EXHIBIT 10.3
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TECHNICAL SERVICES AGREEMENT
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Agreement #
TSA: 4998CC044.2
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STATEMENT OF WORK ATTACHMENT
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SOW #
4908021177.0
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PREDOMINANT SUPPLIER
ATTACHMENT
TO THE
TECHNICAL SERVICES STATEMENT OF
WORK NUMBER
4908021177.0
For
Buyer’s Integrated
Technology Delivery America’s Organization
Effective as of July 1,
2008
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Predominant
Supplier Attachment to SOW # 4908021177.0
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7/17/2008
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Buyer’s Initials
TT
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Supplier’s Initials
DAD
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TECHNICAL
SERVICES AGREEMENT
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Agreement #
TSA: 4998CC044.2
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STATEMENT OF
WORK ATTACHMENT
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SOW #
4908021177.0
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Index
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Predominant Supplier
Attachment to the Technical Services Statement of Work
(SOW)
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Exhibit 1: Transition Period
Deliverables
Schedule 1: Transition Period
Service Level Agreements
Schedule 2: Steady State
Performance Measurements & Reports
Exhibit 2: Incumbent
Suppliers
Exhibit 3: Pricing
Exhibit 4: Governance
Model
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Predominant
Supplier Attachment to SOW # 4908021177.0
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7/17/2008
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Buyer’s Initials
TT
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Supplier’s Initials
DAD
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TECHNICAL
SERVICES AGREEMENT
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Agreement #
TSA:
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STATEMENT OF
WORK ATTACHMENT
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SOW #
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PREDOMINANT SUPPLIER ATTACHMENT
TO THE
TECHNICAL SERVICES STATEMENT OF
WORK
This Predominant Supplier Attachment
(“Attachment”) to the Technical Services Statement of
Work (“SOW”), effective as of July 1, 2008 (the
“Effective Date”), fully incorporates by reference the
terms and conditions of Technical Services Agreement #
(“Base Agreement”), the terms and conditions of the
Technical Services Statement of Work # (“SOW”) and
its Schedules and Attachments, and any applicable Work
Authorizations (“WAs”).
Subject to the terms of this
Attachment, the SOW and the Base Agreement, Supplier will be
responsible to provide Services to Requesters in Buyer’s
Integrated Technology Delivery Americas organization (ITDA) and,
with respect to the delivery and performance of such services, this
Attachment, and its Exhibits and Schedules, which includes
additional terms and conditions, shall govern.
Supplier understands and agrees that
Predominant Supplier status does not mean Supplier is guaranteed
any particular volume of business from Buyer. Buyer has established
relationships with suppliers against which Supplier may compete.
Buyer will award its business opportunities based on the best
overall solution as solely determined by Buyer. Furthermore, Buyer
may use other suppliers, based on Buyer’s sole judgment and
discretion. Buyer may decide to transition skill requirements
currently contracted through suppliers other than the Supplier.
Buyer will review alternatives and may select a particular supplier
to transition such skill requirements to, or may invite some or all
of the suppliers to participate in transition. The decision will be
solely Buyer’s.
Supplier agrees that it will not
contact a supplier with existing contracts in an effort to arrange
transition of any existing work without the written authorization
of Buyer’s Procurement organization. Supplier agrees that all
new time and material skill requirements relating to the use of
skills as defined in SOW Schedule B, “Job Roles” will,
upon the Effective Date of this Attachment, be subject to all terms
and conditions of this Attachment, including pricing.
1.1 Definitions:
“Billable Hour” shall
include all hours in performance of the duties contracted for by
Buyer, including all overtime with no limit. There shall be no bill
rate premiums to the Buyer for weekend, holiday, standby time
(on-call) shift premiums or training and education (unless such
training and education is directed by Buyer and is required by
Buyer to provide unique services and skills to Buyer and is
approved by Buyer prior to incurring such hours.
“Incumbent Supplier”
shall mean those suppliers initially identified in Exhibit 2 who
currently are performing the Services and any future lists provided
by Buyer and identified as such.
“Transition Charges” are
charges that will be assessed against Supplier for Supplier’s
failure to achieve certain levels of performance during the
Transition Period. The Transition Charges are detailed in Schedule
1 (Transition Period Service Level Agreements).
“Transition Manager”
shall mean the person appointed by Supplier who will be accountable
for all Supplier Transition activities and will operate within the
framework of the Governance Model detailed in Section 7 and
Exhibit 4.
“Transition Milestone”
shall mean each event identified in the Transition Plan as a
milestone by which Supplier shall have completed a key task or set
of tasks in accordance with the Transition Plan.
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Predominant
Supplier SOW Attachment
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1
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Buyer’s Initials
TT
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Supplier’s Initials
DAD
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TECHNICAL
SERVICES AGREEMENT
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Agreement #
TSA:
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STATEMENT OF
WORK ATTACHMENT
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SOW #
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“Transition Period”
shall mean the period of time it will take Supplier to perform the
Transition Services detailed in Section 3 and Exhibit
1.
“Transitioned Personnel”
shall mean the Personnel identified on the initial list of
Incumbent Supplier and others subsequently identified or their
Affiliates who become Supplier’s Personnel pursuant to
Section 4.
“Transition Plan” shall
mean the plan produced by the Supplier for Buyer approval that
includes the key elements set forth in Exhibit 1. It must include a
detailed list of activities, tasks, Deliverables and associated
schedules which shall identify all material transition tasks, and
Deliverables to be completed by Supplier in connection with the
transition of all Services to Supplier and shall provide Buyer
adequate insight into the Supplier’s progress and performance
during and up to completion of the Transition Period.
“Transition Report”
shall mean the report produced by the Supplier and submitted to
Buyer for approval at the conclusion of Transition Period which
summarizes Supplier’s Transition related accomplishments and
includes final versions of the Process & Procedures manual
and other supporting documentation
“Transition Services”
shall mean the services, functions and responsibilities to be
performed by Supplier during the Transition Period as described in
Section 3 (Transition Services) and the associated Transition
Plan.
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(a)
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The term of
this Attachment shall begin on the Effective Date and shall expire
after three years on the anniversary date of the Effective Date,
except to the extent this Attachment is terminated in whole or in
part earlier, or is extended, each in accordance with the terms of
this Attachment, the SOW and the Base Agreement (the
“Term”). Notwithstanding any prior expiration or
termination of the Base Agreement and/or SOW, the terms and
conditions of the Base Agreement and/or SOW shall continue to apply
in full force and effect to this Attachment throughout the
Term.
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(b)
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The Parties
agree that the pricing terms in Exhibit 3 will be in effect
beginning upon the Effective Date of this Attachment through the
Term. If Buyer exercises its right to extend this Attachment, as
specified in Section 4.2(a) of the SOW, the pricing terms of
Exhibit 3, as they may be changed from time to time by Buyer, will
be renegotiated at that time.
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(c)
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The pricing in
Exhibit 3 will be effective for the duration defined above and is
not subject to change on an individual basis because of any change
in Supplier cost structure for any particular individual (i.e.,
cost-of-living increases, wage increases, etc.).
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(a)
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Supplier shall
not be eligible to perform the function of this SOW or any project
substantially similar in complexity, scope, size, and geographic
location to work described in the SOW, directly with any incumbent
Customer(s) supported by this SOW for a period of one year
following termination, without the written consent of Buyer. This
provision shall survive the termination of the SOW and the Base
Agreement.
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Predominant
Supplier SOW Attachment
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2
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Buyer’s Initials
TT
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Supplier’s Initials
DAD
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TECHNICAL
SERVICES AGREEMENT
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Agreement #
TSA:
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STATEMENT OF
WORK ATTACHMENT
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SOW #
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The objective of the Transition
Period is to plan and implement the orderly transfer of Services
and operational processes from multiple suppliers to the
Predominant Supplier. Additionally, the buyer intends (through
reasonable efforts) to utilize the transition process to equalize
the headcount between the two Predominant Suppliers supporting
ITDA. Buyer however cannot guarantee the outcome of transition
relating to headcount totals and cannot guarantee any volumes to
Supplier. The Predominant Supplier will produce its Transition Plan
based upon discussions with Buyer and agreed to by both Parties and
managed to completion on the agreed upon schedule. Supplier shall
perform the activities described in the Transition Plan and
associated tasks and produce the documents defined in Exhibit 1
(Transition Period Deliverables) to the satisfaction of the Buyer
. Buyer shall not incur any charges, fees or expenses
payable to Supplier or third parties in connection with the
Transition Services. The Transition Period begins on the Effective
Date of this Attachment and is completed upon Buyer’s
acceptance of the Deliverable, “Supplier’s Transition
Report”. In addition, Supplier will continue to