Exhibit
10.34


 


 


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


 


General
Electric Capital Assurance 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 General Electric Capital Assurance Company, a Delaware
insurance company, with offices at 6604 West Broad Street, Richmond, Virginia
23230  (“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:

  	
  Elena Edwards

  
	
  Designation:

  	
  Senior Operations
  Leader

  
	
  Address:

  	
  700 Main Street,
  Lynchburg, VA 24504

  
	
  Fax:

  	
  (434) 948-5064

  
	
  E-mail:

  	
  elena.edwards@ge.com

  



 


26

















 


	
  Attention:

  	
  Ward Bobitz

  
	
  Designation:

  	
  General Counsel

  
	
  Address:

  	
  6620 West Broad Street,
  Richmond, VA 23230

  
	
  Fax:

  	
  (804) 662-2414

  
	
  E-mail:

  	
  ward.bobitz@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 Delaware  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.


 


 


	
   

  	
  General Electric
  Capital Assurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ward E. Bobitz

  
	
   

  	
   

  	
  Ward E. Bobitz

  
	
   

  	
  Its:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GE Capital
  International Services

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashok Kumar Tyagi

  
	
   

  	
   

  	
  Ashok Kumar Tyagi

  
	
   

  	
  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
B, 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 executing 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 ARMOA 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 ARMOA
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 Exhibit(s)              


 


The term 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 COMMENT

  	
   

  	
   

  	
   

  	
  REJECTED
  WITH COMMENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved
  as of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSTOMER
  Account Executive

  	
   

  	
  PROVIDER
  Account Executive

  
									






 

















 


EXHIBIT L


 


PSAs and Base Costs


 


Original MOA: Master
Outsourcing Agreement between General Electric Capital Assurance Company and GE
Capital International Services dated July 11, 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)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GECA-1272-01

  	
   

  	
  J-23

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1734-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1737-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1738-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1745-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1746-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1753-01

  	
   

  	
  J-24, amendment not
  uploaded on the site

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1753-02

  	
   

  	
  J-24, amendment not
  uploaded on the site

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1754-01

  	
   

  	
  J-22

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1754-02

  	
   

  	
  J-22

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1762-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1762-02

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1763-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1763-02

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  



 

















 


	
  GECA-1963-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1967-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1967-90

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1969-01

  	
   

  	
  J-21, J-46, J46.2,
  J46.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1975-01

  	
   

  	
  J-20, J-20.1, J-20.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1977-90

  	
   

  	
  J-11

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1981-01

  	
   

  	
  J-14

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1981-02

  	
   

  	
  J-14

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1985-01

  	
   

  	
  J-11, J-11.1, J-11.2,
  J-11.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1987-01

  	
   

  	
  J-23

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1994-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1995-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2182-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2246-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2306-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2491-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2764-01

  	
   

  	
  J-11, J-11.1, J-11.2,
  J-11.3

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2827-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2924-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-2999-01

  	
   

  	
  J-19

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3066-01

  	
   

  	
  J-24, amendment not
  uploaded on the site

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3067-01

  	
   

  	
  J-4, J-4.1, J-4.2,
  J-4.3, J-4.4, J-4.5, J-5.1, J-6.1

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3145-01

  	
   

  	
  J-22

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3110601

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3110801

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3111101

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3111301

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3111501

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3111701

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3112701

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  



 


2

















 


	
  GECA-3112801

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3115199

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3116401

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-3296001

  	
   

  	
  J-27, J-27.1, J-27.2

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA — 1962-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1960-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1959-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1964-01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1244-01

  	
   

  	
  J-24

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1963 —01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA — 1959 — 90

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA — 1737 — 01

  	
   

  	
  PSA: J33, J33.1, DOS:
  J-49

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  
	
  GECA-1152-99

  	
   

  	
  PSA: J46

  	
   

  	
  **

  	
   

  	
  **

  	
   

  	
  **

  



 


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