Exhibit
10.35


 


CONFIDENTIAL
TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED IS OMITTED AND NOTED WTH “**”. 
AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.


 


 


AMENDED
AND RESTATED


 


MASTER
OUTSOURCING AGREEMENT


 


 


by
and between


 


 


First
Colony Life Insurance Company


 


and


 


 


GE
Capital International Services


 


 


May 28,
2004


 

















 


TABLE
OF CONTENTS


 


	
  1.0

  	
  Services.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Structure of the Agreement.

  	
   

  
	
   

  	
  1.2

  	
  Business Continuity and Disaster Recovery
  Services

  	
   

  
	
   

  	
  1.3

  	
  PROVIDER Responsibilities

  	
   

  
	
   

  	
  1.4

  	
  Service Locations; Security

  	
   

  
	
   

  	
  1.5

  	
  Support of CUSTOMER Divestitures

  	
   

  
	
   

  	
  1.6

  	
  PROVIDER Divestitures

  	
   

  
	
   

  	
  1.7

  	
  New Services

  	
   

  
	
   

  	
  1.8

  	
  Services Not to be Withheld; PROVIDER
  Relief

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.0

  	
  Charges.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Generally

  	
   

  
	
   

  	
  2.2

  	
  Discount Factor

  	
   

  
	
   

  	
  2.3

  	
  Adjustment of Charges

  	
   

  
	
   

  	
  2.4

  	
  Renewal Pricing

  	
   

  
	
   

  	
  2.5

  	
  Reduction in Work

  	
   

  
	
   

  	
  2.6

  	
  Currency

  	
   

  
	
   

  	
  2.7

  	
  Taxes

  	
   

  
	
   

  	
  2.8

  	
  Foreign Currency Hedging

  	
   

  
	
   

  	
  2.9

  	
  Continuous Improvement; Planning

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.0

  	
  Billing and Payment.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Invoices

  	
   

  
	
   

  	
  3.2

  	
  Payments

  	
   

  
	
   

  	
  3.3

  	
  Reimbursements

  	
   

  
	
   

  	
  3.4

  	
  Method of Payment

  	
   

  
	
   

  	
  3.5

  	
  Notice of Default

  	
   

  
	
   

  	
  3.6

  	
  PROVIDER Termination for Non-Payment.

  	
   

  
	
   

  	
  3.7

  	
  Past Due Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
  Performance Standards.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Generally

  	
   

  
	
   

  	
  4.2

  	
  Measurement and Reporting

  	
   

  
	
   

  	
  4.3

  	
  Compliance

  	
   

  
	
   

  	
  4.4

  	
  Additional Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.0

  	
  Record Keeping and Audits.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Generally

  	
   

  



 

















 


	
   

  	
  5.2

  	
  Reports and Certifications

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.0

  	
  CUSTOMER Commitments.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  System Access

  	
   

  
	
   

  	
  6.2

  	
  Data Integrity

  	
   

  
	
   

  	
  6.3

  	
  Training

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.0

  	
  Term.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Initial Term

  	
   

  
	
   

  	
  7.2

  	
  Limitation on Termination of MOAs; Renewal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.0

  	
  Termination.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Termination for Cause by CUSTOMER

  	
   

  
	
   

  	
  8.2

  	
  Termination by PROVIDER.

  	
   

  
	
   

  	
  8.3

  	
  Termination for Convenience.

  	
   

  
	
   

  	
  8.4

  	
  Termination Right Related to Damages Cap.

  	
   

  
	
   

  	
  8.5

  	
  Termination Right Relating to Change of
  Control of CUSTOMER

  	
   

  
	
   

  	
  8.6

  	
  Continued Performance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.0

  	
  Obligations on Expiration and Termination.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Services Transfer Assistance.

  	
   

  
	
   

  	
  9.2

  	
  Carve-Out Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.0

  	
  Assignment and Subcontracting.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  PROVIDER Assignment

  	
   

  
	
   

  	
  10.2

  	
  Subcontracting

  	
   

  
	
   

  	
  10.3

  	
  CUSTOMER Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.0

  	
  Confidentiality.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Obligations of PROVIDER

  	
   

  
	
   

  	
  11.2

  	
  Obligations of CUSTOMER

  	
   

  
	
   

  	
  11.3

  	
  Required Disclosures

  	
   

  
	
   

  	
  11.4

  	
  HIPAA Addendum

  	
   

  
	
   

  	
  11.5

  	
  Data Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.0

  	
  Indemnities.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Indemnity by PROVIDER

  	
   

  
	
   

  	
  12.2

  	
  Indemnity by CUSTOMER

  	
   

  
	
   

  	
  12.3

  	
  Indemnification Obligations Net of
  Insurance Proceeds and Other Amounts, On an After-Tax Basis.

  	
   

  



 


ii

















 


	
   

  	
  12.4

  	
  Procedures for Indemnification of Third
  Party Claims.

  	
   

  
	
   

  	
  12.5

  	
  Additional Matters.

  	
   

  
	
   

  	
  12.6

  	
  Remedies Cumulative; Limitations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.0

  	
  Limitation of Liability.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  No System Liability

  	
   

  
	
   

  	
  13.2

  	
  Liability for Simple Breach

  	
   

  
	
   

  	
  13.3

  	
  Liability for Excluded Matters

  	
   

  
	
   

  	
  13.4

  	
  No Liability for Acts in Accordance with
  Instructions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.0

  	
  PROVIDER Employees.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Responsibility for PROVIDER Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.0

  	
  Representations, Warranties and Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  PROVIDER Representations

  	
   

  
	
   

  	
  15.2

  	
  CUSTOMER Representations

  	
   

  
	
   

  	
  15.3

  	
  Approvals and Consents

  	
   

  
	
   

  	
  15.4

  	
  Cooperation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.0

  	
  Notices.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.0

  	
  Intellectual Property.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.0

  	
  Non-Compete.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Limitations on Provision of Services

  	
   

  
	
   

  	
  18.2

  	
  Volume Reduction Date

  	
   

  
	
   

  	
  18.3

  	
  Equitable Relief

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.0

  	
  Change Control Procedure.

  	
   

  
	
   

  	
   

  	
   

  
	
  20.0

  	
  Governance.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  PROVIDER Account Executive.

  	
   

  
	
   

  	
  20.2

  	
  CUSTOMER Account Executive.

  	
   

  
	
   

  	
  20.3

  	
  Key Employees of PROVIDER

  	
   

  
	
   

  	
  20.4

  	
  Meetings.

  	
   

  
	
   

  	
  20.5

  	
  Operational Dispute Resolution

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.0

  	
  Miscellaneous.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  21.1

  	
  Force Majeure

  	
   

  
	
   

  	
  21.2

  	
  Independent Contractors

  	
   

  
	
   

  	
  21.3

  	
  Failure to Object Not a Waiver

  	
   

  



 


iii

















 


	
   

  	
  21.4

  	
  Governing Law

  	
   

  
	
   

  	
  21.5

  	
  No Third-Party Beneficiaries

  	
   

  
	
   

  	
  21.6

  	
  Public Announcements

  	
   

  
	
   

  	
  21.7

  	
  Entire Agreement

  	
   

  
	
   

  	
  21.8

  	
  Amendment

  	
   

  
	
   

  	
  21.9

  	
  Rules of Construction

  	
   

  
	
   

  	
  21.10

  	
  Severability

  	
   

  
	
   

  	
  21.11

  	
  Remedies Not Exclusive

  	
   

  
	
   

  	
  21.12

  	
  Dispute Resolution

  	
   

  
	
   

  	
  21.13

  	
  Language

  	
   

  
	
   

  	
  21.14

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.0

  	
  Attachments.

  	
   

  



 




	
  Exhibit A

  	
   

  	
  Definitions

  
	
  Exhibit B

  	
   

  	
  Local
  Modifications to Master Agreement

  
	
  Exhibit C

  	
   

  	
  Form of PSA

  
	
  Exhibit D

  	
   

  	
  BCP/DRP Plans

  
	
  Exhibit E

  	
   

  	
  Security
  Procedures

  
	
  Exhibit F

  	
   

  	
  Pricing Template

  
	
  Exhibit G

  	
   

  	
  Dispute Resolution

  
	
  Exhibit H

  	
   

  	
  Carve-Out Option

  
	
  Exhibit I

  	
   

  	
  Intellectual
  Property

  
	
  Exhibit J

  	
   

  	
  Business
  Associate Addendum

  
	
  Exhibit K

  	
   

  	
  Change
  Control Procedure

  
	
  Exhibit L

  	
   

  	
  PSAs and Base
  Costs

  






 


iv

















 


AMENDED AND RESTATED

MASTER OUTSOURCING AGREEMENT


 


AMENDED AND
RESTATED MASTER OUTSOURCING AGREEMENT (“Agreement”) entered into as of the
Execution Date, by and between First Colony Life Insurance Company, a Virginia
insurance company, with offices at 700 Main Street, Lynchburg, Virginia 24504  (“CUSTOMER”) and GE Capital International
Services, a corporation duly formed and existing under the laws of India with a
place of business at AIFGECIS Building, 1 Rafi Marg, Delhi-110001 and Corporate
office at 90A Sector 18, Gurgaon, Haryana (“PROVIDER”).


 


RECITALS


 


WHEREAS, PROVIDER
and CUSTOMER are parties to a Master Outsourcing Services Agreement and one or
more related Project Specific Agreements which incorporate the terms of such
Master Outsourcing Services Agreement, as well as certain other services
agreements (“PSAs”);


 


WHEREAS, CUSTOMER
is a Subsidiary of Genworth Financial, Inc., a Delaware corporation (“Genworth”);


 


WHEREAS, General
Electric Company and General Electric Capital Corporation have determined to
consolidate the Genworth business, including Genworth and certain of its
Affiliates, into a separate corporate structure with Genworth acting as the
parent entity for the Genworth business, and have further determined to divest
a controlling interest in the stock of Genworth (the “Separation”) and, as part
of such divestiture, to conduct an initial public offering of the common stock
of Genworth (the “IPO”);


 


WHEREAS, in
anticipation of the proposed Separation, PROVIDER and CUSTOMER have determined
that it is appropriate to amend and restate such Master Outsourcing Services
Agreement in the form of this Amended and Restated Master Outsourcing Services
Agreement;


 


WHEREAS, PROVIDER
supplies business and financial and related support services;


 


WHEREAS, CUSTOMER requires the performance of Services, as defined in the
related PSA(s);


 


WHEREAS, the parties contemplate that PROVIDER will handle a variety of
outsourcing projects and services for CUSTOMER and the parties seek to define
the basic terms applicable to outsourcing projects between the parties; the
parties intend to incorporate these provisions by reference into the
outstanding PSAs and PSAs that they enter into for specific outsourcing
projects hereafter;


 


WHEREAS, this Agreement is being executed on, and
shall take effect as of, the closing date of the IPO or, if regulatory approval
occurs on a later date, on and as of such later date (the “Execution Date”);
and


 

















 


WHEREAS, capitalized terms used herein shall have the
meanings given such terms in Exhibit A hereto.


 


NOW, THEREFORE, in
consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


W I T N E S S E T H


 


1.0                                      Services.


 


1.1                                      Structure of the Agreement.


 


(a)                                         The
Services are governed by the terms of this Agreement as amended and/or
supplemented as set forth in Exhibit B, and the PSAs.  Each PSA executed after the Execution Date
shall be in the form attached as Exhibit C, unless otherwise agreed to
by the parties.


 


(b)                                        PROVIDER agrees to provide the Services under the
terms and conditions of this Agreement and as more specifically described in
the PSAs.


 


1.2                                      Business
Continuity and Disaster Recovery Services. 
PROVIDER shall provide the services set forth in the business continuity
and disaster recovery plans referred to in Exhibit D (collectively, the
“BCP/DRP Plans”).  The BCP/DRP
Plans shall address all operations identified by CUSTOMER as “Mission
Critical;” shall meet the substantive requirements specified by CUSTOMER and
shall be agreed upon by CUSTOMER and PROVIDER. 
Further, at no additional charge to CUSTOMER other than as provided in
Section 2 and the Pricing Template set forth in Exhibit F, PROVIDER
will (a) actively review and update the BCP/DRP Plans, (b) test the BCP/DRP
Plans at least annually, (c) permit CUSTOMER the opportunity to participate in
such testing, (d) give CUSTOMER access to the results and analysis of such
testing, and (e) correct deficiencies in the BCP/DRP Plans revealed by such
testing.  Failure to provide the
services described in such BCP/DRP Plans will constitute a material breach of
this Agreement, subject to cure as set forth in Section 8.1(f).


 


1.3                                      PROVIDER Responsibilities.  Except
as otherwise noted in this Agreement, PROVIDER shall provide, at its expense,
all materials, labor, equipment, facilities and other items necessary to
deliver the Services.  Subject to
Section 6.3 herein, all employees performing the Services shall be skilled
in their trades and licensed, if required, by all proper authorities.


 


1.4                                      Service Locations; Security.  Except
as provided in the BCP/DRP Plans, without the prior written consent of
CUSTOMER, PROVIDER shall not change or move the original location for the
performance by PROVIDER of the Services required under this Agreement.  In performing the Services, operating the
Facilities used by it to provide the Services and protecting CUSTOMER’s data,
information and other property, PROVIDER will comply with the security
procedures set forth in Exhibit E of this Agreement.


 


2

















 


1.5                                      Support
of CUSTOMER Divestitures.  If
CUSTOMER divests any business operation (other than pursuant to a transaction
that would constitute a Change of Control), PROVIDER will provide the Services
to such operation if such operation (i) used the Services prior to being
divested, (ii) after being divested uses either essentially the same services
as before being divested, or CUSTOMER or the acquiring entity compensates
PROVIDER to modify its systems or processes used to perform and provide the
Services as necessary to accommodate the use of the Services as reasonably
requested by the acquiring entity, (iii) the acquiror of such operation agrees
to be subject to the provisions of this Agreement and the PSAs, and (iv)
CUSTOMER is not in payment default at the time of the request, but, in that
case, PROVIDER must provide the Services if paid in advance.  At CUSTOMER’s option, PROVIDER and such
acquiror shall enter into a separate agreement and PSA(s) providing for the
provision of the Services, which agreements shall be on substantially the same
terms and conditions as are set forth in this Agreement and the PSA(s), with
such changes therein as the parties may agree upon.  PROVIDER shall charge for the continuing performance and delivery
of such Services based on the then-existing charging methodologies and may
charge CUSTOMER or the acquiring entity for the reasonable implementation and
set-up fees relating to the extension of the Services to such entity approved
in writing in advance.  PROVIDER and the
acquiring entity will negotiate in good faith for up to one hundred twenty
(120) days following the divestiture to agree upon alternative terms and
conditions that will apply to the provision of the Services to such entity by
PROVIDER.  If they are unable to so
agree, at the request of the acquiring entity, PROVIDER shall be required to
provide the Services to such acquiring entity until the earlier of (i) the last
day of the twelfth (12th)  month following such 120-day
negotiation period and (ii) the termination date of this Agreement and related
PSAs, provided, that if such termination date is to occur later than
twelve (12) months following the end of such 120-day period and PROVIDER is
requested to provide such Services for less than twelve (12) months following
the end of such period, such acquiring entity or CUSTOMER shall bear all costs
actually incurred by PROVIDER as a result of such reduction in volume, provided,
further, that PROVIDER shall use commercially reasonable efforts to
mitigate such costs.  Such Services
shall be provided by PROVIDER regardless of whether the acquiring entity is a
competitor of the GE Group. PROVIDER shall provide Services Transfer Assistance
as reasonably requested by the acquiror, solely at the acquiror’s cost, for the
period during which PROVIDER is required to provide Services to such acquiror.


 


1.6                                      PROVIDER
Divestitures.  If PROVIDER executes
a definitive agreement to divest any or part of any business operation relating
to the Services provided to CUSTOMER other than the CUSTOMER India operations
operating on a stand-alone basis (specifically, the operations responsible for
providing core services exclusively relating to long term care, life insurance,
group insurance, annuities, retirement plans and mortgage insurance to
CUSTOMER, but excluding, inter alia, accounting,
help desk, software solutions, e-learning and other knowledge-based operations,
collectively, the “Genworth Stand-Alone Operations”) (a “PROVIDER
Divestiture”), PROVIDER will provide no less than thirty (30) days’ prior
written notice of the expected closing date of the PROVIDER Divestiture to
CUSTOMER, which notice will include the identity of the acquiror and any
Affiliate which would provide Services to CUSTOMER and a description of the
material terms of the transaction applicable to the Services being transferred
to the acquiror.  PROVIDER will provide
CUSTOMER with such further


 


3

















 


information regarding the
divestiture and the acquiror as CUSTOMER may reasonably request.  CUSTOMER may take no action with respect to
the proposed PROVIDER Divestiture (in which case the PROVIDER Divestiture may
proceed without CUSTOMER’s consent) or, within thirty (30) days of receipt of
such notice from PROVIDER, CUSTOMER may at its option (i) exercise the
Carve-Out Option (as more fully described in Section 9.2 hereof)
only with respect to the Carve-Out Resources relating to such Services which
are being or have been divested to the acquiring entity at a purchase price
equal to the lesser of book value or the value of the divested operations
relating to CUSTOMER implied by the consideration to be paid by the acquiror
and/or (ii) terminate the PSAs affected by the PROVIDER Divestiture and require
PROVIDER and/or the acquiror to provide Services Transfer Assistance for a
period not exceeding fourteen (14) months from the date of receipt of notice by
PROVIDER from CUSTOMER.  Notwithstanding
any other provision of this Agreement, PROVIDER shall be responsible for all
transition costs incurred by CUSTOMER relating to its exercise of the Carve-Out
Option or its termination of the PSAs and transition of the Services in-house
or to a new PROVIDER.  Any transfer of
the PSAs pursuant to this paragraph shall be subject to the receipt by CUSTOMER
of all necessary regulatory approvals. 
For the avoidance of doubt, any transfer by PROVIDER of the Genworth
Stand-Alone Operations shall be subject to the limitations described under Section 10.0
hereof.


 


1.7                                      New Services.  From time to time, CUSTOMER may
request that PROVIDER furnish additional services to CUSTOMER that are not
within the scope of the Services (“New Services”).  PROVIDER will discuss with CUSTOMER such request and the
ramifications of such additional services on the existing Services, but will
not be obligated to provide such additional services.  Such requests shall be addressed through the Change Control
Procedure described in Section 19.0 hereof.  CUSTOMER shall bear all costs agreed
in advance between the parties and incurred by PROVIDER on account of
transition or migration of New Services from CUSTOMER to PROVIDER.


 


1.8                                      Services
Not to be Withheld; PROVIDER Relief. 
Except as provided in Section 8.2 and 21.1 hereof (it being
understood that Force Majeure will not relieve PROVIDER of its responsibility
to provide the Services set forth in the BCP/DRP Plans), PROVIDER shall not
voluntarily refuse to provide all or any portion of the Services in violation
or breach of the terms of the Agreement or any related PSA.  PROVIDER shall be relieved from its obligation
to perform any Services and its obligations to pay any service credit under a
PSA to the extent it is unable to perform any Services or to perform in
accordance with any applicable Performance Standard as a result of CUSTOMER’s
failure to perform its obligations under such PSA.  Notwithstanding the dispute resolution provisions set forth in Section 21.12,
if PROVIDER breaches this covenant, CUSTOMER shall be entitled to apply to a
court of competent jurisdiction for specific performance by PROVIDER of its
obligations under this Agreement and the related PSAs without the necessity of
posting any bond.


 


2.0                                      Charges.


 


2.1                                      Generally.  Notwithstanding any provision
related to fees and charges in a PSA to the contrary, as consideration for the
provision of the Services, CUSTOMER will pay to PROVIDER the charges calculated
as set forth in this Section 2.0 (the “Charges”).  The Charges


 


4

















 


in effect immediately prior to the Execution Date shall be referred to
as the “Baseline Charges”.  For existing
PSAs, the Baseline Charges and the Charges for the initial Contract Year (or
part thereof) shall be as set forth on Exhibit L.  For PSAs executed after the Execution Date, the Baseline
Charges shall be set forth in each such PSA. 
The Charges shall be adjusted annually to reflect changes in PROVIDER’s
Base Costs and to reflect scheduled discounts from the Baseline Charges
pursuant to the following formula:


 


New Charges = Baseline Charges * Discount Factor * Cost Factor


 


2.2                                      Discount
Factor.  For the periods indicated,
the “Discount Factor” shall mean and be as follows:


 




	
  Period

  	
   

  	
  Discount
  Factor

  
	
  from the
  Execution Date through the first anniversary of the Trigger Date (as defined
  below)

  	
   

  	
  **

  
	
  from the first
  anniversary of the Trigger Date through the second anniversary of the Trigger
  Date

  	
   

  	
  **

  
	
  from the second
  anniversary of the Trigger Date through the third anniversary of the Trigger
  Date

  	
   

  	
  **

  






 


“Cost Factor”
means and shall be calculated as follows:


 


Y(n) Base
Cost/Y(0) Base Cost


 


where Y(n) Base
Cost is determined pursuant to Section 2.3 for each Contract Year,
Y(n-1) Base Cost is the Base Cost for the preceding Contract Year and Y(0) Base
Cost is the Base Cost for the initial Contract Year, as set forth in Exhibit
L.


 


2.3                                      Adjustment
of Charges.  Prior to the
commencement of each Contract Year, the parties will negotiate in good faith to
agree upon the elements of Base Cost and the rates to be charged to CUSTOMER
for such elements during such year (excluding the cost of hedging foreign
currency exchange risks, which shall be charged to CUSTOMER on a pass-through
basis as described in Section 2.8).  The parties will reflect their agreement on such matters in a
written document to be executed by each of them and the Charges for the
Services in such year shall not exceed the agreed amounts.  Any amendment or addition to such elements
or rates must be approved by CUSTOMER in advance in writing.  If the parties are unable to agree upon such
matters, the Cost Factor for the applicable year shall be calculated using Base
Cost as determined by PROVIDER in accordance with the definition of Base Cost, provided,
that Base Cost for any Contract Year shall not exceed one hundred five percent
(105%) of Base Cost for the immediately preceding Contract Year.  If Base Cost relating to any PSA for any
Contract Year during the Initial Term exceeds one hundred five percent (105%)
of Base Cost for the immediately preceding Contract Year, CUSTOMER may
terminate that PSA upon at least six (6) months’ written notice to PROVIDER and
shall not be liable for any costs incurred by PROVIDER as a result of such
termination.


 


5

















 


2.4                                      Renewal
Pricing.  As described in Section 7.2,
at least eighteen (18) months prior to the expiration of the Initial Term,
PROVIDER will propose in writing to CUSTOMER revised methods for calculating
Base Cost and Charges to CUSTOMER under the Base Cost and Baseline Charges
methodology described in this Section 2.0.  The applicable charges proposed by PROVIDER
for the first and second years of the renewal term shall be determined as
provided in this Section 2.4 and Exhibit F, but shall
reflect Discount Factors of ** and **, respectively, provided, that such
charges shall be at least as favorable to CUSTOMER as PROVIDER’s charges for
similar services provided to any other CUSTOMER of PROVIDER.  If the parties are unable to agree on
revised costs, CUSTOMER may elect to exercise the Carve-Out Option upon
expiration of this Agreement and the related PSAs, as described in Section 9.2.


 


2.5                                      Reduction
in Work.  CUSTOMER shall provide
PROVIDER with no less than nine (9) months’ written notice in advance if the
amount of Services consumed by the Genworth Group under all of the outstanding
MOAs will change in a manner that will result in a reduction in the Dedicated
FTEs necessary to provide the Services to seventy-five percent (75%) or less of
the Dedicated FTEs agreed upon by the parties for the most recent Contract Year
pursuant to Section 2.3, as adjusted pursuant to any notices previously
given pursuant to this Section 2.5.  In such an event, PROVIDER shall bear all costs relating to such
reduction in volume to the extent stated in such nine-(9) month notice.  If CUSTOMER does not provide nine (9)
months’ advance written notice of such a reduction, CUSTOMER shall bear any
facilities occupancy, technology and telecommunications costs incurred by
PROVIDER resulting from such reduction, provided, that PROVIDER shall
use commercially reasonable efforts to mitigate such costs.


 


2.6                                      Currency.  All currency references in this
Agreement are in the currency of the United States of America and all payments
shall be made in such currency.


 


2.7                                      Taxes.  The Charges for the
Services shall be inclusive of any sales, use, gross receipts or value added,
withholding, ad valorem and other taxes based on or measured by PROVIDER’s cost
in acquiring equipment, materials, supplies or services used by PROVIDER in
providing the Services.  Further, each
party shall bear sole responsibility for any real or personal property taxes on
any property it owns or leases, for franchises or similar taxes on its
business, for employment taxes on its employees, for intangible taxes on
property it owns or licenses and for taxes on its net income.  If a sales, use, privilege, value added,
excise, services and/or similar tax (“Tax”) is assessed with respect to
PROVIDER’S Charges to CUSTOMER for the provision of the Services, CUSTOMER
shall be responsible for and pay the amount of any such Tax to PROVIDER or as
applicable Law otherwise requires, in addition to the Charges.  CUSTOMER may report and (as appropriate) pay
any Taxes directly if CUSTOMER provides PROVIDER with a direct pay or exemption
certificate.  PROVIDER’s invoices shall
separately state the amounts of any Taxes PROVIDER is proposing to collect from
CUSTOMER.  PROVIDER shall promptly
notify CUSTOMER of any claim for Taxes asserted by any applicable taxing
authorities.  Notwithstanding the above,
CUSTOMER’s liability for such Taxes is conditioned upon PROVIDER providing
CUSTOMER notification within twenty (20) business days of receiving any
proposed assessment of any additional Taxes, interest or penalty due by
PROVIDER.  PROVIDER shall coordinate
with CUSTOMER the response to and settlement of, any such assessment.  CUSTOMER shall be entitled to receive and to
retain any refund of Taxes paid to PROVIDER pursuant to this Agreement.


 


6

















 


2.8                                      Foreign
Currency Hedging.  PROVIDER shall
bear all costs associated with the purchase, exchange or translation of
currencies as necessary in connection with the performance of the
Services.  If PROVIDER elects to enter
into hedging transactions with third parties relating to such risks, CUSTOMER
will reimburse PROVIDER for the reasonable costs (without mark-up by PROVIDER)
of such hedging transactions, provided, however, that CUSTOMER
approves of the hedging strategy and the hedging contracts related to such
transactions in writing as part of the annual budget process, as further described
in Section 20.4.


 


2.9                                      Continuous
Improvement; Planning.  PROVIDER
shall use commercially reasonable efforts to increase productivity and
efficiency in performing the Services and shall endeavor to reduce Base Cost
annually, depending on the overall reduction in its cost of operations.  The
parties will participate in an annual budgeting process as part of determining
Base Cost that will address improvements in PROVIDER productivity and
efficiency in performing the Services and dedicate appropriate resources to
execute the budgeted improvements.  To support PROVIDER’s demand
planning, each quarter, CUSTOMER shall provide PROVIDER a good faith estimate
of its requirements for the Services for the following twelve (12) months.


 


3.0                                      Billing and
Payment.


 


3.1                                      Invoices.  PROVIDER shall submit an
invoice each month for the Charges relating to the Services provided during the
prior month period.  For the partial
month period prior to the Execution Date, PROVIDER shall submit an invoice for
Charges calculated as provided in the original Master Outsourcing Agreement and
PSAs.  For periods beginning on and
after the Execution Date, Charges shall be calculated as set forth in this
Agreement.  Each invoice shall detail
all information relevant to calculation of the Charges and the total amount
due.  PROVIDER agrees to include the
information and prepare the invoice in the form as reasonably requested by
CUSTOMER.


 


3.2                                      Payments.  All payments, due and payable by CUSTOMER to
PROVIDER, will be made within sixty (60) days of CUSTOMER’s receipt of invoice
(“Payment Date”).  CUSTOMER shall use
its good faith efforts to provide PROVIDER as promptly as practicable with the
details of any objection it may have to any invoice, but any failure to provide
such details shall not foreclose CUSTOMER’s right to dispute such invoice.  CUSTOMER shall pay the part of any invoiced
amount that is not in dispute by the Payment Date.


 


3.3                                      Reimbursements.  Payment of all reimbursable expenses
approved by CUSTOMER in writing in advance will be made within sixty (60) days
after CUSTOMER’s receipt of invoice together with copies of receipts and other
verification.


 


3.4                                      Method of Payment.  The
method of payment shall be by electronic fund transfer to PROVIDER’s designated
bank account or such other manner as agreed upon by the parties.


 


3.5                                      Notice
of Default.  If CUSTOMER does not
pay any invoice by the Payment Date, PROVIDER shall serve CUSTOMER a notice
pursuant to Section 16.0 (a “Payment


 


7

















 


Default Notice”) and
simultaneously initiate the procedures for consideration of Disputes by senior
executives of the parties by giving notice as described under Section 1.2
of Exhibit G.


 


3.6                                      PROVIDER
Termination for Non-Payment.


 


(a)                                         PROVIDER
shall have the right to terminate any PSA, without prejudice to any other legal
rights to which it may be entitled, if CUSTOMER fails to pay to PROVIDER any
material amount (i) that is undisputed or determined by the senior executives
under Section 1.2 of Exhibit G to be due to PROVIDER, within
five (5) business days following CUSTOMER’s agreement that such amount is not
in dispute or the conclusion of the senior executives’ negotiations, whichever
is earlier, or (ii) that remains in dispute and is not paid following the conclusion
of the senior executives’ negotiations contemplated by Section 3.6(b)
hereof.


 


(b)                                        PROVIDER
shall have no right to terminate if CUSTOMER pays any disputed amount within
five (5) business days following the conclusion of the senior executives’ negotiations
under Exhibit G, without prejudice, and invokes the remainder of the
dispute resolution process set forth in Exhibit G.


 


(c)                                        If
pursuant to the dispute resolution process, PROVIDER is found to have charged
improperly, PROVIDER shall promptly refund such excess amount along with
interest at an annual rate equal to the lesser of (i) the three (3) month
London Interbank Offered Rate (LIBOR) plus 100 basis points or (ii) the maximum
rate of interest allowed by applicable law, from the date the payment was made
through the date of the refund.


 


3.7                                      Past
Due Amounts.  Past due amounts
(including Charges, reimbursable expenses and credits) will bear interest at an
annual rate equal to the lesser of (i) the three (3) month London Interbank
Offered Rate (LIBOR) plus 100 basis points or (ii) the maximum rate of interest
allowed by applicable law, from the date the payment was due through the date
of payment.


 


4.0                                      Performance
Standards.


 


4.1                                      Generally.  All work relating to the
Services shall be completed in a professional, timely manner and shall conform
to such additional Performance Standards, if any, as may be set forth in each
PSA.  Such Performance Standards may be
revised from time to time upon the mutual agreement of the parties.


 


4.2                                      Measurement and Reporting.  Unless
otherwise specified, each Performance Standard shall be measured on a monthly
basis.  PROVIDER shall create,
implement, support and maintain reports for monitoring the metrics associated
with the Performance Standards and such other metrics as are mutually agreed
upon by the parties on a schedule agreed upon in each PSA or within ninety
(90) days after the execution of each PSA.


 


4.3                                      Compliance.  PROVIDER shall perform the
Services in compliance with all applicable Laws, stock exchange rules or
generally accepted, statutory or regulatory accounting


 


8

















 


or actuarial principle specified in any PSA or otherwise by CUSTOMER,
in each case as applicable to the business processes of CUSTOMER performed by
PROVIDER as part of the Services, just as if CUSTOMER performed the Services
itself.  PROVIDER shall notify CUSTOMER
whenever changes in the Services or Performance Standards are necessary to
comply with applicable Indian Laws. It is understood that any reference in the
PSAs to standards, policies and procedures established by General Electric
Company or its Affiliates, is deemed to include any replacement standards,
policies and procedures established by CUSTOMER or any member of the Genworth
Group, and communicated to PROVIDER, provided, that GECIS shall be
entitled to recover its cost of complying with such standards, policies and
procedures as part of the Charges for the Services established pursuant to Section
2 and Exhibit F.


 


4.4                                      Additional
Remedies.  In addition to all other
remedies available under this Agreement, any PSA or at law, CUSTOMER may take
one or more of the following actions in the event of PROVIDER’s failure to
comply with the Performance Standards, provided, that CUSTOMER may not exercise
any of these remedies if the failure in performance is caused by inaccurate or
incomplete data or information provided by CUSTOMER:


 


(a)                                         require
training of all PROVIDER employees involved in performing the affected
Services, the length and nature of such training to be mutually agreed upon by
PROVIDER and CUSTOMER;


 


(b)                                        cause
the PROVIDER to correct any deficient Services at no charge or fee to CUSTOMER;
or


 


(c)                                        direct
PROVIDER to assign additional employees to perform the Services, which
instruction PROVIDER agrees to follow.


 


5.0                                      Record Keeping and Audits.


 


5.1                                      Generally.  PROVIDER will keep appropriate
records of time and costs related to the Services, as required by Law or as
reasonably requested by CUSTOMER.  PROVIDER
shall maintain a complete audit trail for all financial and non-financial
transactions resulting from or arising in connection with this Agreement and
the PSAs in such manner as is required under the Genworth Records Management
Policies and Indian and United States GAAP.  PROVIDER will maintain such audit
trail for such periods of time as may be specified in the Genworth Records
Management Policies or, if no such period is specified, for such period as the
parties may agree upon.  PROVIDER shall
provide to CUSTOMER, its auditors (including internal audit staff and external
auditors), inspectors, regulators, customers and other representatives as
CUSTOMER may from time to time designate in writing, access at all reasonable
times to any facility or part of a facility at which either PROVIDER or any of
its permitted subcontractors is providing the Services, to PROVIDER personnel,
to PROVIDER’s systems, policies and procedures relating to the Services, and to
data and records relating to the Services for the purpose of performing audits
and inspections of either PROVIDER or any of its subcontractors with respect to
(i) any aspect of PROVIDER’s or such subcontractor’s performance of the
Services, (ii) compliance with the security procedures or (iii) any other
matter relevant to this Agreement, including, without


 


9

















 


limitation, the
determination and calculation of all elements of Base Cost and all other
elements of the pricing mechanism described in Section 2.0 hereof
and in Exhibit F.  PROVIDER shall
reasonably cooperate with CUSTOMER in the performance of these audits,
including installing and operating audit software.  If CUSTOMER requires PROVIDER to conduct any special audit other
than as provided in this Section 5.1 and if the same results in any
increased cost to PROVIDER, PROVIDER shall be entitled to pass on such extra
costs to CUSTOMER through a special invoice, but only to the extent approved by
CUSTOMER in advance.


 


5.2                                      Reports
and Certifications.  PROVIDER shall
provide CUSTOMER such other reports and certifications relating to the Services
as CUSTOMER may reasonably request, including all reports and
sub-certifications necessary for officers of CUSTOMER to make the
certifications required under the Sarbanes-Oxley Act of 2002 and all related
rules and regulations and all related applicable stock exchange listing
requirements.


 


6.0                                      CUSTOMER
Commitments.


 


6.1                                      System Access.  CUSTOMER agrees to provide to
PROVIDER, at CUSTOMER’S expense, necessary access to the mainframe computer and
related information technology systems (the “System”) on which CUSTOMER data is
processed during the times (the “Service Hours”) specified in the PSAs, subject
to reasonable downtime for utility outages, maintenance, performance
difficulties and the like.  In the event
of a change in the Service Hours, CUSTOMER will provide PROVIDER with at least
fifteen (15) calendar days written notice of such change.


 


6.2                                      Data Integrity.  CUSTOMER will ensure that all
data and information submitted by it to PROVIDER for performing the Services
shall be accurate and complete and furnished in a timely manner.


 


6.3                                      Training.  CUSTOMER shall provide all PROVIDER
employees who are dedicated to CUSTOMER operations with training or training
materials relating to business processes and regulatory matters uniquely
related to the CUSTOMER business and reasonably required by such employees to
meet the Performance Standards.


 


To the extent any
non-performance or failure to meet Performance Standards by PROVIDER is due to
CUSTOMER’s failure to comply with this Section 6.0, such
non-performance or failure shall not be considered a breach in Performance
Standards and/or a breach of this Agreement by PROVIDER.


 


7.0                                      Term.


 


7.1                                      Initial
Term.  The term of this Agreement
shall commence on the Execution Date and terminate on the third (3rd)
anniversary of the Trigger Date (the “Common Termination Date”).  The period from the Execution Date to the
Common Termination Date is referred to as the “Initial Term”.


 


10

















 


7.2                                      Limitation
on Termination of MOAs; Renewal. 
CUSTOMER may terminate individual PSAs prior to the Common Termination
Date either for cause or for convenience as described therein or in this
Agreement.  CUSTOMER, however, may not
terminate this Agreement, other than for cause as described in Section 8.0,
prior to the Common Termination Date, unless all of the members of the Genworth
Group then party to an MOA terminate all of the existing MOAs at one time.  At least eighteen (18) months prior to the
Common Termination Date, PROVIDER shall propose revised terms and conditions on
which the Agreement may be renewed for an additional two (2) year period (the
“Renewal Period”).  CUSTOMER and all of
the Genworth Affiliates then party to an MOA may at their sole option renew
all, but not less than all, of the MOAs for the Renewal Period, provided,
that CUSTOMER, such Genworth Affiliates and PROVIDER agree upon revised charges
and other terms and conditions to be applicable to the Services during the Renewal
Period prior to the date that is fourteen (14) months prior to the Common
Termination Date (the “Notification Date”). 
If the parties are unable to so agree, CUSTOMER shall inform PROVIDER
within fifteen (15) days following the Notification Date as to whether it will
exercise the Carve-Out Option (which may only be exercised with respect to all
of the then-outstanding MOAs), as described in Section 1.0 of Exhibit H
and/or require PROVIDER to provide Services Transfer Assistance.  If CUSTOMER, such Genworth Affiliates and
PROVIDER fail to agree upon the terms for renewal of the MOAs, or if CUSTOMER
fails to provide PROVIDER the notice described above, all of the MOAs will
automatically terminate on the Common Termination Date and CUSTOMER shall not
be entitled to exercise its Carve-Out Option or require PROVIDER to provide
Services Transfer Assistance.


 


8.0                                      Termination.


 


8.1                                      Termination
for Cause by CUSTOMER.  CUSTOMER
shall have the right at any time to terminate any PSA in whole or in part with
respect to the affected Services, effective immediately and without prejudice
to any other legal rights to which CUSTOMER may be entitled, upon the
occurrence of the following events:


 


(a)                                         PROVIDER
becomes subject to any voluntary or involuntary order of any governmental
agency prohibiting or materially impairing the performance of any of the
Services;


 


(b)                                        if
such Services are inadequate, unsatisfactory or substantially not in
conformance with the Performance Standards or if PROVIDER’s representations and
warranties are materially inaccurate and, upon receipt of notice thereof from
CUSTOMER, PROVIDER (i) does not immediately undertake action in good faith
to cure such default, and (ii) does not provide to CUSTOMER a preliminary
analysis of the root cause of such default and an initial plan to cure such
default within ten (10) days of such notice, and (iii) has not agreed with
CUSTOMER on a definitive plan to cure such default acceptable to CUSTOMER
within thirty (30) days of such notice, and (iv) has not fully cured such
default within ninety (90) days of such notice or such longer period as may
have been approved by CUSTOMER as part of PROVIDER’s plan to cure such default;


 


(c)                                        if
PROVIDER or CUSTOMER, due to the actions of PROVIDER, is administratively cited
by any governmental agency for materially violating, or is judicially found to
have materially violated, any Law governing the performance of the Services;


 


11

















 


(d)                                        if
a trustee or receiver or similar officer of any court is appointed for PROVIDER
or for a substantial part of the property of PROVIDER, whether with or without
consent;


 


(e)                                        if
bankruptcy, composition, reorganization, insolvency or liquidation proceedings
are instituted by or against PROVIDER without such proceedings being dismissed
within ninety (90) days from the date of the institution thereof; or


 


(f)                                          a
material breach of this Agreement or a PSA by PROVIDER (which shall include a
series of non-material or persistent breaches by PROVIDER, that in the
aggregate constitute a material breach or have a material and significant
adverse impact (i) on the administrative, management, planning, financial
reporting or operations functions of CUSTOMER or (ii) on the management of the
Services), and, upon receipt of notice thereof from CUSTOMER, PROVIDER
(i) does not immediately undertake action in good faith to cure such
breach, and (ii) does not provide to CUSTOMER a preliminary analysis of the
root cause of such breach and an initial plan to cure such breach within ten
(10) days of such notice, and (iii) has not agreed with CUSTOMER on a
definitive plan to cure such breach acceptable to CUSTOMER within thirty (30)
days of such notice, and (iv) has not fully cured such default within ninety
(90) days of such notice or such longer period as may have been approved by
CUSTOMER as part of PROVIDER’s plan to cure such breach, provided, that
any breach referred to in Section 1.2 shall be fully cured within
thirty (30) days of such notice.


 


Within fifteen
(15) days of its notice to PROVIDER of its intent to terminate any PSA, in
whole or in part, under this Section 8.1, CUSTOMER shall inform
PROVIDER as to whether it will exercise its Carve-Out Option (which may only be
exercised with respect to all of the outstanding MOAs, as described in
Section 1.0 of Exhibit H) and/or whether it will require PROVIDER
to provide Services Transfer Assistance for a period not exceeding twenty-four
(24) months from the date of such notice. 
If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise
its Carve-Out Option and/or require PROVIDER to provide Services Transfer
Assistance.


 


8.2                                      Termination
by PROVIDER.


 


(a)                                         PROVIDER
may not terminate this Agreement or any PSA for any reason other than (i)
non-payment in accordance with Section 3.6, (ii) as described below
under Section 8.4 (Termination Relating to Damages Cap) hereof and
(iii) as described below under Section 8.5 (Change of Control), it
being understood that PROVIDER will be relieved from its obligations to perform
in accordance with the terms of this Agreement or a PSA to the extent that it
is prevented from doing so as a result of the failure by CUSTOMER to perform
any of its obligations under this Agreement or such PSA.


 


(b)                                        Within
fifteen (15) days of PROVIDER’s notice to CUSTOMER of PROVIDER’s intent to
terminate any PSA in accordance with Sections 8.2(a)(i) or 8.2(a)(ii), CUSTOMER
shall inform PROVIDER as to whether it will require PROVIDER to provide
Services Transfer Assistance for a period not exceeding fourteen (14) months
from the date of such notice, provided, in the case of a termination described
in clause (i), that CUSTOMER has


 


12

















 


made all outstanding
payments under any invoice in accordance with Section 3.2
hereof.  If CUSTOMER fails to give such
notice, CUSTOMER shall not be entitled to require PROVIDER to provide Services
Transfer Assistance.  At PROVIDER’s
option, CUSTOMER shall be required to pay for Services Transfer Assistance
provided under this paragraph in advance.


 


(c)                                        With
respect to any other breach of this Agreement or a PSA by CUSTOMER, PROVIDER
will be entitled to invoke the applicable dispute resolution process under Section 21.12
hereof and pursue all remedies permitted by that process, but shall not be
entitled to terminate this Agreement or any related PSA or voluntarily withhold
any Services except as authorized pursuant to such process.


 


8.3                                      Termination
for Convenience.


 


(a)                                         CUSTOMER
may terminate any PSA in whole or in part at any time upon at least one (1)
year’s prior written notice to PROVIDER. 
Such notice shall include a commercially reasonable plan for the
reduction of Services to be purchased from PROVIDER that will enable PROVIDER
to mitigate all costs of such termination. 
PROVIDER shall be responsible for all costs that PROVIDER incurs as a
result of such termination.


 


(b)                                        Notwithstanding
the provisions of the preceding paragraph, CUSTOMER may terminate any PSA in
whole or in part at any time upon at least ninety (90) days’ prior written
notice to PROVIDER.  In such event,
CUSTOMER shall be responsible for all costs that PROVIDER incurs as a result of
such termination; provided, that PROVIDER has taken all commercially
reasonable steps to mitigate such costs. 
Such costs shall not include any element of lost profits or lost
opportunity costs.


 


(c)                                        Within
fifteen (15) days of its notice to PROVIDER of its intent to terminate any PSA,
in whole or in part, under this Section 8.3, CUSTOMER shall inform
PROVIDER as to whether it will require PROVIDER to provide Services Transfer
Assistance for a period not exceeding fourteen (14) months from the date of
such notice.  If CUSTOMER fails to do
so, CUSTOMER shall not be entitled to require PROVIDER to provide Services
Transfer Assistance.


 


8.4                                      Termination
Right Related to Damages Cap.


 


(a)                                         If
either the GE Group members or the Genworth Group members incur liability to
the others under one or more MOAs in excess of the applicable Simple Breach Cap
or Excluded Matters Cap and do not agree to reset to zero the amounts counted
toward such cap, the members of the group that has not incurred such excess
liability shall have the right to terminate all, but not less than all, of the
then-outstanding MOAs  for material
breach.  Notwithstanding the preceding
sentence, CUSTOMER may only exercise the Carve-Out Option if all of the
Genworth Group members party to an MOA also exercise the Carve-Out Option under
their respective MOAs at the same time.


 


(b)                                        Within
fifteen (15) days of the notice to PROVIDER of termination of the MOAs  under this Section 8.4,
CUSTOMER shall inform PROVIDER as to whether it will


 


13

















 


exercise its Carve-Out
Option and/or whether it will require PROVIDER to provide Services Transfer Assistance
for a period not exceeding twenty-four (24) months from the date of such
notice.  If CUSTOMER fails to do so,
CUSTOMER shall not be entitled to exercise its Carve-Out Option and/or require
PROVIDER to provide Services Transfer Assistance.


 


8.5                                      Termination
Right Relating to Change of Control of CUSTOMER.  If a Change of Control of Genworth occurs, PROVIDER shall, unless
the parties otherwise agree during a one hundred twenty (120) day negotiation
period following the Change of Control, have the right to terminate all, but
not less than all, of the then-outstanding MOAs upon the later of (A) the last
day of the eighteenth (18th) month following the effective date of
the Change of Control or (B) the expiration of the Initial Term, provided that
such termination right is exercised within fifteen (15) days following the end
of the one hundred twenty (120) day negotiation period.


 


8.6                                      Continued
Performance.  Termination of this
Agreement for any reason provided herein shall not relieve either party from its
obligation to perform its obligations hereunder up to the effective date of
such termination or to perform such obligations as may survive termination.


 


9.0                                      Obligations on Expiration and Termination.


 


9.1                                      Services
Transfer Assistance.


 


(a)                                         PROVIDER
shall cooperate with CUSTOMER to assist in the orderly transfer of the Services
to CUSTOMER itself or its designee (including another services provider) in
connection with the expiration, non-renewal or earlier termination of the
Agreement and/or each PSA for any reason, however described, or exercise of the
Carve-Out Option.  The Services include
“Services Transfer Assistance,” which includes providing CUSTOMER and its
designees and their agents, contractors and consultants, as necessary, with (i)
such cooperation and other services incidental to the transfer of the Services
as they may reasonably request, (ii) all or such portions of the Services as
CUSTOMER may request, and (iii) such other transition services as may be
provided for in any PSA.  Neither the term
of the Agreement nor the term of any PSA shall be deemed to have expired or
terminated until the Services Transfer Assistance thereunder is completed.


 


(b)                                        Upon
CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance
commencing up to one (1) year prior to expiration or termination of the
Agreement or any PSA and continuing for the periods described in this
Agreement.  PROVIDER shall provide the
Services Transfer Assistance even in the event of CUSTOMER’s material breach
(other than an uncured payment default) of this Agreement or any PSA.


 


(c)                                        If
any Services Transfer Assistance provided by PROVIDER requires the utilization
of additional resources that PROVIDER would not otherwise use in the
performance of the Services, but for which there is a charging methodology
provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such
usage at the then-current applicable Charges and in the manner set forth in the
Agreement and/or applicable PSAs.  If
the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER
would not otherwise incur in the performance of the Services under the
Agreement and applicable PSAs, then


 


14

















 


PROVIDER shall notify
CUSTOMER of the identity and scope of the activities requiring that PROVIDER
incur such costs and the projected amount of the charges that will be payable
by CUSTOMER for the performance of such assistance.  Upon CUSTOMER’s prior authorization, PROVIDER shall perform the
assistance and invoice CUSTOMER for such charges.  CUSTOMER shall bear all costs agreed in advance between the
parties and incurred by PROVIDER on account of transition/migration of
services/processes from PROVIDER to CUSTOMER or its designee.


 


9.2                                      Carve-Out
Option.  At any time during the term
of this Agreement and prior to the Volume Reduction Date, PROVIDER agrees that
CUSTOMER or its designee shall have the right, upon the occurrence of any one
of the Carve-Out Conditions and to the extent permissible under (i) applicable
law or (ii) any existing contractual obligation of PROVIDER, to require
PROVIDER to transfer to CUSTOMER the Carve-Out Resources used by PROVIDER to
provide or support the provision of the Services as described in Exhibit H
hereof (the “Carve-Out Option”).


 


10.0                             Assignment and Subcontracting.


 


10.1                             PROVIDER Assignment.  Without
the prior written consent of CUSTOMER, PROVIDER shall not voluntarily,
involuntarily or by operation of law, assign or otherwise transfer this
Agreement, any related PSA or any of PROVIDER’s rights hereunder or thereunder,
except as permitted under Section 1.6 hereof.  Any assignment or transfer without
CUSTOMER’s written consent, except as permitted under Section 1.6
hereof, shall be null and void and at the option of CUSTOMER shall constitute a
material breach of this Agreement.  Notwithstanding
anything to the contrary above, PROVIDER shall have the right to assign this
Agreement or any PSA, in whole or in part, to any Affiliate of PROVIDER upon
thirty (30) days prior written notice to CUSTOMER and subject to receipt by
CUSTOMER of all regulatory approvals. 
Following any such assignment to an Affiliate of PROVIDER, PROVIDER
shall remain liable for the performance of all of PROVIDER’s obligations under
this Agreement and each PSA.  This
Agreement and all of the terms and provisions hereof will be binding upon, and
will inure to the benefit of PROVIDER’s successors and permitted assigns.


 


10.2                             Subcontracting.  PROVIDER shall not enter into subcontracts
for the performance of the Services without the prior written consent of
CUSTOMER.  In the event a subcontract is
proposed by PROVIDER, PROVIDER shall furnish such information as reasonably
requested by CUSTOMER to enable CUSTOMER to ascertain to its satisfaction that
such proposed subcontractor of PROVIDER is able to meet CUSTOMER’s quality
standards and comply with the terms and conditions of this Agreement.  Notwithstanding CUSTOMER’s consent to any
subcontract, PROVIDER shall remain liable for the performance of all of PROVIDER’s
obligations under this Agreement and each PSA. 
CUSTOMER shall not be obligated to pay any person other than PROVIDER
for Services rendered by any subcontractor.


 


10.3                             CUSTOMER
Assignment.  Notwithstanding
anything to the contrary in this Section 10.0, CUSTOMER shall have
the right to assign this Agreement or any PSA, in whole or in part, to any
Affiliate of CUSTOMER upon thirty (30) days prior written notice to PROVIDER
and subject to receipt by CUSTOMER of all regulatory approvals.  Following any such


 


15

















 


assignment to an
Affiliate of CUSTOMER, CUSTOMER shall remain liable for the performance of all
of CUSTOMER’s obligations under this Agreement and each PSA.  This Agreement and all of the terms and provisions
hereof will be binding upon, and will inure to the benefit of CUSTOMER’s
successors and permitted assigns.


 


11.0                             Confidentiality.


 


11.1                             Obligations
of PROVIDER.  From and after the
Execution Date, subject to Section 11.3  and the rights of
PROVIDER with respect to the CUSTOMER Licensed Technology pursuant to Exhibit I,
and except as otherwise contemplated by this Agreement or any PSA, the PROVIDER
shall not, and shall cause its Affiliates and their respective officers,
directors, employees, and other agents and representatives, including
attorneys, agents, customers, suppliers, contractors, consultants and other
representatives of any Person providing financing (collectively, “Representatives”),
not to, directly or indirectly, disclose, reveal, divulge or communicate to any
Person other than Representatives of such party or of its Affiliates who
reasonably need to know such information in providing Services to CUSTOMER or
use or otherwise exploit for its own benefit or for the benefit of any third party,
any CUSTOMER Confidential Information. 
If any disclosures are made in connection with providing Services to
CUSTOMER, its Affiliates or Representatives under this Agreement, then the
CUSTOMER Confidential Information so disclosed shall be used only as required
to perform the Services.  PROVIDER shall
use the same degree of care to prevent and restrain the unauthorized use or
disclosure of the CUSTOMER Confidential Information by any of its
Representatives as it currently uses for its own confidential information of a
like nature, but in no event less than a reasonable standard of care.  For purposes of this Section 11.1,
any Information, material or documents relating to the Genworth Business
currently or formerly conducted, or proposed to be conducted, by any member of
the Genworth Group furnished to or in possession of the PROVIDER and its
Affiliates and Representatives, irrespective of the form of communication, and
all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by PROVIDER, its Affiliates and their
respective Representatives, that contain or otherwise reflect such Information,
material or documents is hereinafter referred to as “CUSTOMER Confidential
Information.”  “CUSTOMER Confidential
Information” does not include, and there shall be no obligation hereunder
with respect to, Information that (i) is or becomes generally available to the
public, other than as a result of a disclosure by PROVIDER, its Affiliates or
Representatives not otherwise permissible hereunder, (ii) PROVIDER or such
Affiliate or Representative can demonstrate was or became available to such
person from a source other than CUSTOMER or its Affiliates, or (iii) is
developed independently by PROVIDER or such Affiliate or Representative without
reference to the CUSTOMER Confidential Information; provided, however,
that, in the case of clause (ii), the source of such information was not known
by such persons to be bound by a confidentiality agreement with, or other contractual,
legal or fiduciary obligation of confidentiality to, CUSTOMER or any of its
Affiliates with respect to such information.


 


11.2                             Obligations
of CUSTOMER.  From and after the
Execution Date, subject to Section 11.3 and the rights of CUSTOMER
with respect to the PROVIDER Licensed Technology pursuant to Exhibit I,
and except as otherwise contemplated by this Agreement, CUSTOMER shall not, and
shall cause its Affiliates and their respective Representatives, not to,


 


16

















 


directly or indirectly,
disclose, reveal, divulge or communicate to any Person other than
Representatives of such party or of its Affiliates who reasonably need to know
such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER
or use or otherwise exploit for its own benefit or for the benefit of any third
party, any PROVIDER Confidential Information. 
If any disclosures are made in connection with providing Services to
CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER
Confidential Information so disclosed shall be used only as required to perform
the Services.  CUSTOMER and its
Affiliates shall use the same degree of care to prevent and restrain the
unauthorized use or disclosure of the PROVIDER Confidential Information by any
of their Representatives as they currently use for their own confidential
information of a like nature, but in no event less than a reasonable standard
of care.  For purposes of this Section 11.2,
any Information, material or documents relating to the businesses currently or
formerly conducted, or proposed to be conducted, by GE or any of its Affiliates
(other than any member of the Genworth Group) furnished to or in possession of
CUSTOMER or any of its Affiliates, irrespective of the form of communication,
and all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by CUSTOMER or its officers, directors
and Affiliates, that contain or otherwise reflect such information, material or
documents is hereinafter referred to as “PROVIDER Confidential Information.”  “PROVIDER Confidential Information”
does not include, and there shall be no obligation hereunder with respect to,
information that (i) is or becomes generally available to the public, other
than as a result of a disclosure by CUSTOMER or its Representatives not
otherwise permissible hereunder, (ii) CUSTOMER or such Representative can
demonstrate was or became available to it from a source other than PROVIDER and
its Affiliates, or (iii) is developed independently by CUSTOMER or its
Representatives without reference to the PROVIDER Confidential Information; provided,
however, that, in the case of clause (ii), the source of such
information was not known by CUSTOMER to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, PROVIDER or its Affiliates with respect to such
information.


 


11.3                             Required
Disclosures.  If PROVIDER or its
Affiliates, on the one hand, or CUSTOMER or its Affiliates, on the other hand,
are requested or required (by oral question, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) by any Governmental Authority or pursuant to applicable Law to
disclose or provide any CUSTOMER Confidential Information or PROVIDER
Confidential Information as applicable, the entity or person receiving such
request or demand shall use all reasonable efforts to provide the other party
with written notice of such request or demand as promptly as practicable under
the circumstances so that such other party shall have an opportunity to seek an
appropriate protective order.  The party
receiving such request or demand agrees to take, and cause its representatives
to take, at the requesting party’s expense, all other reasonable steps
necessary to obtain confidential treatment by the recipient.  Subject to the foregoing, the party that
received such request or demand may thereafter disclose or provide any CUSTOMER
Confidential Information or PROVIDER Confidential Information, as the case may
be, to the extent required by such Law (as so advised by counsel) or by lawful
process or such Governmental Authority.


 


17

















 


11.4                             HIPAA Addendum.  If
PROVIDER in connection with the provision of a Service, constitutes a
Business Associate (as defined in HIPAA and/or the HIPAA Privacy Rule) and uses
Protected Health Information (as defined in HIPAA and/or the HIPAA Privacy
Rule) generated by or entrusted to Customer, then the terms of Exhibit J
shall apply with respect to such Service. 
CUSTOMER shall provide notice to PROVIDER of changes in HIPAA and/or the
HIPAA Privacy Rule relevant to the performance of the Services and appropriate
training to PROVIDER regarding compliance with HIPAA and the HIPAA Privacy Rule
in accordance with Section 6.3


 


11.5                             Data
Ownership.  All data, records, and
reports relating to the Genworth Business and the customers of the Genworth
Group (collectively, “Records”), whether in existence at the Execution Date
hereof or compiled thereafter in the course of performing the Services, shall
be treated by PROVIDER and its subcontractors as the exclusive property of
CUSTOMER or other member of the Genworth Group and the furnishing of such
Records, or access to such items by, PROVIDER and/or its subcontractors, shall
not grant any express or implied interest in or license to PROVIDER and/or its
subcontractors relating to such Records other than as is necessary to perform
and provide the Services to the Genworth Group.  Upon request by CUSTOMER at any time and from time to time and
without regard to the default status of the parties under the Agreement,
PROVIDER and/or its subcontractors shall promptly deliver to CUSTOMER the
Records in electronic format and in such hard copy as exists on the date of the
request by Customer.


 


12.0                             Indemnities.


 


12.1                             Indemnity by PROVIDER. 
PROVIDER agrees to indemnify, hold harmless and defend the members of
the Genworth Group and their respective directors, officers, employees and
agents, from and against any and all actions, liabilities, losses, damages,
injuries, judgments and external expenses, including, without limitation,
attorneys’ fees, court costs, sanctions imposed by a court, experts’ fees,
interest or penalties relating to any judgment or settlement, and other legal
expenses (including all incidental expenses in connection with such
liabilities, obligations, claims or Actions based upon or arising out of
damage, illness or injury (including death) to person or property caused by or
sustained in connection with the performance of this Agreement)
(“Liabilities”), brought, alleged or incurred by or awarded to any person who
is not a member of the GE Group or the Genworth Group (a “Third Party Claim”)
arising out of or based upon:


 


(a)                                         any alleged or actual violation of any Law
by PROVIDER or any of its Affiliates or Representatives (excluding the Genworth
Group and excluding any such violation to the extent caused by a breach of this
Agreement or any PSA by any Member of the Genworth Group);


 


(b)                                        the
gross negligence or willful misconduct of PROVIDER or any of its Affiliates
(excluding the Genworth Group);


 


(c)                                        PROVIDER’s
provision of any services to any third party from the same facilities from
which the Services are provided to the CUSTOMER;


 


18

















 


(d)                                        the
improper or illegal use or disclosure of consumer information (including
personal, credit or medical information) regarding any customer or potential
customer of CUSTOMER in contravention of PROVIDER’s obligations under this
Agreement or any PSA; and


 


(e)                                        PROVIDER’s
tax liabilities arising from PROVIDER’s provision of Services, as set forth in Section 2.7
hereof.


 


12.2                             Indemnity
by CUSTOMER.  CUSTOMER  agrees to indemnify, hold harmless and
defend PROVIDER, each other member of the GE Group, and their respective
directors, officers, employees and agents, from and against any and all
Liabilities relating to any Third Party Claim arising out of or based upon the
provision of Services by PROVIDER to CUSTOMER, except for Liabilities arising
out of or based upon:


 


(a)                                         negligence
of PROVIDER, its Affiliates or Representatives;


 


(b)                                        any
of the Excluded Matters related to an act or omission of PROVIDER, its
Affiliates or Representatives;


 


(c)                                        any
matter with respect to which PROVIDER is required to indemnify CUSTOMER under Section 12.1
hereof; or


 


(d)                                        any
Third Party Claim that any resources provided by the CUSTOMER or used by
PROVIDER in connection with the Services infringe, violate or misappropriate
any Intellectual Property or Trademarks of any third party, excluding any such
infringement, violation or misappropriation caused by:


 


(i)                                           any
such resources first provided to PROVIDER after the Execution Date, but
excluding any infringement, violation or misappropriation resulting from
modifications by or on behalf of the PROVIDER to any such resources,
combinations of such resources with other items, or use of such resources,
except as specified by CUSTOMER in each case (it being understood that the use
of all Software included in any such resources in combination with computers or
other hardware with which such Software is intended to be used shall be deemed
to be so specified);


 


(ii)                                      any
such resources first specified by CUSTOMER after the Execution Date for use by
PROVIDER in connection with the Services, but excluding any infringement,
violation or misappropriation resulting from (A) modifications by or on behalf
of the PROVIDER to any such resources, combinations of such resources with
other items, or use of such resources, except as specified by CUSTOMER in each
case (it being understood that the use of all Software included in any such
resources in combination with computers or other hardware with which such
Software is intended to be used shall be deemed to be so specified) and (B) any
failure by PROVIDER to fulfill its express obligation under any PSA or other
applicable written agreement between the parties to


 


19

















 


obtain any rights
or consents necessary for the use by PROVIDER of any Intellectual Property of a
third party; and


 


(iii)                                 modifications
by or on behalf of the CUSTOMER after the Execution Date to any such resources
provided by PROVIDER and/or its Affiliates and Representatives to the CUSTOMER
in the course of performing the Services, combinations of such resources with
other items, or use of such resources, except as specified by PROVIDER in each
case (it being understood that the use of any and all Software in any such
resources in combination with computers or other hardware with which such
Software is intended to be used shall be deemed to be so specified).


 


12.3                             Indemnification
Obligations Net of Insurance Proceeds and Other Amounts, On an After-Tax Basis.


 


(a)                                         Any
Liability subject to indemnification pursuant to this Section 12.0
will be net of Insurance Proceeds that actually reduce the amount of the
Liability and will be determined on an After-Tax Basis.  Accordingly, the amount which any party (an
“Indemnifying Party”) is required to pay to any Person entitled to
indemnification hereunder (an “Indemnified Party”) will be reduced by
any Insurance Proceeds theretofore actually recovered by or on behalf of the
Indemnified Party in respect of the related Liability.  If an Indemnified Party receives a payment
(an “Indemnity Payment”) required by this Agreement from an Indemnifying
Party in respect of any Liability and subsequently receives Insurance Proceeds,
then the Indemnified Party will pay to the Indemnifying Party an amount equal
to the excess of the Indemnity Payment received over the amount of the
Indemnity Payment that would have been due if the Insurance Proceeds had been
received, realized or recovered before the Indemnity Payment was made.


 


(b)                                        An
insurer who would otherwise be obligated to pay any claim shall not be relieved
of the responsibility with respect thereto or, solely by virtue of the
indemnification provisions hereof, have any subrogation rights with respect thereto.  The Indemnified Party shall use its
commercially reasonable efforts to seek to collect or recover any third-party
(which shall not include any captive insurance subsidiary) Insurance Proceeds
(other than Insurance Proceeds under an arrangement where future premiums are
adjusted to reflect prior claims in excess of prior premiums) to which the
Indemnified Party is entitled in connection with any Liability for which the
Indemnified Party seeks indemnification pursuant to this Section 12.0;
provided that the Indemnified Party’s inability to collect or recover any such
Insurance Proceeds shall not limit the Indemnifying Party’s obligations
hereunder.


 


(c)                                        The
term “After-Tax Basis” as used in this Section 12.0 means
that, in determining the amount of the payment necessary to indemnify any party
against, or reimburse any party for, Liabilities, the amount of such
Liabilities will be determined net of any reduction


 


20

















 


in tax derived by the
Indemnified Party as the result of sustaining or paying such Liabilities, and
the amount of such indemnification payment will be increased (i.e., “grossed
up”) by the amount necessary to satisfy any income or franchise tax liabilities
incurred by the Indemnified Party as a result of its receipt of, or right to
receive, such Indemnity Payment (as so increased), so that the Indemnified
Party is put in the same net after-tax economic position as if it had not
incurred such Liabilities, in each case without taking into account any impact
on the tax basis that an Indemnified Party has in its assets.


 


12.4                             Procedures
for Indemnification of Third Party Claims.


 


(a)                                         If
an Indemnified Party shall receive notice or otherwise learn of the assertion
of any Third Party Claim or of the commencement by any such Person of any
Action with respect to which an Indemnifying Party may be obligated to provide
indemnification to such Indemnified Party pursuant to this Section 12.4,
such Indemnified Party shall give such Indemnifying Party written notice
thereof within 20 days after becoming aware of such Third Party Claim.  Any such notice shall describe the Third
Party Claim in reasonable detail. 
Notwithstanding the foregoing, the failure of any Indemnified Party or
other Person to give notice as provided in this Section 12.4 shall
not relieve the Indemnifying Party of its obligations under this Section 12.4,
except to the extent that such Indemnifying Party is actually prejudiced by
such failure to give notice.


 


(b)                                        An
Indemnifying Party may elect to defend (and to seek to settle or compromise),
at such Indemnifying Party’s own expense and by such Indemnifying Party’s own
counsel, any Third Party Claim.  Within
30 days after the receipt of notice from an Indemnified Party in accordance
with Section 12.4(a) (or sooner, if the nature of such Third Party
Claim so requires), the Indemnifying Party shall notify the Indemnified Party
of its election whether the Indemnifying Party will assume responsibility for
defending such Third Party Claim, which election shall specify any reservations
or exceptions.  After notice from an
Indemnifying Party to an Indemnified Party of its election to assume the
defense of a Third Party Claim, such Indemnified Party shall have the right to
employ separate counsel and to participate in (but not control) the defense,
compromise, or settlement thereof, but the fees and expenses of such counsel
shall be the expense of such Indemnified Party except as set forth in the next
sentence.  If the Indemnifying Party has
elected to assume the defense of the Third Party Claim but has specified, and
continues to assert, any reservations or exceptions in such notice, then, in
any such case, the reasonable fees and expenses of one separate counsel for all
Indemnified parties shall be borne by the Indemnifying Party, but the
Indemnifying Party shall be entitled to reimbursement by the Indemnified Party
for payment of any such fees and expenses to the extent that it establishes
that such reservations and exceptions were proper.


 


(c)                                        If
an Indemnifying Party elects not to assume responsibility for defending a Third
Party Claim, or fails to notify an Indemnified Party of its election as
provided in Section 12.4(b) such Indemnified Party may defend such
Third Party Claim at the cost and expense of the Indemnifying Party.


 


(d)                                        Unless
the Indemnifying Party has failed to assume the defense of the Third Party
Claim in accordance with the terms of this Agreement, no Indemnified Party may


 


21

















 


settle or compromise any
Third Party Claim without the consent of the Indemnifying Party.  No Indemnifying Party shall consent to entry
of any judgment or enter into any settlement of any pending or threatened Third
Party Claim in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party
without the consent of the Indemnified Party if (i) the effect thereof is to
permit any injunction, declaratory judgment, other order or other nonmonetary
relief to be entered, directly or indirectly against such Indemnified Party and
(ii) such settlement does not include an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Third Party Claim.


 


12.5                             Additional
Matters.


 


Indemnification
payments in respect of any Liabilities for which an Indemnified Party is
entitled to indemnification under this Section 12.5 shall be paid
by the Indemnifying Party to the Indemnified Party as such Liabilities are
incurred upon demand by the Indemnified Party, including reasonably
satisfactory documentation setting forth the basis for the amount of such
indemnification payment, including documentation with respect to calculations
made on an After-Tax Basis and consideration of any Insurance Proceeds that
actually reduce the amount of such Liabilities.  The indemnities contained in this Section 12.5 shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Indemnified Party; (ii) the knowledge
by the Indemnified Party of Liabilities for which it might be entitled to
indemnification hereunder; (iii) any termination of this Agreement or any PSA;
and (iv) the sale or other transfer by any party of any assets or businesses or
the assignment by it of any liabilities.


 


If payment is made
by or on behalf of any Indemnifying Party to any Indemnified Party in
connection with any Third Party Claim, such Indemnifying Party shall be
subrogated to and shall stand in the place of such Indemnified Party as to any
events or circumstances in respect of which such Indemnified Party may have any
right, defense or claim relating to such Third Party Claim against any claimant
or plaintiff asserting such Third Party Claim or against any other Person.  Such Indemnified Party shall cooperate with
such Indemnifying Party in a reasonable manner, and at the cost and expense of
such Indemnifying Party, in prosecuting any subrogated right, defense or claim.


 


In an Action in
which the Indemnifying Party is not a named defendant, if either the
Indemnified Party or Indemnifying Party shall so request, the parties shall
endeavor to substitute the Indemnifying Party for the named defendant if they
conclude that substitution is desirable and practical.  If such substitution or addition cannot be
achieved for any reason or is not requested, the named defendant shall allow
the Indemnifying Party to manage the Action as set forth in this section, and
the Indemnifying Party shall fully indemnify the named defendant against all
costs of defending the Action (including court costs, sanctions imposed by a
court, attorneys’ fees, experts fees and all other external expenses), the
costs of any judgment or settlement, and the cost of any interest or penalties
relating to any judgment or settlement.


 


22

















 


12.6                             Remedies Cumulative; Limitations.


 


(a)                                         The
rights provided in this Section 12.6 shall be cumulative and,
subject to the provisions of Section 12.0 and Section 21.12,
shall not preclude assertion by any Indemnified Party of any other rights or
the seeking of any and all other remedies against any Indemnifying Party.


 


(b)                                        PROVIDER’s indemnity hereunder shall not extend to any Liabilities incurred or suffered by CUSTOMER
as a result of inaccurate or incomplete data or information submitted to
PROVIDER by CUSTOMER.


 


(c)                                        The
liability of each party (and their respective Affiliates) to each other with
respect to the indemnified matters shall be included in the calculation of, and
limited by, the Excluded Matters Cap.


 


13.0                             Limitation
of Liability.


 


13.1                             No System Liability.  PROVIDER
shall have no liability to CUSTOMER for any delay of performance or breach of
this Agreement to the extent caused by or related to any errors in the System
or the lack of availability to PROVIDER of the System provided by CUSTOMER
under Section 6.1.


 


13.2                             Liability
for Simple Breach.  The parties
shall be liable to one another for fifty percent (50%) of all Direct Damages
resulting from their respective breaches of this Agreement or PSA or negligence
in the performance of the Services during the Initial Term, provided,
that (i) neither party shall have any liability to the other with respect
to an individual breach or negligent act or omission until the losses resulting
from such matter exceed $25,000, and then only to the extent that such losses
exceed $25,000, and (ii) the parties and their Affiliates’ liability to each
other for Direct Damages for such matters arising out of all of the MOAs during
the Initial Term shall not exceed $5,000,000 in the aggregate (the “Simple
Breach Cap”).


 


13.3                             Liability for Excluded Matters.  Subject
to the Excluded Matters Cap described in the following sentence, the parties
shall be liable to one another for one hundred percent (100%) of all Direct
Damages resulting from (i) a party’s gross negligence or willful misconduct,
(ii) PROVIDER’s improper or illegal use or disclosure of consumer
information (including, but not limited to, personal, credit or medical
information) regarding any customer or potential customer of the CUSTOMER
Group, (iii) PROVIDER’s breach of its agreement not to voluntarily withhold
Services, (iv) a breach of Section 15.1(f), or (v) a party’s violation of
Law (collectively, the “Excluded Matters”). 
The parties and their Affiliates’ liability to each other for Direct
Damages arising out of or relating to the Excluded Matters and their respective
indemnification obligations under ARTICLE XII arising under all of
the MOAs during the Initial Term shall not exceed $25,000,000 in the aggregate
(the “Excluded Matters Cap”).


 


13.4                             No
Liability for Acts in Accordance with Instructions.  Notwithstanding anything to the contrary set
forth in the Agreement or any related PSA, neither party shall be liable to the
other party or any of its Affiliates with respect to any act or omission taken
or not taken pursuant to the specific instruction, direction or request, in
writing of such other party made through its authorized representative.


 


23

















 


14.0                             PROVIDER
Employees.


 


14.1                             Responsibility
for PROVIDER Employees.  PROVIDER
shall be responsible for all payments to its employees including any insurance
coverage and benefit programs required by applicable law and regulation.  Nothing in this agreement shall constitute
an employer-employee relationship between the employees of PROVIDER and the
CUSTOMER.


 


15.0                             Representations, Warranties and Covenants.


 


15.1                             PROVIDER
Representations.  PROVIDER
represents, warrants and covenants that:


 


(a)                                         PROVIDER has the facilities, equipment, staff,
experience and expertise to perform and provide the Services required
hereunder;


 


(b)                                        PROVIDER is solvent and able to meet all
financial obligations as they mature, and agrees to notify CUSTOMER promptly of
any change in this status;


 


(c)                                        PROVIDER has the necessary power and authority to execute, deliver and perform its obligations
under this Agreement and this Agreement has been or will be duly executed and
delivered by PROVIDER and constitutes or will constitute the valid and binding
agreement of PROVIDER, enforceable in accordance with its terms;


 


(d)                                        Subject to Section 6.3, the execution and
delivery of this Agreement by PROVIDER and the consummation by PROVIDER of the transactions herein contemplated will not contravene any
provision of applicable Law, and will not constitute a breach of or default
under any agreement or other instrument or any decree, judgment or order to
which PROVIDER is currently a party or by which PROVIDER is bound;


 


(e)                                        PROVIDER
has provided to CUSTOMER a list referring to this paragraph which, to the
knowledge of PROVIDER, sets forth all Software used by PROVIDER (other than
such Software provided to PROVIDER by CUSTOMER) in the performance of the
Services as of the Execution Date;


 


(f)                                          After
the Execution Date, PROVIDER will not use any New Provider Materials in
performing the Services without the prior written consent of CUSTOMER; and


 


(g)                                        After
the Execution Date, PROVIDER will not enter into any material agreement for the
purchase of Hardware or Third Party Software or enter into any material Third
Party Agreements without the prior written consent of CUSTOMER.


 


15.2                             CUSTOMER
Representations.  CUSTOMER
represents, warrants and covenants that:


 


(a)                                         CUSTOMER has the necessary power and authority to
execute, deliver and perform its obligations under this Agreement and this
Agreement has been or will be duly


 


24

















 


executed
and delivered by CUSTOMER and constitutes the valid and binding agreement of
CUSTOMER, enforceable in accordance with its terms; and


 


(b)                                        The execution and delivery of this Agreement by
CUSTOMER and the consummation by CUSTOMER of the transactions herein
contemplated will not contravene any provision of applicable law, and will not
constitute a breach of or default under any agreement or other instrument or
any decree, judgment or order to which CUSTOMER is currently a party or by
which CUSTOMER is bound.


 


15.3                             Approvals
and Consents.  Each party shall be
responsible for obtaining all approvals, permissions, consents or grants
required or which may be required for such party to undertake its duties and
responsibilities regarding any Services under this Agreement and any related
PSA.  Additionally, each party shall
provide such cooperation and support as may be necessary for the other party to
secure such approvals, permissions, consents or grants.


 


15.4                             Cooperation.


 


(a)                                         The
parties shall timely, diligently and on a commercially reasonable basis cooperate,
facilitate the performance of their respective duties and obligations under
this Agreement and each related PSA and reach agreement with respect to matters
left for future review, consideration and/or negotiation and agreement by the
parties, as specifically set forth in this Agreement and PSA.  Further, the parties shall deal and
negotiate with each other and their respective Affiliates in good faith in the
execution and implementation of their duties and obligations under this
Agreement.


 


(b)                                        Not
in limitation of Sections 12.2(d)(i) and (ii), the parties shall make good
faith efforts to share (i) versions, patches, fixes and other modifications
recommended or required by third party providers of Software provided hereunder
by either party to the other prior to or after the Execution Date and (ii)
information regarding the foregoing (i).


 


(c)                                        PROVIDER
agrees, at CUSTOMER’S request and expense, to provide documentary information
and any further assistance required in order to respond for CUSTOMER to state
department of insurance or third party or administrative demands in regulatory
or legal proceedings or in conjunction with formal department of insurance
inquiries related to the Services performed by PROVIDER.  The assistance rendered by PROVIDER under
this Section 15.4(c) shall include causing PROVIDER’s employees to
travel to the United States to participate in or testify at regulatory or legal
proceedings relating to the Services as required by Law or request of any
Governmental Authority or as otherwise reasonably requested by CUSTOMER, provided,
that CUSTOMER shall reimburse PROVIDER for the reasonable travel and living
expenses incurred by such employees in accordance with CUSTOMER’s reimbursement
policies generally applicable to CUSTOMER’s employees.


 


16.0                             Notices.


 


All notices,
requests, claims, demands and other communications under this Agreement shall
be given or made (and shall be deemed to have been duly given or made if the
sender has


 


25

















 


reasonable means of showing receipt thereof) by delivery in person, by
reputable international courier service, by facsimile with receipt confirmed
(followed by delivery of an original via reputable international courier
service) to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with
this Section 16.0):


 


	
  TO PROVIDER:

  	
   

  
	
  Attention:

  	
   

  	
  Pramod Bhasin

  
	
  Designation:

  	
   

  	
  President & CEO

  
	
  Address:

  	
   

  	
  GE Towers,
  Sector Road, DLF City Phase V Sector Road, Sector

  53, Gurgaon, Haryana

  
	
  Fax:

  	
   

  	
  91 124 235 6976

  
	
  E-mail:

  	
   

  	
  Pramod.Bhasin@geind.GE.com

  
	
   

  	
   

  	
   

  
	
  Copy To: 

  	
   

  
	
  Attention:

  	
   

  	
  Raghuram Raju

  
	
  Designation:

  	
   

  	
  General Counsel

  
	
  Address:

  	
   

  	
  GE Towers,
  Sector Road, DLF City Phase V Sector Road, Sector

  53, Gurgaon, Haryana

  
	
  Fax:

  	
   

  	
  91 124 235 6978

  
	
  E-mail:

  	
   

  	
  raghuram.raju@geind.ge.com

  
	
   

  	
   

  	
   

  
	
  TO CUSTOMER:

  
	
  Attention:

  	
   

  	
  Scott McKay

  
	
  Designation:

  	
   

  	
  Senior Vice President, Operations & Quality

  
	
  Address:

  	
   

  	
  6620 West Broad Street, Richmond, VA 23230

  
	
  Fax:

  	
   

  	
  804/662-7766

  
	
  E-mail:

  	
   

  	
  scott.mckay@ge.com

  
	
   

  	
   

  	
   

  
	
  Copy To:

  
	
  Attention:

  	
   

  	
  Leon Roday

  
	
  Designation:

  	
   

  	
  Senior Vice President and General Counsel

  
	
  Address:

  	
   

  	
  6620 West Broad
  Street, Richmond, VA 23230

  
	
  Fax:

  	
   

  	
  (804) 662-2414

  
	
  E-mail:

  	
   

  	
  Leon.Roday@ge.com

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Elana Edwards

  
	
  Designation:

  	
   

  	
  Senior
  Operations Leader

  
	
  Address:

  	
   

  	
  700 Main Street,
  Lynchburg, VA 24504

  
	
  Fax:

  	
   

  	
  (434) 948-5064

  
	
  E-mail:

  	
   

  	
  elana.edwards@ge.com

  



 


26

















 


	
  Attention:

  	
   

  	
  Beth Wortman

  
	
  Designation:

  	
   

  	
  General Counsel

  
	
  Address:

  	
   

  	
  700 Main Street,
  Lynchburg, VA 24504

  
	
  Fax:

  	
   

  	
  (434) 948-5819

  
	
  E-mail:

  	
   

  	
  beth.wortman@ge.com

  



 


The parties may agree to additional notice requirements related to
specific outsourcing projects from time to time.


 


17.0                             Intellectual
Property.


 


Exhibit I of this Agreement sets
forth certain additional rights and obligations of the parties with respect to
intellectual property.


 


18.0                             Non-Compete.


 


18.1                             Limitations
on Provision of Services.  From the
Execution Date until the Volume Reduction Date, to the extent that PROVIDER
provides such Services to CUSTOMER, PROVIDER shall not market, sell or provide
the Services (including granting licenses to use or assigning any interest in
any PROVIDER Licensed Technology, but excluding any such assignment in connection
with a PROVIDER divestiture permitted pursuant to Section 1.6 of
this Agreement) to any third party in the business of underwriting, marketing,
issuing or administering any (i) life insurance, long-term care insurance, or
annuities, (ii) mortgage insurance, or (iii) credit life, credit health, credit
unemployment or credit casualty insurance products either directly or through a
re-insurer; provided, however, that PROVIDER shall have a right
to provide the Services to GE and its Affiliates or any party that was an
Affiliate of GE on the Execution Date.


 


18.2                             Volume
Reduction Date.  PROVIDER shall
notify CUSTOMER of the potential occurrence of the Volume Reduction Date.  If, within ten (10) days of its receipt of
such notice, CUSTOMER notifies PROVIDER of its intent to increase the volume of
Services consumed by CUSTOMER such that the level of Dedicated FTEs or
Customer-Controllable Revenues, as applicable, increases above the fifty
percent (50%) threshold, and does so increase such volume within sixty (60)
days of receipt of such notice, then the Volume Reduction Date shall not be
deemed to have occurred.


 


18.3                             Equitable
Relief.  PROVIDER acknowledges that
any violation of the restrictions contained in the foregoing paragraph would
result in irreparable injury to CUSTOMER, and PROVIDER further acknowledges
that, in the event of its violation of any of these restrictions, CUSTOMER
shall be entitled to obtain from any court of competent jurisdiction (in any
jurisdiction) preliminary and permanent injunctive relief, regardless of the
dispute resolution provisions set forth in Exhibit G, as well as damages
to which it may be entitled under such provisions.


 


27

















 


19.0                             Change Control Procedure.


 


If either party requests
a modification of the Agreement or any PSA, including (i) a change to the
scope of the Services, Dedicated FTEs, Performance Standards, or Charges under
any PSA, (ii) a change to the Exhibits or Schedules to the Agreement,
(iii) the addition of New Services, (iv) a change to the features,
functionality, scalability or performance of the Services, or (v) any other
change to the terms of the Agreement or any PSA, the requesting party’s Account
Executive or his or her designee shall submit a written proposal in the form
attached as Exhibit K (a “Change Order Request”) to the other
party’s Account Executive describing such desired change.  Such party’s Account Executive shall review
the proposal and reject or accept the proposal in writing within a reasonable
period of time, but in no event more than thirty (30) days after receipt
of the proposal.  If the proposal is
rejected, the writing shall include the reasons for rejection.  If the proposal is accepted, the parties
shall mutually agree on the changes to be made, if necessary, to the Agreement,
the applicable PSA, or any applicable Exhibits.  All such changes shall be made only in a written Change Order
signed by the Account Executive of each of the parties or his designee
(authorized in writing by the applicable party), and thereafter embodied in the
applicable documents by appropriate written addenda thereto executed by
PROVIDER and CUSTOMER.


 


20.0                             Governance.


 


20.1                             PROVIDER
Account Executive.


 


(a)                                         Designation
and Authority.  Immediately after
execution of this Agreement, PROVIDER shall designate a PROVIDER Account
Executive for the PROVIDER engagement under this Agreement.  The PROVIDER Account Executive, and his/her
designee(s), shall have the authority to act for and bind PROVIDER and its
subcontractors in connection with all aspects of this Agreement.  All of CUSTOMER’s communications shall be
sent to the PROVIDER Account Executive or his/her designee(s).


 


(b)                                        Selection.
Before assigning an individual to the position of Account Executive, whether the
person is initially assigned or subsequently assigned, PROVIDER shall:


 


(i)                                           notify
CUSTOMER of the proposed assignment for CUSTOMER’s approval;


 


(ii)                                      introduce
the individual to appropriate CUSTOMER representatives; and


 


(iii)                                 consistent
with law and PROVIDER’s reasonable personnel practices, provide CUSTOMER with
any other information about the individual that is reasonably requested.


 


(c)                                        PROVIDER
shall cause the person assigned to the position of Account Executive to
maintain his or her principal office at a location designated by CUSTOMER and
to devote all time and effort that is reasonably necessary to the provision of
the Services under this


 


28

















 


Agreement.  PROVIDER shall use commercially reasonable efforts
to maintain the initial PROVIDER Account Executive at CUSTOMER for the minimum
term of eighteen (18) months following the Execution Date, provided that any
term that such Account Executive has already spent in his or her current
position prior to the Execution Date shall be considered as a part of the
18-month period referred to herein, and each of the subsequent PROVIDER Account
Executives for a minimum term of eighteen (18) months, unless such Account
Executive (i) voluntarily resigns from PROVIDER, (ii) is dismissed by
PROVIDER for (A) misconduct or (B) unsatisfactory performance in
respect of his or her duties and responsibilities to CUSTOMER or PROVIDER,
(iii) is unable to work due to his or her death, injury or disability, or
(iv) is removed from the CUSTOMER assignment at the request of CUSTOMER.  Whenever possible, PROVIDER shall give
CUSTOMER at least ninety (90) days advance notice of a change of the
Account Executive or if such ninety (90) days notice is not possible, the
longest notice otherwise possible.


 


(d)                                        Removal.  If CUSTOMER determines that it is not in the
best interests of CUSTOMER for the PROVIDER Account Executive to continue in
his or her capacity, then CUSTOMER shall give PROVIDER written notice
requesting that the Account Executive be replaced.  PROVIDER shall replace the Account Executive as promptly as
practicable, but, in any case, within thirty (30) days, in accordance with this
Section 20.1.


 


20.2                             CUSTOMER
Account Executive.


 


(a)                                         Designation
and Authority.  Immediately after
execution of this Agreement, CUSTOMER shall designate a CUSTOMER Account
Executive for the PROVIDER engagement under this Agreement.  The CUSTOMER Account Executive and his/her
designee(s) shall have the authority to act for and bind CUSTOMER and its contractors
in connection with all aspects of this Agreement.  All of PROVIDER’s communications shall be sent to the CUSTOMER
Account Executive or his/her designee(s).


 


(b)                                        Term.  CUSTOMER shall cause the person assigned to
the position of Account Executive to devote substantial time and effort to the
management of CUSTOMER’s responsibilities under this Agreement. Whenever
possible, CUSTOMER shall give PROVIDER at least ninety (90) days advance
notice of a change of the Account Executive or if such ninety (90) days
notice is not possible, the longest notice otherwise possible.


 


20.3                             Key
Employees of PROVIDER.  For this
Agreement and each PSA executed pursuant hereto, PROVIDER shall notify CUSTOMER
in writing of the names of all of the PROVIDER employees providing Services
under each such agreement who are at the senior professional band and above
(each a “Key Employee”).  Such notice
shall be provided within thirty (30) days of the execution of this Agreement
and each PSA.  PROVIDER shall use
commercially reasonable efforts to maintain the initial Key Employees at
CUSTOMER for the minimum term of eighteen (18) months following the Execution
Date, provided that any term that such Key Employee has already spent in his or
her current position prior to the Execution Date shall be considered as a part
of the 18-month period referred to herein, and each of the subsequent Key
Employees for a minimum term of eighteen (18) months, unless any such Key
Employee (i) voluntarily resigns from PROVIDER, (ii) is dismissed by
PROVIDER for


 


29

















 


(A) misconduct or
(B) unsatisfactory performance in respect of his or her duties and
responsibilities to CUSTOMER or PROVIDER, (iii) is unable to work due to
his or her death, injury or disability, or (iv) is removed from the CUSTOMER
assignment at the request of CUSTOMER. 
Whenever possible, PROVIDER shall give CUSTOMER at least
ninety (90) days advance notice of a change of a Key Employee or if such
ninety (90) days notice is not possible, the longest notice otherwise
possible.  If CUSTOMER determines that
it is not in the best interests of CUSTOMER for any Key Employee to continue in
his or her capacity, then CUSTOMER shall give PROVIDER written notice
requesting that such Key Employee be replaced. 
PROVIDER shall replace the Key Employee as promptly as practicable, but,
in any case, within thirty (30) days, in accordance with this Section 20.3.


 


20.4                             Meetings.


 


(a)                                         The parties will participate in an (i) annual
budgeting and pricing process and a quarterly demand planning process as
described in Section 2.9 and (ii) an annual business strategy and
productivity enhancement process as directed by CUSTOMER.


 


(b)                                        CUSTOMER
may call meetings from time to time with reasonable notice to be held by telephone
or video conference to generally review matters relating to the terms and
conditions of this Agreement and any PSA, the compliance of each of the parties
herewith, and to consider policies, planning and performance relating to
quality controls, production, efficiency and productivity, costs and any other
special matter or matters of concern. 
In addition, either party shall have the right to call meetings by
telephone or video conference, as necessary, with reasonable notice to the
other party, to discuss and resolve specific matters of concern as they
occur.  All meetings shall be attended
by the representatives of the parties who are responsible for performances as
to those matters to be discussed. 
Either party may also request an in-person meeting with reasonable
notice to the other party.  The expenses
for such meeting, including travel and lodging shall be borne by the party
calling the meeting; however, such expenses will be agreed upon by the parties
prior to such meeting.


 


20.5                             Operational
Dispute Resolution.  As contemplated
by Section 1.2 of Exhibit G, the parties may attempt to resolve
Disputes in the normal course of business at the operational level as described
in this Section 20.5.  The
line managers of the parties shall attempt in good faith to resolve such
Dispute through negotiation.  If the
line managers cannot resolve the Dispute within a reasonable period of time,
the Dispute shall be escalated by CUSTOMER to the applicable operations leader
and by PROVIDER to the applicable service leader.  If such persons can not resolve the Dispute within a reasonable
period of time, the Dispute shall be escalated to the Account Executives of
both parties.  If the Dispute is not
resolved by the Account Executives within a reasonable period of time or, in
any case, if such Dispute is not resolved within ten (10) days after
commencement of negotiations pursuant to this Section 20.5, the
Dispute shall be handled in accordance with Exhibit G.


 


21.0                             Miscellaneous.


 


21.1                             Force
Majeure.  No party hereto (or any
Person acting on its behalf) shall have any liability or responsibility for
failure to fulfill any obligation (other than a payment


 


30

















 


obligation) under this
Agreement or any related PSA, so long as and to the extent to which the
fulfillment of such obligation is prevented, frustrated, hindered or delayed as
a consequence of circumstances of Force Majeure.  A party claiming the benefit of this provision shall, as soon as
reasonably practicable after the occurrence of any such event:  (i) notify the other parties of the nature
and extent of any such Force Majeure condition and (ii) use due diligence to
remove any such causes and resume performance under this Agreement as soon as
feasible. The preceding sentence shall not relieve PROVIDER of its obligation
to provide the Services described in the BCP/DRP Plans described in Section 1.2
hereof.  If PROVIDER’s performance is
affected by Force Majeure for a period of more than ten (10) calendar days,
then CUSTOMER may terminate this Agreement by giving written notice to PROVIDER
before performance has resumed without payment of any amount other than accrued
Charges.


 


21.2                             Independent Contractors.  The
parties shall be and act as independent contractors, and under no
circumstances shall this Agreement be construed as one of agency, partnership,
joint venture or employment between the parties.  Each party agrees and acknowledges that it neither has nor will
give the appearance or impression of having any legal authority to bind or
commit the other party in any way.


 


21.3                             Failure to Object Not a Waiver.  The
failure of either party to object to or to take affirmative action with respect
to any conduct of the other party which is in violation of the terms hereof shall
not be construed as a waiver thereof, nor of any future breach or subsequent
wrongful conduct.


 


21.4                             Governing
Law.  This Agreement is to be
governed by and construed and interpreted in accordance with the laws of Virginia  of the United States of America, which is
applicable to contracts wholly made and performed therein.  PROVIDER hereby submits to the jurisdiction
of all courts where CUSTOMER is authorized to do business and all courts of the
United States.  Any action in regard to
the contract or arising out of its terms and conditions shall be instituted and
litigated in the United States.


 


21.5                             No
Third-Party Beneficiaries.  Except
as provided in Section 12.0 with respect to Indemnified parties,
this Agreement is for the sole benefit of the parties to this Agreement and
members of their respective Group and their permitted successors and assigns
and nothing in this Agreement, express or implied, is intended to or shall
confer upon any other Person or entity any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.


 


21.6                             Public
Announcements.  The parties shall
consult with each other before issuing, and give each other the opportunity to
review and comment upon, any press release or other public statements with
respect to the transactions contemplated by this Agreement and the PSAs, and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national
securities exchange or national securities quotation system.


 


31

















 


21.7                             Entire
Agreement.  Except as otherwise
expressly provided in this Agreement, this Agreement (including the PSAs and
the attachments hereto and thereto) constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior agreements and undertakings, both written and oral,
between or on behalf of the parties hereto with respect to such subject matter,
provided, that, unless otherwise expressly agreed by the parties,
matters arising prior to the Execution Date shall be governed by the provisions
of the Master Outsourcing Agreement (including the PSAs and attachments
thereto) as in effect prior to such date.


 


21.8                             Amendment.  No provision of this Agreement or any PSA
may be amended or modified except by a written instrument signed by all the
parties to such agreement.  No waiver by
any party of any provision hereof shall be effective unless explicitly set
forth in writing and executed by the party so waiving.  The waiver by any party hereto of a breach
of any provision of this Agreement or any PSA shall not operate or be construed
as a waiver of any other subsequent breach.


 


21.9                             Rules
of Construction.  Interpretation of
this Agreement and the PSAs shall be governed by the following rules of
construction:  (a) words in the singular
shall be held to include the plural and vice versa and words of one gender
shall be held to include the other gender as the context requires, (b)
references to the terms Article, Section, paragraph, Schedule and Exhibit
are references to the Articles, Sections, paragraphs, Schedules and Exhibits to
this Agreement and the PSAs unless otherwise specified, (c) the word
“including” and words of similar import shall mean “including, without
limitation,” (d) provisions shall apply, when appropriate, to successive events
and transactions, (e) the table of contents and headings contained herein are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement and the PSAs, and (f) this Agreement and the
PSAs shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any
instrument to be drafted.  In the event
of any apparent conflict between the provisions of this Agreement, any Exhibit
to this Agreement or any PSA, such provisions shall be construed so as to make
them consistent to the extent possible, and if such is not possible, then the
parties will negotiate in good faith to resolve such conflicts in a
commercially reasonable manner.  If the
parties are unable to resolve such conflicts, then the provisions of this
Agreement shall control, provided, that the provisions of Exhibit B
shall control over the provisions of the Agreement and any other Exhibits.  In the event of any conflict between the
provisions of this Agreement and any PSA, the provisions of this Agreement
shall control.


 


21.10                    Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent
possible.


 


32

















 


21.11                    Remedies
Not Exclusive.  No remedy herein
conferred upon or reserved to a party is intended to be exclusive of any other
remedy available at law or in equity, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity, by statute or
otherwise.


 


21.12                    Dispute
Resolution.  Any dispute,
controversy or claim arising out of or relating to this Agreement or any
related PSA, or the validity, interpretation, breach or termination of any
provision of this or PSA shall be resolved in accordance with the dispute
resolution process set forth in Exhibit G hereof.


 


21.13                    Language.  All PSAs, documents, exhibits, schedules,
deliverable items, notices and communications of any kind relating to this
Agreement and the PSAs shall be made in the English language.


 


21.14                    Survival.  The following sections of this Agreement
shall survive termination of this Agreement and any PSA:


 


	
  9.0

  	
   

  	
  Obligations on
  Expiration and Termination

  
	
  11.0

  	
   

  	
  Confidentiality

  
	
  12.0

  	
   

  	
  Indemnities

  
	
  13.0

  	
   

  	
  Limitation of
  Liability

  
	
  16.0

  	
   

  	
  Notices

  
	
  17.0

  	
   

  	
  Intellectual
  Property

  
	
  18.0

  	
   

  	
  Miscellaneous

  



 


22.0                             Attachments.


 


The following
Exhibits are attached hereto and are incorporated into this Agreement:


 


	
  Exhibit A

  	
   

  	
  Definitions

  
	
  Exhibit B

  	
   

  	
  Local
  Modifications to Master Agreement

  
	
  Exhibit C

  	
   

  	
  Form of PSA

  
	
  Exhibit D

  	
   

  	
  BCP/DRP Plans

  
	
  Exhibit E

  	
   

  	
  Security
  Procedures

  
	
  Exhibit F

  	
   

  	
  Pricing Template

  
	
  Exhibit G

  	
   

  	
  Dispute
  Resolution

  
	
  Exhibit H

  	
   

  	
  Carve-Out Option

  
	
  Exhibit I

  	
   

  	
  Intellectual
  Property

  
	
  Exhibit J

  	
   

  	
  Business
  Associate Addendum

  
	
  Exhibit K

  	
   

  	
  Change Control
  Procedure

  
	
  Exhibit L

  	
   

  	
  MOAs and PSAs

  



 


33

















 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed by their duly authorized
representatives as of the date first written above.


 


	
   

  	
  First Colony
  Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ward E.
  Bobitz

  
	
   

  	
   

  	
  Ward E.
  Bobitz

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President
  and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
  GE Capital
  International Services

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashok Kumar
  Tyaji

  
	
   

  	
   

  	
  Ashok Kumar
  Tyaji

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Business Leader

  



 


34

















 


EXHIBIT A


 


Definitions


 


“Action” means any demand, action, claim, dispute, suit, countersuit,
arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international Government Authority or any arbitration
or mediation tribunal.


 


“Addendum” means the terms which are supplemental to and/or deviate
from this Agreement as set forth in Exhibit B.


 


“Agreement” means this Agreement, as amended and/or supplemented as set
forth in Exhibit A, together with the other Exhibits and Schedules hereto.


 


“Affiliate” means (and, with a correlative meaning, “affiliated”)
means, with respect to any Person, any direct or indirect subsidiary of such
Person, and any other Person that directly, or through one or more
intermediaries, controls or is controlled by or is under common control with
such first Person; provided, however, that from and after the
Execution Date, no member of the Genworth Group shall be deemed an Affiliate of
any member of the GE Group for purposes of this Agreement and no member of the
GE Group shall be deemed an Affiliate of any member of the Genworth Group for
purposes of this Agreement.  As used in
this definition, “control” (including with correlative meanings, “controlled
by” and “under common control with”) means possession, directly or
indirectly, of power to direct or cause the direction of management or policies
or the power to appoint and remove a majority of directors (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).


 


“After Tax Basis” shall have the meaning given in Section (c) hereof.


 


Bankruptcy Code” has the meaning set forth in Section 2.04 of Exhibit
I.


 


“Base Cost” shall
be PROVIDER’s actual direct cost of providing the Services reasonably and
equitably determined to be attributable to CUSTOMER by PROVIDER for each
year.  The elements of PROVIDER’s direct
cost are described in the attached Exhibit L, and shall take into
account productivity gains or losses.


 


“Baseline Charges”
has the meaning set forth in Section 2.1.


 


“Baseline FTEs” means the number of Dedicated FTEs employed by PROVIDER
and its Affiliates to perform the Services under all of the MOAs as of the
Execution Date, as agreed upon by the parties. 
Upon the occurrence of any event that reduces the number of Dedicated
FTEs employed by PROVIDER to perform Services under the MOAs (including any
transfer by PROVIDER of operations, but excluding the effects of productivity
improvements), other than at the direction of any member of the Genworth Group,
the Baseline FTEs shall be reduced to reflect the reduction in the numbers and
classes of Dedicated Employees affected by such change.


 


 

















 


 


“Baseline Customer-Controllable Revenues” means the budgeted aggregate
Compensation and Benefits expense (as defined in Exhibit F) of the
Baseline FTEs for the first twelve months of the Initial Term, as agreed upon
by the parties.  Upon the occurrence of
any event that reduces the number of Dedicated FTEs employed by PROVIDER to
perform Services under the MOAs (including any transfer by PROVIDER of
operations, but excluding the effects of productivity improvements), other than
at the direction of any member of the Genworth Group, the Baseline
Customer-Controllable Revenues shall be reduced to reflect the reduction in the
numbers and classes of Dedicated Employees affected by such change.


 


“BCP/DRP Plans”
shall have the meaning given such term in Section 1.2 hereof.


 


“Carve-Out” means
the process set forth in Exhibit H commencing upon the election by
CUSTOMER of the Carve-Out Option.


 


“Carve-Out
Conditions” shall have the meaning given such term in Exhibit H hereof.


 


“Carve-Out Option”
shall have the meaning given in Section 9.2 hereof.


 


“Carve-Out
Resources” shall have the meaning given such term in Exhibit H hereof.


 


“Change Control
Procedure” means the procedure set forth in Section 19.0 and Exhibit K
for amending the Agreement including (i) a change to the scope of the
Services, Dedicated FTEs, Performance Standards, or Charges under any
Transaction Document, (ii) a change to the Exhibits or Schedules to this
Agreement, (iii) the addition of New Services, (iv) a change to the features,
functionality, scalability or performance of the Services, and (v) any other
change to the terms of this Agreement or PSA.


 


“Change of
Control” (of CUSTOMER) means any (i) consolidation or merger of GENWORTH with
or into another entity or entities (whether or not GENWORTH is the surviving
entity), excluding any such consolidation or merger with or into an Affiliate
of GENWORTH or GE or an Affiliate of GE, (ii) any sale or transfer by GENWORTH
of fifty percent (50%) or more of its assets, excluding any such sale to an
Affiliate of GENWORTH or to GE or an Affiliate of GE, (iii) any sale, transfer
or issuance or series of sales, transfers or issuances of shares or other
voting securities of GENWORTH by GENWORTH or the holders thereof, as a result
of which one holder, or a group of holders acting in concert (other than GE or
an Affiliate of GE), acquires the voting power (under ordinary circumstances)
to elect a majority of the directors of GENWORTH.  Notwithstanding the foregoing, no transaction of the type
described in clauses (i), (ii) or (iii) of this Section shall constitute a
Change of Control if, as of immediately following such transaction, persons
that possess the voting power (under ordinary circumstances) to elect a
majority of the directors of GENWORTH as of immediately prior to such
transaction continue to hold (directly or indirectly) such voting power.


 


A-2

















 


“Change of
Control” (of PROVIDER) shall have the meaning given such term in Exhibit H
hereof.


 


“Change Order”
means a document that amends the Agreement, including the changes described in
(i) through (v) of the definition of “Change Control Procedure,” executed
pursuant to the Change Control Procedure, in substantially the form set forth
in Exhibit K.


 


“Change Order
Request” has the meaning given in Section 19.0 hereof.


 


“Charges” shall
have the meaning given such term in Section 2.1


 


“Common Termination Date” shall have the meaning given such term in Section 7.1
hereof.


 


“Contract Year” means the calendar year or any portion thereof (e.g. the
initial Contract Year shall be the period from the Execution Date through
December 31, 2004).


 


“Cost Factor” shall have the meaning given such term in Section 2.2
hereof.


 


“CPR” shall have the meaning given such term in Exhibit G
hereof.


 


“CPR Arbitration Rules” shall have the meaning given such term in Exhibit
G hereof.


 


 


“CUSTOMER
Confidential Information” shall have the meaning given such term in Section 11.1
hereof.


 


“Customer-Controllable Revenue” means the aggregate salaries of the
Dedicated FTEs.


 


“CUSTOMER Licensed
Technology” means all Technology and Intellectual Property owned by CUSTOMER or
its Affiliates and provided to PROVIDER (or its authorized subcontractors in
accordance with Section 10) by CUSTOMER or its Affiliates for use
or necessary for use in the provision of the Services (which, for the avoidance
of doubt, does not include any Technology or Intellectual Property owned by a
third party). CUSTOMER Licensed Technology shall include Technology or
Intellectual Property developed by PROVIDER (or its authorized subcontractors
in accordance with Section 10) and owned by CUSTOMER, except as
otherwise provided in the Agreement or any PSA relating to such developed
Technology or Intellectual Property.


 


“Dedicated FTEs” shall mean the full-time equivalent employees,
including supervisors, direct support personnel (e.g. trainers) and other
members of the PROVIDER management identified and agreed to by CUSTOMER,
dedicated to the performance of the Services from time to time.


 


“Delayed Transfer
Legal Entities” means Financial Assurance Company Limited, Financial Insurance
Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance
Compania de Seguros y Reaseguros de Vida SA and GE Financial Insurance Compania
de Seguros y Reaseguros SA.


 


“Direct Damages”
means actual, direct damages incurred by the claiming party which include, by
way of example (a) erroneous payments made by PROVIDER or CUSTOMER as a
result of a


 


A-3

















 


failure by
PROVIDER to perform its obligations under an MOA or PSA, (b) the costs to
correct any deficiencies in the Services, (c) the costs incurred by CUSTOMER to
transition to another provider of Services and/or to take some or all of such
functions and responsibilities in-house, (d) the difference in the amounts
to be paid to PROVIDER hereunder and the charges to be paid to such other
provider and/or the costs of providing such functions, responsibilities and
tasks in-house, and (e) similar damages. 
“Direct Damages” shall not include, and neither party or its Affiliates
shall be liable for, any indirect, special, incidental, exemplary, punitive or
consequential damages (including, without limitation, any loss of data or
records, lost profits or other economic loss) arising out of its breach,
negligence or any of the Excluded Matters, even if the other party or its
Affiliates have been advised of the possibility of or could have foreseen such
damages, provided that any such damages relating to a Third Party Claim shall
be considered Direct Damages.  For the
avoidance of doubt, PROVIDER shall remain liable for all Direct Damages
regardless of whether such damages are the subject of any reinsurance
arrangement entered into by CUSTOMER.  Direct Damages shall be
calculated and paid on an After-Tax Basis, net of Insurance Proceeds, in the
manner described in Section 12.3.


 


“Discount Factor”
shall have the meaning given such term in Sections 2.2 and 2.4
hereof.


 


“Dispute” shall
have the meaning given such term in Exhibit G hereof.


 


“Excluded Matters”
shall have the meaning given such term in Section 13.3 hereof.


 


“Excluded Matters
Cap” shall have the meaning given such term in Section 13.3 hereof.


 


“Execution Date”
means the date of this Agreement as set forth on the first page hereof.


 


“Facility” shall
have the meaning given such term in Exhibit H hereof.


 


“Fair Market
Value” shall have the meaning given such term in Exhibit H hereof.


 


“Force Majeure”
means, with respect to a party, an event beyond the control of such party (or
any Person acting on its behalf), which by its nature could not have been
foreseen by such party (or such Person), or, if it could have been foreseen,
was unavoidable, and includes, without limitation, acts of God, storms, floods,
riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) or armed
hostilities or other national or international calamity or one or more acts of
terrorism or failure of energy sources.


 


“GAAP” means
generally accepted accounting principles prevailing from time to time in the
applicable jurisdiction.


 


“GE” means General
Electric Company.


 


“GE Group” means
GE and each Person (other than any member of the Genworth Group) that is an
Affiliate of GE immediately after the Execution Date.


 


“Genworth” shall
have the meaning given such term in the recitals of this Agreement.


 


A-4

















 


“Genworth
Business” means the businesses of (a) the members of the Genworth Group; (b)
GEFAHI; (c) the Delayed Transfer Legal Entities and (d) those terminated,
divested or discontinued businesses of the members of Genworth Group, other
than those listed on Schedule A-1.


 


“Genworth Common
Stock” means the Class A Common Stock, $0.0001 par value per share and the
Class B Common Stock, $0.0001 par value per share, of Genworth.


 


“Genworth Group”
means Genworth, each Subsidiary of Genworth immediately after the Execution
Date and each other Person that is either controlled directly or indirectly by
Genworth immediately after the Execution Date; provided, that certain assets
referred to by the parties as “Delayed Transfer Asset,” that are transferred to
Genworth at any time following the Closing shall, to the extent applicable, be
considered part of the Genworth Group for all purposes of this Agreement.


 


“Genworth Records
Management Policies” means the Genworth Records Management Policy adopted by
Genworth and provided to GECIS,  as
amended from time to time.


 


“Governmental
Authority” means any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government,
including any governmental authority, agency, department, board, commission or
instrumentality whether federal, state, local or foreign (or any political
subdivision thereof), and any tribunal, court or arbitrator(s) of competent
jurisdiction.


 


“Hardware” shall
have the meaning given such term in Exhibit H hereof.


 


“HIPAA” shall have the meaning given such term in Exhibit J
hereof.


 


“Improvement”  means any modification, derivative work or
improvement of any Technology.


 


“Indemnity
Payment” shall have the meaning given such term in Section 12.3
hereof.


 


“Indemnified
Party” shall have the meaning given such term in Section 12.3
hereof.


 


“Indemnifying
Party” shall have the meaning given such term in Section 12.3
hereof.


 


“Information”
means information, whether or not patentable or copyrightable, in written,
oral, electronic or other tangible or intangible forms, stored in any medium,
including studies, reports, records, books, contracts, instruments, surveys,
discoveries, ideas, concepts, know-how, techniques, designs, specifications,
drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data,
computer data, disks, diskettes, tapes, computer programs or other software,
marketing plans, customer names, communications by or to attorneys (including
attorney-client privileged communications), memoranda and other materials
prepared by attorneys or under their direction (including attorney work
product), and other technical, financial, employee or business information or
data, including customer and/or consumer non-public personal financial
information, non-public health information and protected health information as
defined by applicable Law.


 


A-5

















 


“Initial Notice”
shall have the meaning given such term in Exhibit G hereof.


 


“Initial Term”
shall have the meaning given such term in Section 5.1 hereof.


 


“Insurance
Proceeds” means those monies: (a) received by an insured from an insurance
carrier; (b) paid by an insurance carrier on behalf of the insured; or
(c) received (including by way of set off) from any third party in the
nature of insurance, contribution or indemnification in respect of any
Liability; in any such case net of any applicable premium adjustments
(including reserves and retrospectively rated premium adjustments) and net of
any costs or expenses incurred in the collection thereof.


 


“Intellectual Property” means all of the following, whether protected,
created or arising under the laws of the United States or any other foreign
jurisdiction: (i) patents, patent applications (along with all patents
issuing thereon), statutory invention registrations, divisions, continuations,
continuations-in-part, substitute applications of the foregoing and any
extensions, reissues, restorations and reexaminations thereof, and all rights
therein provided by international treaties or conventions,
(ii) copyrights, mask work rights, database rights and design rights,
whether or not registered, published or unpublished, and registrations and
applications for registration thereof, and all rights therein whether provided
by international treaties or conventions or otherwise, (iii) trade
secrets, (iv) intellectual property rights arising from or in respect of
Technology and (v) all other applications and registrations related to any
of the intellectual property rights set forth in the foregoing
clauses (i) – (v) above. 
As used in this Agreement, the term “Intellectual Property” expressly
excludes (x) trademarks, service marks, trade dress, logos and other
identifiers of source, including all goodwill associated therewith and all
common law rights, registrations and applications for registration thereof, and
all rights therein provided by international treaties or conventions, and all
reissues, extensions and renewals of any of the foregoing and
(y) intellectual property rights arising from or in respect of domain
names, domain name registrations and reservations (all of the foregoing
collectively, the “Trademarks”).


 


“Key Employee”
shall have the meaning given in Section 20.3 hereof.


 


“Law” means any
federal, state, local or foreign law (including common law), statute, code,
ordinance, rule, regulation, order or other requirement enacted, promulgated,
issued or entered by a Governmental Authority, including without limitation,
the Gramm-Leach-Bliley Act, its implementing regulations, applicable state
privacy laws, and HIPAA.


 


“Liabilities”
shall have the meaning given such term in Section 12.1.


 


“Licensed Products
and Services” means those products and services that use, practice or
incorporate the Licensor’s Intellectual Property or Technology.


 


“Licensee” means a
Person receiving a license or sublicense under Exhibit I.


 


“Licensor” means a
Person granting a license or sublicense under Exhibit I.


 


A-6

















 


“Mission Critical”
operations shall mean those operations identified by CUSTOMER from time to time
as mission critical in one (1) or more written notices to PROVIDER.


 


“MOAs” means
(i) all of the Amended and Restated Master Outsourcing Agreements entered
into between Affiliates of Genworth and PROVIDER in connection with that
certain Outsourcing Services Separation Agreement dated
        , 2004 between Genworth,
PROVIDER, General Electric Company and General Electric Capital Corporation,
and (ii) all PSAs executed pursuant to such Amended and Restated Master
Outsourcing Agreements, all as identified by the parties as of the Execution
Date.


 


“New Provider Materials” means all Software first used by PROVIDER or
its Affiliates or their Representatives in performing the Services after [the
Execution Date].


 


“New Services”
shall have the meaning given such term in Section 1.7 hereof.


 


“Non-exclusive
Employees” shall have the meaning given such term in Exhibit H
hereof.


 


“Notification
Date” shall have the meaning given such term in Section 7.2 hereof.


 


“Payment Date”
shall have the meaning given such term in Section 3.5 hereof.


 


“Payment Default
Notice” shall have the meaning given such term in Section 3.5
hereof.


 


“Performance
Standards” means the performance requirements for PROVIDER set forth in any
PSA.


 


“Person” means any
individual, corporation, partnership, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental authority
or other entity.


 


“PROVIDER Licensed
Technology” means all Technology and Intellectual Property owned by PROVIDER or
its Affiliates and used in the provision of the Services under the Agreement
and PSAs (which, for the avoidance of doubt, does not include any Technology or
Intellectual Property owned by a third party).


 


“PROVIDER
Confidential Information” has the meaning given such term in Section 11.2
hereof.


 


“PROVIDER
Divestiture” shall have the meaning given such term in Section 1.6
hereof.


 


“PROVIDER
Employees” shall have the meaning given such term in Exhibit H
hereof.


 


“PSA(s)” means the
Project Specific Agreements entered into between the parties under the original
Master Outsourcing Agreement and hereafter and certain other services
agreements entered into between the parties, all of which are and shall be
listed on Exhibit L hereof.


 


“Renewal Period”
shall have the meaning given such term in Section 5.2 hereof.


 


A-7

















 


“Response” shall
have the meaning given such term in Exhibit G hereof.


 


“SAP” means
statutory accounting practices mandated by state law or regulation.


 


 “Service Hours” shall have the meaning given
such term in Section 6.1 hereof.


 


“Services” means
(a) any services described in a PSA, (b) the services described in
the BCP/DRP Plans, and (c) any other functions, responsibilities, tasks
not specifically described in the Agreement or PSA which are required for the
proper performance of and provision of the above services, or are an inherent
part of, or necessary subpart included within, such services.


 


“Services Transfer
Assistance” shall have the meaning given such term in Section 9.1
hereof.


 


“Simple Breach
Cap” shall have the meaning given such term in Section 13.2 hereof.


 


“Software” means
the object and source code versions of computer programs and associated
documentation, training materials and configurations to use and modify such
programs, including programmer, administrator, end user and other
documentation.


 


“Subsidiary” or
“subsidiary” means, with respect to any Person, any corporation, limited
liability company, joint venture or partnership of which such Person
(a) beneficially owns, either directly or indirectly, more than fifty
percent (50%) of (i) the total combined voting power of all classes of voting
securities of such entity, (ii) the total combined equity interests, or
(iii) the capital or profit interests, in the case of a partnership; or
(b) otherwise has the power to vote, either directly or indirectly,
sufficient securities to elect a majority of the board of directors or similar
governing body.


 


“System” shall
have the meaning given such term in Section 6.1 hereof.


 


“Taxes” shall have
the meaning given such term in Section 2.7 hereof.


 


“Technology”
means, collectively, all designs, formulas, algorithms, procedures, techniques,
ideas, know-how, Software, programs, models, routines, databases, tools,
inventions, creations, improvements, works of authorship, and all recordings,
graphs, drawings, reports, analyses, other writings, and any other embodiment
of the above, in any form, whether or not specifically listed herein.


 


“Third Party
Agreements” shall have the meaning given such term in Exhibit H
hereof.


 


“Third Party
Claim” shall have the meaning given such term in Section 12.1
hereof.


 


“Third Party
Software” shall have the meaning given such term in Exhibit H
hereof.


 


“Trigger Date”
means the first date on which members of the GE Group cease to
beneficially own (excluding for such purposes shares of Genworth Common Stock
beneficially owned by GE but not for its own account, including (in such
exclusion) beneficial ownership which arises by virtue of some entity that is
an Affiliate of GE being a sponsor of or advisor to a mutual or


 


A-8

















 


similar fund that
beneficially owns shares of Genworth Common Stock) more than fifty percent
(50%) of the outstanding Genworth Common Stock.


 


“Volume Reduction
Date” means the date on which either (i) the number of Dedicated FTEs used by
PROVIDER to perform the Services for CUSTOMER and its Affiliates under all of
the MOAs, or (ii) the annualized Customer-Controllable Revenues relating to
Dedicated FTEs performing Services for CUSTOMER and its Affiliates under all of
the MOAs are less than fifty percent (50%) of the Baseline FTEs or Baseline
Customer-Controllable Revenues, respectively.


 


A-9

















 


Schedule A-1


 


Discontinued
Businesses


 


GE Property &
Casualty Insurance Company


GE Casualty Insurance
Company


GE Indemnity Insurance
Company


GE Auto & Home
Assurance Company


Bayside Casualty
Insurance Company


 

















 


EXHIBIT B


 


Local
Modifications to Master Agreement


 


None


 

















 


EXHIBIT
C


 


Form of PSA


 


PROJECT SPECIFIC AGREEMENT


 


This Project
Specific Agreement (“PSA”) is entered into on
        , 200  by [NAME] (hereafter “CUSTOMER”) and [GE Capital International Services]
(hereafter “PROVIDER”).


 


WHEREAS,
CUSTOMER and PROVIDER are parties to that certain Master Outsourcing Agreement
between CUSTOMER and PROVIDER dated       ,
200  (“MOA”);


 


WHEREAS,
CUSTOMER now desires that PROVIDER provide certain services to CUSTOMER and
PROVIDER desires to provide such services pursuant to the terms of the MOA;


 


WHEREAS,
this PSA defines certain rights and liabilities of the parties with respect to [Insert general Project Name or Type of Service];
and


 


WHEREAS,
capitalized terms used herein and not defined shall have the meaning given such
terms in the MOA.


 


NOW
THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


(1)                         Incorporation
of MOA by Reference.  The provisions of the MOA are hereby
incorporated in their entirety into this PSA by reference.


 


The MOA provides substantive terms that the
parties agree will govern and define their rights and liabilities in this
PSA.  The MOA defines many fundamental
provisions including, but not limited to, a description of the conditions under
which the parties may terminate this PSA, confidentiality requirements,
contractual remedies, limitations on assignment and subcontracting,
indemnification rights, intellectual property rules, limitation of liability,
particular representations and warranties made by the parties, and jurisdictional
issues.  The PSA shall be governed by
the terms and conditions stated in the MOA.


 


The provisions of this PSA set forth below
describe the term of this PSA, the Services to be performed, performance
standards, if any, fees that may be charged, regulatory rules applicable to the
Services, and other particulars not otherwise described in the MOA.


 


In the event of any conflict between the
provisions of the MOA and this PSA, the MOA shall control.  The parties to this PSA may deviate from any
terms


 

















 


and conditions of the MOA, only to the extent
that the MOA permits such deviation. Otherwise, such deviations are not
permissible.


 


(2)                         Term.  This PSA
shall commence on the execution date of this PSA and shall continue for so long
as the MOA is effective.  [The
PSA should run concurrently with the MOA unless the parties agree otherwise.]


 


(3)                         Description
of Services.


 


(a)                                         The
services to be performed by PROVIDER are described below and in Exhibit A
to this PSA (the “Services”).  The
Services will be performed with the oversight of and in conjunction with the
offices of CUSTOMER located in the United States of America.


 


(b)                                        Services
generally shall be performed by PROVIDER at certain times of the day to provide
for reasonable overlap of common working hours between PROVIDER and CUSTOMER.


 


(c)                                        [To
the extent CUSTOMER requires specific back-up requirements for records
constituting CUSTOMER’s books of account, such requirements should be inserted
in this Section 3, or if such requirements are regulatory in nature, in
Section 6 below.  The inclusion of
specific back-up requirements may increase the Baseline Charges for the
Services.]


 


(d)                                        [If
the parties contemplate a Description of Services document under the PSA, then
the following addition should be made:


 


PROVIDER shall
prepare, subject to CUSTOMER'S approval, a description of the specific tasks to
be performed ("Description of Services"), including details regarding
the name or title of the CUSTOMER's US-based project or process owner, the
number and qualification of PROVIDER personnel who will perform the task, the
fees payable in connection with the Description of Services and the
metrics-tracking method for each task, including key performance indicators.
A template of the Description of Services is attached hereto as
Exhibit B ("DOS Template"). CUSTOMER may also permit an
affiliate to receive Services under the PSA and DOS by causing an affiliate to
execute one or more Description of Services in the form or substantially in the
form of the DOS Template. Thus, for purposes of this PSA, any CUSTOMER
affiliate which executes a PSA shall be considered a CUSTOMER.]


 


 


(4)                         Performance
Standards.


 


(a)                                         PROVIDER
shall perform the Services in conformance with CUSTOMER’s guidelines and
procedures for the Services as agreed to by the parties and attached as
Schedule   .


 


(b)                                       [Section 4.1
of the MOA contemplates the insertion of Performance Standards, if any, for the
Services.  Insert any additional
Performance Standards applicable to this PSA as new subsections of this Section 4
or as a new Schedule to this PSA.]


 


(c)                                        [Section 4.2
of the MOA contemplates measuring the Performance Standards monthly, but allows
for deviations.  If different
measurement periods are desired, such should be inserted in this
Section 4.]


 


C-2

















 


(5)                         Fees.


 


(a)                                        CUSTOMER
agrees to pay the following Baseline Charges to PROVIDER for performance of the
Services:  [Insert FTE rate].  [Please note
that Exhibit A to the MOA requires Baseline Charges for new PSAs to be
defined in each PSA.  The Baseline
Charges must be an FTE rate to avoid problems with the pricing adjustment,
volume reduction and non-compete provisions of the MOA.]


 


At the time of execution of the PSA, the
parties expect that    no. of FTEs will be required to complete the
Services.  The volume of services
required under this PSA may increase during the term of the PSA.  In case the volume increases during the term,
the parties may agree to increase the number of FTEs providing the Services under
the PSA, provided that such number will not exceed
       . 
[Insert the maximum cap of FTE here. The number of
FTEs may be changed outside this range in accordance with the Change Control
Procedure in Section 19.0 of the MOA.]


 


(b)                                        [To
the extent the fee structure is subject to regulation and the applicable
requirements are not addressed in the MOA, include such requirements here.  For instance, certain existing PSAs require
PROVIDER to satisfy certain expense and cost allocation requirements, such as New
York Insurance Department Regulation No. 33].


 


(6)                         Regulatory
Matters.


 


(a)                                         PROVIDER
shall (i) assist and cooperate with CUSTOMER with respect to any
regulatory examination or investigation of CUSTOMER or legal proceeding
involving CUSTOMER, (ii) make available personnel with detailed knowledge
of the Services to meet with CUSTOMER or any regulatory agency with
jurisdiction over CUSTOMER at such place as may be requested by CUSTOMER or
such regulatory agency, and (iii) employ a compliance officer to monitor
the performance of the Services.


 


(b)                                       [Section 4.3
of the MOA requires PROVIDER to perform the Services in compliance with all
applicable Laws, stock exchange rules or generally accepted, statutory or
regulatory accounting or actuarial principles specified in a PSA.  Therefore, any specific rules that CUSTOMER
must require PROVIDER to


 


C-3

















 


comply
with in performing the Services should be set forth in this
Section 6.  For instance, an
existing PSA requires that: “CUSTOMER records must be maintained by PROVIDER
and CUSTOMER in accordance with applicable laws and regulations including, but
not limited to, New York Insurance Department Regulation No. 152 (11 NYCRR
Part 243).” However, please review Exhibit B to the MOA to ensure the
specific rules have not already been included there.] Customer shall have the
responsibility to inform the Provider about specific compliance and/ or
regulatory requirements that the Provider needs to comply with and provide regular
updates and training regarding the same.


 


(7)                         Remedies.  [Insert additional remedies, if any, agreed
to by the parties.  See Section 4.4
of the MOA.]


 


(8)                         Intellectual
Property


 


(a)                                        [Under
Section 1.02 of Exhibit I to the MOA, all Technology and
Intellectual Property developed jointly by the parties will be owned by
PROVIDER.  However, the parties may
agree otherwise in a PSA.  Therefore,
any deviations from this rule should be specified in this Section 8.]


 


(b)                                       [Schedule I-1
of Exhibit I to the MOA contains a list of Technology and
Intellectual Property which may not be sublicensed, assigned or otherwise
provided to a third party by CUSTOMER without the written consent of General
Electric Company.  Section 2.01(e)
of Exhibit I to the MOA allows the parties to add additional
intellectual property to this list for a particular PSA.]


 


(c)                                        [Section 2.02(e)
of Exhibit I to the MOA states that PROVIDER will have no license
to any CUSTOMER Licensed Technology following the termination of the MOA or any
related PSA, unless the MOA or PSA provides otherwise.  Therefore, to the extent the parties desire
that PROVIDER continue to license certain CUSTOMER Licensed Technology after
termination, this should be inserted in this Section 8.]


 


C-4

















 


(d)                                       [Section 5.03(a)
of Exhibit I to the MOA states that CUSTOMER, on behalf of itself
and its Affiliates, assumes all risk and liability with their use of the
PROVIDER Licensed Technology, subject to any exclusions set forth in the MOA or
PSA.  Therefore, any exclusions to this
rule should be inserted in this Section 8.]


 


(e)                                        [Section 5.03(b)
of Exhibit I to the MOA states that PROVIDER, on behalf of itself
and its Affiliates, assumes all risk and liability with their use of the CUSTOMER
Licensed Technology, subject to any exclusions set forth in the MOA or
PSA.  Therefore, any exclusions to this
rule should be inserted in this Section 8.]


 


(f)                                          [Section 5.04 of Exhibit I to the MOA
states that the parties may agree in any PSA to amend the terms and conditions
of licenses granted under Exhibit I to the MOA.  Therefore, any additional or different
licensing terms should be included in this Section 8.]


 


(9)                         Other
Matters.


 


(a)                                        Provider
will have access to the System during the following time periods: [Insert time
periods] (“Service Hours”).  [Please refer to Section 6.1 of the MOA which
contemplates that each PSA will define the “Service Hours” applicable to such
PSA.  CUSTOMER may also desire to define
the parameters or scope of “access” in this Section 9 of the PSA.]


 


(b)                                       [Section 16.0
of the MOA contains notice information for the parties.  If representatives at the PSA level are
different than the MOA level representatives, the parties should consider
inserting additional notice information under this Section 9.]


 


(c)                                        If
known, the process owners for each party should be inserted into this
Section 9.


 


(d)                                        PROVIDER
represents and warrants to CUSTOMER that


 


(i)                                           PROVIDER
has the necessary power and authority to execute, deliver and perform its


 


C-5

















 


obligations under this PSA and this PSA has been or will be duly
executed and delivered by PROVIDER and constitutes or will constitute the valid
and binding agreement of PROVIDER, enforceable in accordance with its terms;
and


 


(ii)                                      The
execution and delivery of this PSA by PROVIDER and the consummation by PROVIDER
of the transactions herein contemplated will not contravene any provision of
applicable Law, and will not constitute a breach of or default under any
agreement or other instrument or any decree, judgment or order to which
PROVIDER is currently a party or by which PROVIDER is bound.


 


(e)                                        CUSTOMER
represents and warrants to PROVIDER that


 


(i)                                           CUSTOMER
has the necessary power and authority to execute, deliver and perform its
obligations under this PSA and this PSA has been or will be duly executed and
delivered by CUSTOMER and constitutes or will constitute the valid and binding
agreement of CUSTOMER, enforceable in accordance with its terms; and


 


(ii)                                      The
execution and delivery of this PSA by CUSTOMER and the consummation by CUSTOMER
of the transactions herein contemplated will not contravene any provision of
applicable Law, and will not constitute a breach of or default under any
agreement or other instrument or any decree, judgment or order to which
CUSTOMER is currently a party or by which CUSTOMER is bound.


 


(10)                FURTHER,
THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS PSA
AND 2) THE MOA, INCLUDING AMENDMENTS TO THOSE DOCUMENTS FROM TIME TO TIME
EXECUTED BY THE PARTIES.  THIS STATEMENT
OF THE AGREEMENT BETWEEN THE PARTIES SUPERSEDES ALL PROPOSALS OR OTHER PRIOR
AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE


 


C-6

















 


PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.


 


[signatures appear
on the following page]


 


C-7

















 


IN
WITNESS WHEREOF, authorized representatives of the parties
have duly executed this PSA, as of the day and year first written above.


 


[CUSTOMER ENTITY]


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [GE CAPITAL INTERNATIONAL SERVICES]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
								



 


C-8

















 


Exhibit
A


 


Services


 


 


C-9

















 


Exhibit B


 


Agreement Identifier Number:          


 


PROJECT SPECIFIC AGREEMENT


 


DESCRIPTION OF SERVICES


 


	
  This Description of Services has been prepared pursuant to
  Section 3 of the Project Specific 

  Agreement between Customer and GE Capital International Services dated            ,
  200  .

  
	
   

  	
   

  	
   

  
	
  Name of Customer affiliate:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Project (or reference purposes):

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Based Process Owner (name, title and contact information):

  	
   

  
	
   

  	
   

  	
   

  
	
  Description of Services (include tasks to be performed and performance
  standards or metrics

  tracking as appropriate):

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  CUSTOMER'S guidelines and procedures for performing the Services are
  attached hereto as

  Exhibits         .

  
	
   

  
	
  The terms of this DOS shall be coterminous with the term of the PSA.
  The Services described herein shall terminate automatically upon termination
  of the PSA pursuant to which this description was prepared.

  
	
   

  
	
  Description of Services acknowledged by:

  
	
   

  
	
  CUSTOMER Process Owner

  	
   

  	
  PROVIDER Process Owner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  CUSTOMER Legal/ Compliance

  	
   

  	
  PROVIDER Legal/ Compliance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
									



 


 


C-10

















 


 


 


EXHIBIT D


 


BCP/DRP Plans


 


As of the
Execution Date, CUSTOMER has identified the operational processes set forth in
the table below as “Mission Critical” with respect to the Services provided
under all of the MOAs.  PROVIDER shall
provide under this Agreement the Services described in the referenced BCP/DR
Plans to the extent the related processes are included within the Services
performed under this Agreement.  The
references to the BCP/DR Plans set forth in the table below include such BCP/DR
Plans as they may be amended or supplemented from time to time by agreement of
the parties.


 


 


	
  Business

  	
   

  	
  Process ID

  	
   

  	
  BCP/DR
  Plan Reference

  
	
  GEMICO

  	
   

  	
  2052

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2051

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2050

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2049

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2048

  	
   

  	
  *

  
	
  GEMICO

  	
   

  	
  2047

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2627

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1761

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1284

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1969

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1754

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1747

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1746

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1745

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1744

  	
   

  	
  *

  



 

















 


	
  GEFA

  	
   

  	
  1272

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1991

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2658

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3145

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1266

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1741

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2311

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1739

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1962

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2491

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1243

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1257

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  2246

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1960

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  1759

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3381

  	
   

  	
  *

  
	
  GEFA

  	
   

  	
  3384

  	
   

  	
  *

  



 












*As provided by
PROVIDER to CUSTOMER by email from       to
        on
         , 2004.


 


D-2

















 


EXHIBIT E


 


Security
Procedures


 


After the
Execution Date, Provider shall comply with (i) the security procedures and
policies generally applicable within the General Electric Company and its
subsidiaries and as observed by PROVIDER immediately prior to the Execution
Date, and (ii) such other security procedures and policies as CUSTOMER may
direct, provided, that GECIS shall be entitled to recover its cost of complying
with such procedures and policies as part of the Charges for the Services
established pursuant to Section 2 and Schedule F.


 

















 


EXHIBIT F


 


Pricing Template


 


**


 


 

















 


EXHIBIT G


 


Dispute Resolution


 


The following
provisions shall govern any Dispute arising under the Agreement or the PSAs:


 


1.1                                      General
Provisions.


 


(a)                                         Any
dispute, controversy or claim arising out of or relating to this Agreement or
any PSA, or the validity, interpretation, breach or termination thereof (a
“Dispute”), shall be resolved in accordance with the procedures set forth in
this Exhibit G, which shall be the sole and exclusive procedures
for the resolution of any such Dispute unless otherwise specified below.


 


(b)                                        Commencing
with a request contemplated by Section 1.2 set forth below, all
communications between the parties or their representatives in connection with
the attempted resolution of any Dispute, including any mediator’s evaluation
referred to in Section 1.3 set forth below, shall be deemed to have
been delivered in furtherance of a Dispute settlement and shall be exempt from
discovery and production, and shall not be admissible in evidence for any
reason (whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.


 


(c)                                        The
parties expressly waive and forego any right to (i) punitive, exemplary,
statutorily-enhanced or similar damages in excess of compensatory damages, and
(ii) trial by jury.


 


(d)                                        The
specific procedures set forth below, including but not limited to the time
limits referenced therein, may be modified by agreement of the parties in
writing.


 


(e)                                        All
applicable statutes of limitations and defenses based upon the passage of time
shall be tolled while the procedures specified in this Exhibit G are
pending.  The parties will take such
action, if any, required to effectuate such tolling.


 


1.2                                      Consideration
by Senior Executives.


 


If a Dispute is
not resolved in the normal course of business at the operational level, the
parties shall attempt in good faith to resolve such Dispute by negotiation
between executives who hold, at a minimum, the office of President and CEO of
the respective business entities involved in such Dispute.  Either party may initiate the executive
negotiation process by providing a written notice to the other (the “Initial
Notice”).  Fifteen (15) days after
delivery of the Initial Notice, the receiving party shall submit to the other a
written response (the “Response”).  The
Initial Notice and the Response shall include (i) a statement of the Dispute
and of each party’s position, and (ii) the name and title of the executive who
will represent that party and of any other person who will accompany the
executive.  Such executives will meet in


 

















 


person or by telephone within thirty (30) days of the date of the
Initial Notice to seek a resolution of the Dispute.


 


1.3                                      Mediation.


 


If a Dispute is
not resolved by negotiation as provided in Section 1.2 within
forty-five (45) days from the delivery of the Initial Notice, then either party
may submit the Dispute for resolution by mediation pursuant to the CPR
Institute for Dispute Resolution (the “CPR”) Model Mediation Procedure as then
in effect.  The parties will select a
mediator from the CPR Panels of Distinguished Neutrals.  Either party at commencement of the
mediation may ask the mediator to provide an evaluation of the Dispute and the
parties’ relative positions.


 


1.4                                      Arbitration.


 


(a)                                         If
a Dispute is not resolved by mediation as provided in Section 1.3
within thirty (30) days of the selection of a mediator (unless the mediator
chooses to withdraw sooner), either party may submit the Dispute to be finally
resolved by arbitration pursuant to the CPR Rules for Non-Administered
Arbitration as then in effect (the “CPR Arbitration Rules”).  The parties consent to a single,
consolidated arbitration for all known Disputes existing at the time of the
arbitration and for which arbitration is permitted.


 


(b)                                        The
neutral organization for purposes of the CPR Arbitration Rules will be the CPR.
The arbitral tribunal shall be composed of three arbitrators, of whom each
party shall appoint one in accordance with the “screened” appointment procedure
provided in Rule 5.4 of the CPR Arbitration Rules.  The arbitration shall be conducted in New York City.  Each party shall be permitted to present its
case, witnesses and evidence, if any, in the presence of the other party.  A written transcript of the proceedings
shall be made and furnished to the parties. 
The arbitrators shall determine the Dispute in accordance with the law
of the State of New York, without giving effect to any conflict of law rules or
other rules that might render such law inapplicable or unavailable, and shall
apply this Agreement, or the applicable MOA or PSA, according to its terms,
provided that the provisions relating to arbitration shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.


 


(c)                                        The
parties agree to be bound by any award or order resulting from any arbitration
conducted in accordance with this Section 1.4 and further agree
that judgment on any award or order resulting from an arbitration conducted
under this Section 1.4 may be entered and enforced in any court
having jurisdiction thereof.


 


(d)                                        Except
as expressly permitted by this Agreement, no party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute, except (i)
for enforcement as contemplated by Section 1.4(c) above, (ii) to
restrict or vacate an arbitral decision based on the grounds specified under
applicable law, or (iii) for interim relief as provided in paragraph (e) below.
For purposes of the foregoing, the parties hereto submit to the non-exclusive
jurisdiction of the courts of the State of New York.


 


G-2

















 


(e)                                        In
addition to the authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim relief,
including injunctive relief, as it may deem just and equitable.  If the tribunal shall not have been
appointed, either party may seek interim relief from a court having jurisdiction
if the award to which the applicant may be entitled may be rendered ineffectual
without such interim relief.  Upon
appointment of the tribunal following any grant of interim relief by a court,
the tribunal may affirm or disaffirm such relief, and the parties will seek
modification or rescission of the court action as necessary to accord with the
tribunal’s decision.


 


Each party will
bear its own attorneys’ fees and costs incurred in connection with the
resolution of any Dispute in accordance with this Exhibit G.


 


1.5                                      Continued
Performance.


 


The parties agree
to continue to perform their respective obligations under this Agreement and
any related PSA during a Dispute.


 


G-3

















 


EXHIBIT H


 


Carve-Out Option


 


1.0                                      Affected
Carve-Out Resources.  (a)  If the Carve-Out Option is exercised in
connection with any Carve-Out Condition other than a PROVIDER Divestiture, the
Carve-Out Option shall be exercisable for all, but not less than all, of the
Carve-Out Resources used by PROVIDER in connection with all of the
then-outstanding MOAs and related PSAs.


 


(b)                                        If
the Carve-Out Option is exercised in connection with a PROVIDER Divestiture,
the Carve-Out Option shall be exercisable for all, but not less than all, of
the Carve-Out Resources used by PROVIDER in connection with Services
transferred to the acquiror as part of the PROVIDER Divestiture.


 


2.0                                      Warranty.  As of the date hereof, PROVIDER represents
and warrants that to its knowledge there is no law or existing contractual
obligation of PROVIDER that would materially impair the exercise of the
Carve-Out Option by CUSTOMER with relation to any material Hardware,
Third-Party Software or PROVIDER Licensed Technology, or to any PROVIDER
Employees, except to the extent expressly disclosed to and approved in writing
by CUSTOMER.


 


3.0                                      Notice.
CUSTOMER shall notify PROVIDER of its exercise of the Carve-Out Option (i) at
the expiration of the Initial Term, within fifteen (15) days following the
Notification Date; (ii) within fifteen (15) days of notice to PROVIDER of its
intent to terminate the affected PSAs in the case of a Material Breach, (iii)
within one hundred twenty (120) days following a Change of Control of PROVIDER,
and (iv) within thirty (30) days of PROVIDER’s notice to CUSTOMER of a PROVIDER
Divestiture.


 


4.0                                      Consents.
CUSTOMER and PROVIDER shall cooperate with each other and shall use
commercially reasonable efforts to obtain any approvals, permissions, consents
or grants required for CUSTOMER to exercise the Carve-Out Option with relation
to all Carve-Out Resources, including Third Party Software and Third Party
Agreements.


 


5.0                                      No
Carve-Out Option for Acquiror.  No
acquiror of a business operation divested by CUSTOMER shall be entitled to
exercise the Carve-Out Option.


 


6.0                                      Definitions.
As used in this Exhibit H, the following capitalized terms shall have
the following meaning:


 


(a)                                         “PROVIDER”
refers to PROVIDER and each Affiliate of PROVIDER providing Services under any
MOA or PSA, as applicable.


 


(b)                                        “Carve-Out
Resources” refers to the Hardware, Third Party Software, PROVIDER Licensed
Technology, PROVIDER Employees, Third Party Agreements, and the Facility, to
the extent that they are severable and identifiable, as described below.


 

















 


(c)                                        “Carve-Out
Conditions” means (a) any Change in Control of PROVIDER, (b) a Material Breach,
(c) CUSTOMER’s becoming entitled to terminate the Agreement under Section 8.4
of the Agreement, (d) the expiration of the Initial Term, or (e) the occurrence
of a PROVIDER Divestiture.


 


For the purposes
of this provision only, a “Material Breach” shall refer to any breach or a
series of breaches resulting in the termination of one or more PSAs where: (i)
such breach or breaches are material and relate to Excluded Matters (other than
matters involving the gross negligence of PROVIDER), (ii) CUSTOMER is entitled
to recover damages from PROVIDER in excess of $2,000,000 relating to such
breach or breaches, or (iii) such PSAs accounted for ten percent (10%) or more
of the aggregate billings by PROVIDER to CUSTOMER and its Affiliates under all
of the MOAs during the immediately preceding twelve (12) months, provided,
that any dispute as to whether a matter constitutes a Material Breach shall be
resolved pursuant to the dispute resolution provisions set forth in Exhibit
G and any exercise of the Carve-Out Option by CUSTOMER based on any such
matter shall be deferred until such dispute is resolved.


 


(d)                                        A
“Change of Control” of PROVIDER means any (i) consolidation or merger of
PROVIDER with or into another entity or entities (whether or not PROVIDER is
the surviving entity), excluding any such consolidation or merger with or into
GE or an Affiliate of GE, (ii) any sale or transfer by PROVIDER of fifty
percent (50%) or more of its assets, excluding any such sale to GE or an
Affiliate of GE, (iii) any sale, transfer or issuance or series of sales,
transfers or issuances of shares or other voting securities of PROVIDER by
PROVIDER or the holders thereof, as a result of which one holder, or a group of
holders acting in concert (other than GE or an Affiliate of GE), acquires the
voting power (under ordinary circumstances) to elect a majority of the board of
directors (or similar managing group) of PROVIDER.  Notwithstanding the foregoing, no transaction of the type described
in clauses (i), (ii) or (iii) shall constitute a Change of Control of PROVIDER
if, as of immediately following such transaction, persons that possess the
voting power (under ordinary circumstances) to elect a majority of the board of
directors (or similar managing group) of PROVIDER as of immediately prior to
such transaction continue to hold (directly or indirectly) such voting power.


 


(e)                                        “Fair
Market Value” shall mean the fair market value of the Carve-Out Resources as
proposed by CUSTOMER in its Carve-Out Option notice, served prior to the
Notification Date, and agreed by PROVIDER. In the event of disagreement between
the parties as to the fair market value of the Carve-Out Resources as specified
in the Carve-Out Option notice, the parties shall appoint one (1) appraiser
each and such two (2) appraisers will jointly appoint a third (3rd)
appraiser within thirty (30) days of such disagreement. Within sixty (60) days
of their appointment, the three (3) appraisers will each determine and certify
in writing the Fair Market Value of the Carve-Out Resources consistent with the
methodology described below.  The Fair
Market Value shall be the average of the three (3) appraised values, which
value shall be final and binding on the parties.  For the purposes of this provision, an appraiser shall be an
investment banker of international repute. 
Fair Market Value shall be determined by the appraisers pursuant to the
methodology set forth in Schedule H-1 to this Exhibit H .


 


7.0                                      Terms
and Conditions of Option.  If the
Carve-Out Option is exercised, the parties agree to consider in good faith and
agree upon commercially reasonable terms and conditions for


 


H-2

















 


the exercise of such option proposed by either party, including,
without limitation, the terms and conditions (A) to optimize the consequences
for both parties on their respective tax and regulatory positions (B) to
optimize the fulfillment of the obligations of PROVIDER to its employees, or
(C) to optimize the execution of the transition of the Carve-Out Resources from
PROVIDER to CUSTOMER or its designee, or (D) to optimize the transaction
structure, or combination of transaction structures, to minimize any adverse
financial impact to either party, including, but not limited to, the consideration
of joint ventures or equity ownership or asset sales or some combination
thereof provided, that such optimization does not materially expand or
reduce the rights of CUSTOMER relating to the Carve-Out Option.


 


8.0                                      Services
Transfer Assistance. PROVIDER shall be obligated to provide Services
Transfer Assistance to CUSTOMER until the Carve-Out is completed, but shall not
be required to provide any portion of the Services provided to CUSTOMER under
the MOAs after CUSTOMER has acquired from PROVIDER the Carve-Out Resources used
by PROVIDER to provide such Services or to provide Services Transfer Assistance
for (i) in the case of an exercise of the Carve-Out Option relating to the
expiration of the Initial Term or a PROVIDER Divestiture, more than fourteen (14)
months, and (ii) eighteen (18) months, in the case of an exercise of the
Carve-Out Option relating to a Change of Control of PROVIDER; AND (iii) in any
other case, twenty-four (24) months.


 


9.0                                      Payment
Obligations.  Upon completion of the
Carve-Out, all outstanding MOAs  and
PSAs shall automatically terminate.  The
monetary consideration to be paid by CUSTOMER for the Carve-Out Resources upon
the exercise of the Carve-Out Option shall be equal to (i) the Fair Market
Value of the Carve-Out Resources if CUSTOMER exercises the Carve-out Option
upon the expiration of the Initial Term, (ii) the book value and all related
transition costs of the Carve-Out Resources at the time of transfer if CUSTOMER
exercises the Carve-out Option following (a) a Material Breach of any MOA or
PSA by PROVIDER, and (b) a Change of Control of PROVIDER or (iii) if
CUSTOMER exercises the Carve-Out Option in connection with a PROVIDER
Divestiture, the lesser of (y) the book value of the assets to be purchased by
CUSTOMER or (z) the value of the divested operations relating to CUSTOMER
implied by the consideration to be paid by the acquiror in the PROVIDER
Divestiture.  The methodology for
calculating book value for purposes of this paragraph is set forth in Schedule H-2
to this Exhibit H.


 


10.                                      Transfer
of Carve-Out Resources.  The
Carve-Out Resources shall be transferred to CUSTOMER as set forth below
(subject to any limitations on such transfer referred to in Section 2.0,
above):


 


(a)                                         Hardware.  “Hardware” means the hardware and other furniture,
fixtures and equipment owned or leased and then currently being used by
PROVIDER exclusively to perform the Services under any MOA or PSA or to support
such performance. To the extent any such items are not used by PROVIDER
exclusively to perform the Services, PROVIDER shall assist CUSTOMER or its
designee in purchasing, leasing or otherwise obtaining the use of comparable
items.


 


H-3

















 


(b)                                        Third-Party
Software.  If PROVIDER has licensed
or purchased and is using any Software licensed from a third-party exclusively
to provide or support the provision of the Services under any MOA or PSA
(“Third-Party Software”), CUSTOMER may elect to take, or elect to direct to its
designee, a transfer or an assignment of any and all of the licenses for such
software and any attendant maintenance agreements, provided that such licenses
are by their terms transferable or assignable. 
To the extent any such licenses and the attendant current maintenance
agreements are not used exclusively to provide Services to CUSTOMER or are not
transferable or assignable by PROVIDER to CUSTOMER or its designee, PROVIDER
shall assist CUSTOMER or its designee, in obtaining in the name of CUSTOMER or
its designee and at the expense of CUSTOMER, a license for such software and a
maintenance agreement for such software.


 


(c)                                        PROVIDER
Employees.  CUSTOMER or its designee
shall have the right to make offers of employment to any or all PROVIDER
employees exclusively performing or supporting the performance of the Services
(“PROVIDER Employees”). To the extent any PROVIDER Employees perform or support
the performance of the Services on other than an exclusive basis (including all
employees indirectly supporting the performance of the Services by providing
administrative services, including legal, human resources, compliance and other
services, (“Non-exclusive Employees”), PROVIDER and CUSTOMER shall use
commercially reasonable efforts to allocate such Non-exclusive Employees in an
equitable manner between the parties.


 


(d)                                        Third-Party
Agreements.  “Third Party
Agreements” means any third party agreements not otherwise treated in this Exhibit
H, and used by PROVIDER exclusively in connection with Services being
provided under any MOA or PSA, including, third party agreements for
maintenance, business continuity and disaster recovery services and other
necessary third party services then being used by PROVIDER to perform the
Services.  To the extent any such agreements
are not used by PROVIDER exclusively to provide such Services or are not
transferable by PROVIDER to CUSTOMER, PROVIDER shall assist CUSTOMER in
obtaining in CUSTOMER’s name, an agreement for comparable services.


 


(e)                                        Facilities.  PROVIDER will use commercially reasonable
efforts to assist CUSTOMER in obtaining a facility comparable to the facility
used by PROVIDER to provide the Services (the “Facility”).


 


H-4

















 


Schedule H-1


 


Fair Market Value Calculation


 


General methods
for calculation shall be: (1) a Discounted Cash Flow (DCF) analysis based on
the contractual cash flows represented by the aggregate Genworth MOAs and
adjusted for carve-out costs; (2) multiples of Revenue, Earnings before
Interest, Taxes, Depreciation and Amortization (EBITDA) and EBIT for comparable
transactions at the time of carve out. 
Projected net cash flow will be discounted on the basis outlined
below.  The final valuation will
consider market factors, making appropriate adjustments to the variables below.


 


1.  DCF Methodology


 


Cash Flows In.


 


Cash flows in
(revenue) will be calculated using Genworth Group payments as of the valuation
date and projected forward over the Initial Term and Renewal Period, taking
into account any future contractual margin reductions, historical volume
trends, and any known events as documented in the most recent quarterly
capacity management processes.


 


Cash Flows Out.


 


Expenses will be
calculated as of the valuation date using actual expenses and projected forward
taking into account the following categories and trends:


 


	
  (a)

  	
   

  	
  C&B up 12%

  
	
  (b)

  	
   

  	
  FX up 6%

  
	
  (c)

  	
   

  	
  Facility down 4%

  
	
  (d)

  	
   

  	
  Technology &
  Telecom down 8% and 15% respectively

  
	
  (e)

  	
   

  	
  Direct support
  down 13%

  
	
  (f)

  	
   

  	
  Other variable
  down 6%

  
	
  (g)

  	
   

  	
  Overhead down 3%

  



 


NOTE:  Expense trends will change over time and
will be re-calculated based on the prevailing trends supported by the most
recent annual pricing process.


 


Carve Out Costs
Subtracted From DCF Valuation


 


Carve-out costs
will include one-time costs including, without limitation, legal entity set-up,
transaction costs, capital investments, and the costs to replace assets and
personnel required for the Genworth Group to continue the operations of its
Insurance business on a stand-alone basis


 

















 


in substantially
the same manner as immediately prior to the exercise of the Carve-Out Option,
but which are not to be transferred from GECIS to Genworth at the time of the
carve-out.


 


Term


 


The term shall be
the initial term of the contract and the renewal term.


 


Discount Rates


 


The discount rate
applied to the cash flows shall be determined to take into account the
following factors:


 


	
   

  	
  (1)  private company with a single customer.

  
	
   

  	
  (1)  Cost of Capital of Comparable companies

  
	
   

  	
  (2)  sufficient to generate an after tax equity
  return

  
	
   

  	
  (3)  growth rate.

  



 


Final DCF
Valuation.


 


The final DCF
valuation shall take into consideration NPV of future cash flows over the
Initial Term and Renewal Period and may be adjusted for any market conditions
that apply to companies of similar characteristics with respect to market
space, company maturity, cash flow profile and general market conditions.


 


2.  Multiples Valuation Methodology


 


The multiples
valuations will be based upon the stated revenue and pre-tax earnings for the
PROVIDER insurance segment servicing the Genworth Group under the MOAs in the
most recent year.  Multiples will be
applied from comparable transactions to the calculated EBITDA and EBIT amounts,
and to the stated revenue.


 


Final Valuation


 


In case of
disagreement, the final valuation shall be developed by the appraisers
appointed in accordance with Section 6.0(e) of Exhibit H, taking into
account the factors outlined above.


 


H-1-2

















 


Schedule H-2


 


Book
Value Calculation


 


General method for
calculating book value shall be aggregation of transferable assets and
transferable liabilities. An illustrative asset category list is included below
for the purposes of describing the form analysis to be completed as of the
valuation date.


 


	
  Un-audited Initial Asset Value

  	
   

  	
  Total

  	
   

  
	
  $K

  	
   

  	
   

  	
   

  
	
  Account Head

  	
   

  	
   

  	
   

  
	
  Assets

  	
   

  	
   

  	
   

  
	
  Cash & Bank Balance

  	
   

  	
   

  	
   

  
	
  Receivables

  	
   

  	
  236

  	
   

  
	
  Accrued Revenues

  	
   

  	
  2,529

  	
   

  
	
  Loans to Employees

  	
   

  	
  241

  	
   

  
	
  Travel Advances

  	
   

  	
  265

  	
   

  
	
  Security Deposit / Adv. Rent

  	
   

  	
  504

  	
   

  
	
  Project Advances

  	
   

  	
  —

  	
   

  
	
  Fixed Assets (Net)

  	
   

  	
  6,973

  	
   

  
	
  Inter Company Deposits/Loans

  	
   

  	
  —

  	
   

  
	
  Investment in Countrywide by Mauritius

  	
   

  	
  —

  	
   

  
	
  Inter Co Balances(cost sharing)

  	
   

  	
  —

  	
   

  
	
  Other Assets

  	
   

  	
  706

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Assets

  	
   

  	
  11,455

  	
   

  



 


Assets


 


At the time the
Carve-Out Option is exercised under circumstances requiring payment of the book
value of the Carve-Out Resources (a “book value carve out”), the parties will
analyze each asset and evaluate its transferability to the Genworth Group in
accordance with Exhibit H (i.e. those that are indentifiable and severable).  Only such Carve-Out Resources as are
actually transferred shall be included in the calculation of Book Value.


 


Liabilities


 


The above
calculation assumes that no liabilities (other than Carve-Out Resources) are
transferred to Genworth in a book value carve out situation.  At the time of a book value carve out,
Genworth and PROVIDER will evaluate the transferability of liabilities
pertaining directly to the Genworth Group and may agree that such liabilities will
be transferred to the Genworth Group All such transferred liabilities will be
deducted from the asset values to arrive at book value to be paid to PROVIDER.


 

















 


EXHIBIT I


 


Intellectual
Property


 


ARTICLE I


Ownership


 


Section 1.01. 
Ownership of Pre-Closing IP and Solely Developed IP.


 


As between
CUSTOMER and PROVIDER (i) all Technology and Intellectual Property owned or
licensed by CUSTOMER or its Affiliates or PROVIDER or its Affiliates prior to
the Execution Date shall continue to be so owned or licensed after the
Execution Date, (ii) all Technology and Intellectual Property acquired,
developed or licensed solely by or on behalf of CUSTOMER or its Affiliates or
solely by or on behalf of PROVIDER or its Affiliates after the Execution Date
and used in connection with the Services provided under the Agreement and PSAs
shall continue to be owned or licensed by the applicable acquiror, developer or
licensee.


 


Section 1.02. 
Ownership of Post-Closing IP Jointly-Developed - Default Rule and
Modification of Default Rule.


 


After the
Execution Date, as between CUSTOMER and PROVIDER, all Technology and
Intellectual Property developed jointly by or on behalf of PROVIDER and
CUSTOMER pursuant to, or in connection with, the Agreement and PSAs shall be
owned by PROVIDER.  PROVIDER and
CUSTOMER may agree in any PSA executed after the Execution Date that certain
Technology or Intellectual Property that would otherwise be owned by PROVIDER
shall be owned, as between the parties, by CUSTOMER.  This Agreement and the PSAs shall not assign any rights to
Technology or Intellectual Property between the parties other than as
specifically set forth herein or in a PSA.


 


Section 1.03. 
Residual Knowledge.


 


Notwithstanding
anything to the contrary contained in this Agreement or any PSA, PROVIDER and
CUSTOMER may further develop their generalized knowledge, skills and
experience, and the mere subsequent use by the parties of such knowledge,
skills and experience shall not constitute a breach of this Agreement, subject
to their obligations respecting CUSTOMER’s Confidential Information or PROVIDER
Confidential Information, as the case may be, pursuant to the Agreement.


 


ARTICLE II


License Grant


 


Section 2.01.                          Grant from PROVIDER to
CUSTOMER and its Affiliates.


 


(a)                                         PROVIDER
hereby grants, and will cause its Affiliates to grant, to CUSTOMER and its
Affiliates a non-exclusive, irrevocable, royalty-free, fully paid up,


 

















 


worldwide, perpetual right and license, with no right to sublicense
except as provided herein, under the PROVIDER Licensed Technology:  (i) to allow employees, directors and
officers of CUSTOMER and its Affiliates to use and practice the PROVIDER
Licensed Technology for internal purposes, (ii) to make, have made, use, sell,
have sold, import, and otherwise commercialize Licensed Products and Services
and (iii) to create Improvements in accordance with Section 2.03 of this Exhibit
I.


 


(b)                                        Subject to paragraph (e), below,
CUSTOMER and its Affiliates may grant sublicenses of the right and license
granted under this Section 2.01 of this Exhibit I to an acquiror of
any of the businesses, operations or assets of CUSTOMER or its Affiliates to
which this Agreement relates, which acquiror executes an agreement to be bound
by all obligations of CUSTOMER and its Affiliates under this Exhibit I
relating to such right and license (a copy of which agreement is provided to
PROVIDER).  CUSTOMER and its Affiliates
may assign the right and license granted under this Section 2.01 of this Exhibit
I in accordance with Section 5.01 of this Exhibit I.


 


(c)                                        Subject
to Section 11.0 (Confidentiality) of the Agreement, CUSTOMER and
its Affiliates may permit their suppliers, contractors and consultants to
exercise the right and license granted to CUSTOMER and its Affiliates under
this Section 2.01 of this Exhibit I on behalf of and at the direction
of CUSTOMER and its Affiliates (and not solely for the benefit of such
suppliers, contractors and consultants).


 


(d)                                        Subject
to Section 11.0 (Confidentiality), CUSTOMER and its Affiliates may
permit employees, directors and officers of their customers and suppliers in
the ordinary course of CUSTOMER’s business (and not Persons who are customers
or suppliers merely to access and use the PROVIDER Licensed Technology) to use
training and productivity-enhancing Software and documentation that is subject to
the right and license granted under this Section 2.01 of this Exhibit I
and is for general use by customers and suppliers, provided that CUSTOMER’s or
its Affiliates’ purpose in permitting such use is to benefit the business of
CUSTOMER or its Affiliates, provided further that such customers and suppliers
may not use any such Software and documentation in advertising, publicity or
marketing activities without PROVIDER’S
prior written approval, which approval will not be unreasonably withheld.


 


(e)                                        Notwithstanding
anything in this Agreement or any PSA to the contrary, CUSTOMER and its
Affiliates shall not sublicense, assign or otherwise provide to any third party
(including any acquiring entity, contractor, consultant, customer or supplier
of CUSTOMER or its Affiliates) any of the Technology or Intellectual Property
set forth on Schedule I-1, without the prior written consent of
General Electric Company, which will not be unreasonably withheld.  For the avoidance of doubt, it shall not be
unreasonable to withhold such consent if any such acquiring entity, contractor,
consultant, customer or supplier is a competitor of PROVIDER or its Affiliates.
 The
parties may mutually agree in a PSA executed after the Execution Date to amend Schedule I-1
to include additional Technology or Intellectual Property.


 


I-2

















 


Section 2.02.                          Grant from CUSTOMER to
PROVIDER and its Affiliates.


 


(a)                                         (i)                                           CUSTOMER
hereby grants, and will cause its Affiliates to grant, to PROVIDER and its
Affiliates a non-exclusive, royalty-free, irrevocable subject to paragraph (e)
below, fully paid up, worldwide right and license, with no right to sublicense
except as provided herein, under the CUSTOMER Licensed Technology:  (A) to allow employees, directors and
officers of PROVIDER and its Affiliates to use and practice the CUSTOMER
Licensed Technology for internal purposes, (B) to make, have made, use, sell,
have sold, import, and otherwise commercialize Licensed Products and Services
and (C) to create Improvements in accordance with Section 2.03 of this Exhibit
I.


 


(ii)                                      In
addition to the foregoing right and license, CUSTOMER hereby grants, and shall
cause its Affiliates to grant, to PROVIDER a non-exclusive, royalty-free, fully
paid up, worldwide right and license, irrevocable during the term of this
Agreement and with no right to sublicense, to use all CUSTOMER Licensed
Technology, trademarks, service marks, trade dress, logos and other identifiers
of source owned by CUSTOMER or its Affiliates and provided to PROVIDER for the
sole purpose of providing Services to CUSTOMER and its Affiliates under the
Agreement and PSAs.  PROVIDER shall
comply with all reasonable quality control standards and guidelines provided by
CUSTOMER to PROVIDER in writing that are intended to protect the goodwill
associated with such trademarks, service marks, trade dress, logos and other
identifiers of source.  PROVIDER may
permit its suppliers, contractors and consultants to exercise such right and
license on behalf of and at the direction of PROVIDER (and not for the benefit
of such suppliers, contractors and consultants), subject to the prior written
consent of CUSTOMER (which shall not be required in the case of temporary
employees of PROVIDER and which, otherwise, shall not be unreasonably withheld)
and the receipt of any necessary regulatory approval.


 


(b)                                        Subject
to the provisions of Section 10.0 (Assignment and Subcontracting)
of the Agreement, PROVIDER and its Affiliates may grant sublicenses of the
right and license granted under this Section 2.02 of this Exhibit I
to an acquiror of any of the businesses, operations or assets of PROVIDER or
its Affiliates to which this Agreement relates, which acquiror executes an
agreement to be bound by all obligations of PROVIDER and its Affiliates under
this Exhibit I relating to such right and license (a copy of which
agreement is provided to CUSTOMER). 
PROVIDER and its Affiliates may assign the right and license granted
under this Section 2.02 of this Exhibit I in accordance with Section 5.01
of this Exhibit I.


 


(c)                                        Subject
to the provisions of Section 11.0 (“Confidentiality”) and Section 10
(“Assignment and Subcontracting”) of the Agreement, PROVIDER and its Affiliates
may permit their suppliers, contractors and consultants to exercise the right
and license granted to PROVIDER and its Affiliates under this Section 2.02
of this Exhibit I on behalf of and at the direction of PROVIDER and its
Affiliates (and not solely for the benefit of such suppliers, contractors and
consultants).


 


(d)                                        Subject
to the provisions of Section 11.0 (“Confidentiality”) of the
Agreement, PROVIDER and its Affiliates may permit employees, directors and
officers of their customers and suppliers in the ordinary course of PROVIDER’
business (and not Persons who


 


I-3

















 


are customers or suppliers merely to access and use the CUSTOMER
Licensed Technology) to use training and productivity-enhancing Software and
documentation that is subject to the right and license granted under this
Section 2.02 of this Exhibit I and is for general use by customers
and suppliers, provided that PROVIDER’ or its Affiliates’ purpose in permitting
such use is to benefit the business of PROVIDER or its Affiliates, provided
further that such customers and suppliers may not use any such Software and
documentation in advertising, publicity or marketing activities without
CUSTOMER’s prior written approval, which approval will not be unreasonably
withheld.


 


(e)                                        PROVIDER,
its Affiliates and their respective sub-licensees shall have no license to any
CUSTOMER Licensed Technology following the expiration or termination of the
Agreement or all PSAs to which such CUSTOMER Licensed Technology relates
(including any termination in connection with the exercise by CUSTOMER of the
Carve-Out Option), unless otherwise specifically agreed in the Agreement or any
PSA.  For the avoidance of doubt, the
licenses under this Section 2.02 of this Exhibit I shall continue
during the provision of any Services Transfer Assistance.


 


Section 2.03.                          Improvements.  Improvements and all Intellectual Property
rights therein made solely by or on behalf of the Licensee shall be owned by
the Licensee.  Improvements jointly
developed by Licensee and Licensor shall be owned by PROVIDER.  For the avoidance of doubt, (i) Licensee
shall not own any Intellectual Property rights or Technology licensed to
Licensee hereunder and (ii) each party may freely assign or license
Improvements owned by it but shall not have the right to assign any Intellectual
Property or Technology of the other party and shall only have the right to
sublicense Intellectual Property or Technology of the other party as expressly
set forth herein.  No rights are granted
to the other party to any Improvements owned by each party, unless such
Improvements are otherwise subject to the provisions of Sections 2.01 or 2.02
of this Exhibit I.


 


Section 2.04.                          Section 365(n) of the Bankruptcy Code.  All rights and licenses granted under this Exhibit
I are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to
“intellectual property” as defined under Section 101(35A) of the
Bankruptcy Code.  The parties shall
retain and may fully exercise all of their respective rights and elections
under the Bankruptcy Code.


 


Section 2.05.                          Customers.  Each party agrees that it will use
reasonable efforts to not knowingly bring any legal action or proceeding
against, or otherwise communicate with, any customer of the other party with
respect to any alleged infringement, misappropriation or violation of any
Intellectual Property of such party licensed hereunder based on such customer’s
use of the other party’s products or services without first providing the other
party written notice of such alleged infringement, misappropriation or
violation.


 


Section 2.06.                          Reservation of Rights.  All rights not expressly granted by a party
hereunder are reserved by such party. 
Without limiting the generality of the foregoing, the parties expressly
acknowledge that nothing contained herein shall be construed or interpreted as
a grant, by implication or otherwise, of any licenses other than the licenses
expressly set forth in


 


I-4

















 


this Article II.  The
licenses granted in Sections 2.01 and 2.02 of this Exhibit I are subject
to, and limited by, any and all licenses, rights, limitations and restrictions
with respect to, as applicable, the PROVIDER Licensed Technology and the CUSTOMER
Licensed Technology previously granted to or otherwise obtained by any third
party that are in effect as of the Execution Date.


 


Section 2.07.                          Delivery of Software.


 


(a)                                         Either
party may request one (1) copy of Software or other electronic or written documentation
(“Electronic Materials”) that (i) is subject to the license granted to such
requesting party under this Article II and (ii) has not already been
provided to the requesting party since the Execution Date.  The delivering party shall make available or
deliver to the requesting party a copy of any such Software or Electronic
Materials that are in existence at the time of such request.


 


(b)                                        All
Software and Electronic Materials required to be made available to or delivered
to a Licensee pursuant to Section 2.07(a) of this Exhibit I will be
delivered by the Licensor to the Licensee electronically, or with the
assistance of the Licensor, downloaded by the Licensee from the Internet,
provided that the Licensee complies with all reasonable security measures
implemented by the Licensor.


 


Section 2.08.                          Liability for Acts of
Permitted Users and Sublicensees.


 


Each Licensee
shall be liable to the Licensor for the acts and omissions of the Licensee’s
sublicensees and other persons permitted to use any Intellectual Property or
Technology of the Licensor in accordance with this Article II as though
such persons were licensees thereunder.


 


ARTICLE III


Covenants


 


Section 3.01.                          Ownership.  No party shall represent that it has any
ownership interest in any Intellectual Property or Technology of the other
party licensed hereunder.


 


Section 3.02.                          Prosecution
and Maintenance.  Each party
retains the sole right to protect at its sole discretion the Intellectual
Property and Technology owned by such party, including, without limitation,
deciding whether to file and prosecute applications to register patents,
copyrights and mask work rights included in such Intellectual Property, whether
to abandon prosecution of such applications, and whether to discontinue payment
of any maintenance or renewal fees with respect to any patents included in such
Intellectual Property.


 


Section 3.03.                          Third Party Infringements,
Misappropriations, Violations.


 


(a)                                         Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing of any actual or
possible infringements, misappropriations or other violations of the Technology
or Intellectual Property of the other party being licensed hereunder by a third
party that come to such party’s attention, as


 


I-5

















 


well as the identity of such third party or alleged third party and any
evidence of such infringement, misappropriation or other violation within such
party’s custody or control.  The other
party shall have the sole right to determine at its sole discretion whether any
action shall be taken in response to such infringements, misappropriations or
other violations.


 


(b)                                        Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing upon learning of the
existence or possible existence of rights held by any third party that may be
infringed, misappropriated or otherwise violated by the use or practice of the
Technology or Intellectual Property of the other party (or any element or
portion thereof) licensed hereunder, as well as the identity of such third
party and any evidence relating to such purported infringement,
misappropriation or other violation within such party’s custody or
control.  Such party shall cooperate
fully with the other party to avoid infringing, misappropriating or violating
any third party intellectual property rights, and shall discontinue all use and
practice of such Technology or Intellectual Property that is the subject of
such purported infringement, misappropriation or other violation upon the
reasonable request of the other party.


 


(c)                                        Subject
to any confidentiality restrictions that would prevent such disclosure, each
party shall promptly notify the other party in writing upon learning of the
existence or possible existence of rights held by any third party that may be
infringed, misappropriated or otherwise violated by the use or practice of the
Technology or Intellectual Property (or any element or portion thereof)
licensed to the other party hereunder, as well as the identity of such third
party.  The other party shall cooperate
fully with such party to avoid infringing, misappropriating or violating any
third party intellectual property rights, and shall discontinue all use and
practice of such Technology or Intellectual Property that is the subject of
such purported infringement, misappropriation or other violation upon the
reasonable request of such party, and shall provide such party any evidence
relating to such purported infringement, misappropriation or other violation
within the other party’s custody or control.


 


Section 3.04.                          Patent Marking.  Each party acknowledges and agrees that it
will comply with all reasonable requests of the other party relative to patent
markings required to comply with or obtain the benefit of statutory notice or
other provisions.


 


ARTICLE IV


No Termination


 


Notwithstanding
anything to the contrary contained herein or in the Agreement, but subject to Section 2.02(e)
of this Exhibit I, the terms and conditions of this Exhibit I may
only be terminated upon the mutual written agreement of the parties.  In the event of a breach of the terms or
conditions of this Exhibit I, the sole and exclusive remedy of the
non-breaching party shall be to recover monetary damages and/or to obtain
injunctive or equitable relief as otherwise provided in the Agreement.


 


I-6

















 


ARTICLE V


General Provisions


 


Section 5.01.                          Assignment.


 


(a)                                         The
rights and duties under this Exhibit I shall not be assignable or
delegable, in whole or in part, by any party hereto to any third party,
including, without limitation, Affiliates of any party, without the prior
written consent of the other party hereto and any necessary regulatory
approval, and any attempted assignment or delegation without such consent shall
be null and void.  Notwithstanding the
foregoing, the rights and duties under this Exhibit I may be assigned by
any party as follows without obtaining the prior written consent of the other
party hereto:


 


(i)                                           PROVIDER,
in its sole discretion, may assign any or all of its rights under this Exhibit
I, and may delegate any or all of its duties under this Exhibit I to
any Affiliate of PROVIDER at any time, which expressly accepts such assignment
in writing and assumes, as applicable, any such obligations, provided that
PROVIDER shall continue to remain liable for the performance by such assignee;


 


(ii)                                      CUSTOMER,
in its sole discretion, may assign any or all of its rights under this Exhibit
I, and may delegate any or all of its duties under this Exhibit I to
any Affiliate of CUSTOMER at any time, which expressly accepts such assignment
in writing and assumes, as applicable, any such obligations, provided that
CUSTOMER shall continue to remain liable for the performance by such assignee;
and


 


(iii)                                 Subject to Section 2.01(e) of
this Exhibit I, each party may assign any or all of its
rights, or delegate any or all of its duties, under this Exhibit I to
(i) an acquiror of all or substantially all of the equity or assets of the
business of such party to which this Agreement relates or (ii) the surviving
entity in any merger, consolidation, equity exchange or reorganization
involving such party, provided that such acquiror or surviving entity, as the
case may be, executes an agreement to be bound by all the obligations of such
party under this Exhibit I (a copy of which agreement is provided
to the other party).


 


(b)                                        If
a party requests the written consent of the other party to any assignment of
this Agreement, the other party agrees to negotiate in good faith with such
party regarding such consent.  The terms
and conditions of this Exhibit I shall also be binding upon and inure to
the benefit of and be enforceable by the successors, legal representatives and
permitted assigns of each party hereto. 
All license rights and covenants contained herein shall run with all
Intellectual Property of any party licensed hereunder and shall be binding on
any successors in interest or assigns thereof.


 


Section 5.02.                          Warranty and Disclaimer. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY PSA, BUT
SUBJECT TO THE INDEMNITIES CONTAINED IN SECTION 12 OF THE
AGREEMENT, THE INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSED BY EACH PARTY TO
THE OTHER PARTY PURSUANT TO THIS AGREEMENT IS FURNISHED “AS IS”, WITH


 


I-7

















 


ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW,
DOMESTIC OR FOREIGN AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.


 


Section 5.03.                          Assumption of Risk.


 


(a)                                         Except
as provided in Section 15.1(f)of the Agreement or any PSA entered
into after the Execution Date, CUSTOMER, on behalf of itself and its
Affiliates, hereby assumes all risk and liability in connection with their use
of the PROVIDER Licensed Technology.


 


(b)                                        Except as provided in Section 12.2 of the Agreement or any
PSA executed after the Execution Date, PROVIDER, on behalf of itself and
its Affiliates, hereby assumes all risk and liability in connection with their
use of the CUSTOMER Licensed Technology.


 


Section 5.04.                          Amendment
by PSA.  The parties may agree
in any PSA to amend the terms and conditions of the licenses granted under this
Exhibit I.


 


I-8

















 


Schedule I-1


 


Restricted
Intellectual Property


 


	
   

  	
   

  	
  Name of
  Restricted

  Intellectual Property

  Innovation

  	
   

  	
  US
  Business

  alignment and COE

  	
   

  	
  Brief
  Notes

  
	
  1

  	
   

  	
  Migration
  Toolkit

  	
   

  	
  GECIS

  	
   

  	
   

  
	
  2

  	
   

  	
  Multi
  Collinearity Macro

  	
   

  	
  GEFA -ACOE

  	
   

  	
  Macro uses
  advanced features of SAS.  This
  basically performs the data diagnostics before the modeling process begins.

  
	
  3

  	
   

  	
  Reconciliation
  Reporting tool

  	
   

  	
  GEFA -FCOE

  	
   

  	
  Used across
  GECIS Finance processes -has the capability to capture information at item
  level (open items for purpose of reconciliation).

  



 

















 


EXHIBIT J


 


Business Associate
Addendum


 


I.                                                   Purpose.


 


In order to
disclose certain information to PROVIDER under this Addendum, some of which may
constitute Protected Health Information (“PHI”) (defined below), CUSTOMER and PROVIDER
mutually agree to comply with the terms of this Addendum for the purpose of
satisfying the requirements of the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) and its implementing privacy regulations
at 45 C.F.R. Parts 160-164 (“HIPAA Privacy Rule”).  These provisions shall apply to PROVIDER to the extent that
PROVIDER is considered a “Business Associate” under the HIPAA Privacy Rule and
all references in this section to Business Associates shall refer to
PROVIDER.  Capitalized terms not
otherwise defined herein shall have the meaning assigned in the Agreement.  Notwithstanding anything else to the
contrary in the Agreement, in the event of a conflict between this Addendum and
the Agreement, the terms of this Addendum shall prevail.


 


II.                                              Permitted
Uses and Disclosures.


 


A.                                             Business
Associate agrees to use or disclose Protected Health Information (“PHI”) that
it creates for or receives from CUSTOMER or any other member of the Genworth
Group only as follows.  The capitalized
term “Protected Health Information or PHI” has the meaning set forth in 45
C.F.R. Section 164.501, as amended from time to time.  Generally, this term means individually
identifiable health information including, without limitation, all information,
data and materials, including without limitation, demographic, medical and
financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an
individual; or the past present, or future payment for the provision of health
care to an individual; and that identifies the individual or with respect to
which there is a reasonable basis to believe the information can be used to
identify the individual.  This
definition shall include any demographic information concerning members and
participants in, and applicants for, health benefit plans of the Genworth
Group.  All other terms used in this
Addendum shall have the meanings set forth in the applicable definitions under
the HIPAA Privacy Rule.


 


B.                                             Functions
and Activities on Company’s Behalf. 
Business Associate is permitted to use and disclose PHI it creates for
or receives from the Genworth Group only for the purposes described in this
Addendum or the Agreement that are not inconsistent with the provisions of this
Addendum, or as required by law, or following receipt of prior written approval
from members of the Genworth Group for which the relevant PHI was created or
from which the relevant PHI was received. 
In addition to these specific requirements below, Business Associate may
use or disclose PHI only in a manner that would not violate the HIPAA Privacy
Rule if done by the applicable members of the Genworth Group.


 


C.                                             Business
Associate’s Operations.  Business
Associate is permitted by this Agreement to use PHI it creates for or receives
from the Genworth Group: (i) if such use is


 

















 


reasonably necessary for Business Associate’s proper management and
administration; and (ii) as reasonably necessary to carry out Business
Associate’s legal responsibilities. Business Associate is permitted to disclose
PHI it creates for or receives from the Genworth Group for the purposes
identified in this Section only if the following conditions are met:


 


(1)                                       The
disclosure is required by law; or


 


(2)                                       The
disclosure is reasonably necessary to Business Associate’s proper management
and administration, and Business Associate obtains reasonable assurances in
writing from any person or organization to which Business Associate will
disclose such PHI that the person or organization will:


 


a.                                                 Hold
such PHI as confidential and use or further disclose it only for the purpose
for which Business Associate disclosed it to the person or organization or as
required by law; and


 


b.                                                Notify
Business Associate (who will in turn promptly notify the members of the
Genworth Group for which the relevant PHI was created or from which the
relevant PHI was received) of any instance of which the person or organization
becomes aware in which the confidentiality of such PHI was breached.


 


D.                                            Minimum
Necessary Standard.  In performing the
functions and activities on behalf of the Genworth Group pursuant to the
Agreement, Business Associate agrees to use, disclose or request only the
minimum necessary PHI to accomplish the purpose of the use, disclosure or
request.  Business Associate must have
in place policies and procedures that limit the PHI disclosed to meet this
minimum necessary standard.


 


E.                                              Prohibition
on Unauthorized Use or Disclosure. 
Business Associate will neither use nor disclose PHI it creates or
receives for or from the Genworth Group, or from another business associate of
the Genworth Group, except as permitted or required by this Addendum or the
Agreement that are not inconsistent with the provisions of this Addendum, or as
required by law, or following receipt of prior written approval from members of
the Genworth Group for which the relevant PHI was created or from which the
relevant PHI was received.


 


F.                                               De-identification
of Information.  Business Associate
agrees neither to de-identify PHI it creates for or receives from the Genworth
Group or from another business associate of the Genworth Group, nor use or
disclose such de-identified PHI, unless such de-identification is expressly
permitted under the terms and conditions of this Addendum or the Agreement and
related to the Genworth Group’s activities for purposes of “treatment”,
“payment” or “health care operations”, as those terms are defined under the
HIPAA Privacy Rule.  De-identification
of PHI, other than as expressly permitted under the terms and conditions of the
Addendum for Business Associate to perform services for the Genworth Group, is
not a permitted use of PHI under this Addendum.  Business Associate further agrees that it will not create a
“Limited Data Set” as defined by the HIPAA Privacy Rule using PHI it creates or
receives, or receives from another business associate of the Genworth Group,
nor use or disclose such Limited Data Set unless: (i) such creation, use or
disclosure is expressly permitted under the terms and conditions


 


J-2

















 


of this Addendum or the Agreement that are not inconsistent with the
provisions of this Addendum; and such creation, use or disclosure is for
services provided by Business Associate that relate to the Genworth Group’s
activities for purposes of “treatment”, “payment” or “health care operations”,
as those terms are defined under the HIPAA Privacy Rule.


 


G.                                            Information
Safeguards.  Business Associate will
develop, document, implement, maintain and use appropriate administrative,
technical and physical safeguards to preserve the integrity and confidentiality
of and to prevent non-permitted use or disclosure of PHI created for or
received from the Genworth Group.  These
safeguards must be appropriate to the size and complexity of Business
Associate’s operations and the nature and scope of its activities.  Business Associate agrees that these
safeguards will meet any applicable requirements set forth by the U.S.
Department of Health and Human Services, including (as of the effective date or
as of the compliance date, whichever is applicable) any requirements set forth
in the final HIPAA security regulations. 
Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate resulting from a use or
disclosure of PHI by Business Associate in violation of the requirements of
this Addendum.


 


III.                                         Conducting
Standard Transactions.  In the
course of performing services for the Genworth Group, to the extent that
Business Associate will conduct Standard Transactions for or on behalf of the
Genworth Group, Business Associate will comply, and will require any
subcontractor or agent involved with the conduct of such Standard Transactions
to comply, with each applicable requirement of 45 C.F.R. Part 162.  “Standard Transaction(s)” shall mean a
transaction that complies with the standards set forth at 45 C.F.R. parts 160
and 162.  Further, Business Associate
will not enter into, or permit its subcontractors or agents to enter into, any
trading partner agreement in connection with the conduct of Standard
Transactions for or on behalf of the Genworth Group that:


 


a.                                                 Changes
the definition, data condition, or use of a data element or segment in a
Standard Transaction;


 


b.                                                Adds
any data element or segment to the maximum defined data set;


 


c.                                                Uses
any code or data element that is marked “not used” in the Standard
Transaction’s implementation specification or is not in the Standard
Transaction’s implementation specification; or


 


d.                                                Changes
the meaning or intent of the Standard Transaction’s implementation
specification.


 


IV.                                        Sub-Contractors,
Agents or Other Representatives. 
Business Associate will require any of its subcontractors, agents or
other representatives to which Business Associate is permitted by this Addendum
or the Agreement (or is otherwise given by the applicable member of the
Genworth Group’s prior written approval) to disclose any of the PHI Business
Associate creates or receives for or from the Genworth Group, to provide
reasonable assurances in writing that subcontractor or agent will comply with
the same restrictions and conditions that apply to the Business Associate under
the terms and conditions of this Addendum with respect to such PHI.


 


J-3

















 


IV                                            Protected
Health Information Access, Amendment and Disclosure Accounting.


 


A.                                             Access.  Business Associate will promptly upon the
request of a member of the Genworth Group make available to such member, or,
such members, or, at the direction of the applicable member of the Genworth
Group, to the individual (or the individual’s personal representative) for
inspection and obtaining copies any PHI about the individual which Business
Associate created for or received from the Genworth Group and that is in
Business Associate’s custody or control, so that the Genworth Group may meet
its access obligations under 45 Code of Federal Regulations § 164.524.


 


B.                                             Amendment.  Upon the request of a member of the Genworth
Group, Business Associate will promptly amend or permit such member access to
amend any portion of the PHI which Business Associate created for or received
from such member of the Genworth Group, and incorporate any amendments to such
PHI, so that the members of the Genworth Group may meet their amendment
obligations under 45 Code of Federal Regulations § 164.526.


 


C.                                             Disclosure
Accounting.  So that the members of the
Genworth Group may meet their disclosure accounting obligations under 45 Code
of Federal Regulations § 164.528:


 


1.                                               Disclosure
Tracking.  Business Associate will
record for each disclosure, not excepted from disclosure accounting under
Section V.C.2 below, that Business Associate makes to the Genworth Group
of PHI that Business Associate creates for or receives from the Genworth Group,
(i) the disclosure date, (ii) the name and member or other policy
identification number of the person about whom the disclosure is made, (iii)
the name and (if known) address of the person or entity to whom Business
Associate made the disclosure, (iv) a brief description of the PHI disclosed,
and (v) a brief statement of the purpose of the disclosure (items i-v,
collectively, the “disclosure information”). 
For repetitive disclosures Business Associate makes to the same person
or entity (including the Genworth Group) for a single purpose, Business
Associate may provide a) the disclosure information for the first of these
repetitive disclosures, (b) the frequency, periodicity or number of these repetitive
disclosures and (c) the date of the last of these repetitive disclosures.  Business Associate will make this disclosure
information available to the Genworth Group promptly upon the Genworth Group’s
request.


 


2.                                               Exceptions
from Disclosure Tracking.  Business
Associate need not record disclosure information or otherwise account for
disclosures of PHI that this Addendum or the applicable member of the Genworth
Group in writing permits or requires (i) for the purpose of treatment
activities of the Genworth Group’s payment activities, or health care
operations, (ii) to the individual who is the subject of the PHI disclosed or
to that individual’s personal representative; (iii) to persons involved in that
individual’s health care or payment for health care; (iv) for notification for
disaster relief purposes, (v) for national security or intelligence purposes,
(vi) to law enforcement officials or correctional institutions regarding
inmates; or (vii) pursuant to an authorization; (viii) for disclosures of certain
PHI made as part of a Limited Data Set; (ix) for certain incidental disclosures
that may occur where reasonable safeguards have been implemented; and (x) for
disclosures prior to April 14, 2003.


 


J-4

















 


3.                                               Disclosure
Tracking Time Periods.  Business
Associate must have available for the Genworth Group the disclosure information
required by this section for the 6 years preceding their request for the
disclosure information (except Business Associate need have no disclosure
information for disclosures occurring before April 14, 2003).


 


VI.                                        Additional
Business Associate Provisions.


 


A.                                             Reporting
of Breach of Privacy Obligations. 
Business Associate will provide written notice to the members of the
Genworth Group for which the relevant PHI was created or from which the
relevant PHI was received of any use or disclosure of PHI that is neither
permitted by this Addendum nor given prior written approval by the applicable
member of the Genworth Group promptly after Business Associate learns of such
non-permitted use or disclosure. 
Business Associate’s report will at least:


 


(i)                                           Identify
the nature of the non-permitted use or disclosure;


 


(ii)                                      Identify
the PHI used or disclosed;


 


(iii)                                 Identify who made the
non-permitted use or received the non-permitted disclosure;


 


(iv)                                    Identify
what corrective action Business Associate took or will take to prevent further
non-permitted uses or disclosures;


 


(v)                                         Identify
what Business Associate did or will do to mitigate any deleterious effect of
the non-permitted use or disclosure; and


 


(vi)                                    Provide
such other information, including a written report, as the applicable member of
the Genworth Group may reasonably request.


 


B.                                             Amendment.  Upon the effective date of any final
regulation or amendment to final regulations promulgated by the U.S. Department
of Health and Human Services with respect to PHI, including, but not limited to
the HIPAA privacy and security regulations, this Addendum and the Agreement
will automatically be amended so that the obligations they impose on Business
Associate remain in compliance with these regulations.


 


In addition, to
the extent that new state or federal law requires changes to Business
Associate’s obligations under this Addendum, this Addendum shall automatically
be amended to include such additional obligations, upon notice by any member of
the Genworth Group to Business Associate of such obligations.  Business Associate’s continued performance
of services under the Agreement shall be deemed acceptance of these additional
obligations.


 


C.                                             Audit
and Review of Policies and Procedures. 
Business Associate agrees to provide, upon request by any member of the
Genworth Group, access to and copies of any policies and procedures developed
or utilized by Business Associate regarding the protection of PHI.  Business Associate agrees to provide, upon
such request, access to Business Associate’s internal practices, books, and
records, as they relate to Business Associate’s services, duties and


 


J-5

















 


obligations set forth in this Addendum and the Agreement(s) under which
Business Associate provides services and / or products to or on behalf of the
Genworth Group, for purposes of their review of such internal practices, books,
and records.


 


J-6

















 


EXHIBIT K


 


Change Control
Procedure


 


PURPOSE:  Establish an efficient and effective means
to control updates, modifications and other changes to the Agreement,
including, without limitation, the scope of the Services, Dedicated FTEs,
Performance Standards, Charges, Exhibits, Schedules and PSAs.


 


PROCESS:  Consistent with the Agreement, the following
process shall be followed to originate, process and maintain control over
Change Order Requests and Change Orders under the Agreement.


 


A.                                             Either
PROVIDER or CUSTOMER may identify and submit for consideration a proposed
change to the Agreement.


 


B.                                             All
requests for changes shall be submitted in writing to the Account Executives
designated by PROVIDER and CUSTOMER. 
The following areas should be clearly addressed in each Change Order
Request:


 


1.                                               Origination;


 


2.                                               Clear
statement of requested change;


 


3.                                               Rationale
for change;


 


4.                                               Impact
of requested change in terms of operations, cost, schedule and compliance
with the matters referred to in Section 19.0 of this Agreement;


 


5.                                               Effect
of change if accepted;


 


6.                                               Effect
of rejection of change;


 


7.                                               Recommended
level of priority;


 


8.                                               Date
final action is required; and


 


9.                                               Areas
for signature by the approval authorities of each party.


 


C.                                             The
Account Executives shall review all Change Order Requests, determine whether to
recommend the Change Order Request be accepted or rejected by the parties and
forward the Change Order Request, their individual recommendations and the
basis for their recommendations to PROVIDER and CUSTOMER for a final decision.


 


D.                                            The
Account Executives will be responsible for the final approval of all Change
Order Requests.


 

















 


E.                                              The
Account Executives will be responsible for the implementation of all Change
Orders approved pursuant to Change Order Requests, including the coordination
of the preparation and execution by the parties of addendums to the Agreement
and/or its associated Exhibits to incorporate each requested and agreed change
into the Agreement, as applicable.


 


F.                                               No
Change Order or change shall be effective or binding upon the parties to the
Agreement until an addendum to the Agreement and/or its associated Exhibits ,
as applicable, incorporating such change into the Agreement and/or its
associated Exhibits has been executed by PROVIDER and CUSTOMER.


 


G.                                            Requests
for changes shall use the format provided below:


 


K-2

















 


CHANGE
ORDER REQUEST FORM


 


CHANGE
ORDER REQUEST NUMBER:


 


ORIGINATOR:


 


REQUESTED
CHANGE:


 


RATIONALE
FOR CHANGE:


 


EFFECT
OF CHANGE ACCEPTANCE:


 


IMPACT
OF CHANGE REJECTION:


 


PRIORITY:


 


DATE
FINAL ACTION ON CHANGE ORDER IS REQUIRED:


 


DISPOSITION
OF REQUEST:


 


CHANGE
ORDER NUMBER:


 


[Note:  Attach any documents, comments or notes that
explain, describe or otherwise support the Change Order Request.]


 


	
   

  	
   

  	
  APPROVED

  	
   

  	
   

  	
   

  	
  APPROVED

  
	
   

  	
   

  	
  REJECTED

  	
   

  	
   

  	
   

  	
  REJECTED

  
	
   

  	
   

  	
  REJECTED
  WITH

  	
   

  	
   

  	
   

  	
  REJECTED
  WITH

  
	
   

  	
   

  	
  COMMENT

  	
   

  	
   

  	
   

  	
  COMMENT

  



 


	
  Approved
  as of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CUSTOMER
  Account Executive

  	
  PROVIDER
  Account Executive

  
						



 

















 


EXHIBIT L


 


PSAs and Base
Costs


 


Original MOA:
Master Outsourcing Agreement between First Colony Life Insurance Company and GE
Capital International Services dated April 26, 2000.


 


The following PSAs
are governed by this Agreement:


 


	
   

  	
   

  	
   

  	
   

  	
  FTE Rates

  	
   

  
	
  PSA PPC ID

  No.

  	
   

  	
  PSA & Amendments Index

  No.

  	
   

  	
  Y(0) Base

  Cost per FTE

  (2003)

  	
   

  	
  Y(0)
  Baseline

  Charges per

  FTE (2003)

  	
   

  	
  New
  Charges

  per FTE for

  Initial Contract

  Year (2004)

  	
   

  
	
  FCL – 1244-01

  	
   

  	
  F23, F23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –1244-02

  	
   

  	
  F23, F23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –1272-01

  	
   

  	
  F-27

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –1734-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –1737-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1738-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL– 1759-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1759-02

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –1967-90

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1969-01

  	
   

  	
  F-21

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1975-01

  	
   

  	
  F-14

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1977-90

  	
   

  	
  F-10, F10.1, F10.2, F10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1981-01

  	
   

  	
  F6, F6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1981-02

  	
   

  	
  F-6, F-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1984-01

  	
   

  	
  F-7, F-37

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1985-01

  	
   

  	
  F-10, F10.1, F10.2, F10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 1987-01

  	
   

  	
  F-27

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 2182-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 2246-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 2306-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 2491-01

  	
   

  	
  PSAs: F28, F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 2764-01

  	
   

  	
  F-10, F-10.1, F-10.2, F-10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL –2924-01

  	
   

  	
  F-42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  



 

















 


	
  FCL – 3066-01

  	
   

  	
  F-23, F-23.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 3145-01

  	
   

  	
  F-43

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 3111301

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL - 3111501

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL - 3111701

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL -3112801

  	
   

  	
  F-25, F-25.1, F-25.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL – 3380-01

  	
   

  	
  F-10.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1964-01

  	
   

  	
  PSAs: F28,
  F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1963-01

  	
   

  	
  PSAs: F28,
  F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1959-90

  	
   

  	
  PSAs: F28, F28.1,
  DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1737-01

  	
   

  	
  PSAs: F28,
  F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1960-01

  	
   

  	
  PSAs: F28,
  F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1962-01

  	
   

  	
  PSAs: F28,
  F28.1, DOS: F42

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  FCL-1152-99

  	
   

  	
  PSAs: F33, DOS:
  F40

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  	
   

  



 


L-2