the Genworth business, including Genworth and certain
of its Affiliates, into a separate corporate structure with Genworth acting as
the parent entity for the Genworth business, and have further determined to
divest a controlling interest in the stock of Genworth (the "Separation") and,
as part of such divestiture, to conduct an initial public offering of the common
stock of Genworth (the "IPO");
WHEREAS, in anticipation of the proposed Separation, PROVIDER and CUSTOMER have
determined that it is appropriate to amend and restate such Master Outsourcing
Services Agreement in the form of this Amended and Restated Master Outsourcing
Services Agreement;
WHEREAS, PROVIDER supplies business and financial and related support services;
WHEREAS, CUSTOMER requires the performance of Services, as defined in the
related PSA(s);
WHEREAS, the parties contemplate that PROVIDER will handle a variety of
outsourcing projects and services for CUSTOMER and the parties seek to define
the basic terms applicable to outsourcing projects between the parties; the
parties intend to incorporate these provisions by reference into the outstanding
PSAs and PSAs that they enter into for specific outsourcing projects hereafter;
WHEREAS, this Agreement is being executed on, and shall take effect as of, the
closing date of the IPO or, if regulatory approval occurs on a later date, on
and as of such later date (the "Execution Date"); and
WHEREAS, capitalized terms used herein shall have the meanings given such terms
in Exhibit A hereto.
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
W I T N E S S E T H
1.
SERVICES.
A.
STRUCTURE OF THE AGREEMENT.
THE SERVICES ARE GOVERNED BY THE TERMS OF THIS AGREEMENT AS AMENDED AND/OR
SUPPLEMENTED AS SET FORTH IN EXHIBIT B, AND THE PSAS.
EACH PSA EXECUTED AFTER
THE EXECUTION DATE SHALL BE IN THE FORM ATTACHED AS EXHIBIT C, UNLESS OTHERWISE
AGREED TO BY THE PARTIES.
PROVIDER AGREES TO PROVIDE THE SERVICES UNDER THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND AS MORE SPECIFICALLY DESCRIBED IN THE PSAS.
B.
BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES.
PROVIDER
SHALL PROVIDE THE SERVICES SET FORTH IN THE BUSINESS CONTINUITY AND DISASTER
RECOVERY PLANS REFERRED TO
IN EXHIBIT D (COLLECTIVELY, THE "BCP/DRP PLANS").
THE BCP/DRP PLANS SHALL ADDRESS ALL OPERATIONS IDENTIFIED BY CUSTOMER AS
"MISSION CRITICAL;" SHALL MEET THE SUBSTANTIVE REQUIREMENTS SPECIFIED BY
CUSTOMER AND SHALL BE AGREED UPON BY CUSTOMER AND PROVIDER.
FURTHER, AT NO
ADDITIONAL CHARGE TO CUSTOMER OTHER THAN AS PROVIDED IN SECTION 2 AND THE
PRICING TEMPLATE SET FORTH IN EXHIBIT F, PROVIDER WILL (A) ACTIVELY REVIEW AND
UPDATE THE BCP/DRP PLANS, (B) TEST THE BCP/DRP PLANS AT LEAST ANNUALLY, (C)
PERMIT CUSTOMER THE OPPORTUNITY TO PARTICIPATE IN SUCH TESTING, (D) GIVE
CUSTOMER ACCESS TO THE RESULTS AND ANALYSIS OF SUCH TESTING, AND (E) CORRECT
DEFICIENCIES IN THE BCP/DRP PLANS REVEALED BY SUCH TESTING.
FAILURE TO PROVIDE
THE SERVICES DESCRIBED IN SUCH BCP/DRP PLANS WILL CONSTITUTE A MATERIAL BREACH
OF