PARTIES AGREE OTHERWISE.]
(3)
DESCRIPTION OF SERVICES.
(A)
THE SERVICES TO BE PERFORMED BY PROVIDER
ARE DESCRIBED BELOW AND IN EXHIBIT A TO THIS PSA (THE "SERVICES").
THE SERVICES
WILL BE PERFORMED WITH THE OVERSIGHT OF AND IN CONJUNCTION WITH THE OFFICES OF
CUSTOMER LOCATED IN THE UNITED STATES OF AMERICA.
(B)
SERVICES GENERALLY SHALL BE PERFORMED BY
PROVIDER AT CERTAIN TIMES OF THE DAY TO PROVIDE FOR REASONABLE OVERLAP OF COMMON
WORKING HOURS BETWEEN PROVIDER AND CUSTOMER.
(C)
[TO THE EXTENT CUSTOMER REQUIRES SPECIFIC
BACK-UP REQUIREMENTS FOR RECORDS CONSTITUTING CUSTOMER'S BOOKS OF ACCOUNT, SUCH
REQUIREMENTS SHOULD BE INSERTED IN THIS SECTION 3, OR IF SUCH REQUIREMENTS ARE
REGULATORY IN NATURE, IN SECTION 6 BELOW.
THE INCLUSION OF SPECIFIC BACK-UP
REQUIREMENTS MAY INCREASE THE BASELINE CHARGES FOR THE SERVICES.]
(d)
[If the parties contemplate executing a
Description of Services document under the PSA, then the following addition
should be made:
PROVIDER shall prepare, subject to CUSTOMER'S approval, a description of the
specific tasks to be performed ("Description of Services"), including details
regarding the name or title of the CUSTOMER's US-based project or process owner,
the number and qualification of PROVIDER personnel who will perform the task,
the fees payable in connection with the Description of Services and the
metrics-tracking method for each task, including key performance indicators. A
template of the Description of Services is attached hereto as Exhibit B ("DOS
Template").
CUSTOMER may also permit an affiliate to receive Services under the
PSA and DOS by causing an affiliate to execute one or more Description of
Services in the form or substantially in the form of the DOS Template.
Thus,
for purposes of this PSA, any CUSTOMER affiliate which executes a PSA shall be
considered a CUSTOMER.]
(4)
PERFORMANCE STANDARDS.
(A)
PROVIDER SHALL PERFORM THE SERVICES IN
CONFORMANCE WITH CUSTOMER'S GUIDELINES AND PROCEDURES FOR THE SERVICES AS AGREED
TO BY THE PARTIES AND ATTACHED AS SCHEDULE
.
(B)
[SECTION 4.1 OF THE 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.]
(C)
[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.]
C-2
(5)
FEES.
(A)
CUSTOMER AGREES TO PAY THE FOLLOWING
BASELINE CHARGES TO PROVIDER FOR PERFORMANCE OF THE SERVICES:
[INSERT FTE
RATE].
[PLEASE NOTE THAT EXHIBIT A TO THE 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 PSA may increase during the term of the PSA.
In case the volume increases
during the