SHALL PERFORM THE
SERVICES IN COMPLIANCE WITH ALL APPLICABLE LAWS, STOCK EXCHANGE RULES OR
GENERALLY ACCEPTED, STATUTORY OR REGULATORY ACCOUNTING
8
or actuarial principle specified in any PSA or otherwise by CUSTOMER, in each
case as applicable to the business processes of CUSTOMER performed by PROVIDER
as part of the Services, just as if CUSTOMER performed the Services itself.
PROVIDER shall notify CUSTOMER whenever changes in the Services or Performance
Standards are necessary to comply with applicable Indian Laws. It is understood
that any reference in the PSAs to standards, policies and procedures established
by General Electric Company or its Affiliates, is deemed to include any
replacement standards, policies and procedures established by CUSTOMER or any
member of the Genworth Group, and communicated to PROVIDER, provided, that GECIS
shall be entitled to recover its cost of complying with such standards, policies
and procedures as part of the Charges for the Services established pursuant to
Section 2 and Exhibit F.
4.4
ADDITIONAL REMEDIES.
IN ADDITION TO ALL
OTHER REMEDIES AVAILABLE UNDER THIS AGREEMENT, ANY PSA OR AT LAW, CUSTOMER MAY
TAKE ONE OR MORE OF THE FOLLOWING ACTIONS IN THE EVENT OF PROVIDER'S FAILURE TO
COMPLY WITH THE PERFORMANCE STANDARDS, PROVIDED, THAT CUSTOMER MAY NOT EXERCISE
ANY OF THESE REMEDIES IF THE FAILURE IN PERFORMANCE IS CAUSED BY INACCURATE OR
INCOMPLETE DATA OR INFORMATION PROVIDED BY CUSTOMER:
(A)
REQUIRE TRAINING OF ALL PROVIDER EMPLOYEES
INVOLVED IN PERFORMING THE AFFECTED SERVICES, THE LENGTH AND NATURE OF SUCH
TRAINING TO BE MUTUALLY AGREED UPON BY PROVIDER AND CUSTOMER;
(B)
CAUSE THE PROVIDER TO CORRECT ANY DEFICIENT
SERVICES AT NO CHARGE OR FEE TO CUSTOMER; OR
(C)
DIRECT PROVIDER TO ASSIGN ADDITIONAL
EMPLOYEES TO PERFORM THE SERVICES, WHICH INSTRUCTION PROVIDER AGREES TO FOLLOW.
5.0
RECORD KEEPING AND AUDITS.
5.1
GENERALLY.
PROVIDER WILL KEEP APPROPRIATE
RECORDS OF TIME AND COSTS RELATED TO THE SERVICES, AS REQUIRED BY LAW OR AS
REASONABLY REQUESTED BY CUSTOMER.
PROVIDER SHALL MAINTAIN A COMPLETE AUDIT
TRAIL FOR ALL FINANCIAL AND NON-FINANCIAL TRANSACTIONS RESULTING FROM OR ARISING
IN CONNECTION WITH THIS AGREEMENT AND THE PSAS IN SUCH MANNER AS IS REQUIRED
UNDER THE GENWORTH RECORDS MANAGEMENT POLICIES AND INDIAN AND UNITED STATES
GAAP.
PROVIDER WILL MAINTAIN SUCH AUDIT TRAIL FOR SUCH PERIODS OF TIME AS MAY
BE SPECIFIED IN THE GENWORTH RECORDS MANAGEMENT POLICIES OR, IF NO SUCH PERIOD
IS SPECIFIED, FOR SUCH PERIOD AS THE PARTIES MAY AGREE UPON.
PROVIDER SHALL
PROVIDE TO CUSTOMER, ITS AUDITORS (INCLUDING INTERNAL AUDIT STAFF AND EXTERNAL
AUDITORS), INSPECTORS, REGULATORS, CUSTOMERS AND OTHER REPRESENTATIVES AS
CUSTOMER MAY FROM TIME TO TIME DESIGNATE IN WRITING, ACCESS AT ALL REASONABLE
TIMES TO ANY FACILITY OR PART OF A FACILITY AT WHICH EITHER PROVIDER OR ANY OF
ITS PERMITTED SUBCONTRACTORS IS PROVIDING THE SERVICES, TO PROVIDER PERSONNEL,
TO PROVIDER'S SYSTEMS, POLICIES AND PROCEDURES RELATING TO THE SERVICES, AND TO
DATA AND RECORDS RELATING TO THE SERVICES FOR THE PURPOSE OF PERFORMING AUDITS
AND INSPECTIONS OF EITHER PROVIDER OR ANY OF ITS SUBCONTRACTORS WITH RESPECT TO
(I) ANY