THE SERVICES IN COMPLIANCE
WITH ALL APPLICABLE LAWS, STOCK EXCHANGE RULES OR GENERALLY ACCEPTED, STATUTORY
OR REGULATORY ACCOUNTING
8
or actuarial principle specified in any PSA or otherwise by CUSTOMER, in each
case as applicable to the business processes of CUSTOMER performed by PROVIDER
as part of the Services, just as if CUSTOMER performed the Services itself.
PROVIDER shall notify CUSTOMER whenever changes in the Services or Performance
Standards are necessary to comply with applicable Indian Laws. It is understood
that any reference in the PSAs to standards, policies and procedures established
by General Electric Company or its Affiliates, is deemed to include any
replacement standards, policies and procedures established by CUSTOMER or any
member of the Genworth Group, and communicated to PROVIDER, provided, that GECIS
shall be entitled to recover its cost of complying with such standards, policies
and procedures as part of the Charges for the Services established pursuant to
Section 2 and Exhibit F.
4.4
ADDITIONAL REMEDIES.
IN ADDITION TO ALL OTHER REMEDIES AVAILABLE
UNDER THIS AGREEMENT, ANY PSA OR AT LAW, CUSTOMER MAY TAKE ONE OR MORE OF THE
FOLLOWING ACTIONS IN THE EVENT OF PROVIDER'S FAILURE TO COMPLY WITH THE
PERFORMANCE STANDARDS, PROVIDED, THAT CUSTOMER MAY NOT EXERCISE ANY OF THESE
REMEDIES IF THE FAILURE IN PERFORMANCE IS CAUSED BY INACCURATE OR INCOMPLETE
DATA OR INFORMATION PROVIDED BY CUSTOMER:
(A)
REQUIRE TRAINING OF ALL PROVIDER EMPLOYEES INVOLVED IN PERFORMING
THE AFFECTED SERVICES, THE LENGTH AND NATURE OF SUCH TRAINING TO BE MUTUALLY
AGREED UPON BY PROVIDER AND CUSTOMER;
(B)
CAUSE THE PROVIDER TO CORRECT ANY DEFICIENT SERVICES AT NO CHARGE
OR FEE TO CUSTOMER; OR
(C)
DIRECT PROVIDER TO ASSIGN ADDITIONAL EMPLOYEES TO PERFORM THE
SERVICES, WHICH INSTRUCTION PROVIDER AGREES TO FOLLOW.
5.0
RECORD KEEPING AND AUDITS.
5.1
GENERALLY.
PROVIDER WILL KEEP APPROPRIATE RECORDS OF TIME AND
COSTS RELATED TO THE SERVICES, AS REQUIRED BY LAW OR AS REASONABLY REQUESTED BY
CUSTOMER.
PROVIDER SHALL MAINTAIN A COMPLETE AUDIT TRAIL FOR ALL FINANCIAL AND
NON-FINANCIAL TRANSACTIONS RESULTING FROM OR ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE PSAS IN SUCH MANNER AS IS REQUIRED UNDER THE GENWORTH RECORDS
MANAGEMENT POLICIES AND INDIAN AND UNITED STATES GAAP.
PROVIDER WILL MAINTAIN
SUCH AUDIT TRAIL FOR SUCH PERIODS OF TIME AS MAY BE SPECIFIED IN THE GENWORTH
RECORDS MANAGEMENT POLICIES OR, IF NO SUCH PERIOD IS SPECIFIED, FOR SUCH PERIOD
AS THE PARTIES MAY AGREE UPON.
PROVIDER SHALL PROVIDE TO CUSTOMER, ITS AUDITORS
(INCLUDING INTERNAL AUDIT STAFF AND EXTERNAL AUDITORS), INSPECTORS, REGULATORS,
CUSTOMERS AND OTHER REPRESENTATIVES AS CUSTOMER MAY FROM TIME TO TIME DESIGNATE
IN WRITING, ACCESS AT ALL REASONABLE TIMES TO ANY FACILITY OR PART OF A FACILITY
AT WHICH EITHER PROVIDER OR ANY OF ITS PERMITTED SUBCONTRACTORS IS PROVIDING THE
SERVICES, TO PROVIDER PERSONNEL, TO PROVIDER'S SYSTEMS, POLICIES AND PROCEDURES
RELATING TO THE SERVICES, AND TO DATA AND RECORDS RELATING TO THE SERVICES FOR
THE PURPOSE OF PERFORMING AUDITS AND INSPECTIONS OF EITHER PROVIDER OR ANY OF
ITS SUBCONTRACTORS WITH RESPECT TO (I) ANY ASPECT OF