PSA may increase during the term of the PSA.
In case the volume
increases during the 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.]
[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].
C-2
REGULATORY MATTERS.
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.
[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 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.
REMEDIES.
[INSERT ADDITIONAL REMEDIES, IF ANY, AGREED TO BY THE PARTIES.
SEE
SECTION 4.4 OF THE ARMOA.]
INTELLECTUAL PROPERTY
[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.]
[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.]
[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