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 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 PSA,