Exhibit 10.8


 


INFORMATION

TECHNOLOGY

SERVICES

AGREEMENT


 


 


Between


 


 


GENERAL

ELECTRIC

INTERNATIONAL,

INC



&

PATNI COMPUTER

SYSTEMS, INC


 





















 


INFORMATION
TECHNOLOGY SERVICES AGREEMENT


 


THIS
AGREEMENT is made at Delhi, India on November 12, 2003


 


Between:


 


General
Electric International, Inc., a Delaware corporation (the “Company”)
with its head office at Two Corporate Drive, Shelton, CT.


 


And:


 


Patni
Computer Systems, Inc, a
Massachusetts corporation (“Contractor) with its head office at 238, Main
Street, 403 Suite Cambridge, MA 02142.


 


WHEREAS:


 


A             The Company wishes to
authorize the Contractor to perform certain software related services in
accordance with this Agreement.


 


B             The parties
understand that the work to be undertaken by the Contractor under this Agreement
will be performed in part by the employees of Contractor and its controlled
subsidiaries or controlled affiliates.


 


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


 


NOW,
THEREFORE, the parties agree as follows:


 


1              APPOINTMENT
AND PURPOSE


 


1.1           The
Company hereby appoints the Contractor on a non-exclusive basis either by
itself or through the Global Development Center (“GDC”) and its approved branch
offers or affiliates, to provide software development, implementation,
maintenance, support and other Information Technology services on the terms of
this Agreement, and the Contractor hereby access such appointment. The period
of appointment is from 1st January 2004 through 31st December 2006, which
may be extended by mutual consent, under the same terms and conditions of this
Agreement (including any amendments made pursuant to Section 16.6 of this
Agreement). Nothing in this Agreement precludes the Company from obtaining the
same or similar services from other vendors, wherever located.


 


The overall purpose of
this Agreement is the continuing development of a center, owned and operated by
the Contractor (“Global Development Center” or “GDC”), which provides the
Company with high quality and cost effective software maintenance and
development services, both at the GDC locations (“offshore”) and at the Company’s
various locations (“onshore”). Nothing in this Agreement affects service
agreements or Task Orders that were executed prior to the effective date of
this Agreement.


 





















 


2.             PROCUREMENT OF SERVICES


 


Task
Orders


 


2.1           The Company may from
time to time request that the Contractor perform certain services by submitting
a Task Order to the Contractor that specifies the services to be provided by the
Contractor. The Contractor is not obligated to sign and accept the Company’s
Task Orders, however, the Contractor will use its best efforts to accept such
Task Orders and fulfill its requirements. Once the Contractor accepts a Task
Order, the Contractor must perform the work specified in such Task Order. In
performing such work, and subject to this Agreement or Task Order, the
Contractor shall be free to exercise its discretion as to the method and means
of performance of its services. The Task Order could be a Fixed Price
engagement or a Time and Material engagement.


 


Fixed
Price Task Order


 


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


 


Time
and Material Task Order


 


2.3           Time and Material Task
Orders will be issued to engage Contractor for the availability of resources at
an agreed rate, to perform specific tasks.


 


2.4           All communications
with, and deliverables to, the Company, including, without limitation, software,
documentation, manuals, training materials, reports, screens, progress reports
and invoices, shall be in English or such other language as may be designated
by the Company.


 


Benefits
of the Agreement


 


2.5           Task Orders may be
issued by the Company, its parent company, General Electric Company, and the
subsidiaries and affiliates of its parent company (including, without
limitation, joint ventures or other entities in which any such entity is a
shareholder). Task Orders issued by any such entity will be governed by the
terms of this Agreement and the Contractor shall perform such Task Order as if
this Agreement had been executed by the Contractor and the entity placing such
Task Order, where any reference to the Company and Contractor in this Agreement
shall be read as a reference to that entity. However, the Company shall have no
liability nor shall it be in any way responsible for the failure of such entity
to perform its obligations under a Task Order placed by it. In the event that a
Task Order is terminated at the request of the Company or one of its
affiliates, the parties involved will mutually resolve any issues from such
termination pursuant to Section 13 of this Agreement.


 


2.6           The Contractor agrees,
at the Company’s request, to incorporate the provisions of this Agreement into
a Task Order issued by the Company which may require the Contractor to perform
services directly for another entity named by, and who is performing services
for, the Company. The Contractor further agrees to make the terms of this
Agreement available to the Company’s suppliers (including software and system
integrator suppliers), partners and customers, when mutually identified and
agreed by the Company and the Contractor. Further, the Contractor will
cooperate with the Company to identify opportunities for the Company’s suppliers
and customers to reduce technology costs. Should, as a result of this
cooperative


 


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relationship, the
Contractor benefit by receiving Task Orders and contracted services directly
with the Company’s suppliers and/or customers, then these associated volumes
may accrue credit to any Company volumes referenced in this Agreement.


 


Incorporation
of terms


 


2.7           Any Task Order
submitted to the Contractor which refers to this Agreement specifically incorporates
the provisions of this Agreement (such that all references to the Company shall
be read as a reference to the entity who submitted the Task Order), unless such
Task Order explicitly provides that such Task Order or any part thereof does
not so incorporate this Agreement or any part hereof. Should a Task Order
submitted by the Company or one of its controlled subsidiaries make no
reference whatsoever to this Agreement, then this Agreement and its provisions
shall nonetheless be deemed to have attached to such Task Order, with a references
to the Company in the Agreement being read as a reference to the entity that submitted
the Task Order.


 


Hierarchy


 


2.8           Where there is a
conflict between the language contained in this Agreement and a specific Task
Order, the language contained in the Task Order will prevail.


 


Technical Clarification


 


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


 


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


 


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


 


Service Level Agreements


 


2.12         The terms of this
Agreement shall not supercede any separately negotiated and agreed upon Service
Level Agreements between the Company and the Contractor. Particularly in fixed price
maintenance agreements, the expected level of service and expectations will be
outlined in each governing Service Level Agreement.


 


Transition between Time and
Materials and Fixed Price


 


2.13         The Company reserves the
right to continue to convert existing Time and Materials maintenance Task
Orders to fixed-price projects on terms and conditions to be mutually agreed
between the parties.


 


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3.             CONTRACTOR
PERSONNEL


 


General


 


3.1           The Contractor is
responsible for providing personnel to perform its obligations under this Agreement.
The Contractor undertakes to enter into written agreements with all such personnel
obligating them in a manner that will enable the Contractor to fully discharge
all of its obligations under this Agreement including, without limitation, all
obligations under Section 8 with respect to Intellectual Property. The
Contractor further undertakes to cause all personnel involved in this Agreement
or Task Orders performed hereunder to acknowledge and agree in writing that any
use or disclosure of confidential information of the Company in any form other
than as contemplated herein, shall materially breach the terms of this Agreement
and shall materially injure the Company. The Contractor will indemnify the Company,
its employees, directors and officers, and hold the Company, its employees, directors
and officers, harmless against any and all liability and or damages caused by
such breach.


 


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


 


3.3           The Contractor will
make available additional resources that could be used to staff unexpected,
even temporary, increases in the forecasts. These additional resources will be committed
to the GDC once the Contractor has accepted the confirmed Task Orders.


 


3.4           The Contractor will be
solely responsible for maintaining satisfactory standards of personnel competency,
conduct and integrity and for taking such disciplinary action with respect to
all such personnel as may be required under the circumstances.


 


3.5           In the case of a Time
and Materials engagement, the Company may require the Contractor to immediately
remove any personnel from the performance of a Task Order whose continued work
on a Task Order is, in the sole discretion of the Company, found to be contrary
to the Company’s interest. In addition, if, during the first four (4) weeks of
performance pursuant to a Task Order, the Company requests the Contractor to
remove personnel from such performance, then the Contractor will promptly
reimburse the Company for the charges for the period such personnel worked on
such Task Order. Company may remove Contractor personnel from any engagement in
the event that the resource acts contrary to Company interests.


 


3.6           In the case of a Time
and Materials engagement, if any person provided by the Contractor becomes
unavailable for whatever reason during performance of a Task Order, including without
limitation, illness, death and incapacitation, the Contractor will provide a
fully trained replacement within two (2) weeks.


 


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Training


 


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


 


Model of Operation


 


3.8           The Contractor shall at
all times select the most appropriate model of operation, which could be a
combination of Nearshore, Offshore and Onshore resources.


 


Retention


 


3.9           The Contractor agrees
that the total overall retention level of the GDC personnel will be a minimum
of 85%, so as to ensure that the Company’s critical business applications and infrastructure
maintain the level of continuity and skill that is required for their
development and maintenance. The Contractor will ensure that 85% of the GDC
personnel who were working on any Task Order, twelve (12) months ago, should
continue to be working on any Task Order during the current month. Retention
under this definition will be calculated as below:


 


Aggregate
personnel working on Task Orders in current month                   X     100


Aggregate personnel
working on Task Orders in the same month of previous year


 


The definition of
aggregate above excludes personnel who have been added or reduced from the GDC
headcount in the previous 12 months by the Contractor as per plans approved by
an authorized official of the Company.


 


The Company may establish
non-monetary penalties from time to time, if retention levels are found to be
consistently in material breach of this provision.


 


3.10         Specific Task Orders may
define retention levels that are greater than the 85% level defined above, if
such increased levels are required to secure the need of continuity on specific
business applications and infrastructure. The Company may define and impose
penalties, in the event that the Contractor fails to achieve such retention
levels.


 


Status of Contractor personnel


 


3.11         The status of Contractor
shall be that of independent contractor, and Contractor shall not, at any time
or for any purpose, be deemed an employee, or agent of Company. Except as specifically
provided herein, neither party shall act or represent or hold itself out as
having authority to act as an agent or partner of the other party, or in any
way bind or commit the other party to any obligations. The rights, duties,
obligations and liabilities of the parties shall be several and not joint or
collective, and nothing contained in this Agreement shall be construed as
creating a partnership, joint venture, agency, trust or other association of
any kind, each party being individually responsible only for its obligations
and actions as set forth in this Agreement.


 


Nothing in this Agreement shall be interpreted or construed as creating
or establishing the relationship of employer and employee between Company and
either Contractor or any employee or agent of Contractor. Each party will be
solely responsible for payment of all


 


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compensation owed to its
employees, as well as federal and state income tax withholding, Social Security
taxes, and unemployment insurance applicable to such personnel as employees of
the applicable party. Each party shall bear sole responsibility for any health
or disability insurance, retirement benefits, or other welfare or pension
benefits (if any) to which such party’s employees may be entitled. Contractor
is not eligible for nor may Contractor participate in any employment benefits
or benefit plans of Company or any of its affiliated companies. Contractor will
not assert a claim of employment against Company or its affiliated Companies
nor claim any entitlement to participation in their benefit programs. If,
however, Contractor is deemed to be eligible for participation in such benefits
or plans, Contractor hereby waives and releases any such rights.


 


Non-Solicitation


 


3.12         The Company acknowledges
that personnel to be provided by the Contractor represent a significant
investment in recruitment and training, the loss of which would be detrimental
to the Contractor’s current and future business and profits. Accordingly, the
Company covenants that for the term of this Agreement and for a period of six
(6) months after its termination, the Company will not directly or indirectly:


 


(a)   Recruit,
hire, engage or attempt to recruit, hire or engage or discuss employment with
any person who is or was an employee or agent of the Contractor, including its subcontractors,
assigned to work on a Task Order issued under this Agreement within twelve (12)
months of such recruitment, hiring, engaging or discussion of such activity during
the term of this Agreement; or


 


(b)   Induce
any person who is or was an employee, or agent of the Contractor, including its
subcontractors, assigned to work on a Task Order issued under this Agreement at
any time during the term of this Agreement to terminate his relationship with
the Contractor or any related company or introduce such person to any potential
employer. For the purpose of this Section 3.12 only, the terms the “Company”
and the “Contractor” respectively shall include any parties together with all other
entities controlling, controlled by or under common control of such parties
including but not limited to any agents or representatives thereof collectively
referred to as the “controlled entities”; provided however, that such
controlled entities shall be subject to this provision only if they have
submitted Task Orders to the Contractor that incorporate the provisions of this
Agreement.


 


3.13         The Contractor will not
recruit, hire, engage, or attempt to recruit, hire, engage or discuss employment
with any person who is an employee or agent of the Company, during the term of
this Agreement unless by explicit approval of an authorized representative of
the Company.


 


3.14         Any associates hired from
other suppliers of the Company, working on Information Technology Services
projects of the Company, will not be allocated in the Company GDC program, for
twelve (12) months, after the recruitment.


 


Work for competitors


 


3.15         Where the Company lists
or provides details of its competitors, the Contractor undertakes that it will
not assign its employees who have worked on a Task Order issued under this Agreement
to work on a similar project for the named competitor of the Company for a
period of twelve (12) months following completion of the work on such Task
Order. Nothing in this Section 3.15 precludes the Contractor’s affiliated
companies who are not involved in performance of services on any particular
Task Order from accepting employment from or engaging in work or business for
competitors of the Company.


 


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Background checks for Contractor
Personnel located at GDC


 


3.16         (a)           The
Contractor will ensure that personnel located at a GDC who have access to any Company
infrastructure, Task Orders, documents or intellectual property are screened to
prevent malicious damage to the Company’s interests.  Background checks for Contractor and sub-contractor
personnel will be completed as per Company’s requirements. These will include
but not be limited to criminal background check, proof of residence check,
employment references and education qualifications verification for a period of
seven years, prior to having access to any Company infrastructure, Task Orders,
documents or intellectual property.


 


(b)           In
the performance of such background checks, the Contractor shall employ
processes in compliance with Company requirement as communicated from time to
time.


 


(c)           The
Contractor shall ensure that bona fide agencies are employed to complete
background checks and those agencies do not have any access whatsoever to
Company infrastructure, Task Orders, documents or intellectual property, during
the course of conducting such checks.


 


(d)           The
Contractor shall supply information related to background checks promptly, and
no Contractor or subcontractor employee can be assigned to a Company Task Order
or account prior to successful completion of the background check.


 


New Contractor Personnel located at
Company Facilities


 


3.17         Contractor shall perform,
prior to placement and after securing appropriate written authorization from
its personnel, a background screen to assure that none of the Contractor’s
personnel assigned to work at a Company worksite, or regularly performing
duties at a Company worksite, is included on a government list prohibiting the
Contractor, as the employer, from engaging in financial or other transactions
with one of the Contract’s personnel. Should any Contractor personnel be
required to perform duties in a Company site within the United States, then
Contractor shall also assure the Contractor personnel’s status to rightfully
work in the United States through compliance with applicable immigration laws,
regulations, and processes. Similarly, Contractor will ensure that its
personnel, in whatever country they may be located to service Company, are
rightfully able to work in that country, subject to that country’s immigration
and labor laws.


 


Company may audit
Contractor’s compliance with these requirements upon reasonable notice during
the normal and regular working hours of the Contractor. Each Party shall bear its own costs and expenses
associated with the audit.


 


If Contractor personnel
are to be placed in positions which the Company or its affiliates, in its sole
discretion, determines to be “security sensitive,” Contractor shall:


 


(a)           Prior
to placement, perform criminal conviction screening through an authorized
background-reporting agency. The background screen will cover at least a seven
(7) year time period, and include all locations in which the Contractor
personnel resided or worked during that period. Contractor shall retain a copy
of such report for inspection by Company for at least one year following the
end of placement at a Company worksite. Contractor shall exercise its best
efforts to assure that none of its personnel pose a threat to the safe working
environment at the Company site, or a threat to the integrity of business
operations. No Contractor personnel who lied by failing to disclose any prior
criminal conviction on his or her pre-placement or employment application will
be placed with the Company. Contractor shall also verify employment history up
to the last seven (7) years.


 


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(b)           Upon
Company’s request, the background screen shall include: i) verification of the
Contractor personnel’s highest level of education, and ii) driving record
search.


 


All screens identified in
this section shall be performed at the Contractor’s expense. Company shall have
the right to audit Contractor’s compliance with these requirements upon
reasonable notice during the regular working hours of the Contractor, with each
party paying its own costs and expenses associated with the audit.


 


Existing Contractor Personnel
located at Company Facilities


 


3.18         For
all workers currently assigned to a Company location for less than a year prior
to the signing of this Agreement, Contractor will:


 


(a)           Perform,
after securing appropriate written authorization from its personnel, a
background screen to assure that no personnel assigned to work at a Company
worksite, or regularly performing duties at a Company worksite, is included on
a government list prohibiting the Contractor, as the employer, from engaging in
financial or other transactions with a Contractor worker. For any Contractor
personnel performing duties or assigned to work in a Company site within the
United States, then Contractor shall also assure the Contractor personnel’s
status to rightfully work in the United States through compliance with
applicable immigration laws, regulations, and processes. Similarly, Contractor
will ensure that its personnel, in whatever country they may be located to
service Company, are rightfully able to work in that country, subject to that
country’s immigration and labor laws.


 


(b)           Company
shall have the right to audit Contractor’s compliance with these requirements upon
reasonable notice during the regular working hours of the Contractor, with each
party paying its own costs and expenses associated with the audit.


 


For all Contractor
personnel who are in positions which the Company or its affiliates, in its sole
discretion, determines to be “security sensitive” (as will be noted in specific
Task Orders), Contractor shall:


 


(c)           Prior
to placement, perform criminal conviction screening through an authorized background-reporting
agency. The background screen will cover at least a seven (7) year time period,
and include all locations in which the Contractor personnel resided or worked
during that period. Contractor shall retain a copy of such report for inspection
by Company for at least one year following the end of placement at a Company
worksite. Contractor shall exercise its best efforts to assure that none of its
personnel pose a threat to the safe working environment at the Company site, or
a threat to the integrity of business operations.  No Contractor personnel who lied by failing to
disclose any prior criminal conviction on his or her pre-placement or
employment application will be placed with the Company. Contractor shall also
verify employment history up to the last seven (7) years.


 


(d)           Upon
Company’s request, the background screen shall include: i) verification of the Contractor
personnel’s highest level of education, and ii) driving record search.


 


All such screens shall be
performed at the Contractor’s expense. Company shall have the right to audit
Contractor’s compliance with these requirements upon reasonable notice during
the regular working hours of the Contractor, with each party paying its own
costs and expenses associated with the audit.


 


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Security Sensitive


 


3.19         The
term “security sensitive” means any position which requires that the incumbent
perform or be responsible for performing duties:


 


(a)           that
are directly related to the safe operation or security of a Company facility,
piece of equipment or electronic data system or financial/accounting system,
and


 


(b)           which,
if not performed properly, could constitute a serious environmental, health or safety
hazard to employees or the general public or a serious breach of security
respecting the Company’s proprietary rights or financial, accounting or other
systems.


 


3.20         All
Contractor personnel and sub-contractor personnel who have any access to any
Company matters including but not limited to infrastructure, Task Orders,
documents or intellectual property will obtain a passport, to establish their
credentials and ensure facilitation of travel overseas as and when it is
required.


 


4.0          INFRASTRUCTURE


 


General


 


4.1           The
Contractor is responsible for providing the base facility infrastructure of the
GDC including, without limitation, secure floor space for personnel and hardware,
information/communications technology hardware, software and associated support
services, except those software, hardware and support services that are
specifically set out to be provided at the cost of the Company in a Task Order,
such as telephones, amenities, communication facilities like video-conferencing
and adequate telephone lines and failure backup facilities. The Contractor
undertakes to maintain standards such as of facilities and services that the
Company deems adequate for the conduct of work under this Agreement and as
specified by the Company from time to time.


 


4.2           Major
infrastructure needs will be identified and agreed upon by the Company ninety
(90) days in advance to ensure adequate resources will be set aside by the
Contractor to implement infrastructure improvements in a timely manner.  Implementation of major infrastructure adjustments
require adequate notification (a minimum of ninety (90) days prior notice) to
the Company prior to commencement of the adjustments to ensure that there are
no disruptions to service levels.  Such
adjustments, including expansion of existing facilities or establishment of new
facilities from which the Company’s Task Orders are to be executed will only be
undertaken by the Contractor upon receiving explicit approval from the Company’s
authorized official.


 


Security


 


4.3           The
Contractor is responsible for providing network and physical security for all
of its facilities. The Contractor will ensure that Company specified security
policies and guidelines are adhered to all times.  Such policies include but are not limited to
adequate site security, electronic access control, password protection on
infrastructure allowing access to Company information, virus protection on
networks and background checks for all Contractor personnel and their
sub-contractors.  The Contractor will
indemnify the Company, its employees, directors and officers, against third
party liability arising out of a failure of the Contractor to secure its
facilities.


 


4.4           In
the course of performing Task Orders issued pursuant to this Agreement, the
Contractor may have access to the Company’s computer resources. In such event,
the Contractor shall use such resources exclusively for performing work on
specific Task Orders or other efforts


 


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authorized by the Company
such as disaster recovery testing and infrastructure maintenance. Unauthorized
access to or use of Company’s computer resources are prohibited. Unauthorized
use of the Company’s computing resources includes, without limitation, the following:


 


(a)   failing
to reasonably safeguard computer resources, in the possession of the Contractor
or an assigned party from damage, misuse or theft;


 


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


 


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


 


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


 


Company
provided equipment


 


4.5          If
the Company provides any equipment (including, without limitation, hardware and
software) to the Contractor, the Contractor shall keep such equipment as a
bailee and use such equipment only to complete Task Orders placed pursuant to
the terms hereof. Such property, while in Contractor’s custody or control,
shall be held at the Contractor’s risk and shall be subject to removal at the
Company’s written request.  The
Contractor shall provide semi-annual load forecasts to the Company when using
the Company’s resources.


 


The Contractor recognizes
and consents that it is liable for any unauthorized use of Company computing
resources by any of its employees even if it be without the Contractor’s
knowledge and approval, and that such action amounts to a material breach of
this Agreement.


 


Communications:


 


4.6          The
Contractor is required to be linked to the Company’s locations via high speed
(1Mbps or above) data link(s). The cost of these and additional link(s) is to
be borne by the Contractor. The Contractor will provide no less than quarterly
reports to the Company detailing data, voice and video usage, originating to
and from the GDC.


 


4.7          The
Contractor shall ensure complete redundancy on the last mile (no single point
of failure) circuits between the GDC and the GE network.


 


4.8          Communication
links are not to be constrained by usage or capacity constraints. Use of devices
or other means by which capacity is constrained are disallowed. Specifically,
links shall be reliable and accessible on a 24-hour basis, 7 days a week, 365
days a year.  The Contractor is
responsible for ensuring that installation of links is executed in a timely
fashion with adequate planning and resource allocation.


 


4.9          Usage
of SNA-only links must not exceed an average of 70%.  Usage of lines into the Company’s
multi-protocol network must not exceed 70% over a 15 minute time period over a 10-hour
day. The Company will provide assistance in measuring.


 


4.10        Where
multiple lines are used and multiplexed into a single line, the multiplexing
equipment must match Company’s standard.


 


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4.11        The
Contractor must make available to each GDC site at least one Dialcomm Channel
per 4 projects, as well as ensure that there is at least 1 Dialcomm Channel per
15 Contractor personnel.


 


4.12        For
all sites with more than 100 Contractor personnel and authorized subcontractor
personnel assigned to work for or perform duties for Company, Contractor must
make provision of Video Conferencing facilities.


 


4.13        The
Contractor must provide quarterly forecasted usage and performance reports for
each future two quarters.  Any occasion
of a repeatable performance problem must be resolved within the next quarter.
On request, the Contractor must provide video access to a point accessible for
selected Company Businesses worldwide.


 


4.14        The
Contractor may elect to buy network lines and equipment at the Company’s
internal prices.  All equipment connected
to the Company’s network must adhere to the Company’s published standards and
technology stacks. The Company will provide standards and update them
regularly. It is the responsibility of Company to provide standards, plus allow
time for the Contractor to move to new standards.


 


4.15        Contractor
shall have actionable Business Contingency Plan (BCP) and Disaster Recovery Plan
(DRP) in place for each GDC location, and that such plans are in compliance
with Company’s standards. Contractor shall designate a crisis management leader
and also ensure that the Business Continuity Plans and Disaster Recovery Plans
are updated at least monthly. Periodic backup of all data related to conduct of
work under this Agreement, in compliance with Company procedure where specified
and industry standard where not specified, will be taken and stored securely to
facilitate disaster recovery.


 


4.16        The
Company may, at any time, install its own communication link(s) to the
Contractor.  If the Company installs its
own links, the Contractor will utilize the links and provide any assistance
required in connection with the installation and use of such links.


 


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


 


Communications
Security


 


4.18        Contractor
personnel and authorized subcontractor personnel assigned to work for or
perform duties for Company shall sign a Network Access Security Agreement prior
to receiving an account and password that provides access to Company materials.
Format to be used for such Agreement should be as specified in the GDC Security
Guidelines.  Each Contractor employee and
authorized subcontractor employee performing work on-site must present a copy
of an executed Security Agreement to Company’s on-site contact prior to
beginning work.


 


4.19         In
addition, the Contractor will undertake to ensure the following


 


4.20         Prohibit and
prevent unauthorized dial-in access to the Contractor LAN.


 


4.21        Ensure
all connections to the Company network are done on isolated lines on which
Internet access is not allowed.


 


4.22         Control and
audit physical access to the building, the Contractor work area wiring closets
etc.


 


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4.23        Provide
encryption for all data transfer unless the Company specifies otherwise in
writing. All data encryption must be performed in conformance with applicable
laws.


 


4.24         Implement,
monitor and enforce prudent security measures and allow the Company to audit such
security measures.


 


4.25        Ensure
that any and all equipment installed by the Contractor with the agreement of
the Company adheres to the Company’s published standards.


 


4.26        Allow
the Company to inspect and review all security methods and measures undertaken
by the Contractor after providing advance written notice to the Contractor
during the regular working hours of the Contractor, with each party playing its
own costs and expenses associated with the audit. All such methods and measures
are subject to the approval of the Company.


 


4.27        Rigorously
adhere to the GDC Security Guidelines published by the Company.  The published Security Guidelines will be
made available to the Contractor and updated by the Company from time to time.


 


4.28        Contractor
shall ensure security of Company Data that exists in any form - electronic or printed
form. The Company may set guidelines time to time for ensuring the Company data
is secure.


 


5             OTHER
CONTRACTOR RESPONSIBILITIES


 


5.1          In
addition to any of its other obligations under this Agreement (including,
without limitation, under this Section 5 or any Task Order placed pursuant to
the terms hereof, the Contractor undertakes to perform each of the following
obligations.


 


Use
of subcontractors


 


5.2          Subcontracts
may only be awarded by the Contractor to its controlled subsidiaries or to suppliers
under common control with Contractor and, unless otherwise expressly agreed by the
Company, each subcontract will terminate immediately upon the Contractor’s loss
of control of the relevant subcontractor.  Subcontractors that are not controlled
subsidiaries of the Contractor may not be used without the prior written
consent of the Company. Subcontractors must assign only full-time employees to
Company’s work.


 


5.3          The
Contractor will ensure that any sub-contractor personnel engaged on a Company
Task Order are bound by all terms and conditions of this Agreement, including
Section 12 on Confidentiality and Section 8 on Intellectual Property.  The Contractor will hold the Company free of
liability arising out of its relationship with sub-contractor companies or
their personnel.


 


Contractor’s
quality certification


 


5.4          The
Contractor represents and warrants that it will obtain SEI CMM Level 5 or
equivalent and ISO 9000 quality certification on or before the second
anniversary of this Agreement. Once awarded, the Contractor undertakes to
maintain such quality certification during the term of this Agreement and to
promptly notify the Company if, at any time, the Contractor’s certification is
not renewed or is otherwise lost. The Contractor also undertakes to meet any other
certification standards, including but not limited to quality and security that
the Company requires, to assure itself of ongoing service quality.


 


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5.5          The
Contractor further undertakes to cooperate with the Company to incorporate, as applicable,
the Company’s Six Sigma concepts and practices into its performance of work in connection
with this Agreement.


 


The Contractor understands
that if it does not meet the declared and agreed targets for Quality
training/education as specified in this Agreement, then the Company may suspend
the placement of new business with Contractor. If the Contractor fails to meet
the targets on three consecutive quarters then the Company may terminate the
Agreement for cause.


 


Performance
measures


 


5.6          The
Contractor acknowledges and agrees that its compliance of the terms and
conditions of this Agreement is critical to the Company and undertakes, in a
timely manner to:


 


(a)   Provide
to the Company data or metrics regarding its progress in improving the quality,
productivity and output of its personnel devoted to the Company’s work.  Specifically, Contractor will provide data on
number of personnel, average experience, turnover, cost to Company (overall and
on a project basis) and maintenance and development of personnel (for each category
of personnel), from time to time as required by the Company;


 


(b)  Provide
to the Company, data on each project covering such matters as productivity, output,
quality and timeliness, cost, new development initiative measures (function
points per person/day, error rates per function point, etc.) and maintenance
project measures (requests serviced weekly, etc.) from time to time as required
by the Company;


 


(c)   Develop,
and share the results of, customer satisfaction surveys and reporting methodology,
covering such matters as schedule adherence (delivery) and quality (meet specification,
defect reduction, etc.) from time to time as required by the Company; and


 


(d)  Provide
any other data or metrics that may be required by the Company from time to
time. 


 


Minimum Specifications


 


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


 


5.8          Leverage:  The ratio of the Company-site (onshore) to
the GDC (offshore) Contractor personnel is to decrease over time, with an
increased proportional number of personnel at the GDC. The Contractor
undertakes to support the Company’s initiative and meet ensure that at least
70% of all work on a Task Order, whether fixed price or time and material, is
executed at the Contractor’s GDC (offshore location).


 


5.9          Fixed
Price: The ratio of the Fixed Price to Time and Material work is to increase
over time with an increased proportion of engagements being Fixed Price. The
Contractor undertakes to support the Company’s initiative and ensure that 90%
of all Task Orders are contracted on fixed price basis.


 


13





















 


5.10        Quality
Certification: Contractor agrees to have a Six Sigma program operational within
the GE GDC, which will be led at minimum by a certified Black Belt, who has
undergone training as a Master Black Belt. Contractor will select at least two
employees for training as a Master Black Belt within the term of this contract.


 


All GE GDC employees
(100%) will complete basic Quality Awareness Training before commencement or
within 1 month of engagement on any of the Company’s or its affiliates Task
Orders.


 


The Contractor must be
prepared to support the GE Six Sigma initiative and will therefore aim to have
4% of GE GDC employees Black Belt certified and 10% Green Belt certified within
the term of this contract. All Business Relationship Managers / Account
Managers (both at the Company site and at the Contractor site) shall be Black
Belt certified. Exceptions to this certification for the BRM / AM may be made
at the Company’s discretion. Verification of certification must be produced
upon Company’s request.


 


All six sigma training
and certification will be within Contractor’s process, methodology and expense.


 


5.11        Onsite
business representative: At Company locations (sites) with more than $5,000,000
of offshore volume per year, Contractor will provide, at a site designated by
the Company, one (1) account manager free of cost unless otherwise agreed to by
the responsible Company business manager. The Contractor and the Company will
mutually agree to the scope and role of such persons from time to time.


 


Labor
permits and licenses


 


5.12        The
Contractor acknowledges and agrees that it is solely responsible for procuring
and maintaining all necessary permits and licenses required in connection with
the Contractor’s performance of this Agreement and any Task Order issued
pursuant to the terms hereof, including, without limitation, processing and
procuring all necessary visas and passport documents for its employees in
advance of their assignment in connection with a Task Order. The Contractor
will obtain all such permits, licenses and visas in a timely manner to avoid any
unnecessary delay.


 


Use of
Third Party Copyrighted Material and Intellectual Property


 


5.13        The
Contractor warrants and represents that any Software deliverable that is part
of a Task Order from Company does not and will not contain any copyrighted
material or intellectual property from a Third Party unless Contractor has
acquired permission or purchased a license to use such third party copyrighted
material or intellectual property in Contractor’s software. Contractor further
agrees to assign its permission or license to use third party copyrighted material
or intellectual property to Company. To the extent that Contractor cannot
effectively assign such rights, permission or license to use such third party
software, Contractor agrees to indemnify Company, its employees, directors and
officers, from any liability that may result from use of third party
copyrighted material or intellectual property that is incorporated in software
and work produced for Company by Contractor.


 


Compliance
with Laws


 


5.14        The
Contractor undertakes to obey and abide by all applicable laws, regulations,
ordinances and other rules of the United States of America and any other
country and jurisdiction where work may be performed in connection with this
Agreement (including respective states, territories or subdivisions thereof or
any other duly constituted public authority in any such


 


14





















 


jurisdiction). Without
limiting the generality of the foregoing, the Contractor warrants that
Contractor and any subcontractor that it uses will:


 


(a)   use
no labor which violates any applicable minimum working age, conditions, wage
and overtime laws in the performance of this Agreement or any Task Order issued
pursuant to the terms of this Agreement;


 


(b)  comply
with the tax and immigration laws of all jurisdictions in which its employees perform
work under this Agreement or any Task Order issued pursuant to the terms of this
Agreement;


 


(c)   comply
with all personal data protection laws of all countries where Task Orders
relating to this Agreement are performed; and


 


(d)  comply
with all applicable employment laws of all countries where Task Orders relating
to this Agreement are performed.


 


Contractor will ensure
that personnel working on-site at Company locations are provided with adequate
living resources. Contractor’s contractual agreements with personnel working
on-site at Company locations restricting activities of such personnel must be
reasonably related to legitimate purposes, such as the assurance of compliance
with visa requirements, and shall not be excessive in nature. If the Company
determines, in its sole discretion, that the Contractor has not complied with
this provision in any material respect, then the Company may immediately
terminate this Agreement in which event the Company shall have no liability
whatsoever to pay compensation to the Contractor excluding for work already
performed, provided that before terminating the Agreement, the Company has
given sixty (60) days written notice to the Contractor to rectify the breach
and thereafter the Contractor has failed to comply. The Contractor undertakes
to provide all data, documents and reports as required by the Company from time
to time, as evidence of compliance with statutory law as mentioned above.


 


The Contractor agrees to
employ robust processes to ensure compliance with the provisions of this
Agreement governing compliance with personnel and labor laws, including
immigration and background checks, drug tests, visas, tax compliance, minimum
wages. The Contractor will indemnify and hold the Company, its employees,
directors and officers harmless against any and all third party liability or
statutory failure that occurs as a results of the Contractor’s failure to
comply with applicable legal requirements in any of the countries where work is
performed for the Company. The Contractor will provide the Company with
information regarding its state of compliance, as required from time to time.


 


5.15        In
performance of this Agreement or any Task Order issued pursuant to the terms of
this Agreement, Contractor will comply with Article 26(2) of the European
Commission Directive 95/46/EC on the transfer of personal data to processors
established in third countries, as well as all other data protection laws of
all countries that are applicable to personal data transferred to Contractor
under a Task Order. Where Contractor is issued a Task Order from Company or its
affiliates and Article 26(2) of the European Commission Directive 95/46/EC
applies, then Contractor agrees to incorporate into the Task Order Appendix B,
which contains the accepted clauses required for adherence to Article 26(2) of
Directive 95/46/EC. In the event that such a Task Order is executed without
clauses that incorporate Appendix B of this Agreement, then Appendix B of this
Agreement shall nonetheless be deemed to have attached to that Task Order.


 


5.16        Contractor
agrees to certify and ensure that it is in compliance with Section 404 of the Sarbanes-Oxley
Act of 2002 and that Contractor will supply to Company, in a manner specified
by Company, documents attesting that Contractor has in place key controls that
are


 


15





















 


effective and have been
tested by a third party, such as an outside auditor, that monitor and ensure
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.


 


5.17        The
Contractor represents and warrants that it is familiar with the laws of the
United States of America and all other countries where Task Orders relating to
this Agreement are performed, relating to international transactions, including
but not limited to its export control laws and regulations, and that no such
transaction involving the technology or software the Contractor receives from
the Company will be undertaken without the required authority of the US Government
and governments of the countries where Task Orders under this Agreement are performed.
 The Contractor’s obligations under this
Section 5.17 do not expire upon the termination or suspension of this Agreement
or any Task Order issued pursuant to the terms hereof.


 


Company
Policies


 


5.18        The
Contractor undertakes to conform to the Company’s standards for integrity as
reflected in the Company’s integrity policies, made known to the Contractor by
the Company in writing, in the performance of work under this Agreement and any
Task Order issued under this Agreement The Company will provide the Contractor
with copies of such policies together with instruction of the application of
such policies.


 


5.19        The
Contractor undertakes to conform, when applicable, to the Company’s standards
and policies in handling employment data, as defined and reflected in the Company’s
Employment Data Protection Standards in the performance of work under this
Agreement and any Task Order issued pursuant to this Agreement. The Company will
provide the Contractor with copies of such policies, and reserves the right to
amend and modify the standards at its sole discretion.


 


Expected
Services and Processes


 


5.20        On
the request of Company in a specific Task Order, the Contractor will provide
personnel, computing and telecommunications resources seven (7) days per week,
twenty-four (24) hours per day, 365 days per year to support the Company’s
designated critical software. Such software shall be so designated in specific
Task Orders and shall contain specific response time and acknowledgment
requirements.


 


5.21        The
Contractor shall provide onshore project management teams at Company sites, as necessary,
to ensure a smooth workflow between Company and offshore Contractor resources.


 


5.22        If
the Company transfers work from the Company or an existing Task Order from
another supplier/contractor to the Contractor, the Contractor will complete the
necessary knowledge transfers so that the relevant party can take over the
functions of the Company or the Contractor, as applicable. Nothing contained in
this section 5.23 shall reduce the Contractor’s obligation under this
Agreement.


 


5.23        The
Contractor shall maintain detailed documentation for all the phases of all
projects including, without limitation, all source code, libraries and
associated program documentation for all projects, as appropriate, for the
period prescribed in Section 6.


 


Material
Non-Public Information


 


5.24        In
connection with its work for GE, Contractor may be exposed to material non-public
information (“MNPI”).  Contractor
acknowledges and understands that improper use of MNPI may be a violation of
law, including the laws concerning insider trading and may


 


16





















 


subject it and its employees to prosecution, civil
liability, fines and criminal penalties. If the performance of any Task Order
under this Agreement requires or permits Contractor or its employees or agents
to have access to MNPI, Contractor agrees to abide by the requirements of the
entity issuing such Task Order for the prevention of illegal or inappropriate
disclosure of, or trading on such information. Preventive measures may include
training for Contractor and its employees, restrictions on trading in certain
securities by Contractor and its employees, or both. Any such requirements
shall be set out in the relevant Task Order.


 


Disclosure


 


5.25         As
long as disclosure will not cause Contractor to violate any Securities and Exchange
Commission or similar applicable laws, the Contractor shall disclose any
anticipated or actual change in its ownership or financial status to the Company
during the period of this Agreement. Such changes include but are not limited
to public listing, changes in the constitution of the Controlling Board, mergers
and acquisitions, upgrading or downgrading of financial ratings such as S&P
and CRISIL. The Contractor shall not enter into merger and acquisition negotiations
with any known competitors of the Company or its affiliates, without the prior
consent of an authorized representative of the Company.


 


6              AUDIT
RIGHTS


 


6.1           In
order to assess Contractor’s work quality, conformance with applicable
specifications, and compliance with the terms and conditions of this Agreement,
or any Task Order issued pursuant to this Agreement, for the period of this Agreement,
and for two years following its termination, Contractor shall, with reasonable
notice, provide Company and its designated representatives, and shall obtain a
similar right from permitted subcontractors, reasonable access to 1) all locations
where work is performed in connection with the goods or services that are
subject to this Agreement or any Task Order issued pursuant to this Agreement,
and 2) Contractor’s books and records relating to this Agreement or any Task
Order issued pursuant to this Agreement, wherever such records may be located.


 


Audits shall be performed during the regular working
hours of the Contractor after providing the Contractor with advance written
notice, with each party paying its own costs and expenses associated with the
audit. All audit findings shall be treated as confidential information of the
Contractor.


 


7              OTHER
COMPANY RESPONSIBILITIES


 


The Company agrees to the following responsibilities
in relation to this Agreement:


 


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


 


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


 


7.3           Ensure
cooperation for the Contractor to perform services and create an environment
where success can be achieved. Support training the Contractor team in the
Company technical areas, standards and processes.


 


7.4           Ensure
appropriate facilities and infrastructure at the Company sites to support the
Contractor’s Company on-site personnel.


 


17





















 


7.5           Where
necessary, provide the Contractor with access to the Company’s host environments
to support projects, including providing access to Company’s
environment/equipment required for training


 


7.6           Where
appropriate, consider opportunities to sub-license, or loan, for the term of
this Agreement at no cost to the Contractor any hardware, software, case tools
etc. that the Company uses to enhance productivity (to the extent permitted by
the relevant product licenses) so as to ensure usage of common “best practices”
in the development of personnel of the Company and the Contractor.


 


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


 


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


 


7.9           Deliver
necessary data, forms and documents to support work under this Agreement.


 


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


 


7.11         Facilitate,
cooperate and support the Contractor as possible, including conducting, reviews
audits and meetings.


 


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


 


8              INTELLECTUAL
PROPERTY


 


8.1          In
view of the confidential relations contemplated between the Contractor and the
Company, including the representatives and employees of each, and of the
payments to be made to the Contractor as set forth above, the Contractor hereby
agrees and represents:


 


(a)   That
the deliverables under this Agreement and any Task Orders placed pursuant
hereto are and shall be the exclusive property of the Company.


 


(b)   That
it will communicate in writing and assign to the Company promptly and fully all
inventions, innovations, computer programs (including source and object code
and documentation), know-how and techniques (whether patentable or not or
copyrightable or not and whether made solely by it or jointly with others)
which are conceived or developed directly or indirectly from any work performed
pursuant to this Agreement and Task Orders placed pursuant hereto. The
Contractor agrees to cause Contractor personnel and authorized subcontractor personnel
assigned to perform services under this Agreement to sign a Secrecy and
Inventions Agreement using a format as specified by the Company in the GDC
Security Guidelines, and outlined in Addendum C of this Agreement, which may be
updated from time to time. At Company’s request, with reasonable notice,
Contractor will present to Company the signed Secrecy and Inventions Agreements
of any Contractor personnel and authorized subcontractor personnel.


 


(c)   That
such inventions, innovations, computer programs, know-how and techniques, whether
documented or not, are and shall remain the sole and exclusive property of the Company
or its nominees without regard to any termination of this Agreement; and that any
such materials which are copyrightable shall be deemed to be produced by the Contractor
as works for hire, with the Company as the hiring party; provided, however, that
any techniques, technology or tools independently developed by the Contractor
not using information provided by the Company and not developed for or paid for
by the


 


18





















 


Company shall not be the
intellectual property of the Company. No legends or author names may appear on
or be used in connection with such inventions, innovations, computer programs,
know-how and techniques of the Company unless the Contractor obtains the prior
written consent of the Company.


 


(d)   With
respect to copyrights, all copyrightable material resulting from work performed
during the term of this Agreement shall be deemed to be works made for hire
under the US Copyright Act and shall belong exclusively to Company. If by
operation of law any such copyrightable materials are not works made for hire
under the US Copyright Act, then Contractor hereby agrees to assign to Company
the ownership of such materials, including all copyrights thereto.  Company may obtain and hold in its own name copyrights,
registrations, and other protection that may be available therein, and Contractor
will provide Company any assistance required to perfect such protection. Contractor
also agrees to waive any “artist’s rights” or “moral rights” however denominated
Contractor might otherwise have in any copyrightable materials Contractor and
Contractor’s personnel develop during the term of this Agreement. To the extent
Contractor cannot effectively waive such rights, Contractor agrees not to seek
to enforce such rights against Company or any purchaser or licensee of such
materials from Company.


 


(e)   That
it will unconditionally co-operate with and assist the Company and its nominees
in every proper way during and subsequent to the term of this Agreement
(entirely at the Company’s expense) to perfect the Company’s (or its nominee’s)
rights and title to all such deliverables and to all such inventions,
innovations, computer programs, know-how and techniques by executing or causing
to be executed such instrument of assignment or other documentation as the
Company may reasonably require, and to obtain and / or secure and to maintain
for the Company’s benefit patents, copyrights, and / or trade secret protection
for such inventions, innovations, computer programs, know-how and techniques,
in any and all countries of the world.


 


(f)    The
Company is the exclusive owner of, and Contractor is obligated to assign to the
Company and to assist the Company in perfecting, all rights, titles and
interests of the Company in and to the deliverables under the task and other
work orders placed pursuant to this Agreement and all prior agreements between
Company and Contractor for the acquisition of software, software services, or
similar subject matter, and in and to the intellectual property made or
conceived in the course of work performed pursuant to any of them.


 


(g)   That
it will make and obtain adequate and current written records of and otherwise document
or cause to be documented all such inventions, innovations, programs, know-how
and techniques in the form of notes, sketches, drawings, flow charts, or
reports relating thereto, which records shall be owned by the Company at all
times and made, available to the Company upon the request of the Company.


 


(h)   That it is not the proprietor
of any copyright or trade secret, nor the inventor, nor owner of any patent,
application for patent or invention which would impair or restrict the freedom
of the Company to make use of the work product called for or produced under
this Agreement or Task Orders placed pursuant to this Agreement. In the event
that this situation changes during the term hereof, the Contractor hereby
agrees for the term hereof and thereafter not to assert any such intellectual
property rights against the Company, its subsidiaries and affiliates, and their
respective vendors and customers, mediate or immediate, on account of any use
made of such work product (or derivatives or improvements thereof) by any of
them. Contractor, on behalf of itself and its employees, hereby expressly
waives any “artist’s rights” or “moral rights” it might otherwise have in the
materials being developed under this Agreement. To the extent that Contractor
or its


 


19





















 


personnel
cannot effectively waive such rights, Contractor agrees that neither it nor its
personnel will seek to enforce such rights against Company or any licensee or
purchaser of such materials from Company. The Contractor agrees to obtain in
writing from each of its subcontractors all commitments contained in this
Paragraph 8, running in favor of the Company, its subsidiaries and affiliates
and their respective vendors and customers.


 


(i)    That for a period of seven (7) years following the date of disclosure
thereof to it, the Contractor will not disclose to any third party or itself
use, except in the performance of this Agreement, any confidential information
which may be made available to it in connection with its performance of this
Agreement, except as may be specifically authorized in writing by a duly
authorized representative of the
Company. As used herein, the term “confidential information” means and includes
all information furnished or made available to the Contractor orally or in
writing pursuant to this Agreement or in connection with a Task Order placed
hereunder and all information concerning inventions, innovations, computer
programs, know-how and techniques conceived or developed directly or indirectly
from any work performed pursuant to this Agreement or a Task Order hereunder,
except the following:


 


(1)   Information actually known to the Contractor prior to its disclosure by
the Company under this Agreement; or


 


(2)   Information independently developed by any personnel of the Contractor
who had no access to Company information disclosed or developed under this Agreement;


 


(3)   Information available to the general public or general industry
knowledge at the time of its disclosure; or which thereafter becomes available
to the public or becomes general industry knowledge, without a breach of this
Agreement by the Contractor;


 


(4)   Information furnished to the Contractor by a third party without
restriction on its further disclosure;


 


(5)   Information which the Contractor is required to disclose by a court
order provided that the Contractor promptly notifies the Company of such order
in a manner that affords the Company an opportunity to respond to or resist the
order; or


 


(6)   If the Company approves using a subcontractor, information that must
reasonably be disclosed by the Contractor to its subcontractors as essential to
their tender or performance of work for the Contractor; provided, however that
the Contractor shall require such subcontractors to use such information solely
for the performance of work as subcontractors for the Contractor hereunder and
to maintain such information in confidence to the extent of the foregoing
requirements of this Section 8.1(h).


 


The
parties have no expectation that the Contractor will have any need to disclose
its proprietary and confidential information to the Company. However, if in the
performance of this Agreement or any Task Order placed hereunder, disclosure of
the Contractor’s confidential or proprietary information is required, such
information will be disclosed only in writing which has been duly marked as
confidential and only after the Company has agreed in writing to accept
disclosure of such information. The Company agrees to treat such information
with the same degree of care in respect of use and disclosure that it uses with
respect to its own similar confidential and proprietary information and shall
not make available the same to any third party at any time nor make any copies
or reproductions in excess of those required for business purposes at any time
nor use the same for the benefit of any person other than the Contractor.


 


20





















 


(j)    With
respect to any information, knowledge or data disclosed to the Company by the
Contractor, that it has the full and unrestricted right to disclose the same to
the Company without incurring legal liability to others, and that the Company
shall have full and unrestricted right to use and publish the same as it may
see fit.


 


(k)   That
in the conduct of work under this Agreement, the Contractor shall not use
confidential or proprietary information of any third party and if such information is, or comes
into the possession of the Contractor, during the term of this Agreement, the
Contractor shall not communicate or otherwise disclose such confidential or
proprietary information to the Company.


 


(l)    That
the Contractor shall on its own account indemnify and hold the Company, its
employees, directors and officers, harmless against and, if requested by the
Company, shall handle and defend against any claim, suit, or other proceeding
brought against the Company, its
employees, directors and or officers, based on any allegation that any work
performed by the Contractor hereunder or any product of such work, including
any element(s) of such work product, constitutes a violation or infringement of
any patent, copyright, trade secret, proprietary information right, or other
intellectual property right provided that


 


(1)   the
Company promptly notifies
Contractor in writing of the claim,


 


(2)   Contractor
has sole control of the defense and all related settlement negotiations, and


 


(3)   the
Company provides Contractor with
the assistance, information, and authority reasonably necessary to perform the
above.


 


(m) Contractor shall have
no liability for any claim infringement which is based on:


 


(1)   use
of a superseded or altered release of some or all of the deliverables or any
modification thereof furnished under this Agreement including, but not limited
to, the Company’s failure to use corrections, fixes, or enhancements made
available by Contractor;


 


(2)   the
combination, operation, or use of some or all of the deliverables or any
modification thereof furnished under this Agreement with information, software,
specifications, instructions, data, or materials not furnished by Contractor if
the infringement would have been avoided by not combining, operating, or using
the deliverables or the modification thereof, with such material;


 


(3)   some
or all of the deliverables or the modification thereof, which is based on the
Company’s Material; or


 


(4)   the
Company’s misuse of some or all of the deliverables or any modification thereof
or use of the deliverables otherwise than for the purposes for which they have
been developed or supplied.


 


(n)   If
any of the deliverables is held or is believed by Contractor to infringe,
Contractor shall have the option, at its expense, to:


 


(1)   modify
the deliverables so as to be non-infringing,


 


(2)   obtain
for the Company a license to continue using the deliverables, or


 


(3)   refund
the fees paid.


 


21


















 


8.2                              The
parties agree that no licenses are granted or agreed to be granted, and no
covenant not to assert is given, expressly or by implication or estoppel, by
either party or its affiliates or subsidiaries to the other party, its
affiliates or subsidiaries in respect of any Intellectual Property rights
except as specifically provided in Section 8.1.


 


8.3                              The
Contractor may not transfer an application from one business or Company entity
to another without the written approval of the business or Company entity that
provided the application to Contractor.


 


8.4                              Notwithstanding
anything contained hereinabove, the parties expressly agree that in providing services
or any deliverable under any Task Order, Contractor may utilize pre-existing
proprietary methodologies, tools, software and know-how developed by or owned
by Contractor (“Contractor Materials”). During the course of the project,
Contractor may modify or improve the Contractor Materials, all of which
modifications or improvements will be owned by Contractor. If any Contractor
materials are incorporated into or furnished with a deliverable. Contractor
will notify Company and Contractor will grant company a perpetual, worldwide,
royalty-free, irrevocable and non-exclusive license to (i) use, execute, reproduce,
display, perform, distribute, and prepare derivative works of the Contractor
Materials incorporated into the deliverable, and (ii) authorize or sublicense
third parties to do any of the above. The foregoing shall not in any way
diminish the Contractor’s rights to use or commercialize the Contractor
Materials in connection with any future projects or services. Contractor will
not provide to Company any support of maintenance with respect to any
Contractor Materials beyond the limits of the applicable warranty period unless
otherwise specifically agreed.


 


9                                        WARRANTIES


 


9.1                                 The
Contractor represents, warrants and covenants that:


 


(a)       Any
and all deliverables under this Agreement or any Task Order issued pursuant to
the terms hereof (including, without limitation, development and enhancement
work) will conform to the applicable specifications and will be free from bug,
error and defect;


 


(b)      No
Security devices, program routine, device, code or instructions (including any
code or instructions provided by third parties) or other undisclosed feature,
including, without limitation, a time bomb, virus, software lock, drop-dead
device, malicious logic, worm, Trojan horse or trap door (including year 2000),
that is capable of accessing, modifying, deleting, damaging, disabling,
deactivating, interfering with, or otherwise harming the Software, any
Computers, Networks, data or other electronically stored information, or computer
programs or systems (collectively, “Disabling Procedures”) are incorporated into
the work products. Such representation and warranty applies regardless of
whether such Disabling Procedures are authorized by the Contractor to be
included in the Software. If the Contractor incorporates into the Software
programs or routines supplied by other vendors, licensors, or contractors, the
Contractor shall obtain comparable warranties from such providers, or take
appropriate action to ensure that such programs or routines are free of
Disabling Procedures.


 


Notwithstanding any other limitations in this Agreement, the Contractor
agrees to notify the Company immediately upon discovery of any Disabling
Procedures that are or may be-included in the Software, and, if Disabling
Procedures are discovered or reasonably suspected to be present in the
Software, the Contractor agrees to take action immediately, at its own expense,
to identify and eradicate (or to equip the Company to identify and eradicate)
such Disabling Procedures and carry out any recovery necessary to remedy any
impact of such Disabling Procedures, The Contractor hereby expressly waives and


 


22





















 


disclaims any right or remedy it may have at law or in equity to
de-install, disable or repossess (except as may otherwise be expressly provided
in this Agreement) any Software by means of a Disabling Procedure, in the event
the Company fails to perform any of its obligations under this Agreement.


 


(c)         No
Contractor proprietary statements will be included with any deliverable, except
to the extent mentioned in Section 8.4 hereinabove. The Contractor will
identify in advance and obtain the Company concurrence for any third party or
licensed supplier proprietary code and freely available shareware code, to be
delivered as part of any contracted effort.


 


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


 


9.2                              If
there is any breach or failure to conform to such warranties and such breach or
failure appears within the warranty period and the Company notifies the
supplier of such defect or failure to conform, the supplier shall at its option
either promptly correct any nonconformity or defect, or promptly replace the
defective item with an item free from defect or nonconformity. As appropriate,
defect and non-conformity shall be further defined in specific Task Orders. The
Contractor will provide warranty support at no cost to the Company for all formal
fixed price Task Orders for a period of 90 days from acceptance of software However,
if a specific warranty period is mentioned in any Task Order, that period will
be the applicable warranty period.


 


If, after using its reasonable efforts, the Contractor is unable to
provide the Company with conforming and non-defective items, then the
Contractor will refund to the Company any fees paid for such software as well
as refunding the fees, as prorated, for services. The foregoing provides for
the entire liability of the Contractor for breach of the warranty provided in
Section 9.1 (a) of this Agreement.


 


The warranty provided in Section 9.1 (a) of this Agreement shall not
apply and shall be rendered void in the case of:


 


(a)         use
of a superseded or altered release of some or all of the deliverables or any modification
thereof furnished under this Agreement including, but not limited to, the Company’s
failure to use corrections, fixes, or enhancements made available by Contractor;


 


(b)        the
combination, operation, or use of some or all of the deliverables or any
modification thereof furnished under this Agreement with information, software,
specifications, instructions, data, or materials not approved by Contractor in
writing;


 


(c)         if
the deliverables have been tampered with, altered or modified by the Company or
anybody on its behalf without the written permission of Contractor; or


 


(d)        use
of the deliverables otherwise than in accordance with the relevant
documentation and otherwise than for the purposes for which they have been
developed or supplied.


 


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


 


9.3                              Warranty
work may be defined by mutual agreement to be provided either on site or off
site dependent on the nature of the work being conducted. Contractor’s
obligations under this Section 9 may be waived only by written instruction of
the Company.


 


23





















 


9.4                             If
Contractor breaches Section 9.1.b it shall be liable for any and all damages
caused such breach.


 


10                                 INDEMNITY
AND INSURANCE


 


10.1                     The
parties shall take all necessary precautions to prevent the occurrence of any
injury to persons or property during the performance of work under this
Agreement and shall indemnify the other party against the expense of any and
all claims, demands, suits, or other loss which may result in any way from any
acts or omissions of the Company or Contractor, their agents, employees,
directors, officers or subcontractors, whether on the premises of the Company/Contractor,
a customer of the Company, or otherwise. Parties expressly agree to indemnify
and defend the other party, its employees, directors and officers, against all
claims, demands, suits or other loss which may result in any way from any acts
or omissions of the other party, their agents, employees, directors, officers
or subcontractors. The defaulting party further agrees to pay for all expenses
and costs, excluding attorney fees, associated with aggrieved party’s efforts
to enforce its right to indemnity.


 


10.2                     Without
limiting its liability under this Agreement, the Contractor agrees to maintain
the following insurance coverage and limits with respect to personnel located
at and work performed at the Company’s locations: Workmen’s Compensation and
Employer’s Liability-Statutory; Comprehensive General Liability including
Personal Injury and Property Damage - $1,000,000 combined single limit per
occurrence; Automobile Liability and Physical Damage - Bodily Injury / Property
Damage combined limit $750,000 - or - the minimum prescribed by the Company’s
Corporate Insurance Department per occurrence. Such insurance shall provide that
the Company is an additional insured party, including for acts of the Company’s
negligence that result in personal injury, death or property damage, and that
Contractor’s coverage is primary with respect to other insurance. The
Contractor also agrees to maintain insurance coverage for any equipment
provided to the Contractor by the Company under Section 4.5 of this Agreement.
Such insurance shall cover property damage and theft of such equipment up to
the assessed value of the equipment, as assessed by the Company for purposes of
shipping equipment to the Contractor. A Certificate of Insurance evidencing same
will be issued upon request. All insurance required hereunder shall be carried
by responsible insurance companies satisfactory to the Company and holding the
equivalent of a ‘General Policyholder’s Rating of A’ or better as set forth in
the most recent issue of Best’s Key Rating Guide. The Contractor will
immediately notify the Company if at any time during the term of this Agreement
the Contractor receives notice of cancellation of any insurance policy required
hereunder or in the event of any material changes to any such policy. The
Contractor shall provide medical benefits for the Contractor employees while on
assignment at Company’s locations or elsewhere. The Contractor shall maintain
insurance for work performed in its home jurisdiction that is in accordance
with applicable law and common commercial practice.


 


11                              LIMITATION OF LIABILITY


 


11.1                       Notwithstanding
anything contrary contained in this Agreement the Contractor’s responsibility
for direct liability and immediate damage other than damages caused by
violation of Paragraph 9.1 (b) of this Agreement, however characterized, shall
be limited to an amount equivalent to the fees billed under the Task Order from
which the damages arose. This limit does not apply to the subject matter of
Section 8, or claims for personal injury or death or damage to real estate or
personal property for which the Contractor is legally responsible. Further,
this limit does not apply where the Company, its employees, directors or
officers, incur a liability by reason of any statutory or regulatory
non-compliance by the Contractor.


 


24





















 


11.2                       In
no case shall the Contractor be responsible for any indirect or consequential
damages including loss of profits or claims against the Company by a third
party except as set out in Section 8, and except as may result from a violation
of Paragraph 9.1 (b) of this Agreement.


 


12                              CONFIDENTIALITY


 


12.1                       This
Agreement and everything pertaining to its subject matter shall be treated as
confidential, and shall not be communicated to any third party without the
prior written consent of the Company; provided however, that the Company may
share such information with its parent Company, General Electric Company, and
the subsidiaries and affiliates of its parent Company.


 


12.2                       The
Parties will not disclose to any third party or itself use, except in the
performance of this Agreement, any confidential information which may be made
available to it in connection with its performance of this Agreement, except as
may be specifically authorized in writing by a duly authorized representative
of such party. As used herein, the term “confidential information” means and
includes all information furnished or made available to the either party orally
or in writing pursuant to this Agreement or in connection with a Task Order placed
hereunder. “Confidential information” includes, but is not limited to, personal
data as defined by Article 26 of the European Commission Directive 95/45/EC.
The Contractor acknowledges that breach of confidentiality by any of its
personnel or its sub-contractor personnel will amount to a material breach
under this Agreement and cause to terminate. This includes but is not limited
to Company confidential information that may be shared by personnel who work on
Company Task Orders at a GDC, as well as those who are Contractor personnel but
are not engaged on Company Task Orders within a GDC.


 


12.3                       Any
public communication whether direct or indirect, made by the Contractor,
referencing the Company or it affiliates by name, logo or means that allow
identification of the Company in the public domain, are prohibited except by
obtaining prior written approval by a duly authorized representative of the
Company. Such prohibited public communication includes but is not restricted to
interviews and statements made to the press and media, marketing literature,
use of Company logo on the exterior walls of GDC premises, use of Company logo on
marketing literature and presentations made to third parties and use of Company
name or logo in advertisements and recruitment campaigns.


 


12.4                       Where
provided by the Company, the Contractor will adhere to document classification procedures
restricting circulation.


 


12.5                       Further,
where the Company makes available any confidential or proprietary information regarding
any third party to the Contractor, under authority of such third party, for the
conduct of any specific purpose of work under this Agreement, the Contractor
shall not disclose or use such information beyond what is required for the
aforestated specific purpose of work.


 


12.6                       Notwithstanding
any contrary provision that may be contained herein, any party to this Agreement
(and each employee, representative, or other agent of any such party) may disclose
to any and all persons, without limitation of any kind, the United States
federal income tax treatment and United States federal income tax structure of
the transactions contemplated by this Agreement and all materials of any kind
(including opinions or other tax analyses) that are provided to such party
relating to such tax treatment and tax structure; provided, however, that the
foregoing shall not serve to authorize the disclosure of such information to
the extent such information is subject to restrictions reasonably necessary to comply
with applicable securities laws, and provided, further, that the foregoing
shall not serve to authorize the disclosure of the identity of any party or any
confidential business information of any party to the extent the disclosure of
such identity or information is not


 


25





















 


related to the United States federal income tax treatment and United
States federal income tax structure of the transactions contemplated by this
Agreement or any Task Order issued pursuant to this Agreement. Company and
Contractor acknowledge that they have no knowledge or reason to know that such
disclosure is otherwise limited.


 


13                                  TERMINATION


 


13.1                      Either
party may terminate this Agreement on ninety (90) days prior written notice to
the other party except that any such termination shall be effective as to an
ongoing assignment specified in a Task Order issued under this Agreement only
when the minimum term for such ongoing assignment is completed. It is
understood, however, that the provisions of this Agreement with respect to
proprietary information and inventions, innovation, computer programs, know-how
and techniques as set forth in Section 8 above, as well as restrictions on the
handling and storing of personal and employee data, shall survive any
expiration or termination of this Agreement. If either party terminates this
Agreement pursuant to this Section, the Contractor shall continue to provide
services to the Company for a period of up to six (6) months at the Company’s
discretion. Both parties will use best efforts to ensure smooth and efficient
transition of all work to any new contractor or contractors designated by Company.


 


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


 


13.2                      If
either party terminates this Agreement pursuant to Section 13.1, then promptly
upon the expiry of the ninety (90) day notice period the Contractor will
deliver to the Company all documents, document drafts, work papers, notes, and
charts of any description, including electronic media, furnished or made
available by the Company or produced by the Contractor in the course of work
effort pursuant to this Agreement and retain no copy. The Contractor shall also
return to the Company any equipment it may have received from the Company under
the terms of Section 4.5 of this Agreement. Notwithstanding anything contained herein,
the parties may separately provide in the Task Order for termination of such
Task Order in accordance with terms specifically agreed upon by the parties for
that Task Order.


 


13.3                      Except
for termination based on Section 5.14 to 5.17 of this Agreement, upon
termination, all amounts payable by the Company to the Contractor for services
rendered (including parts thereof) up to the effective date of termination,
shall be paid by the Company.


 


14                                  GOVERNING
LAW


 


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


 


15                                  DISPUTE
RESOLUTION


 


15.1                       Both
Parties acknowledge that the non-breaching party will be irreparably harmed by
any breach of Sections 8 and or 12 of this Agreement and that damages would be
difficult impossible to ascertain and that the non-breaching party will have no
adequate remedy at law. Accordingly, upon any such breach or threatened breach
with respect to Sections 8 and 12 of this Agreement, in addition to any other
rights or remedies at law or other relief to which non-breaching party may be
entitled, and notwithstanding the arbitration clause herein, the non-breaching
party shall be entitled, without the posting of any bond or other security, to
seek an injunction or an order of specific performance or other equitable
relief with respect to such


 


26





















 


breach or threatened breach to protect the non-breaching party’s
rights. All ancillary claims as well as damages shall remain subject to dispute
resolution as described in this section.


 


15.2                       With
the exception of any disputes, controversies and questions directly or
indirectly arising under, out of, in connection with or in relation to Section
8 and or 12 of this Agreement, any dispute, controversy or claim arising out
of, relating to, or in connection with, this Agreement, or the formation,
breach, termination or validity thereof, shall be finally settled by
arbitration. The arbitration shall be conducted in accordance with the Rules of
the London Court of International Arbitration in effect at the time of
arbitration, except as they may be modified herein or by mutual consent of the
parties. The seat of the arbitration shall be London, England, and it shall be
conduced in the English language.


 


Three arbitrators shall conduct the arbitration. The party initiating
arbitration (the “Claimant”) shall appoint an arbitrator in its request for
arbitration (the “Request”). The other party (the “Respondent”) shall appoint
an arbitrator within 30 days of receipt of the Request and shall notify the
Claimant of such appointment in writing. If within 30 days of receipt of the
Request by the Respondent, either party has not appointed an arbitrator, then
that arbitrator shall be appointed by the LCIA Court. The first two arbitrators
appointed in accord with this provision shall appoint a third arbitrator within
30 days after the Respondent has notified Claimant of the appointment of the
Respondent’s arbitrator or, in the event of a failure by a party to appoint,
within 30 days after the LCIA Court has notified the parties and any arbitrator
already appointed of its appointment of an arbitrator on behalf of the party
failing to appoint. When the third arbitrator has accepted the appointment, the
two arbitrators making the appointment shall promptly notify the parties of the
appointment. If the first two arbitrators appointed fail to appoint a third
arbitrator or so to notify the parties within the time period prescribed above,
then the LCIA Court shall appoint the third arbitrator and shall promptly
notify the parties of the appointment. The third arbitrator shall act as Chair
of the tribunal.


 


The arbitral award shall be in writing, state the reasons for the
award, and be final and binding on the parties. The award may include an award
of costs, including reasonable attorneys’ fees and disbursements. Any court
having jurisdiction thereof or having jurisdiction over the relevant party or
its assets, may enter judgment upon the award.


 


15.3                       Section
14.1 of this Agreement determines the governing law of this Agreement,
including for arbitration purposes.


 


15.4                       For
the purposes of section 45 of the Arbitration Act 1996 (UK), the Company and the
Contractor hereby agree to exclude their right to apply to the Court to
determine any question of law.


 


15.5                       For
the purposes of section 69 of the Arbitration Act 1996 (UK), the Company and
the Contractor hereby agree to exclude their right to appeal to the Court on a
question of law.


 


15.6                       The
Company and the Contractor hereby stipulate that this Agreement and the
obligations and relationships resulting here from are commercial and that the
Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New
York Convention”) applies to this Agreement and to any arbitral award or order
resulting from any arbitration conducted hereunder.


 


15.7                       Should
either the Company or the Contractor make application to the Arbitral Tribunal
in accordance with Article 22.1(h) of the LCIA Rules for the joinder in the
arbitration of subcontractors or agents of the Contractor, the Company and the
Contractor hereby consent to such joinder.


 


27





















 


15.8                       The
Contractor shall include in its contracts with its sub-contractors and agents a
provision requiring such persons to consent to any application that may be made
by the Company or the Contractor under Article 22.1(h) of the LCIA Rules to
join such sub-contractors or agents as parties to any arbitration under this
Agreement.


 


16                                  GENERAL


 


Assignment


 


16.1                      Neither
party may assign the rights and obligations of this Agreement to any other
party without the prior written consent of the other party (such consent not to
be unreasonably withheld), except that:


 


(1)         Company
may assign the rights and obligations of this Agreement to another subsidiary of
General Electric Company without obtaining the Contractor’s prior written
consent; and


 


(2)         Contractor
may assign its rights and obligations under this Agreement, without Company’s
prior written consent, to a wholly-owned subsidiary.


 


Offsets


 


16.2                      The
Company reserves the right to credit the value of this Agreement against any
present or future offset or industrial participation requirements incurred by
the Company, General Electric Company or any of its subsidiaries or affiliates,
with any applicable Government or with any applicable company provided such
credit is permissible under the applicable counter trade or offset guidelines
and there is no loss of export earnings benefits to the Contractor. The
Contractor agrees to use its best efforts to assist the Company to secure such
credit.


 


Force Majeure


 


16.3                      Failure
of either party to perform any of the covenants hereunder by reason of acts of
God, strikes, labor disputes, war, transportation delays, or any other reason
beyond its reasonable control shall not constitute a breach of this Agreement.
In the event that any such force majeure event
affects Contractor, Contractor shall allocate available resources to completion
of work under Task Orders already placed pursuant to this Agreement over and
above any of its other commitments.


 


Severability


 


16.4                      If
any one or more of the provisions of this Agreement shall for any reason be
held invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable
provision shall be replaced by a mutually acceptable provision, which being
valid, legal and enforceable, comes closed to the intention of the parties
underlying the invalid, illegal or unenforceable provision.


 


Headings and Language


 


16.5                      Headings
contained in this Agreement are for reference or convenience purposes only and will
not affect the meaning, interpretation or effect of this Agreement. This
Agreement is drawn up in the English language. If it is translated into another
language, the English language text shall in any event prevail.


 


28





















 


Amendments


 


16.6                      The
terms and conditions of this Agreement may not be amended or modified, except
in a writing signed by both parties or in connection with an approved Change
Order. It is expressly agreed that any terms and conditions of Company’s Change
Order shall be superseded by the terms and conditions of this Agreement to the
extent that such terms may be in conflict unless expressly agreed otherwise in
the Change Order.


 


Survival


 


16.7                      Sections
8 and 12 shall survive the expiration or termination of this Agreement, as well
as any other provision of this Agreement, which in accordance with its terms is
intended to survive the termination of this Agreement.


 


Waiver/Non-exercise


 


16.8                      Failure
of either party at any time to exercise a right under, or require performance
of, any provision of this Agreement shall not affect the right to subsequently
exercise that right or require full performance thereof (as the case may be) at
any time thereafter. The waiver by any party of a breach of any provision of
this Agreement shall not be taken or held to be a waiver of any subsequent
breach or as nullifying the effectiveness of such provision.


 


Entire Agreement


 


16.9                      This
Agreement, including all Addenda, Attachments and Exhibits, constitutes the
entire Agreement between the parties and shall supersede all prior offers,
negotiations, exceptions and understandings, whether oral or written, between
the parties hereto relating to the products and services called for hereunder.
If there is any conflict between this Agreement and its Addendums, Attachments,
and Exhibits, the language in this Agreement shall apply. No modification of
any provision of this Agreement shall be binding upon the Company or the
Contractor unless evidenced by a written agreement executed by both parties.
Nothing contained in this Section 16.8 precludes the Company from submitting
Task Orders to the Contractor in accordance with this Agreement


 


16.10                The
Company and Contractor may mutually agree on specific conditions that supersede
the terms and conditions contained in this Agreement for specific Task Orders.
Such conditions will be explicitly stated in those Task Orders and wherever
there is a conflict between this Agreement and such Task Orders, the language
in the Task Order shall apply. The parties agree that signed fax copies or
e-mail signatures (i.e. scanned copies) of all Task Orders issued pursuant to
this Agreement, as well as any approved change requests thereof, shall be binding
and enforceable.


 


29





















 


IN WITNESS WHEREOF, the
parties have executed this Agreement.


 


	
  GENERAL ELECTRIC INTERNATIONAL,

  	
   

  	
  PATNI COMPUTER SYSTEMS, INC 

  
	
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Steven John Morrison

  	
   

  	
   

  	
  By:

  	
    /s/
  Narendra K. Patni

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
    STEVEN
  JOHN MORRISON

  	
   

  	
   

  	
  Name:

  	
    Narendra K. Patni

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
    GDC
  DIRECTOR

  	
   

  	
   

  	
  Title:

  	
    President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date:
  November 12, 2003

  	
   

  	
  Date:
  November 12, 2003

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the
  presence of:

  	
   

  	
  In the
  presence of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ R. Raghavendra
  

  	
   

  	
   

  	
  /s/ Sunil
  Chitale

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
    R.
  RAGHAVENDRA 

  	
   

  	
   

  	
  Name: 

  	
    Sunil Chitale

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
    DIRECTOR
  - GDC OPERATIONS

  	
   

  	
   

  	
  Title:

  	
    General Manager - Software

  	
   

  
														



 


30





















 


Addendum A


 


FEES AND PAYMENT


 


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


 


A1.                          The
Contractor should predominantly engage with the Company through Fixed Price
engagements as defined in Section 2.2 of this Agreement. On a quarterly basis,
Contractor should share with Company their plans of achieving a target of 90%
of Contractor and Company engagements being Fixed Price.


 


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


 


Task Orders 


 


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


 


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


 


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


 


A.5                          Substantial
expected deviations from estimates set out in Task Orders must be communicated
to the Company as soon as they become apparent.


 


A.6                           If
the delay in completion of project is due to Company, then the incremental
charge beyond scoped timeframe would be at the T&M rate defined in the Task
Order for such a situation.


 


Purchase Order


 


A.7                          All
Task Orders must be associated with a Purchase Order, at the time the Company
places such Task Order with the Contractor. The Contractor agrees that the
Company is not obligated to make any payment for services rendered before or
without the placement of a Purchase Order, unless the parties have expressly
agreed otherwise.


 


Competitiveness


 


A.8                             The
Company and the Contractor shall hold meetings once or twice a year (timing
consistent with other meetings) to specifically review the pricing and
productivity improvements the


 


31





















 


Contractor has implemented to ensure the Contractor’s competitive
position in the marketplace and to ensure that the Company’s contract with the
Contractor reflects the Contractor’s competitiveness.


 


Most favored customer pricing


 


A.9                          The
Company expects that all of the pricing terms, warranties and benefits granted
by the Contractor herein are comparable to or better than the equivalent terms
currently being offered by the Contractor to any present similarly placed
customer. If the Contractor, agrees with any other similarly placed customer to
providing greater benefits or more favorable terms, this Agreement shall
thereupon be deemed amended to require Contractor to provide the same to the
Company and the Contractor shall promptly inform the Company of such change.
For the purpose of this clause, the term Customer excludes all customers that
do not receive services materially similar to those offered to the Company.


 


Invoices


 


A.10                    Company
may, in each Task Order, designate the form of invoice to be used by Contractor
under that Task Order. The Contractor agrees that any invoices submitted for
payment to the Company will include the following details, without which the
Company is not obligated to make payment of such invoices. Details required
include but are not limited to associated Company Purchase Order number,
associated Task Order number, detailed breakup of amount to be paid, date by
which payment is due, details of service provided, name of Company official
placing Task Order, details of applicable discount if any.


 


Currency


 


A.11                   To
the extent permitted by applicable law, Company may designate in any Task Order
that payment will be made in the currency of the jurisdiction from which the
Task Order is issued. In such cases, Contractor will bill Company monthly,
converting the US Dollar contract rate to local currency at the rate published
in Financial Times of London on the last Tuesday of the month in which work is
performed. In all other cases, Contractor will bill and Company will remit
payment in US Dollars.


 


The Company can negotiate a Fixed Price Contract with the Contractor in
any currency depending on the jurisdiction from which the Task Order is issued.


 


A.12                     All
Contractor invoices shall be delivered to Company within 15 days of the Invoice
Date, and must clearly identify the Task Order, Purchase Order, or other
Company authorization to which it applies. The Company will not pay invoices
older than 180 days unless a documented dispute proceeding is ongoing.


 


A. 13                 All
quotations in response to requests for proposals to perform Task Orders issued
pursuant to this Agreement shall specify whether and which taxes, if any, are
excluded from the quoted price, and the amount of such taxes. No taxes other
than sales, use, consumption, service or other similar taxes and levies may be
included in any price quotation responding to a request for proposal to perform
a Task Order. Under no circumstances shall income taxes or similar taxes
payable on the income of the Contract or its personnel be included in any
quoted price.


 


32





















 


Addendum B


 


Standard Contractual Clauses for to be
Incorporated when Adherence to Article 26(2) of the

European Commission Directive 95/46/EC is Required


 


The following clauses are to be incorporated into all Task Orders
issued pursuant to this Agreement where adherence to Article 26(2) of the
European Commission Directive 95/46/EC is required.


 


For the purposes of Article 26(2) of Directive 95/46/EC for the
transfer of personal data to processors established in third countries which do
not ensure an adequate level of data protection


 


Name of the Data
Exporting Organization [Name of Company or Company Affiliate] 


 


	
  Address

  
	
   

  
	
  tel

  	
  ;  fax:

  	
  ;  e-mail:

  



 


Other information
needed to identify the organization 


 


 


Above named organization shall hereby be
known as “the
Data Exporter” 


 


and


 


Name of the Data
Importing Organization [Name of Contractor]


 


	
  Address

  
	
   

  
	
  tel

  	
  ;  fax:

  	
  ;  e-mail:

  



 


Other information
needed to identify the organization


 


 


Above named organization shall hereby be
known as “the Data Importer”


 


HAVE AGREED on the
following contractual clauses (‘the Clauses’)
in order to adduce
adequate safeguards with respect to the protection of privacy and fundamental
rights and freedoms of individuals for the transfer by the Data Exporter to the
Data Importer of the personal data specified in Appendix 1 of Article 26(2) of
Directive 95/46/EC.


 


33





















 


Clause 1 


 


Definitions


 


For the purposes of the Clauses:


 


(a)                              “personal data”,
“special categories of data”, “process/processing”, “controller”, “processor”, “Data Subject” and
“Supervisory Authority”
shall have the same meaning as in Directive 95/46/EC of the European
Parliament and of the Council of 24 October 1995 on the protection of
individuals with regard to the processing of personal data and on the free movement
of such data (“the Directive”)(1);


 


(b)                               “the
Data Exporter” shall mean the Controller who transfers
the Personal Data;


 


(c)                              “the
Data Importer” shall mean the processor who agrees to
receive from the Data Exporter personal data intended for processing on his
behalf after the transfer in accordance with his instructions and the terms of
these Clauses and who is not subject to a third country’s system ensuring
adequate protection;


 


(d)                             “the
Applicable Data Protection Law” shall
mean the legislation protecting the fundamental rights and freedoms of natural
persons and, in particular, their right to privacy with respect to the
processing of personal data applicable to a Data Controller in the Member State
in which the Data Exporter is established;


 


(e)                              “technical and organizational security measures ” shall mean
those measures aimed at protecting personal data against accidental or unlawful
destruction or accidental loss, alteration, unauthorised disclosure or access,
in particular where the processing involves the transmission of data over a
network, and against all other unlawful forms of processing.


 


Clause 2 


 


Details of the transfer


 


The details of the transfer and in particular the special categories of
personal data where applicable are specified in Appendix 1 which forms an integral
part of the Clauses.


 


Clause 3 


 


Third-party beneficiary clause


 


The Data Subject can enforce against the Data Exporter this Clause,
Clause 4 (b) to (h), Clause 5 (a) to (e), and (g), Clause 6 (1) and (2), Clause
7, Clause 8 (2), and Clauses 9, 10 and 11, as third-party beneficiaries.


The Data Subject can enforce against the Data Importer this Clause,
Clause 5 (a) to (e) and (g), Clause 6 (1) and (2), Clause 7, Clause 8 (2), and
Clauses 9,10 and 11, in cases where the Data Exporter has factually disappeared
or has ceased to exist in law.


The parties do not object to a Data Subject being represented by an
association or other body if the Data Subject so expressly wishes and if
permitted by national law.


 


Clause 4


 


Obligations of the Data Exporter


 


The Data
Exporter agrees and warrants:


 


(a)                              that
the processing, including the transfer itself, of the personal data has been
and will continue to be carried out in accordance with the relevant provisions
of the applicable data protection law (and, where applicable, has been notified
to the relevant Authorities of the


 










(1)                                  Parties
may reproduce Directive 95/46/EC’s definitions and meanings within this clause
if they considered it better for the contract to stand-alone.


 


34





















 


Member State where the Data Exporter is established) and does not
violate the relevant provisions of that State;


 


(b)                             that
he has instructed and throughout the duration of the personal data processing
services will instruct the Data Importer to process the personal data
transferred only on the Data Exporter’s behalf and in accordance with the
applicable data protection law and these clauses;


 


(c)                              that
the Data Importer shall provide sufficient guarantees in respect of the
technical and organizational security measures specified in Appendix 2 to this
contract;


 


(d)                             that
after assessment of the requirements of the applicable data protection law, the
security measures are appropriate to protect personal data against accidental
or unlawful destruction or accidental loss, alteration, unauthorized disclosure
or access, in particular where the processing involves the transmission of data
over a network, and against all other unlawful forms of processing, and that
these measures ensure a level of security appropriate to the risks presented by
the processing and the nature of the data to be protected having regard to the state
of the art and the cost of their implementation;


 


(e)                              that
he will ensure compliance with the security measures;


 


(f)                                that,
if the transfer involves special categories of Data, the Data Subject has been
informed or will be informed before, or as soon as possible after, the transfer
that his data could be transmitted to a third country not providing adequate
protection;


 


(g)                             that
he agrees to forward the notification received from the Data Importer pursuant
to Clause 5(b) to the Data Protection Supervisory Authority if he decides to
continue the transfer or to lift his suspension;


 


(h)                             to
make available to the Data Subjects upon request a copy of the Clauses set out
in this Annex, with the exception of Appendix 2 which shall be replaced by a
summary description of the security measures.


 


35





















 


Clause 5


 


Obligations of the Data Importer(2)


 


The Data Importer agrees and warrants:


 


(a)                              to
process the Personal Data only on behalf of the Data Exporter and in compliance
with his instructions and the clauses; if he cannot provide such compliance for
whatever reasons, he agrees to inform promptly the Data Exporter of his
inability to comply, in which case the Data Exporter is entitled to suspend the
transfer of data and/or terminate the contract;


 


(b)                             that
he has no reason to believe that the legislation applicable to him prevents him
from fulfilling the instructions received from the Data Exporter and his obligations
under the contract and that in the event of a change in this legislation which
is likely to have a substantial adverse effect on the warranties and
obligations provided by the Clauses, he will promptly notify the change to the
Data Exporter as soon as he is aware, in which case the Data Exporter is
entitled to suspend the transfer of data and/or terminate the contract;


 


(c)                              that
he has implemented the technical and Organizational security measures specified
in Appendix 2 before processing the personal data transferred;


 


(d)                                 that
he shall promptly notify the Data Exporter about:


 


(i)                         any
legally binding request for disclosure of the personal data by a law
enforcement authority unless otherwise prohibited, such as a prohibition under
criminal law to preserve the confidentiality of a law enforcement
investigation;


 


(ii)                      any
accidental or unauthorised access; and


 


(iii)                   any
request received directly from the data subjects without responding to that
request, unless he has been otherwise authorised to do so.


 


(e)                              to
deal promptly and properly with all inquiries from the Data Exporter relating
to his processing of the Personal Data subject to the transfer and to abide by
the advice of the Supervisory Authority with regard to the processing of the
data transferred;


 


(f)                                at
the request of the Data Exporter to submit his data processing facilities for
audit of the processing activities covered by the clauses which shall be
carried out by the Data Exporter or an inspection body composed of independent
members and in possession of the required professional qualifications bound by
a duty of confidentiality, selected by the Data Exporter, where applicable, in
agreement with the Supervisory Authority;


 


(g)                             to
make available to the Data Subject upon request a copy of the Clauses set out
in this Annex, with the exception of Appendix 2 which shall be replaced by a
summary description of the security measures in those cases where the Data
Subject is unable to obtain a copy from the Data Exporter.


 


Clause 6 


 


Liability


 










(2)                             Mandatory
requirements of the national legislation applicable to the Data Importer which
do not go beyond what is necessary in a democratic society on the basis of one
of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if
they constitute a necessary measure to safeguard national security, defence,
public security, the prevention, investigation, detection and prosecution of
criminal offences or of breaches of ethics for the regulated professions, an
important economic or financial interest of the State or the protection of the
data subject or the rights and freedoms of others, are not in contradiction
with the standard contractual clauses. Some examples of such mandatory requirements
which do not go beyond what is necessary in a democratic society are, inter
alia, internationally recognised sanctions, tax-reporting requirements or
anti-money-laundering reporting requirements.


 


36





















 


1.                                   The
parties agree that a Data Subject who has suffered damage as a result of any
violation of the provisions referred to in Clause 3 is entitled to receive
compensation from the Data Exporter for the damage suffered.


 


2.                                   If
a Data Subject is not able to bring the action referred to in paragraph 1
arising out of a breach by the Data Importer of any of his obligations referred
to in Clause 3 against the Data Exporter because the Data Exporter has
disappeared factually or has ceased to exist in law or became insolvent, the
Data Importer agrees that the Data Subject may issue a claim against the Data
Importer as if he were the Data Exporter.


 


3.                                   The
parties agree that if one party is held liable for a violation of the clauses
committed by the other party, the letter will, to the extent to which it is
liable, indemnify the first party for any cost, charge, damages, expenses or
loss it has incurred.


 


Indemnification
is contingent upon:


 


(a)                                the
Data Exporter promptly notifying the Data Importer of a claim; and


 


(b)                                 the
Data Importer being given the possibility to cooperate with the Data Exporter
in the defence and settlement of the claim(3).


 


Clause 7


 


Mediation and Jurisdiction


 


1.                                   The
Data Importer agrees that if the Data Subject invokes against him third-party beneficiary
rights and/or claims compensation for damages under the clauses, the Data
Importer will accept the decision of the Data Subject:


 


(a)                                  to
refer the dispute to mediation, by an independent person or, where applicable,
by the Supervisory Authority;


 


(b)                                 to
refer the dispute to the courts in the Member State in which the Data Exporter
is established.


 


2.                                   The
Data Importer agrees that, by agreement with the Data Subject, the resolution of
a specific dispute can be referred to an arbitration body if the Data Importer
is established in a country that has ratified the New York Convention on enforcement
of arbitration awards.


 


3.                                   The
parties agree that the choice made by the Data Subject will not prejudice his substantive
or procedural rights to seek remedies in accordance with other provisions of
national or international law.


 


Clause 8


 


Cooperation with Supervisory Authorities


 


1.                                       The
Data Exporter agrees to deposit a copy of this contract with the Supervisory
Authority if it so requests or if such deposit is required under the applicable
data protection law.


 


2.                                       The
parties agree that the Supervisory Authority has the right to conduct an audit of
the Data Importer which has the same scope and is subject to the same conditions
as would apply to an audit of the Data Exporter under the applicable data
protection law.


 


Clause 9


 


Governing Law


 


The Clauses shall be governed
by the law of the Member State in which the Data Exporter is established,
namely [Enter name of European Union Country]


 










(3)                                  Paragraph
3 is optional.


 


37





















 


Clause 10


 


Variation of the contract


 


The parties undertake not to
vary or modify the terms of the Clauses.


 


Clause 11


 


Obligation after the termination of Personal
Data Processing Services


 


1.               The parties agree
that on the termination of the provision of Data Processing Services, the Data
importer shall, at the choice of the Data Exporter, return all the personal
data transferred and the copies thereof to the Data Exporter or shall destroy
all the personal data and certify to the Data Exporter that he has done so,
unless legislation imposed upon the Data Importer prevents him from returning
or destroying all or part of the personal data transferred. In that case, the
Data Importer warrants that he will guarantee the confidentiality of the
personal data transferred and will not actively process the personal data
transferred anymore.


 


2.               The Data Importer
warrants that upon request of the Data Exporter and/or of the Supervisory
Authority, he will submit his data processing facilities for an audit of the
measures referred to in paragraph 1.


 


On
behalf of the Data Exporter:


 


	
  Name
  (written out in full):

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Other
  information necessary in order for the contract to be binding (if any):

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  
	
  (stamp of Organization)

  
							



 


On
behalf of the Data Importer:


	
  Name
  (written out in full):

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Other
  information necessary in order for the contract to be binding (if any):

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  
	
  (stamp of Organization)

  
							



 


38





















 


APPENDIX 1 to the Standard Contractual
clauses


 


This appendix forms part of the Clauses and
must be completed and signed by the parties (*The Member States may complete or
specify, according to their national procedures, any additional necessary
information to be contained in this Appendix)


 


Data Exporter


The Data Exporter is (please specify
briefly your activities relevant to the transfer):


 


 


Data Importer


The Data Importer is (please specify
briefly your activities relevant to the transfer):


 


 


Data Subjects


The personal data transferred concern the following categories of Data
Subjects (please specify):


 


 


Categories of data


The personal data transferred concern the following categories of data (please specify):


 


 


Special Categories
of data (if appropriate)


The personal data transferred concern the following special categories
of data (please specify):


 


 


Processing
Operations


The personal data transferred will be subject to the following basic
processing activities (please specify):


 


 


	
  DATA EXPORTER

  	
  DATA IMPORTER

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
   

  
						



 


39





















 


APPENDIX 2 to the Standard Contractual
Clauses


 


This appendix forms part of the Clauses and must be completed and
signed by the parties


Description of
the technical and Organizational security measures implemented by the Data
Importer in accordance with Clauses 4(d) and 5(c) (or document/legislation
attached:


 


 


40





















 


Addendum C


 


Secrecy and Inventions Agreement


 


All Contractor
personnel who are assigned to perform works and tasks for the Company should
sign the following Agreement.


 


Dear                                    :


 


You have been
assigned by                                                to
perform contract services in the
                                                              
area of the General Electric International, Inc. (GEII) offshore development
center. As a condition of your undertaking to perform contract service work for
GEII, its parent company, General Electric Company, or a subsidiary or
affiliate thereof (as the case may be) (GE), it is necessary for you to agree
to hold information which you learn about GE during the course of this work in
confidence, and further to provide that the results of your work will be owned
by GE.


 


This Agreement
is for the benefit of, and has been reviewed and approved by GE.


 


1.               Conflict
of Interest. You warrant that your work with GE will not in any way
conflict with any continuing interests or obligations you may have to prior
places of employment. Your further warrant that, during your assignment to GE,
you will refrain from any other activities which would present a conflict of
interest with your work on behalf of GE.


 


2.               Secrecy.
You agree to hold in confidence all proprietary information which you obtain from
or develop for GE, and you agree not to use on your own behalf or on behalf of others,
or disclose to others, at any time during or after termination of this
Agreement, such information without the prior written consent of GE. You also
agree that you will not knowingly disclose to GE any information that is known
to be secret, confidential, or proprietary to any other person or firm.


 


3.               Inventions
You agree that any inventions, suggestions, ideas, innovations, or reports made
or conceived by you as a result of the services performed hereunder, shall be promptly
disclosed to, and shall be the sole property of, GE. You will cooperate with GE
in obtaining patents on any such inventions and shall execute any documents
tendered by GE to convey or perfect ownership in such inventions. You will
assist GE, at its expense, in any manner that GE deems necessary to obtain,
maintain, or sustain such patents. Should any such inventions, suggestions,
ideas, or reports be the results of combined efforts with, or the invention of,
any person or persons, other than yourself, you will so inform GE at the time
of submission thereof. Your obligations hereunder shall survive termination of
this Agreement.


 


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


 


5.               Employer-employee
Relationship  In furnishing services pursuant to this Agreement, you
will at all times be acting as an employee of.                                                     As


 


41





















 


such, you will not be an employee of GE and will not be reason of this
Agreement of your services performed hereunder be entitled to participate in or
receive any benefit or right under any of its employee benefit or welfare
plans, including, without limitation, employee insurance, pension, savings and
stock bonus, and savings and security plans.


 


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


 


	
  Very truly
  yours,

  	
   

  
	
   

  	
   

  
	
  Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


42