MASTER TECHNICAL SERVICES AGREEMENT

1.

BACKGROUND AND OBJECTIVES

1.1

Background

(a)

In May 2008, Buyer completed a competitive evaluation of Supplier’s quality, cost trends, timeliness, flexibility, and technical capabilities.

(b)

Supplier acknowledges that it is in the business of providing the types of information technology services covered under this SOW. Supplier represents that, by leveraging the talent and resources of its Affiliates and subcontractors, Supplier has the skills, qualifications and experience necessary to perform and manage those Services requested by Buyer under this SOW and related WAs, in an efficient, cost-effective and controlled manner, with a high degree of quality and responsiveness. Supplier has performed services similar to the Services for other customers.

(c)

In reliance upon the foregoing and Supplier’s commitment below in Section 3.1(c) to obtain, utilize and leverage the talent and resources of Supplier, Supplier’s Affiliates and Supplier’s subcontractors, Buyer has selected Supplier to provide the Services under this SOW. This SOW documents the terms and conditions under which Buyer agrees to purchase, and Supplier agrees to provide, such Services.

1.2

Objectives

(a)

Leveraging the industry expertise and experience of Supplier to permit Buyer to support it and its Customers’ goal of gaining a competitive edge in their marketplaces.

(b)

Leveraging technology in ways that provide business solutions that are relevant, consistent, interoperable, cost-effective, and of high quality.

(c)

Establishing a flexible contractual relationship that will provide value and be highly responsive to the demands of Buyer’s business, to changes in the business environment, and to changes in technology and methods for providing technology services.

1.3

Construction

2.

DEFINITIONS

2.1

Certain Definitions

2.2

Other Terms; Interpretation

(a)

Other terms used in this SOW are defined where they are used and shall have the meanings there indicated.

(b)

Terms other than those defined in this SOW shall be given their plain English meaning, and those terms, acronyms and phrases known in the information technology services industry shall be interpreted in accordance with their generally known meanings.

(c)

References to “Article”, “Section”, or “Schedule” shall be references to an Article, Section, or Schedule of this SOW, respectively, unless otherwise specifically stated.

(d)

Throughout this SOW, “Supplier” shall be read to mean Supplier Personnel and its Affiliates unless the context is clear that it is solely a Supplier obligation under this SOW.

3.

SERVICES

3.1

Provision of Services

(a)

Commencing on the Effective Date, Supplier shall provide the following Services and perform the following functions and responsibilities, each as they may evolve during the Term and as they may be supplemented, modified enhanced or replaced from time to time:

(i)

The services, functions and responsibilities described in this SOW;

(ii)

The services, functions and responsibilities that are of a nature and type that would ordinarily be performed by the Supplier, even if such services, functions and responsibilities are not specifically described in this SOW;

(iii)

The comprehensive technical services that may be required to be provided under this SOW, either on Supplier’s, Buyer’s or Buyer’s Customer’s premises as specified in a WA. Accordingly, Supplier will provide a full range of technical personnel, in accordance with the Skill Classifications detailed in Schedule B hereto, including but not limited to the following:

(iv)

Any services, functions, or responsibilities not specifically described in this SOW that are required for the proper performance and provision of the Services.

(b)

Except as provided otherwise in this SOW and as part of the Services, Supplier will be proactive in identifying opportunities to implement new technologies that will improve the Services at a reduced cost.

(c)

In those instances, when Supplier Personnel are working at the Supplier’s site or a remote location (not Buyer’s or Buyer’s Customer locations), Supplier shall be responsible for providing any and all facilities, assets and resources (including personnel, facilities, equipment and software) as necessary and appropriate for delivery of the Services and to meet Supplier’s obligations under this SOW, unless otherwise directed by Buyer. Supplier shall obtain, utilize and leverage the talent and resources of Supplier and its global network of Affiliates and subcontractors in providing the Services.

(d)

The Services will be performed by Supplier as necessary to meet Buyer’s business needs using generally acknowledged technological advancements and improvements in the methods of delivering the Services.

(e)

Supplier and Supplier’s subcontractors shall be obligated to abide by, and comply with Buyer’s then-current standards, policies and procedures. Such obligations currently include the obligation to refrain from engaging in any concurrent employment that creates a conflict of interest or interferes with the provision of Services to Buyer. Supplier agrees to advise its employees and subcontractors performing Supplier obligations hereunder, of their responsibilities under this SOW.

3.2

Recipients of the Services

(a)

Supplier shall provide the Services to Buyer and its Affiliates to the extent necessary, and upon request by Buyer, to any Customers of Buyer (Buyer and each such recipient of Services described above, a “Recipient”). Buyer shall be responsible for paying the charges for Services provided to Recipients to the same extent as if the Services were provided only to Buyer. To the extent Services are characterized in this SOW as to be provided to Buyer, those references will be deemed to include the provision of such Services to other Recipients as requested by Buyer.

(b)

In the event that an entity receiving Services as a Recipient no longer meets the definition of “Recipient” (e.g., due to Buyer’s divestiture of an Affiliate) (each such entity a “Former Recipient”), then upon Buyer’s request, Supplier shall continue to provide the Services to such entity after the date such entity becomes a Former Recipient for a period of time requested by Buyer; provided, however, that such time period shall not exceed the time period during which Buyer has the right to receive Services under this SOW and that the Former Recipient agrees with Buyer in writing to abide by the terms and conditions of this SOW. Buyer shall (i) remain the primary point of contact with Supplier with respect

to those Services provided to a Former Recipient, and (ii) remain obligated to perform its payment obligations under this SOW with respect to those Services provided to a Former Recipient. For purposes of this SOW, Services provided to a Former Recipient shall be deemed to be Services provided to Buyer.

4.

TERM

4.1

Term

4.2

Extension

(a)

By giving at least a one month written notice to Supplier, Buyer shall have the right to extend the Term, for a maximum of up to three (3) years, at the terms and conditions and prices then in effect. Buyer shall have three (3) such extension options of up to three (3) years each, with Buyer having the right to specify the particular length of such extension period.

5.

SUPPLIER PERSONNEL

5.1

Qualifications, Warranty and Replacement of Supplier Personnel

(a)

Supplier shall assign only qualified individuals to perform the Services. The individuals Supplier assigns to perform the Services will have suitable training, education, experience and skill to perform the Services.

(b)

Supplier will provide a 30-working day warranty on Services. In the event Supplier Personnel ceases performing under a WA issued against this SOW, within the first 30 working days for any reason other than Buyer’s termination without cause, Buyer will not be billed for Services performed within such 30 working day period. In addition, replacement Supplier Personnel (either following a Supplier Personnel who left during the first 30 working days or following later in a Project due to Buyer action for Cause or Supplier action with or without Cause) will be non-billable during the period for which it takes them to become proficient as a replacement, up to 20 additional working days.

(c)

Supplier will provide Buyer with notice, except for its Supplier Personnel under 5.1(b), when any of Supplier Personnel are removed from providing Services under any WA utilizing this SOW. Supplier shall provide this information at the earliest possible time, but not less than one (1) week in advance of voluntary removal.

(d)

To the extent that any anticipated or actual delays in meeting Buyer’s deadlines or scheduled completion dates for work being performed hereunder are directly attributable to the documented and demonstrated unacceptable performance of any Supplier Personnel, Supplier shall provide additional temporary personnel, as requested by Buyer and at no charge to Buyer, in order to complete, in a timely manner, the assignment involved.

5.2

Supervision of Supplier Personnel

(a)

Supplier will provide consistent and effective supervision of its Personnel provided under this SOW, at no additional cost to Buyer. Consistent and effective supervision shall include regular interaction and communication with their employees either in person or through other effective means.

(b)

Supplier’s supervisor shall be responsible for exercising full supervisory authority over all day-to-day employment relationship decisions relating to Suppliers’ Personnel, including those decisions relating to: wages, hours, terms and conditions of employment, hiring, discipline, performance evaluations, termination, counseling and scheduling.

(c)

Supplier’s supervisors at each work location will be responsible to know that work location’s planned holiday (and other closing) schedules and the impacts all such schedules have on Supplier Personnel.

(d)

Supplier Personnel must clearly know, in all situations, and, at all times, who their supervisor is and how that supervisor can be contacted. Supplier will ensure that all of its Personnel working under this SOW continue to be aware of this information. Supplier shall also be responsible to ensure that its employees understand that employment related issues should be brought forward solely to Supplier and not IBM.

5.3

On Premises Guidelines

(a)

Access to Premises : Supplier will ensure that when Supplier Personnel are assigned to work on either Buyer’s or Buyer’s Customer’s premises or on Buyer’s or Buyer’s Customers’ projects . Supplier will: (i) maintain a current and complete list of the person’s names and social security numbers; (ii) obtain for each person a valid identification badge from Buyer and ensure that it is displayed to gain access to and while on those premises (it is Buyer’s policy to deactivate any such badge if not used for one month); (iii) Maintain signed acknowledgement, dated prior to the start of an engagement, that each person will comply with Buyer’s Safety & Security Guidelines including search guidelines; (iv) ensure that each person with regular access to Buyer’s premises registers their vehicles with Buyer and complies with all parking restrictions; (v) inform Buyer in advance if a former employee of Buyer will be assigned to work under this SOW, such assignment being subject to Buyer approval; (vi) at Buyer’s request, for any reason that is not unlawful, remove a person from those premises and not reassign such person to work on those premises (Buyer is not required to provide a reason for such request); and (vii) notify Buyer immediately upon completion or termination of any assignment and return Buyer’s identification badge.

(b)

Criminal Background Investigations : Before placement of Supplier Personnel on a Buyer or Buyer Customer project under this SOW, for every person (including persons who are not U.S. citizens, or permanent residents of the U.S.), to the fullest extent permitted by applicable law, Supplier shall perform or have performed a criminal background check covering the counties, states, and/or countries in which the person was employed or resided for the past seven years (or longer as required by applicable law). Supplier will not provide persons who, within the past seven years, or longer as required by applicable law: (a) have felony convictions or misdemeanor convictions involving violence or dishonesty; (b) have a restriction (e.g. a court order or restrictive covenant) that would prevent the candidate from providing services or impose limitations on the services that the candidate is able to provide to Buyer; or (c) may present a higher than

normal security risk to Buyer. A PO will not be issued unless background checks under this subsection have been completed within the past 3 years, (unless prohibited by applicable law), and is on file with the Supplier. Upon Buyer’s request, Supplier will provide documentation to verify compliance with this Article 5.3, Subsections (a) and (b). Each time Buyer’s audit reveals Supplier’s failure to fully comply with this subsection, including criminal background checks that are greater than three (3) years old, Buyer will assess, and Supplier agrees to pay, an amount equal to $10,000 for the first occurrence/ purchase order and $1,000.00 for each occurrence/purchase order thereafter. For subsequent conditions of non-compliance, Buyer may assess additional penalties, which may include termination of this SOW.

(c)

General Business Activity Restrictions : Supplier will ensure that Supplier Personnel assigned to work on either Buyer’s or Buyer’s Customer’s premises or Buyer’s or Buyer’s Customers’ projects: (i) will not conduct any non-Buyer related business activities (such as interviews, hirings, dismissals,or personal and personnel solicitations) on those premises; (ii) will not conduct Supplier Personnel training on those premises, except for on-the-job training; (iii) will not attempt to participate in Buyer’s benefit plans or activities; (iv) will not send or receive non-Buyer related mail through Buyer’s mail systems; and (v) will not sell, advertise or market any products or distribute printed, written or graphic materials on Buyer’s premises without Buyer’s written permission.

(d)

Safety and Security : Supplier will ensure that Supplier Personnel assigned to work on either Buyer’s or Buyer’s Customer’s premises or Buyer’s or Buyer’s Customers’ projects: (i) do not bring weapons of any kind onto those premises; (ii) do not manufacture, sell, distribute, possess, use or be under the influence of controlled substances (for nonmedical reasons) or alcoholic beverages while on those premises; (iii) do not have in their possession hazardous materials of any kind on those premises without Buyer’s authorization; (iv) acknowledge that all persons, property, and vehicles entering or leaving those premises are subject to search; and (v) remain in authorized areas only (limited to the work locations, cafeterias, rest rooms and, in the event of a medical emergency, Buyer’s medical facilities). Supplier will promptly notify Buyer of any accident or security incidents involving loss of or misuse or damage to Buyer’s intellectual or physical assets; physical altercations; assaults; or harassment and provide Buyer with a copy of any accident or incident report involving the above. Supplier must coordinate with Buyer access to Buyer’s premises during non-regular working hours.

(e)

Asset Control : In the event Supplier Personnel have access to information, information assets, supplies or other property, including property owned by third parties but provided to Supplier Personnel by Buyer (“Buyer Assets”), Supplier Personnel: (i) will not remove Buyer or Buyer’s Customer’s Assets from either Buyer’s or Buyer’s Customer’s premises or Buyer’s or Buyer’s Customers’ projects without Buyer’s authorization; (ii) will use such Assets only for purposes of this SOW and reimburse Buyer for any unauthorized use; (iii) will only connect with, interact with or use programs, tools or routines that Buyer agrees are needed to provide Services; (iv) will not share or disclose user identifiers, passwords, cipher keys or computer dial port telephone numbers; and (v) in the event the Buyer Assets are confidential, will not copy, disclose or leave such assets unsecured or unattended. Buyer may periodically audit Supplier’s data residing on Buyer’s information assets.

6.

PROPRIETARY RIGHTS

6.1

Buyer Works

(a)

Subject to the licenses granted under this Section 6.1, Buyer retains all right, title and interest in and to Buyer Works, including all domestic and foreign intellectual property rights in such Buyer Works and all modifications, enhancements and derivative works thereof. Supplier shall not attempt to assert, and shall preclude its Personnel and Affiliates from attempting to assert, any ownership interest in Buyer Works. To the extent that Buyer provides Supplier with Buyer Works to use to perform Services hereunder, Buyer hereby grants Supplier the right to use such Buyer Works solely to the extent necessary to perform such Services.

(b)

As of the Effective Date, Buyer has granted to Supplier Personnel, with respect to Buyer Works, a right to Use such Works to the extent necessary for the provision of Services, for the sole purpose of providing such Services. Supplier shall not Use, and shall cause its Personnel and Affiliates not to Use, any such Works for any other purpose, and shall not sublicense any rights with respect to Works without Buyer’s prior written approval. Supplier shall cease, and shall cause its Personnel and Affiliates to cease, all Use of such Works upon expiration or termination of this SOW or the cessation of applicable Services under any related WA.

6.2

Supplier Works

(a)

Subject to the licenses granted under this Section 6.2, neither Supplier Personnel nor its Affiliates shall use any Supplier Works in the performance of the services without the prior written consent of the Buyer. Supplier hereby grants to Recipients and Former Recipients, and to such third parties performing work as permitted under this SOW, a world-wide, fully paid-up, non-exclusive license to Use, during the Term, Supplier Works for the conduct of their respective businesses; provided, however, in the case of Buyer, the license shall be limited solely to enable Buyer to receive and provide services to Buyer’s Customers.

(b)

Supplier shall grant to Buyer (and designees thereof for the sole purpose of providing services to the Recipients and Former Recipients), at no additional charge, the following: a perpetual, irrevocable, world-wide fully paid-up, non-exclusive license to Use such Supplier Works (including copies of source code and object code, programmer interfaces, available documentation, manuals and other materials necessary for the use thereof), and to sublicense such rights to other entities for the purpose of providing services to Recipients and Former Recipients.

6.3

Third Party Works

(a)

Grant of Rights