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 MOA 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 MOA 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 MOA 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 MOA.]
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 term, the parties may agree to increase the number of FTEs
providing the Services under the