including, but not limited to, a description of the
conditions under which the parties may terminate this PSA, confidentiality
requirements, contractual remedies, limitations on assignment and
subcontracting, indemnification rights, intellectual property rules, limitation
of liability, particular representations and warranties made by the parties, and
jurisdictional issues.
The PSA shall be governed by the terms and conditions
stated in the ARMOA.
The provisions of this PSA set forth below describe the term of this PSA, the
Services to be performed, performance standards, if any, fees that may be
charged, regulatory rules applicable to the Services, and other particulars not
otherwise described in the ARMOA.
In the event of any conflict between the provisions of the ARMOA and this PSA,
the ARMOA shall control.
The parties to this PSA may deviate from any terms and
conditions of the ARMOA, only to the extent that the ARMOA permits such
deviation. Otherwise, such deviations are not permissible.
TERM.
THIS PSA SHALL COMMENCE ON THE EXECUTION DATE OF THIS PSA AND
SHALL
CONTINUE FOR SO LONG AS THE ARMOA IS EFFECTIVE.
[THE PSA SHOULD RUN
CONCURRENTLY WITH THE ARMOA UNLESS THE PARTIES AGREE OTHERWISE.]
DESCRIPTION OF SERVICES.
THE SERVICES TO BE PERFORMED BY PROVIDER ARE DESCRIBED BELOW AND IN EXHIBIT A TO
THIS PSA (THE "SERVICES").
THE SERVICES WILL BE PERFORMED WITH THE OVERSIGHT OF
AND IN CONJUNCTION WITH THE OFFICES OF CUSTOMER LOCATED IN THE UNITED STATES OF
AMERICA.
SERVICES GENERALLY SHALL BE PERFORMED BY PROVIDER AT CERTAIN TIMES OF THE DAY TO
PROVIDE FOR REASONABLE OVERLAP OF COMMON WORKING HOURS BETWEEN PROVIDER AND
CUSTOMER.
[TO THE EXTENT CUSTOMER REQUIRES SPECIFIC BACK-UP REQUIREMENTS FOR RECORDS
CONSTITUTING CUSTOMER'S BOOKS OF ACCOUNT, SUCH REQUIREMENTS SHOULD BE INSERTED
IN THIS SECTION 3, OR IF SUCH REQUIREMENTS ARE REGULATORY IN NATURE, IN SECTION
6 BELOW.
THE INCLUSION OF SPECIFIC BACK-UP REQUIREMENTS MAY INCREASE THE
BASELINE CHARGES FOR THE SERVICES.]
PERFORMANCE STANDARDS.
PROVIDER SHALL PERFORM THE SERVICES IN CONFORMANCE WITH CUSTOMER'S GUIDELINES
AND PROCEDURES FOR THE SERVICES AS AGREED TO BY THE PARTIES AND ATTACHED AS
SCHEDULE
.
[SECTION 4.1 OF THE ARMOA CONTEMPLATES THE INSERTION OF PERFORMANCE STANDARDS,
IF ANY, FOR THE SERVICES.
INSERT ANY ADDITIONAL PERFORMANCE STANDARDS
APPLICABLE TO THIS PSA AS NEW SUBSECTIONS OF THIS SECTION 4 OR AS A NEW SCHEDULE
TO THIS PSA.]
[SECTION 4.2 OF THE ARMOA CONTEMPLATES MEASURING THE PERFORMANCE STANDARDS
MONTHLY, BUT ALLOWS FOR DEVIATIONS.
IF DIFFERENT MEASUREMENT PERIODS ARE
DESIRED, SUCH SHOULD BE INSERTED IN THIS SECTION 4.]
FEES.
CUSTOMER AGREES TO PAY THE FOLLOWING BASELINE CHARGES TO PROVIDER FOR
PERFORMANCE OF THE SERVICES:
[INSERT FTE RATE].
[PLEASE NOTE THAT EXHIBIT A TO
THE ARMOA REQUIRES BASELINE CHARGES FOR NEW PSAS TO BE DEFINED IN EACH PSA.
THE
BASELINE CHARGES MUST BE AN FTE RATE TO AVOID PROBLEMS WITH THE PRICING
ADJUSTMENT, VOLUME REDUCTION AND NON-COMPETE PROVISIONS OF THE ARMOA.]
At the time of execution of the PSA, the parties expect that
no. of FTEs
will be required to complete the Services.
The volume of services required
under this