provided that such number will not exceed
.
[Insert the maximum cap of FTE here. The number of FTEs may be changed outside
this range in accordance with the Change Control Procedure in Section 19.0 of
the MOA.]
(B)
[TO THE EXTENT THE FEE STRUCTURE IS
SUBJECT TO REGULATION AND THE APPLICABLE REQUIREMENTS ARE NOT ADDRESSED IN THE
MOA, INCLUDE SUCH REQUIREMENTS HERE.
FOR INSTANCE, CERTAIN EXISTING PSAS
REQUIRE PROVIDER TO SATISFY CERTAIN EXPENSE AND COST ALLOCATION REQUIREMENTS,
SUCH AS NEW YORK INSURANCE DEPARTMENT REGULATION NO. 33].
(6)
REGULATORY MATTERS.
(A)
PROVIDER SHALL (I) ASSIST AND
COOPERATE WITH CUSTOMER WITH RESPECT TO ANY REGULATORY EXAMINATION OR
INVESTIGATION OF CUSTOMER OR LEGAL PROCEEDING INVOLVING CUSTOMER, (II) MAKE
AVAILABLE PERSONNEL WITH DETAILED KNOWLEDGE OF THE SERVICES TO MEET WITH
CUSTOMER OR ANY REGULATORY AGENCY WITH JURISDICTION OVER CUSTOMER AT SUCH PLACE
AS MAY BE REQUESTED BY CUSTOMER OR SUCH REGULATORY AGENCY, AND (III) EMPLOY A
COMPLIANCE OFFICER TO MONITOR THE PERFORMANCE OF THE SERVICES.
(B)
[SECTION 4.3 OF THE MOA REQUIRES
PROVIDER TO PERFORM THE SERVICES IN COMPLIANCE WITH ALL APPLICABLE LAWS, STOCK
EXCHANGE RULES OR GENERALLY ACCEPTED, STATUTORY OR REGULATORY ACCOUNTING OR
ACTUARIAL PRINCIPLES SPECIFIED IN A PSA.
THEREFORE, ANY SPECIFIC RULES THAT
CUSTOMER MUST REQUIRE PROVIDER TO
C-3
COMPLY WITH IN PERFORMING THE SERVICES SHOULD BE SET FORTH IN THIS SECTION 6.
FOR INSTANCE, AN EXISTING PSA REQUIRES THAT: "CUSTOMER RECORDS MUST BE
MAINTAINED BY PROVIDER AND CUSTOMER IN ACCORDANCE WITH APPLICABLE LAWS AND
REGULATIONS INCLUDING, BUT NOT LIMITED TO, NEW YORK INSURANCE DEPARTMENT
REGULATION NO. 152 (11 NYCRR PART 243)." HOWEVER, PLEASE REVIEW EXHIBIT B TO THE
MOA TO ENSURE THE SPECIFIC RULES HAVE NOT ALREADY BEEN INCLUDED THERE.] CUSTOMER
SHALL HAVE THE RESPONSIBILITY TO INFORM THE PROVIDER ABOUT SPECIFIC COMPLIANCE
AND/ OR REGULATORY REQUIREMENTS THAT THE PROVIDER NEEDS TO COMPLY WITH AND
PROVIDE REGULAR UPDATES AND TRAINING REGARDING THE SAME.
(7)
REMEDIES.
[INSERT ADDITIONAL REMEDIES, IF ANY,
AGREED TO BY THE PARTIES.
SEE SECTION 4.4 OF THE MOA.]
(8)
INTELLECTUAL PROPERTY
(A)
[UNDER SECTION 1.02 OF EXHIBIT I TO
THE MOA, ALL TECHNOLOGY AND INTELLECTUAL PROPERTY DEVELOPED JOINTLY BY THE
PARTIES WILL BE OWNED BY PROVIDER.
HOWEVER, THE PARTIES MAY AGREE OTHERWISE IN
A PSA.
THEREFORE, ANY DEVIATIONS FROM THIS RULE SHOULD BE SPECIFIED IN THIS
SECTION 8.]
(B)
[SCHEDULE I-1 OF EXHIBIT I TO THE MOA
CONTAINS A LIST OF TECHNOLOGY AND INTELLECTUAL PROPERTY WHICH MAY NOT BE
SUBLICENSED, ASSIGNED OR OTHERWISE PROVIDED TO A THIRD PARTY BY CUSTOMER WITHOUT
THE WRITTEN CONSENT OF GENERAL ELECTRIC COMPANY.
SECTION 2.01(E) OF EXHIBIT I
TO THE MOA ALLOWS THE PARTIES TO ADD ADDITIONAL INTELLECTUAL PROPERTY TO THIS
LIST FOR A PARTICULAR PSA.]
(C)
[SECTION 2.02(E) OF EXHIBIT I TO THE
MOA STATES THAT PROVIDER WILL HAVE NO LICENSE TO ANY CUSTOMER LICENSED
TECHNOLOGY FOLLOWING THE TERMINATION OF THE MOA OR ANY RELATED PSA, UNLESS THE
MOA OR PSA PROVIDES OTHERWISE.
THEREFORE, TO THE EXTENT THE PARTIES DESIRE THAT
PROVIDER CONTINUE TO LICENSE CERTAIN CUSTOMER LICENSED TECHNOLOGY AFTER
TERMINATION,