term, the parties may agree to increase the number of FTEs providing
the Services under the PSA, 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 ARMOA.]
(B)
[TO THE EXTENT THE FEE STRUCTURE IS SUBJECT
TO REGULATION AND THE APPLICABLE REQUIREMENTS ARE NOT ADDRESSED IN THE ARMOA,
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 ARMOA 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
ARMOA 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 ARMOA.]
(8)
INTELLECTUAL PROPERTY
(A)
[UNDER SECTION 1.02 OF EXHIBIT I TO THE
ARMOA, 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 ARMOA
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 ARMOA 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 ARMOA
STATES THAT PROVIDER WILL HAVE NO LICENSE TO ANY CUSTOMER LICENSED TECHNOLOGY
FOLLOWING THE TERMINATION OF THE ARMOA OR ANY RELATED PSA, UNLESS THE ARMOA OR
PSA PROVIDES OTHERWISE.
THEREFORE,