Amended and Restated Technology Services Agreement

Exhibit 10.1

Amended and Restated Technology Services Agreement

by and among

Phoenix Life Insurance Company

and

Electronic Data Systems, LLC

Table of Contents

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Table of Schedules

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This AMENDED AND RESTATED TECHNOLOGY SERVICES AGREEMENT (the " Agreement "), made and effective as of January 1, 2009 (the " Amended and Restated Effective Date "), by and between Phoenix Life Insurance Company, a New York life insurance company currently with offices at One American Row, Hartford, Connecticut 06102-5056 (" Phoenix "), Electronic Data Systems, LLC (" Vendor " or " EDS "), a Delaware limited liability company with its principal place of business located at 5400 Legacy Drive Plano Texas 75024.

Whereas, Phoenix and EDS Information Services, L.L.C. and Electronic Data Systems Corporation (collectively, the "Former EDS Entities") entered into the original Technology Services Agreement, effective as of July 29, 2004, with regard to the provision of certain technology services as described in that original agreement (the " Original Agreement "); and

Whereas, Phoenix and EDS (as successor in interest to the Former EDS Entities) have agreed to a new solution of the original technology services and new pricing and service levels for such services as well as adding additional services for applications support and maintenance; and

Whereas, Phoenix and EDS want to restate the Original Agreement into this Agreement so that this Agreement is in complete substitution and replacement of the Original Agreement as of the Amended and Restated Effective Date; and

Whereas, Phoenix and EDS have jointly worked together to determine the applicability of the schedules and exhibits under the Original Agreement and have attempted to accurately update those schedules and exhibits for use from and after the Amended and Restated Effective Date in this Agreement, but Phoenix and EDS agree that they might need to refer to the prior exhibits and schedules in the event the parties need to make some clarifications under this Agreement; and

Whereas, Phoenix and EDS have jointly worked together to determine the accurate applicability of the terms "Effective Date" and "Amended and Restated Effective Date" for use under this Agreement, but Phoenix and EDS agree that they might need to refer to the use of such terms in the event the parties need to make some clarifications under this Agreement.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1. BACKGROUND AND OBJECTIVES

1.1 Background and Objectives.

This Agreement is being made and entered into with reference to the following specific goals, background and objectives:

(a) Phoenix is a leading provider of wealth management products and services to individuals and institutions. Currently Phoenix manages and operates its own information technology environment.

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(b) Vendor is in the business of providing information technology (IT) services, including outsourcing, management consulting, network design, and systems integration.

(c) Phoenix’s current and future business is dependent upon IT solutions to deliver its products to Phoenix’s customers. Phoenix desires to enter into an outsourcing arrangement that will meet its business objectives, which include:

(i) recognizing substantial cost savings (by virtue of the performance of this Agreement by the Parties) both initially and on an on-going basis;

(ii) transferring ownership of Phoenix’s IT assets to monetize such assets and significantly reduce Phoenix administrative responsibilities;

(iii) restructuring and standardizing Phoenix’s IT infrastructure and strengthening its IT governance model;

(iv) delivering to Phoenix world class, evolving services, including through the provision of IT skills, methods, practices and standards;

(v) enabling Phoenix to focus on its core competencies and on those activities which provide it with a competitive advantage, recognizing that Phoenix’s core business is dependent on Phoenix being able to deliver information and related services to its customers;

(vi) establishing a flexible framework within which to quickly respond to evolving technologies, competitive conditions, and changing Phoenix business needs;

(vii) treating fairly Phoenix personnel being hired by Vendor and also providing such personnel with meaningful jobs and a package of total compensation and benefits that is at least comparable to that received from Phoenix;

(viii) attaining transparency and variability of Vendor pricing permitting Phoenix to fully understand Vendor’s charges and to implement a consumption-based expense structure where actual demand for the services drives actual charges;

(ix) identifying means to improve services and reduce costs to Phoenix and to enable Phoenix to improve and expand its information/database operations;

(x) providing for an uninterrupted transition of responsibility for performing the services from Phoenix and its contractors to Vendor;

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(xi) ensuring strong data security and disaster recovery capability; and

(xii) providing for an uninterrupted transition of responsibility for performing the Services back to Phoenix or its designee(s) in connection with termination or expiration of this Agreement;

(d) The Parties desire to promote a flexible business relationship between them that allows for and encourages growth;

(e) The Parties desire to collaborate for the overall success of this Agreement for both Parties; and

(f) The Parties desire to provide an agreement and pricing structure that, as of the Amended and Restated Effective Date, is intended to allow Vendor to earn what it considers to be a reasonable profit commensurate in the IT outsourcing industry with a transaction of a similar size and complexity to this Agreement.

1.2 Construction.

This list of background, goals, and objectives is not intended to expand the scope of the Parties’ obligations under this Agreement, to alter pricing under this Agreement, or to alter the plain meaning of the terms and conditions of this Agreement. However, to the extent the terms and conditions of this Agreement do not address a particular circumstance or are otherwise unclear or ambiguous, those terms and conditions are to be interpreted and construed so as to give effect to this Agreement as a whole and this list of objectives.

2. DEFINITIONS

2.1 Certain Definitions.

As used in this Agreement:

(1) " Additional Transition " shall have the meaning provided in Section 3.8.

(2) " Additional Transition Plan " shall have the meaning provided in Section 3.8.

(3) " Adjustment " shall have the meaning provided in Section 11.2(e).

(4) " Acquired Equipment " shall have the meaning provided in Section 6.2(a).

(5) " Affected Employees " shall mean those employees of Phoenix set forth in Exhibit D-1 to Schedule D (Transitioned Personnel).

(6) " Affiliate " shall mean, with respect to any entity, any other entity Controlling, Controlled by, or under common Control with, such entity at the time in question. At Phoenix’s option, (i) an entity shall be deemed to remain an Affiliate of

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Phoenix for twenty four (24) months after the date it ceases to be Controlled by Phoenix and (ii) the purchaser of all or substantially all the assets of any line of business of Phoenix or its Affiliates shall be deemed an Affiliate of Phoenix for twenty four (24) months after the date of purchase, but only with respect to the business acquired. Phoenix shall be fully responsible for: (i) causing each Affiliate and End User to comply with the provisions of this Agreement to the extent that Vendor performs the Services for Affiliates and End Users, and (ii) payment of all of Vendor’s Charges hereunder (including those that may be invoiced to an Affiliate or any End User) and Vendor shall not be required to look to any Affiliate or End User for payment of any invoice before seeking payment from Phoenix.

(7) " Agreement " shall mean this Agreement, including its Schedules, exhibits, and appendices, as the same may be amended by the Parties from time to time in accordance with Section 23.17.

(8) " Amended and Restated Effective Date " shall have the meaning provided in the preamble to this Agreement

(9) " Applicable Law " shall mean any United States and non-United States federal, state or local law (including common law), statute, ordinance, rule, regulation (including NASD rules, regulations and notices as well as any and all rules, pronouncements and interpretations issued by self regulatory authorities), order, decree writ, injunction, judgment, permit, governmental agreement, member advisory bulletins or decree of a government entity applicable to a Party or entity or any such Party’s or entity’s subsidiaries, parents, affiliates, properties, assets, or to such Party’s officers, directors, managing directors, employees or agents in their capacity as such and effective during the Term, including as they are changed, amended, supplemented or newly added from time to time.

(10) " Applications Software " or " Applications " shall mean those programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform specific user related data processing in connection with the Services, (excluding Database Management Software only to the extent reflected in Section 2.1(29)) including development tools specific to a particular item of Applications Software that is provided by the licensor of such Applications Software. Application Software includes the Software identified as such in Schedule I-1 (Existing Applications Software) as of the Amended and Restated Effective Date.

(11) " Approved Subcontractors " shall mean those subcontractors of Vendor: (i) approved by Phoenix and identified in Schedule N (Approved Subcontractors); (ii) any other subcontractor(s) approved by Phoenix in accordance with Section 10.6, and (iii) Affiliates of Vendor, unless and until (in each case of (i) and (ii)) approval of such subcontractor is rescinded by Phoenix in accordance with Section 10.6.

(12) " Base Charges" shall have the meaning provided in Section 2.1(c) of Schedule C (Charges).

(13) " Benchmarker " shall have the meaning provided in Section 13.7(b).

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(14) " Best Practices " shall have the meaning provided in Section 10.8.

(15) " Business Associate Agreement " shall mean the agreement, in the form annexed hereto as Schedule M (Business Associate Agreement), entered into between Phoenix and Vendor simultaneously with this Agreement.

(16) " Business Day " shall mean every day Monday through Friday based on U.S. Eastern Time, other than those holidays set forth in Schedule K (Holidays). Such Schedule K (Holidays) shall be updated by Phoenix at the beginning of each Contract Year. In this Agreement references to days that do not specifically refer to Business Days are references to calendar days and, unless otherwise provided, a period of more than seven (7) days that expires on a day other than a Business Day shall be automatically extended to the next following Business Day.

(17) " Charges " shall have the meaning provided in Section 13.1.

(18) " Client Executive " shall mean the Vendor executive who interfaces with the Steering Committee, manages the client relationship at a global level, drives service excellence by collaborating across Vendor lines of business, and responds to issues and requirements from the implementation manager and program manager.

(19) " Commercially Available Software " shall mean software provided or licensed to the public under standard terms and conditions, early release or beta test versions of such software and any correction code applied to such software in order to resume the proper operation of such software.

(20) " Commercially Reasonable Efforts " shall mean: (i) with respect to Vendor, taking such steps and performing in such a manner as a well managed IT business would undertake where such IT business was acting in a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit; and (ii) with respect to Phoenix, taking such steps and performing in such a manner as a well managed business would undertake where such business was acting in a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit.

(21) " Confidential Information " shall have the meaning provided in Section 15.3(a).

(22) " Contract Month " shall mean any calendar month within a Contract Year.

(23) " Contract Year " shall mean any twelve (12) month period commencing on the Effective Date or any anniversary thereof. Notwithstanding the foregoing, as of the Amended and Restated Effective Date, "Contract Year" shall mean any twelve (12) month period commencing on the Amended and Restated Effective Date or any anniversary thereof.

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(24) " Contractual Change Control " shall have the meaning provided in Section 10.5(b).

(25) " Control " and its derivatives mean with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of: (i) fifty percent (50%) or more of the capital stock (or other ownership interest, if not a stock corporation) of such entity ordinarily having voting rights; or (ii)(A) twenty percent (20%) or more of the capital stock (or other ownership interest, if not a stock corporation) and (B) either (1) a greater percentage than any other juridical person or (2) management control by agreement.

(26) " Critical Service Levels " shall have the meaning provided in Section 9.3.

(27) " Data Hard IMAC " shall mean an installation, move, add or change to the data network connection for a printer, desktop, laptop, or similar network-attached End User component that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Examples of a Data Hard IMAC include installing and labeling an interconnect cable between a patch panel and a switch port in a wiring closet, installing a cross-connect via punch-down in a wiring closet, terminating a structured cabling run on a data jack, and terminating a structured cabling run on a patch panel or 66 block. An order for more than 20 Data Hard IMACs shall be treated as a Project.

(28) " Data Soft IMAC " shall mean an installation, move, add or change to the data network connection for a printer, desktop, laptop, or similar network-attached End User component that is performed remotely. A Data Soft IMAC does not include remote installation and configuration activities required to complete a Data Hard IMAC. An example of a Data Soft IMAC includes identifying and configuring/enabling a switch port for a printer, desktop, laptop, or similar network-attached End User component. An order for more than 40 Data Soft IMACs shall be treated as a Project.

(29) " Database Management Software " shall mean computer programs designed to create and administer a database, and store, modify and extract structured data from that database on behalf of numerous users. For the purposes of this Agreement, the Parties respective roles and responsibilities with respect to Database Management Software shall be as reflected in Section 5.2 of Schedule A (Statement of Work). For all other purposes, Database Management Software will be considered to be Applications Software.

(30) " Deliverables " means those items which are tangible and which are expressly reflected in a Work Order to be developed and/or produced and delivered by Vendor to Phoenix under such Work Order. Ownership of Deliverables is specified in Section 7.5(a)(iii).

(31) " Deposit Materials " shall have the meaning provided in Section 7.2(c).

(32) " Desktop Hard IMAC " shall mean an installation, move, add or change to a network-attached printer or desktop/laptop (including the system unit, monitor,

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keyboard, mouse, modem, docking station (for laptops), and directly attached devices (including printers)) that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Desktop Hard IMACs shall include connecting the device to the data jack. Examples of a Desktop Hard IMAC include the configuration and implementation of a new PC or related peripheral component, the relocation of a desktop, laptop, or related peripheral equipment, and relocation of a network-attached printer. An order for more than 10 Desktop Hard IMACs shall be treated as a Project.

(33) " Desktop Soft IMAC " shall mean an installation, move, add or change to a network-attached printer or desktop/laptop (including the system unit, monitor, keyboard, mouse, modem, docking station (for laptops), and directly attached devices (including printers)), that is performed remotely. A Desktop Soft IMAC does not include remote software installation and configuration activities required to complete a Desktop Hard IMAC. Examples of a Desktop Soft IMAC include the creation of a print queue on a server, creation or deletion of a print queue on a desktop or laptop, movement of files to new local file/print server, and the verification/modification of proper user and group access to all data drives and printers. An order for more than 20 Desktop Soft IMACs shall be treated as a Project.

(34) " Dispute Date " shall have the meaning provided in Section 20.1(a)(i).

(35) " DM " shall have the meaning provided in Section 20.1(b).

(36) " Effective Date " shall mean July 29, 2004.

(37) " Equipment " shall mean the computer and telecommunications equipment (without regard to which entity owns or leases such equipment) used or managed by Vendor to provide the Services. Equipment includes the following: (i) computer equipment, including associated attachments, features, accessories, peripheral devices, front end devices, and other computer equipment, and (ii) telecommunications equipment, including private branch exchanges, multiplexors, modems, CSUs/DSUs, hubs, bridges, routers, switches and other telecommunications equipment. Within thirty (30) days of the Amended and Restated Effective Date, Vendor shall provide to Phoenix a detailed inventory of Equipment, which inventory shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(38) " Equipment Capital Costs " shall have the meaning provided in Section 6.3(a).

(39) " Equipment Operational Support Costs " shall have the meaning provided in Section 6.3(a).

(40) " End Users " shall have the meaning provided in Section 3.11(a).

(41) " Existing Equipment " shall mean, collectively, the Existing Owned Equipment and the Existing Leased Equipment.

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(42) " Existing Leased Equipment " shall mean Equipment leased by Phoenix or its Affiliates that exists on the Effective Date and was being used by Phoenix or its Affiliates immediately prior to the Effective Date in performing functions that are part of the Services. As of the Amended and Restated Effective Date, there is no Existing Leased Equipment that is leased by Phoenix (Vendor having previously assumed such leases), but some of the Equipment that was Existing Leased Equipment is being used by Vendor to perform functions that are part of the Services, as such Equipment has been removed, modified and/or replaced as further reflected in Vendor’s detailed inventory of Equipment described in Section 2.1.

(43) " Existing Owned Equipment " shall mean Equipment owned by Phoenix or its Affiliates that exists on the Effective Date and was being utilized by Phoenix or its Affiliates immediately prior to the Effective Date in performing functions that are part of the Services, as such Equipment has been removed, modified and/or replaced as further reflected in Vendor’s detailed inventory of Equipment described in Section 2.1(37).

(44) " Existing Third Party Systems Software " shall mean Third Party Systems Software that exists on the Amended and Restated Effective Date. Existing Third Party Systems Software includes all Existing Third Party Systems Software listed in Schedule F (Systems Software and Third Party Service Contracts), and any additional Existing Third Party Systems Software. At the beginning of each Contract Year, Vendor shall provide to Phoenix an up-to-date version of Schedule F.

(45) " Extraordinary Event " shall have the meaning provided in Section 13.5(a).

(46) " Force Majeure Event " shall have the meaning provided in Section 19.5(a).

(47) " Hard IMAC " shall mean, as the context requires, either a Desktop Hard IMAC, Data Hard IMAC, or Voice Hard IMAC.

(48) " Healthcare Laws " means Applicable Laws regarding the provision of healthcare services, including HIPAA Regulations, Applicable Laws enacted under the Social Security Act and respecting the Health Care Financing Administration (including to those respecting Medicare), and all Applicable Laws governing medical confidentiality, including disclosure of AIDS or human immunodeficiency virus-related information.

(49) " Help Desk " shall have the meaning set forth in Section 2.1 of Schedule A (Statement of Work).

(50) " HIPAA Regulations " shall have the meaning given in Section 22.8(b).

(51) " Including " and its derivatives (such as "include" and "includes") means "including, without limitation." This term is as defined, whether or not capitalized in this Agreement.

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(52) " IMAC " shall mean, as the context requires, either a Hard IMAC or a Soft IMAC. Notwithstanding anything to the contrary set forth herein, an IMAC shall not include: (1) any installation, move, add or change performed pursuant to Problem management activities; (2) any related infrastructure activities required to perform an IMAC, such as any modifications to capacity and any installations, moves, adds or changes relating to infrastructure equipment (including servers, PBXs, mainframes, routers, and switches); (3) any installation, move, add or change performed for Vendor personnel (including subcontractors) and not requested by Phoenix; or (4) Vendor’s refresh obligations set forth in Schedule E (Equipment Refresh).

(53) " Initial Transition " shall have the meaning provided in Section 3.8.

(54) " Initial Transition Fee " shall have the meaning provided in Section 6.6(a) of Schedule C (Charges).

(55) " Initial Transition Plan " shall have the meaning provided in Section 3.8.

(56) " Insurance Regulations " means Applicable Laws regarding Phoenix’s insurance operations.

(57) " Intellectual Property Rights " shall have the meaning provided in Section 7.4(a)(ii).

(58) " Interim Period " shall have the meaning provided in Section 6.10.

(59) " Interim Agreement " shall mean that certain letter agreement entered into between Phoenix and Vendor and dated as of June 1, 2004.

(60) " IT Laws " means Applicable Laws, other than Healthcare Laws, applicable to the provision of data processing and information technology services.

(61) " Key Vendor Positions " shall have the meaning provided in Section 5.1(a).

(62) " Key Transitioned Employees " shall have the meaning provided in Section 5.2(b).

(63) " Local Area Networks " or "LANs" shall mean the equipment, software, telecommunications facilities, lines, wireless technology, interconnect devices (e.g., bridges, routers, hubs, switches, gateways), wiring, cabling, and fiber that are used to create, connect, and transmit data, voice, and video signals within and among Phoenix’s network segments ( e.g. , Ethernet, token ring). LANs commence with the interface to a Network interconnect device ( e.g. , router) and end with and include the LAN interface points ( e.g. , network interface cards ("NICs")) that are in LAN-connected equipment ( e.g. , desktop equipment, servers).

(64) " Location(s) " shall mean the site(s) listed in Schedule V (Locations), as such Schedule may be updated by Phoenix from time to time, subject to the various change control provisions in Section 10.5. Locations include Campus Locations and Non-Campus Locations (as designated on Schedule V (Locations)).

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(65) " Losses " shall mean all losses, fines, punitive awards, monetary sanctions, restitution, liabilities, damages and claims, payable to unaffiliated third parties and/or governmental or regulatory agencies, and all related third-party costs and expenses including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

(66) " Monthly Performance Report " shall have the meaning provided in Section 10.2(b).

(67) " New Services " shall have the meaning provided in Section 13.6.

(68) " Network " shall mean the equipment, software, telecommunications facilities, lines, interconnect devices, wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals between and within: (i) Phoenix’s LANs; (ii) Locations, and non-Phoenix locations that do business with Phoenix and for which Vendor is responsible for providing connectivity. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the Network shall be set forth in Schedule A (Statement of Work).

(69) " Non-Software Materials " shall have the meaning provided in Section 7.4(b).

(70) " Notice of Election " shall have the meaning provided in Section 18.4(a).

(71) " Out-of-Pocket Expenses " shall mean reasonable, demonstrable and actual out-of-pocket expenses incurred by Vendor for labor, equipment, materials, supplies or services provided to or for Phoenix or its Affiliates as identified in this Agreement or otherwise incurred in connection with performing the Services, but not including Vendor’s overhead costs (or allocations thereof), administrative expenses or other mark-ups. Where relevant in determining Vendor’s costs, Vendor’s incremental costs shall be used and all charges shall be net of any discounts, and allowances received by Vendor. The time and materials rates set forth in Exhibit C-5 to Schedule C (Charges) shall be used to calculate the portion of Vendor’s Out-of-Pocket Expenses attributable to labor performed by Vendor Personnel.

(72) " Party " shall mean either Phoenix or Vendor and " Parties " shall mean both Phoenix and Vendor.

(73) " Pass-Through Expenses " shall have the meaning provided in Section 13.2(a).

(74) " Personally Identifiable Information " shall mean any personally identifiable information or any nonpublic personal information, as those terms are defined under any Applicable Law, or any similar information whether or not defined under any Applicable Law.

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(75) " Phoenix " shall have the meaning provided in the preamble to this Agreement, subject to Section 2.2(a).

(76) " Phoenix Competitor " shall mean those entities engaged in the insurance or asset management business as competitors of Phoenix as listed on Schedule P (Phoenix Competitors) as such Schedule may be updated by Phoenix from time to time in its good faith reasonable discretion.

(77) " Phoenix Confidential Information " shall have the meaning provided in Section 15.3(a).

(78) " Phoenix Contract Executive " shall have the meaning provided in Section 12.1(a).

(79) " Phoenix Contractor Agreements " shall have the meaning provided in Section 5.2(c).

(80) " Phoenix Contractor Personnel " shall have the meaning provided in Section 5.2(c).

(81) " Phoenix Data " shall mean any and all data and information of Phoenix, End Users, Phoenix customers or of an entity within the Control of Phoenix in any form, whether or not Confidential Information, which is made available directly or indirectly to Vendor in connection with the performance of the Services, or obtained, collected, copied, developed, produced, processed, transferred or otherwise used by or on behalf of Vendor in connection with the Services, including Personally Identifiable Information, customer and employee data, Phoenix trade secrets or Phoenix corporate proprietary information of any kind whatsoever. For the purposes of this definition, the portion of Phoenix Data that is operational data shall be Phoenix Data but Vendor shall have access to and use of such operational data for its operational database.

(82) " Phoenix Indemnitees " shall have the meaning provided in Section 18.1.

(83) " Phoenix Office Space " shall have the meaning provided in Section 8.1(a).

(84) " Phoenix Risk Control Requirements " shall have the meaning provided in Section 15.4(a).

(85) " Phoenix Software " shall mean Software owned by Phoenix or its Affiliates.

(86) " Privacy Laws " shall mean (a) all international privacy, security and data protection laws, rules and regulations, including all Applicable Laws set forth in Section 22.8, as well as applicable security breach and identity theft notification laws of any applicable jurisdiction (including the U.S., India, and the European Union), and all then-current industry standards, guidelines and practices with respect to privacy, security and data protection including the collection, processing, storage, protection, use and disclosure of Phoenix Data, forensic imaging and, electronic server and system data extraction; and (b) Phoenix’s policies and procedures applicable to any of the foregoing which are provided to Vendor in written form from time to time.

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(87) " Privacy Rule " shall have the meaning provided in Section 22.8(b).

(88) " Problem " or " Incident " means any unplanned event that adversely affects Equipment, Software, or data or services used, provided or made available by Vendor in connection with the Services.

(89) " Procedures Manual " shall mean the standards and procedures manual described in Section10.4(a).

(90) " Project " shall have the meaning provided in Section 7.1 of Schedule C (Charges).

(91) " Project Plan " shall have the meaning provided in Section 7.2 of Schedule C (Charges).

(92) " Required Consents " shall mean such consents as may be required or desirable for the assignment to Vendor, or the grant to Vendor of rights of use, of resources otherwise provided for in this Agreement.

(93) " Resource Volume Baseline " shall have the meaning given in Section 3.1(a) of Schedule C (Charges).

(94) " Retained Phoenix Equipment " shall mean the Existing Equipment other than the Acquired Equipment.

(95) " Schedule " shall mean any of the schedules attached to this Agreement as the same may be amended by the Parties from time to time in accordance with Section 23.17.

(96) " Security Plan " shall have the meaning provided in Section 15.2(b).

(97) " Services " shall have the meaning provided in Section 3.1.

(98) " Service Levels " shall have the meaning provided in Section 9.1.

(99) " Service Level Credits " shall have the meaning provided in Section 9.3.

(100) " Service Tower " shall have the meaning provided in the preamble of Schedule A (Statement of Work).

(101) " Service Tower Commencement Date " shall mean the date on which EDS is scheduled to commence the provision of Services with respect to an applicable Service Tower (set forth in the Initial Transition Plan), or such other date(s) as mutually agreed by the parties. The Service Tower Commencement Date may be different for each Service Tower. Notwithstanding the foregoing, as to all Work Order Services which are added after the Amended and Restated Effective Date, such Services shall commence as of the respective Work Order Commencement Date.

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(102) " Soft IMAC " shall mean, as the context requires, either a Desktop Soft IMAC, Data Soft IMAC, or Voice Soft IMAC.

(103) " Software " shall (unless a more specific reference is provided) mean Applications Software and Systems Software.

(104) " Software Capital Costs " shall have the meaning provided in Section 6.5(a).

(105) " Software Operational Support Costs " shall have the meaning provided in Section 6.5(a).

(106) " Steering Committee " shall have the meaning provided in Section 10.1.

(107) " Straddle Agreements " shall mean Third Party Service Contracts, leases of Equipment, and licenses for Third Party Software existing on the Effective Date, including enterprise agreements, which relate both to the Services and to assets and activities retained by Phoenix and its Affiliates that do not form a part of the Services.

(108) " Systems Software " shall mean those programs and programming (including the supporting documentation, media, on-line help facilities and tutorials), if any, that perform (i) tasks basic to the functioning of the Equipment and which are required to operate the Applications Software; or (ii) tasks, other than as performed by Applications Software, otherwise supporting the provision of the Services by Vendor. Programs and programming supporting the Services that are not Applications Software shall be deemed to be Systems Software. As of the Amended and Restated Effective Date, Systems Software includes the software listed in Schedule F (Systems Software and Third Party Service Contracts ) and any other mainframe and midrange operating systems, server operating systems, network operating systems, systems utilities (including measuring and monitoring tools), data security software, middleware, development tools (other than development tools specific to a particular item of Applications Software which is provided by the licensor of such Applications Software) and telecommunications monitors. Unless otherwise agreed to by the Parties, the list of Systems Software shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(109) " Technical Change Control Procedure " shall have the meaning provided in Section 10.5(a)(iii).

(110) " Technology Plan " shall have the meaning provided in Section 10.7(a).

(111) " Term " shall have the meaning specified in Section 4.1.

(112) " Termination/Expiration Assistance " shall have the meaning provided in Section 21.10(a).

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(113) " Third Party Service Contracts " shall mean those agreements pursuant to which a third party was, immediately prior to the Amended and Restated Effective Date or Work Order Effective Date, as applicable, furnishing or providing services to Phoenix or its Affiliates similar to the Services, including Phoenix contracts for the services of non-employee personnel to provide services similar to the Service prior to the Effective Date. As of the Amended and Restated Effective Date, Third Party Service Contracts include all Third Party Service Contracts identified in Schedule F (Systems Software and Third Party Service Contracts), and any additional Third Party Service Contracts. Notwithstanding the foregoing, Third Party Service Contracts do not include licenses, leases and other agreements under the Software and Proprietary Rights section of this Agreement. Unless otherwise agreed to by the Parties, the list of Third Party Service Contracts shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(114) " Third Party Applications Software " shall mean Third Party Software that is Applications Software.

(115) " Third Party Software " shall mean Software that is not Vendor Software or Phoenix Software.

(116) " Third Party Systems Software " shall mean Third Party Software that is Systems Software.

(117) " Transition " shall mean, as the context requires, the Initial Transition or the applicable Additional Transition.

(118) " Transition Plan " shall mean, as the context requires, the Initial Transition Plan or the applicable Additional Transition Plan.

(119) " Transitioned Employees " shall have the meaning provided in Section 5.2(a).

(120) " Use " shall mean to use, copy, maintain, modify, enhance, or create derivative works.

(121) " Vendor " shall have the meaning provided in the preamble to this Agreement, subject to Section 2.2(b).

(122) " Vendor Applications Software Operational Support Services " shall consist of the following activities with respect to Applications Software: As directed by Phoenix, (i) installing all such Software, including updates, upgrades, patches, etc., as provided to Vendor by Phoenix and (ii) ensuring that such Software operates within the IT environment managed by Phoenix in connection with the provision of the Services.

(123) " Vendor Business Processes " shall have the meaning provided in 7.4(b).

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(124) " Vendor Account Executive " shall have the meaning provided in Section 5.1(b).

(125) " Vendor Competitor(s) " shall mean those entities engaged in the information technology services business as competitors of Vendor, with such entities being listed below. Such listing may be updated by Vendor from time to time in its good faith reasonable discretion. As of the Effective Date, Vendor Competitors are: International Business Machines Corporation, Accenture, Ltd., Computer Sciences Corporation, Affiliated Computer Services, Inc., Cap Gemini Ernst & Young, Perot Systems Corp., CGI Group, Inc. and Siemens AG.

(126) " Vendor Indemnitees " shall have the meaning provided in Section 18.2.

(127) " Vendor Personnel " shall mean employees of Vendor and its subcontractors assigned to perform the Services pursuant to this Agreement.

(128) " Vendor Software " shall mean the Software that is owned or exclusively distributed by Vendor or its Affiliates and that is used in provision of the Services.

(129) " Virus " shall mean (i) program code, programming instruction or set of instructions intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or operations, whether or not technically known as a "virus" (e.g., worms, Trojan horses, trap doors, etc.); or (ii) other code typically designated as a virus.

(130) " Voice Hard IMAC " shall mean an installation, move, add or change to a telephone, a telephone’s associated station wiring, fax machine, or a voice cross-connect that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Voice Hard IMACs shall include connecting the device to the voice jack. Examples of a Voice Hard IMAC include installing or moving a telephone or turret phone, installing a cross-connect via punch-down in a wiring closet, and installing a cross-connect from a PBX to a LEC point of entry or station site. An order for more than 10 Voice Hard IMACs shall be treated as a Project.

(131) " Voice Soft IMAC " shall mean an installation, move, add or change to a component of the voice network that is performed remotely. A Voice Soft IMAC does not include remote software installation and configuration activities required to complete a Voice Hard IMAC. Examples of a Voice Soft IMAC include setting up a call pick-up group, configuring a new voice mailbox for one End User, assigning and activating a new telephone extension for one End User, adding feature capabilities to a single telephone, and adding, modifying, or removing PBX system features. An order for more than 30 Voice Soft IMACs shall be treated as a Project.

(132) " Voice Premise Network " means the equipment, software, transmission facilities, interconnect devices and wiring that are used to create, connect, and transmit voice communications between the public switched telephone network and telephone handsets at each Phoenix network location. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the Voice Premise Network shall be set forth in Schedule A (Statement of Work).

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(133) " Wide Area Network " or " WAN " means the equipment, software, transmission facilities, interconnect devices, cabling and wireless technology that are used to create, connect and transmit data, voice and video signals between and among Phoenix POPs. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the WAN shall be set forth in Schedule A (Statement of Work).

(134) " Work Order " means a work order executed by the Parties pursuant to which Phoenix or its Affiliates has ordered and Vendor shall provide Work Order Services.

(135) " Work Order Charges " shall have the meaning provided in Section 2.1(r) of Schedule C (Charges).

(136) " Work Order Commencement Date " means the date on which EDS is scheduled to commence the provision of Work Order Services (set forth in the applicable Transition Plan) or such other date(s) as mutually agreed by the parties.

(137) " Work Order Effective Date " means the effective date of an executed Work Order.

(138) " Work Order Services " means general consulting services and those services under the Application Development and Maintenance Service Tower.

2.2 Inclusion of Affiliates in Definition of Phoenix and Vendor.

(a) References to "Phoenix" in this Agreement include Affiliates of Phoenix in accordance with the following: (i) a reference includes Affiliates of Phoenix where expressly so provided; (ii) except as expressly provided references to Phoenix in the following definitions include Affiliates of Phoenix: Phoenix Data, Phoenix Software, Existing Equipment, Existing Third Party Systems Software, Straddle Agreements and Third Party Service Contracts; (iii) references to sale, assignment, grant or the like by Phoenix means Phoenix shall perform the act for itself or cause Affiliates of Phoenix to perform the act for themselves; references to assets being in the name of Phoenix include Affiliates of Phoenix; and (iv) references to the business, operations, policies, procedures and the like of Phoenix include Affiliates of Phoenix to the extent such Affiliates are receiving the Services. Subject to the foregoing, references to Phoenix shall include Affiliates of Phoenix as Phoenix reasonably designates.

(b) References to "Vendor" in this Agreement include Affiliates of Vendor in accordance with the following: (i) a reference includes Affiliates of Vendor where expressly so provided; and (ii) where Services are to be provided through an Affiliate of Vendor, references to Vendor include such Affiliate.

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2.3 Other Defined Terms.

Other terms used in this Agreement are defined where they are used and have the meanings there indicated. Those terms, acronyms, and phrases utilized in the IT services industry or other pertinent business context which are not otherwise defined herein shall be interpreted in accordance with their then-generally understood meaning in such industry or business context.

3. SERVICES

3.1 General.

(a) Subject to Section 3.1(b), beginning on the Effective Date (if required pursuant to the Initial Transition Plan) and thereafter on each applicable Service Tower Commencement Date, Vendor shall provide the following services, functions and responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified or replaced (" Services "):

(i) The services, functions and responsibilities described in this Agreement and its Schedules; and

(ii) The information technology services, functions and responsibilities that are reasonably related to the services, functions and responsibilities described in the Agreement, to the extent performed on a consistent or routine basis during the twelve (12) months preceding the Effective Date by Affected Employees and Phoenix Contractor Personnel who are (i) transitioned to Vendor, or (ii) displaced or whose functions were displaced as a result of this Agreement, even if the service, function or responsibility so performed is not specifically described in this Agreement. The applicability of this Section 3.1(a)(ii) shall not override the Resource Units volumes and associated Charges in Exhibit C-2 to Schedule C (Charges).

(iii) The Parties acknowledge that, pursuant to the Interim Agreement, Vendor has provided some of the Services prior to the Effective Date. The Interim Agreement is terminated as of the Effective Date and the provision of any Services provided under such Interim Agreement shall be governed by the terms and conditions of this Agreement. Charges for services rendered to Phoenix under the Interim Agreement shall be credited as an offset to the Initial Transition Fee, as set forth in Section 6.6 of Schedule C (Charges).

(b) The Parties intend to enter into separate Work Orders for Work Order Services. Each Work Order shall be attached to this Agreement as Work Order No. 1, Work Order No. 2, et seq., and shall be deemed to be incorporated by reference into this Agreement. Each Work Order shall describe, at a minimum, the applicable Work Order Effective Date, Work Order Commencement Date, Work Order Services, Work Order Charges, the general physical location (city and country) as reflected in Exhibit A-2 from which the Work Order Services will be provided for each Work Order, the initial Additional Transition Plan (which will reflect, if applicable, the personnel to be transitioned) for such Work Order Services, and any additional terms applicable to such

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Work Order or required by this Agreement to be included such Work Order. Each Work Order shall become effective only upon its execution by a duly authorized representative of each Party. Beginning on the Work Order Effective Date (if required pursuant to the applicable Transition Plan) and thereafter on the Work Order Commencement Date, Vendor shall provide the applicable Work Order Services. For avoidance of doubt, "Services" shall include all Work Order Services as of the respective Work Order Commencement Dates.

3.2 Implied Services.

If any services, functions, or responsibilities are required for the proper performance and provision of the Services, regardless of whether they are specifically described in this Agreement, they shall be deemed to be implied by and included within the scope of the Services to be provided by Vendor to the same extent and in the same manner as if specifically described in this Agreement. Notwithstanding the foregoing, services, functions, or responsibilities that are specifically excluded from the scope of Services under this Agreement (such as responsibilities retained by Phoenix) shall not be deemed to be within the scope of the Services.

3.3 Services Evolution.

Vendor shall cause the Services to evolve and to be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services, where such advances are at the time pertinent in general use within the IT services industry or among Phoenix’s competitors, including as practices evolve to comply with new or modified Applicable Laws. Such evolution shall, at a minimum, be made so as to conform with the requirements for continuous improvement of Service Levels as set forth in Schedule B (Service Levels). As an example, Services evolution shall include the addition of functionality by Vendor as is made possible with new Equipment and Software utilized by Vendor during the Term. Adjustments in Services in accordance with this Section shall be deemed to be included within the scope of the Services to the same extent and in the same manner as if expressly described in this Agreement. Notwithstanding anything to the contrary in this Section 3.3, the foregoing statement is not intended to enlarge Vendor’s obligations where evolutions in technology are specified in this Agreement ( e.g. , Equipment refresh, standards, configurations and Service Levels). For further clarification, the Parties acknowledge that, from time to time, Vendor may make modifications to its shared services centers for the benefit of a number of customers including Phoenix as a part of Vendor’s normal course of business, including modifications that are necessary to comply with new or modified Applicable Laws. As such modifications are made by Vendor, although Phoenix would enjoy the benefit of the specific modifications at no additional charge, there may be some planning and testing that needs to occur for the Phoenix information technology environment which may result in some additional internal costs to Phoenix. Vendor will give Phoenix thirty (30) days advance written notice if Vendor intends to make such modifications and shall advise Phoenix in such notice what internal planning and testing it believes Phoenix will have to perform in connection with EDS’s implementation of such modifications. If Phoenix believes that the internal costs to

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Phoenix are unreasonably large under the circumstances, the Parties will discuss the proposed modification prior to its implementation to determine how and when the modification should be made. Any such proposed modification shall be subject to the Technical Change Control Procedure.

3.4 Services Variable in Scope and Volume.

The Services are variable in scope and volume. Such variations shall be provided for in the pricing mechanisms set forth in this Agreement. Vendor shall not be entitled to receive an adjustment to the Charges except as set forth this Agreement.

3.5 Post–Effective Date Adjustments.

The Parties acknowledge that they have used reasonable efforts to develop complete lists of all Existing Third Party Systems Software and Third Party Service Contracts. However, the Parties acknowledge that certain items which would constitute Existing Third Party Systems Software or Third Party Service Contracts may have been inadvertently omitted from those Schedules, or that the Parties may not have discovered Straddle Agreements that Vendor requires to provide the Services. Accordingly, the Parties agree that to the extent any obligations of this Agreement apply to any such omitted Existing Third Party Systems Software, Straddle Agreements, and Third Party Service Contracts, such obligations shall still apply as if the Existing Third Party Systems Software, Straddle Agreements, and Third Party Service Contracts were fully identified in the applicable Schedule, and the Parties shall amend the relevant Schedule as appropriate. With respect to any such omitted items that were not known (nor with the exercise of reasonable diligence should have been known) to Vendor personnel prior to the Effective Date, if Vendor notifies Phoenix within one hundred-twenty (120) days from the Effective Date (time being of the essence) providing sufficient detail, to the extent (but only to the extent) the aggregate total annual expense to be assumed by Vendor (without any imputed cost of capital and with one-time expenses being treated as amortized over a four (4) year period beginning from the Effective Date) (i) in Contract Year 1, 2 or 3 is greater than one hundred thousand dollars ($100,000) in any such Contract Year and (ii) in Contract Years 4, 5, 6 and 7 is greater than fifty thousand dollars ($50,000) in any such Contract Year, then, at Phoenix’s option, either (A) the Base Charges shall be increased to cover such excess amount or (B) Phoenix may treat the excess amount of such expenses as Phoenix retained responsibility expenses.

3.6 Services Performed by Phoenix or Third Parties.

(a) Subject to Sections 13.5 and 21.3, Phoenix retains the right to perform itself, or retain third parties to perform, any of the Services; provided however that for each of the first two Contract Years following the Effective Date, Phoenix will not withdraw Services under this Section that results in a reduction of revenues that exceed 5% of the total projected annual Base Charges for each such Contract Year. Phoenix shall provide Vendor with at least ninety (90) days notice prior to withdrawing any substantial portion of the Services from the scope of Services under this Agreement.

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(b) In the case of Phoenix’s withdrawal of Services under this Section 3.6, the Charges for the remaining Services shall be as reflected in Exhibit C-2 to Schedule C (Charges) or if not addressed in Exhibit C-2 to Schedule C (Charges), the Charges shall be equitably adjusted to reflect those Services that are no longer required. If, within thirty (30) days following Phoenix’s notice, the Parties have not agreed on the charges for the remaining Services, then the pricing will be determined (i) initially as provided under Section 20.1(a) and, if not resolved thereunder after ten (10) Business Days, (ii) by binding arbitration conducted pursuant to Section 20.3.

(c) To the extent Phoenix performs any of the Services itself, or retains third parties to do so, Vendor shall cooperate with Phoenix or such third parties at no additional charge. Such cooperation shall include:

(i) subject to Vendor’s standard security and confidentiality policies applicable to Vendor’s facilities, making any facilities being used by Vendor to provide the Services available (as necessary or desirable for Phoenix or a third party to perform its work);

(ii) making the Equipment and Software available;

(iii) assisting Phoenix in obtaining any required third party consents; and

(iv) providing such information regarding the operating environment, system constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for Phoenix or a third party to perform its work, provided, however, that if any of such information is to be disclosed to such a third party, such third party must first execute a reasonable confidentiality agreement with Vendor prior to receiving such information.

3.7 Overview of Services.

As part of the Services, Vendor shall provide data center Mainframe, Midrange, Web hosting, and disaster recovery, desktop computer/LAN/Server support, data and voice network, problem management and help desk services, print, and the other services, functions and responsibilities, each as described in Schedule A (Statement of Work).

3.8 Transition.

Vendor will perform all functions and services necessary to accomplish the transition of Phoenix’s IT operations (the " Initial Transition ") in accordance with the initial, high level, transition plan (the " Initial Transition Plan ") attached as Schedule L (Initial Transition Plan). Within thirty (30) days of the Effective Date, the parties shall mutually agree on a more detailed plan, which, upon such mutual agreement, shall supercede and replace Schedule L (Initial Transition Plan). For any New Services to be added and performed under this Agreement or for any Services to be provided under a Work Order, EDS will prepare an initial, high level transition plan (each, an

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" Additional Transition Plan ") which describes those functions and services that each Party will perform to accomplish the transition of such Services (each, an " Additional Transition ") to Vendor. Each such Additional Transition Plan shall be (a) with respect to Services to be provided pursuant to a Work Order, in an attachment to such Work Order; and (b) with respect to New Services, documented in an appropriate amendment to this Agreement. Within thirty (30) days of the effective date of the particular Work Order or amendment, the parties shall mutually agree on a more detailed plan which, upon mutual agreement of the parties, shall supercede and replace the initial Additional Transition Plan. Vendor will perform the Transition without causing a disruption to Phoenix (other than immaterial disruptions). No functionality of the operations being Transitioned shall be disabled until Vendor demonstrates to Phoenix’s satisfaction that it has fully tested and implemented equivalent capabilities for such functionality at its new location. Phoenix may monitor, test and otherwise participate in the Transition.

3.9 Transformation

Vendor shall transform certain portions of the Services (the " Transformation "). The Transformation will be performed in accordance with the initial, high level, transformation plan (the " Transformation Plan ") attached as Schedule W (Transformation Plan), which shall, among other things, indicate which Services are to be subject to the Transformation. Within thirty (30) days of the Amended and Restated Effective Date, the parties shall mutually agree on a more detailed plan, which, upon such mutual agreement, shall supercede and replace Schedule W (Transformation Plan). The Transformation Plan will contain the respective roles and responsibilities of the parties that are necessary in order for the Transformation to occur and the various milestones and estimated dates. The parties will perform the Transformation without causing a disruption to Phoenix or the Services (other than immaterial disruptions). No functionality of the operations subject to the Transformation shall be disabled until Vendor demonstrates to Phoenix’s satisfaction that it has fully tested and implemented equivalent capabilities for such functionality at its new location. Phoenix may monitor, test and otherwise participate in the Transformation

3.10 Phoenix Standards.

As requested by Phoenix from time to time, Vendor shall assist Phoenix in defining Phoenix’s information technology architectures and standards applicable to the Services on an ongoing basis (collectively, the "Phoenix Standards"). Phoenix will retain primary responsibility for determining the Phoenix Standards. The assistance to be provided by Vendor shall include:

(a) active participation with Phoenix representatives on permanent and ad-hoc committees and working groups addressing such issues;

(b) assessments of the then-current Phoenix Standards at a level of detail sufficient to permit Phoenix to make informed business decisions;

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(c) analyses of the appropriate direction for such Phoenix Standards in light of business priorities, business strategies, competitive market forces, and changes in technology;

(d) the provision of information to Phoenix regarding Vendor’s information technology strategies for its own business to the extent not considered proprietary to Vendor’s business;

(e) recommendations regarding then current and available information technology architectures and platforms, software and hardware products, information technology strategies, standards and directions, and other enabling technologies (which may or may not be reflected in the Technology Plans); and

(f) recommend then current and available appropriate information technology services (including platforms comprised of various hardware and software combinations) that support service level requirements, exploit industry trends in production capabilities and provide potential price performance improvement opportunities.

Without limiting the foregoing, Phoenix Standards shall include the then-current Phoenix technical architecture and product standards, as such standards may be modified by Phoenix from time to time.

3.11 End Users of the Services.

(a) Subject to Section 3.11(b) hereof, the Services may be used by Phoenix and, as directed by Phoenix, (i) its Affiliates and those third parties (such as suppliers, service providers and joint venturers) with whom, at any point during the Term, Phoenix or any Affiliate has a commercial relationship; and (ii) those persons and entities that, as determined by Phoenix, access Phoenix’s or any of its Affiliates’ IT infrastructure (for example, these who are registered/authorized users of Phoenix’s website and who are made known to Vendor) at any time during the Term through standard operating procedures (collectively, " End Users "). Vendor acknowledges that such access is on-going as of the Effective Date. Services provided to End Users shall be deemed to be Services provided to Phoenix.

(b) In accordance with Schedule A (Statement of Work), Vendor shall provide the Services to End Users at the Locations. If Phoenix requests that Vendor provide Services to End Users in or from a new location that is not located within 50 miles of a Location, then Vendor shall provide such Services as New Services. Vendor shall charge Phoenix for such New Services at a mutually agreed charge but Vendor will attempt to use the then current pricing scheme (inclusive of ARCs and RRCs) to the extent reasonably possible to assist in determining such charge.

3.12 Projects.

At Phoenix’s request, Vendor shall perform Projects. Charges for such Projects shall be determined in accordance with Section 7.1 of Schedule C (Charges). Projects shall be proposed and implemented in accordance with Section 7.2 of Schedule C (Charges).

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3.13 Relocation of Services.

(a) For those relocations of Services or portions of Services that deal with either the movement of: (i) Equipment, (ii) any client facing portion of the Services, or (iii) the Help Desk Service Tower (even if such move is within a particular city), Vendor shall not initiate such relocations to another location (including from those locations set forth in Exhibit A-2 to Schedule A (Statement of Work)) without Phoenix’s prior written consent, which consent should not be unreasonably withheld. Any request by Vendor for approval of such relocation shall designate (a) the Services and Vendor Personnel involved; (b) the reasons for such relocation; (c) the address (city and country except for Help Desk Service Tower, which must specify the street address) of the proposed new location; (d) the impact of the proposed relocation on the quality and delivery of the Services (both during relocation to the proposed locations(s) and after such relocation is complete); and (e) Vendor’s plan for transitioning the Services to the proposed location (including the dates on which such proposed transition would begin and be completed) (collectively, the " Relocation Information "). For the purposes of this Section 3.13, "client facing" shall mean any portion of the Services in which Vendor Personnel have direct contact and communication on a regular and consistent basis with Phoenix personnel or Phoenix End Users. Any moves other than those described in (i), (ii) or (iii) above may be performed by Vendor with notice to Phoenix (such notice to be given as soon as reasonably practical after Vendor has knowledge of such move), but such moves shall not require Phoenix’s approval. For such moves, Vendor will provide the Relocation Information to Phoenix, although the Parties agree that the provision of the Relocation Information does not have to occur prior to such move by Vendor. In no event will Vendor’s change in location (either with Phoenix approval or by giving notice to Phoenix) result in (A) any increase in the Charges to Phoenix or (B) any decrease or degradation in (x) the provision of the Services, (y) Service Levels, or (z) Vendor’s compliance with its security obligations hereunder or with Vendor Applicable Laws. In addition, in no event will Phoenix be the first Vendor client into a new Vendor site. Vendor shall demonstrate to Phoenix the safeguards established by Vendor at the proposed new location for the physical, organizational, technical and infrastructure safeguards to protect Phoenix Data and Confidential Information, representations regarding availability and competency of Vendor Personnel at such location, disaster recovery and business continuity plans applicable to such location, and that Phoenix’s Intellectual Property Rights will not be jeopardized and can be protected under local laws. If a request for relocation of the Services is approved by Phoenix for (i), (ii) or (iii) above where Phoenix’s approval is required, the Parties shall work together in good faith to agree the additional obligations of each Party arising from applicable local laws in the new location.

(b) If Phoenix approves the relocation of the Services to a new location under this Section 3.13(a) and (b), Vendor shall remain responsible for compliance with all of its obligations under this Agreement with respect to the relocated Services and maintenance of the Service Levels set forth in this Agreement. If initiated by Vendor, any such approved relocation shall be at Vendor’s sole expense, and Phoenix shall not be responsible for any such expenses incurred and in no event shall Phoenix be

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responsible for increases in Charges based upon any such relocation. Vendor shall be responsible for complying with all Vendor Applicable Laws, including United States export laws and import laws of the new location, with respect to its relocation effort and the provision of Services from the site to which such Services are relocated.

(c) In the event Phoenix desires to initiate a relocation of the Services by Vendor, such relocations shall be subject to the change control provisions of Section 10.5.

3.14 Services Impacted by Katz.

Notwithstanding any other provision of this Agreement, including Section 3.3, Vendor shall not be obligated to provide any Services, or enhance the Services in such a way, that, in Vendor’s sole discretion, may give rise to a claim asserted by Ronald A. Katz, Ronald A. Katz Technology Licensing L.P., A2D L.P., or any successors or assigns of such entities for infringement arising out of, under or in connection with the provision of help desk services, call centers, or automated attendant services involving computer telephony integration.

3.15 Delivery and Acceptance.

(a) General . Deliverables provided under a Work Order shall be accepted by Phoenix in accordance with the acceptance testing procedures set forth, as applicable, in the respective Work Orders. If the applicable Work Order does not contain acceptance testing procedures as to any Deliverable provided under a Work Order, then the default procedures set forth in this Section 3.15 shall govern.

(b) Delivery and User Acceptance Testing Period . Upon Vendor’s determination that a Deliverable provided under a Work Order materially conforms to all specifications and requirements set forth in Schedule A (Statement of Work), such Work Order and any other requirements agreed to in writing by the Parties (collectively, the " Specifications "), Vendor shall deliver such Deliverable to Phoenix for acceptance testing. Phoenix shall thereafter have thirty (30) days, or such time as otherwise expressly set forth in the applicable Work Order (the " User Acceptance Testing Period "), to review and test the Deliverable for compliance with the Specifications. Phoenix may perform such additional testing (including without limitation performance and integration testing) as may be set forth in the applicable Work Order in order to determine if the Deliverable materially conforms to the Specifications (the " Additional Tests ") within the time frames set forth therein.

(c) Failure and Correction . Phoenix shall accept the Deliverable at such time as (i) Phoenix, in its reasonable discretion, determines that the Deliverable materially conforms to the applicable Specifications and passes the Additional Tests (if any), and (ii) Phoenix confirms to Vendor its acceptance of such Deliverable in writing. No Deliverable will be deemed accepted by Phoenix unless Phoenix notifies Vendor of such acceptance in writing. Should Phoenix determine that any Deliverable fails to materially conform to all Specifications (a " Failure "), it shall notify Vendor of such Failure within ten (10) Business Days of the expiration of the respective testing period (or such longer time period as may be expressly set forth in the applicable Work Order (the " Notification

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Deadline "), and Vendor shall, at no cost to Phoenix, correct so as to materially conform to the applicable Specifications and redeliver such Deliverable to Phoenix within five (5) Business Days of such notice (or such longer time period as may be expressly set forth in the applicable Work Order) (in either case, the " Correction Period "). If Vendor has not received notice from Phoenix by the Notification Deadline specifying either Phoenix’s acceptance of the Deliverable or Failures related to such Deliverable then (A) such Deliverable shall be assumed to have been rejected by Phoenix; and (B) Vendor shall notify Phoenix that it has not received such written notice from Phoenix. Upon receipt of such notice, Phoenix shall have five (5) Business Days (or such longer time period as may be expressly set forth in the applicable Work Order) to either accept such Deliverable in writing or notify Vendor of a Failure. If Phoenix does not accept the Deliverable or Services or provide notice of a Failure within the time period set forth in the immediately preceding sentence, then the Deliverable will be deemed accepted by Phoenix. If Vendor receives a Failure notice, but is unable to correct and redeliver such Deliverable within the applicable Correction Period so as to materially conform to the applicable Specifications, it shall notify Phoenix of such in writing and include in such notice a good faith estimate of the number of Business Days required for Vendor to correct and redeliver such Deliverable. Vendor shall correct and redeliver such Deliverable within such time period so as to make the Deliverable materially conform to the applicable Specifications. In the event Vendor is unable to correct the Deliverable so as to make it materially conform to the Specifications, in addition to Phoenix’s other remedies under this Agreement, at law or in equity, may terminate the applicable Work Order or part thereof, upon which (i) Phoenix shall return the relevant Deliverable to Vendor; and (ii) Vendor shall promptly provide Phoenix a full refund of the fees and expenses paid by Phoenix for the relevant Deliverable which does not so comply, and for all related Deliverables which Phoenix would not be able to use for their respective intended purposes because of the failed Deliverable.

4. TERM OF AGREEMENT

4.1 Term.

The term (" Term ") of this Agreement shall begin on the Amended and Restated Effective Date and shall expire on the seventh anniversary of the Amended and Restated Effective Date, unless terminated earlier or extended in accordance with this Agreement.

4.2 Extension of Term.

Vendor shall provide Phoenix written notice not less than nine (9) months prior to the then-existing expiration date of this Agreement of such upcoming expiration. No less than six (6) months prior to such upcoming expiration, Phoenix shall have the right to extend the Term of this Agreement for up to one (1) year (but for no less than 6 months) on the terms and conditions then in effect. With regard to such extension period, the Parties may adjust the refresh schedule and any other terms and conditions of this Agreement. Phoenix shall have three (3) such extension options.

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4.3 Work Order Term.

Each Work Order will contain, in addition to the Work Order Commencement Date, the term for such Work Order.

5. PERSONNEL

5.1 Key Vendor Positions.

(a) " Key Vendor Positions " shall be the positions set forth as such in Schedule S (Key Vendor Positions). Vendor shall cause each of the Vendor Personnel filling the Key Vendor Positions to devote substantially full time and effort to the provision of Services to Phoenix. Except with respect to the Vendor Implementation Manager(s) (as that term is defined in the Transition Plan or the Transformation Plan, as applicable), once assigned to a Key Vendor Position, the specific individuals which are noted in Schedule S shall remain on the Phoenix account in such position for at least eighteen (18) consecutive months so long as they remain employed by Vendor. If an employee of an Approved Subcontractor is assigned to a Key Vendor Position, Vendor shall obtain commitments from that Approved Subcontractor to comply with the requirements of this Section 5.1 with respect to such position. Phoenix may from time to time change the positions designated as Key Vendor Positions as long as the total number of such Key Vendor Positions does not increase. The requirements of this Section 5.1(a) shall not apply to an individual filling a position that Phoenix changes from a Key Vendor Position to a non-Key Vendor Position.

(b) Vendor shall designate an individual to serve as " Vendor Account Executive ". The Vendor Account Executive shall:

(i) be one of the Key Vendor Positions;

(ii) serve as the single point of accountability for Vendor for the Services;

(iii) have day-to-day authority for undertaking to ensure customer satisfaction; and

(iv) be located at Phoenix’s corporate headquarters in Hartford, Connecticut or other location reasonably designated by Phoenix from time to time.

(c) Before assigning an individual to a Key Vendor Position, whether as an initial assignment or a subsequent assignment, Vendor shall advise Phoenix of the proposed assignment and introduce the individual to the appropriate Phoenix representatives. Phoenix shall have the right to:

(i) interview and approve any personnel proposed by Vendor to fill a Key Vendor Position; and

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(ii) require Vendor to remove and replace such personnel at any time, in its sole discretion, provided that Phoenix does not request the removal of any personnel for reasons prohibited by law, and provided that reasonable notice (which may be immediate, depending on the circumstances surrounding the removal) is given.

(d) If Phoenix objects in good faith to the proposed Key Vendor Position assignment, the Parties shall attempt to resolve Phoenix’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Phoenix’s concerns within five (5) working days, Vendor shall not assign the individual to that position and shall propose to Phoenix the assignment of another individual of suitable ability and qualifications. Except with Phoenix’s consent, individuals filling Key Vendor Positions may not be transferred or re-assigned to other positions with Vendor or its Affiliates until a suitable replacement has been approved by Phoenix, and no such transfer shall occur at a time or in a manner that would have an adverse impact on delivery of the Services. Vendor shall establish and maintain an up-to-date succession plan for the replacement of individuals serving in Key Vendor Positions that shall be reviewed with Phoenix on a regular basis.

(e) Except with respect to the Vendor Implementation Manager, so long as an individual is assigned to a Key Vendor Position, and for twelve (12) months, thereafter, Vendor shall not assign such individual to perform services for the benefit of any Phoenix Competitor, unless such assignment is approved by Phoenix, in advance and in writing.

5.2 Transitioned Personnel.

(a) Within sixty (60) days of the Effective Date, Vendor shall offer employment to certain Affected Employees as set forth in Exhibit D-1 to Schedule D (Transitioned Personnel). " Transitioned Employees " shall mean those Affected Employees who receive and accept such offers and become employed by Vendor effective as of such Service Tower Commencement Date or such other date as to which the Parties agree. The provisions of Schedule D (Transitioned Personnel) shall apply to offers of employment to Affected Employees and for employment of Transitioned Employees.

(b) Certain of the Transitioned Employees, as identified in Schedule D (Transitioned Personnel), are employees who Phoenix believes are critical to Vendor in providing the Services (" Key Transitioned Employees "). During the twenty-four (24) months following the earliest Transitioned Employee Hiring Date (or such other period designated in Schedule D (Transitioned Personnel) without Phoenix’s prior written approval Vendor may not transfer or re-assign a Key Transitioned Employee from performing the Services for Phoenix so long as they remain employed by Vendor. If, within the period that is twenty-four (24) months from the earliest Transitioned Employee Hiring Date, Vendor either (i) terminates a Key Transitioned Employee without cause, or (ii) reassigns any such Key Transitioned Employee to any account for work other than the Phoenix account, then Vendor shall pay to Phoenix an amount on a per event basis as described in the following two sentences. If either of such events occurs within the first twelve (12) months of the earliest Transitioned Employee Hiring Date,

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such amount will be the then current annual current base salary of such Key Transitioned Employee in his/her employment with Vendor. If either of such events occurs within the period from the thirteenth (13th) month up to, and including, the twenty-fourth (24th) month from the earliest Transitioned Employee Hiring Date, such amount will be equal to one-half of the then current annual current base salary of such Key Transitioned Employee in his/her employment with Vendor. Any such amount(s) will be credited to Phoenix on the next month’s invoice following the occurrence of such event.

(c) Phoenix has contracted for the services of non-employee personnel who immediately prior to the Effective Date were performing services similar to the Services (" Phoenix Contractor Personnel "). With regard to the agreements for Phoenix Contractor Personnel (" Phoenix Contractor Agreements "), such Phoenix Contractor Agreements shall be terminated or, subject to obtaining Required Consents in the manner provided in Section 6.7, assigned to Vendor. The action of termination or assignment for particular Phoenix Contractor Agreements shall be in accordance with a plan prepared by Vendor and approved by Phoenix. Vendor shall be responsible for the costs, charges and fees associated with such actions.

5.3 Qualifications, Retention and Removal of Vendor Personnel.

(a) Vendor shall assign an adequate number of Vendor Personnel to perform the Services. Vendor Personnel shall be properly educated, trained and fully qualified for the Services they are to perform. If any portion of the Services of Vendor Personnel are a separately chargeable resource, Vendor shall not charge Phoenix for the costs of training Vendor Personnel, including the time necessary for such Vendor Personnel to become familiar with Phoenix’s account or business.

(b) Phoenix and Vendor agree that it is in their best interests to keep the turnover rate of Vendor Personnel to a low level. Vendor shall provide Phoenix with a semi-annual turnover report regarding Vendor’s turnover rate for those Vendor personnel who are either on site at Phoenix Locations or are totally dedicated to providing the Services to Phoenix during the applicable period in a form reasonably acceptable to Phoenix, and Vendor shall meet with Phoenix promptly after the provision of each such report to discuss the reasons for, and impact of, such turnover rate. If appropriate, Vendor shall submit to Phoenix its proposals for reducing the turnover rate, and the Parties shall mutually agree on a program to bring the turnover rate down to an acceptable level. In any event, Vendor shall keep the turnover rate to a low level, and notwithstanding transfer or turnover of Vendor Personnel, Vendor remains obligated to perform the Services without degradation and in accordance with this Agreement.

(c) While at Phoenix’s premises (or the premises of others receiving the Services under this Agreement), Vendor Personnel shall (i) comply with all reasonable requests, and all rules and regulations, regarding personal and professional conduct (including the wearing of an identification badge and adhering to regulations and general safety, dress, behavior, and security practices or procedures) generally applicable to such premises; and (ii) otherwise conduct themselves in a businesslike and professional manner.

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(d) If Phoenix determines in good faith that the continued assignment to Phoenix’s account of one or more of Vendor Personnel is not in the best interests of Phoenix, then, upon reasonable notice from Phoenix, Vendor shall replace that person with another person of equal or superior ability and qualifications. Vendor shall ensure that such replacement has received sufficient and necessary information to accomplish a satisfactory knowledge transfer from the Vendor Personnel being replaced and is sufficiently trained so as to assure continuity of the Services without adverse impact. Notwithstanding the foregoing, where Phoenix notifies Vendor that Phoenix has determined that the concern is of such a nature that such Vendor Personnel should be removed immediately (albeit possibly temporarily) from Phoenix’s account, Vendor shall immediately remove such individual(s) from Phoenix’s account. In any event, any request by Phoenix to remove an individual from Phoenix’s account shall not be deemed to constitute a termination of such individual’s employment by Vendor and in no event shall Phoenix be deemed an employer of any such person. Notwithstanding the above or any other provision in this Agreement to the contrary, the rights of Phoenix in this Section 5.3(d) shall be restricted to those Vendor personnel that either (i) are located at a Phoenix facility, or (ii) have direct contact with Phoenix or a End User (including any Phoenix clients).

(e) Where allowed by applicable laws, Vendor shall conduct background checks and drug screening of all Vendor Personnel involved in performing the Services in compliance with Vendor’s standard policies regarding same, prior to assigning such Vendor Personnel to perform Services under this Agreement. Notwithstanding the foregoing, Phoenix reserves the right to have Vendor conduct an additional background check on all Vendor Personnel who are involved in performing the Services in the event Phoenix has a reasonable suspicion or cause to perform such a background check on any such Vendor Personnel, with such additional background check being at Phoenix’s cost and expense. The background checks performed by Vendor shall comply with the Vendor policies reflected in Schedule Q for the particular countries for the Vendor Personnel in the various locations reflected in Exhibit A-2 to Schedule A (Statement of Work).

6. RESPONSIBILITY FOR RESOURCES

6.1 Generally.

Except to the extent specifically provided elsewhere in this Agreement, Vendor shall be responsible for providing all resources (including Equipment, Software, facilities and personnel) necessary or desirable to provide the Services, and all Equipment Capital Costs, Equipment Operational Support Costs, Software Capital Costs, and Software Operational Support Costs (each as defined below in Sections 6.3 and 6.5) relating to those resources, and shall only recover such costs through the corresponding charges specified in this Agreement. Vendor shall permit Phoenix, or any third-party provider of services to Phoenix, to establish and maintain uninterrupted remote access to the Applications Software and any software running on Equipment and used to provide the Services, and, upon request and subject to Vendor’s standard security and confidentiality policies within its sites, on site access to any Vendor facility at which Services are performed; provided, however, that if Phoenix requests that a Vendor Competitor have site access, such Vendor Competitor will be subject to Vendor’s standard security policies.

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6.2 Acquired Equipment.

(a) On the Effective Date, Vendor purchased and Phoenix conveyed to Vendor, any and all of Phoenix’s right, title and interest in and to the Existing Owned Equipment pursuant to the Form Quit Claim Bill of Sale (the " Acquired Equipment ") attached as Schedule O (Form Quit Claim Bill of Sale).

(b) Vendor shall lease back to Phoenix the Acquired Equipment, without additional consideration, for a lease term commencing on the Effective Date and ending immediately prior to the applicable Service Tower Commencement Date. During the lease term, Phoenix will maintain and use the Acquired Equipment in a manner consistent with maintenance and use prior to the lease term. As of the applicable Service Tower Commencement Date, Phoenix will turn over the Acquired Equipment to Vendor in as good order and condition as of the Effective Date, reasonable wear and tear excepted.

(c) Following the Effective Date, the Parties may agree in writing that Phoenix may lease or sublease to Vendor certain real property for the provision of the Services. In such an instance, the terms of any such arrangement will be set forth in a separate schedule hereto.

(d) In consideration of the transfer of title of the Acquired Equipment, on the Effective Date Vendor shall pay to Phoenix the consideration set forth in Section 10.1 of Schedule C (Charges) by wire transfer of immediately available federal funds. If, following the Effective Date, it emerges that there is a discrepancy between the list of Acquired Equipment and the Equipment that is actually transferred to Vendor, the Parties shall meet to discuss an appropriate adjustment to such consideration.

(e) Phoenix shall (without additional consideration) execute such additional documents and take such additional actions as are reasonably necessary to convey title in Vendor to the Acquired Equipment.

6.3 Financial Responsibility for Equipment.

(a) As of the Amended and Restated Effective Date, financial responsibility for the Acquired Equipment and Retained Phoenix Equipment shall be as follows: (A) Vendor shall have responsibility for (i) the acquisition and ownership costs for Acquired Equipment, including current and future Equipment, upgrades, enhancements, growth and technology refreshments (" Equipment Capital Costs ") and (ii) all costs and expenses related to operational support, including installation, support, hardware maintenance, disaster recovery, service levels, and moves, adds and changes (" Equipment Operational Support Costs ") with respect to the Acquired Equipment and Retained Phoenix Equipment; and (B) Phoenix shall be responsible for the Equipment Capital Costs for the Retained Phoenix Equipment. The respective financial obligations with respect to the Equipment shall be reflected in the financial responsibility matrix (the " FRM ")

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attached as Exhibit C-14 to Schedule C (Statement of Work). In the event there is a conflict between the provisions of this Agreement and the FRM as to such financial responsibilities of the Parties, the FRM will control and govern.

(b) Equipment Refresh . Vendor shall refresh the Equipment in accordance with Schedule E (Equipment Refresh).

6.4 Equipment Access and Operational and Administrative Responsibility.

(a) Access . Phoenix shall grant Vendor the same rights of access and use that Phoenix has to Equipment used by Phoenix immediately prior to the Effective Date to provide services to itself or others (subject to the Parties having obtained any Required Consents therefore and solely to the extent necessary to provide the Services). Access and use of the Equipment by Vendor shall be subject to compliance with the security provisions set forth in Schedule A (Statement of Work).

(b) No Warranties . All Equipment transferred, provided or made available to Vendor and Approved Subcontractors under this Agreement by Phoenix is provided or made available on an "AS IS, WHERE IS" basis, with no warranties whatsoever; provided however that, to the extent assignable, Phoenix hereby assigns to Vendor, and Vendor shall have and be entitled to, the benefits of any manufacturers" warranties and indemnities issued with the Acquired Equipment. Notwithstanding anything to the contrary contained in this Agreement, Phoenix and its Affiliates shall not be responsible for any breach of any of such manufacturers’ warranties and indemnities, and no breach thereof shall affect the limitation on liabilities, rights and obligations of the Parties set forth in this Agreement.

(c) Pass-Through Equipment . With respect to Equipment where the Parties agree that Vendor’s or its Affiliates’ financial responsibility is to be on a Pass-Through Expense basis, if any, such Equipment shall be purchased or leased in the name of Phoenix (or its designated Affiliate) unless Phoenix expressly designates otherwise. If such Equipment is leased, Vendor shall comply with the operational and confidentiality requirements imposed on Phoenix (or, if applicable, on Phoenix’s Affiliates) under the leases approved by Phoenix for such Equipment. The method of acquisition by Phoenix shall not alter the Parties’ allocation of responsibility for Equipment Capital Costs and Equipment Operational Support Costs under Sections 6.3 and 6.4.

(d) Disposal of Equipment Owned or Leased by Phoenix . As directed by Phoenix, Vendor shall dispose of Equipment owned (legally or beneficially) or leased (in accordance with the applicable requirements of the lease) by Phoenix and no longer needed for the provision of the Services. Prior to disposal of Equipment, Vendor shall ensure that all hard drives are repartitioned and reformatted to ensure the erasure of all Phoenix Data. Vendor shall pay to Phoenix the positive difference, if any, between the value received by Vendor for such Equipment and the costs reasonably incurred by Vendor in disposing of such Equipment.

(e) Disposal of Equipment Not Owned by Phoenix . Vendor shall be responsible for the disposal of Equipment provided by Vendor or its subcontractors (including

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equipment transferred to Vendor) and no longer required for the provision of the Services. Prior to disposal of Equipment, Vendor shall ensure that all hard drives are repartitioned and reformatted to ensure the erasure of all Phoenix Data. Vendor shall be responsible for all costs, charges or fees associated with the disposal of such Equipment.

6.5 Financial Responsibility for Software.

(a) All current licenses to Software shall be retained in the name of Phoenix as licensee. As of the Amended and Restated Effective Date, subject to Section 6.5(c), financial, administrative and operational responsibility for Software, including (i) all costs for current and future packages, new releases, expanded license rights, growth and technology refreshment (" Software Capital Costs ") and (ii) all costs and expenses related to operational support, including installation, support, software maintenance, and achieving Service Levels (" Software Operational Support Costs ") shall be allocated between the Parties as provided in Schedule F (Systems Software and Third Party Contracts). In addition, Vendor shall be responsible for all of the costs described in (a)(i) and (ii) above relating to the Software listed in Schedule F ) (Systems Software and Third Party Contracts) (excluding any Software listed on Schedule I-1 (Existing Applications Software)). For that Software for which Vendor has financial responsibility, Vendor shall pay directly, or promptly reimburse Phoenix if Phoenix (or any of its Affiliates) has paid, all such costs that are attributable to periods from and after the assumption of such responsibility. The FRM will also reflect the respective financial obligations with respect to the Software and in the event there is a conflict between the provisions of this Agreement, Schedule F and the FRM as to such financial responsibilities of the Parties, the FRM will control and govern. The Parties acknowledge that the FRM addresses tools to be used in the provision of the Services in a general manner, both as to current and any future tools. As to such tools for which it has financial responsibility, Vendor will have discretion as to which tools Vendor will use in the provision of the Services as long as they comply with the requirements of this Agreement as to meeting Phoenix policies, etc. In the event the FRM shows that Vendor has financial responsibility as to a tool, but Phoenix requests a certain tool for use in the provision of the Services or New Services which would have been within Vendor’s discretion as stated above, then, notwithstanding the FRM, Phoenix shall bear full financial responsibility for such requested tool(s).

(b) Licenses .

(i) Vendor shall obtain all licenses for any new Systems Software acquired during the Term and for any modifications, upgrades, and enhancements of Existing Third Party Systems Software, in Phoenix’s name, except for the following Software which may be licensed in Vendor’s name but which in all events must be "Commercially Available Software": (A) Software used on Equipment owned by Vendor where the third-party licensor requires the owner of the Equipment to be the licensee for such Software; (B) Software used on behalf of Vendor customers in addition to Phoenix in shared services centers (unless such Software is being used for the sole purpose of providing the Services to Phoenix) (" Shared Software ") and (C) Software licensed by Vendor under a Vendor enterprise agreement.

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(ii) Notwithstanding the foregoing requirement that Phoenix shall be the licensee for Systems Software, if Vendor can demonstrate to Phoenix’s satisfaction an economic advantage from Vendor, a Vendor Affiliate, or an Approved Subcontractor being the licensee of any particular Systems Software, then Vendor, such Vendor Affiliate, or such Approved Subcontractor may (after obtaining Phoenix’s approval) be the licensee if Vendor provides Phoenix and its Affiliates with a perpetual license (with commercially reasonable maintenance terms) for such Systems Software which shall become effective upon the expiration or termination of this Agreement (or the portion of this Agreement to which such Systems Software relates). If Vendor is unable to obtain such perpetual license right but there is still a demonstrable economic advantage to Phoenix from Vendor (or an Vendor Affiliate or Approved Subcontractor) being the licensee of the Systems Software, Vendor shall notify Phoenix in writing of its inability to obtain for Phoenix such a perpetual license and of any available alternative licensing terms along with a description of other software which might be used to accomplish the same purpose, which could be licensed as desired by Phoenix and the financial/operational impact of choosing such alternate software; with Phoenix’s prior approval, Vendor (or an Vendor Affiliate or Approved Subcontractor) may license such software directly for use in providing the Services.

(c) Applications Software . Except as set forth in this Section 6.5 or unless otherwise set forth in a Work Order, Vendor’s financial responsibility for Software Capital Costs shall not extend to Applications Software. Notwithstanding the foregoing, (i) Vendor shall be responsible for providing Vendor Applications Software Operational Support Services with respect to all Application Software; and (ii) if Vendor elects to operate any Applications Software on a shared platform, and such election results in any incremental increase in the Software Capital Costs or Software Operational Support Costs in relation to such Applications Software, Vendor shall be responsible for such incremental costs.

6.6 Third-Party Service Contracts.

As of the Amended and Restated Effective Date or Work Order Effective Date, as applicable, financial, administrative and operational responsibility for Phoenix’s and its Affiliates’ Third Party Service Contracts shall be allocated as set forth on Schedule F (Systems Software and Third Party Contracts) or the applicable Work Order, as applicable. For those Third Party Service Contracts for which Vendor has financial responsibility, Vendor shall pay directly, or promptly reimburse Phoenix if Phoenix (or any of its Affiliates) has paid, all such costs that are attributable to periods from and after the assumption of such responsibility. Vendor and its Affiliates shall comply with the duties imposed on Phoenix and its Affiliates by such Third Party Service Contracts. In the event there is a conflict between Schedule F (Systems Software and Third Party Contracts), a Work Order and/or the FRM as to such financial responsibilities of the Parties with regard to Third Party Service Contracts, the order of precedence shall be first, the Work Order; second the FRM; and third, Schedule F (Systems Software and Third Party Contracts).

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6.7 Required Consents.

Vendor and its Affiliates shall be responsible, with Phoenix’s and its Affiliates’ reasonable co-operation and subject to the provisions of Section 6.6, for performing all administrative activities necessary for obtaining the Required Consents for Software, Equipment and Third Party Service Contracts as necessary to perform the Services upon mutually acceptable terms and conditions, and Phoenix shall be responsible for any and all fees (including transfer or upgrade fees, additional licenses, sublicenses, and maintenance fees) required to obtain such Required Consents. The Parties shall cooperate with each other so as to minimize such costs and ensure that mutual agreement exists as to acceptable terms and conditions for the provision of any such Required Consent. As and to the extent consent is obtained for Vendor and its Affiliates to manage and utilize the Software or a contract but the relevant license or such contract remains in Phoenix’s or an Affiliate’s name, Phoenix and its Affiliates shall exercise permissible termination, extension, and other rights thereunder as Vendor, after consultation with Phoenix, reasonably directs. If a Required Consent is not obtained, then, unless and until such Required Consent is obtained, Vendor shall determine and promptly adopt, subject to Phoenix’s prior written approval, such alternative approaches as are necessary and sufficient to provide the Services without such Required Consents (including, without limitation, modifications to the applicable Transition Plan) and, subject to consultation with and agreement by Phoenix, an applicable Service Tower Commencement Date or Work Order Commencement Date affected by such unavailable Required Consents shall be adjusted accordingly.

6.8 Straddle Agreements.

If a Straddle Agreement is discovered by the Parties after the Effective Date or the Work Order Effective Date, as applicable, within ninety (90) days of the date of discovery the Parties shall undertake to establish the following: (i) the most appropriate, including the most cost effective, method of leveraging such Straddle Agreement for the benefit of both Parties; (ii) whether the Straddle Agreement should be assigned to Vendor; (iii) whether or to what extent Vendor should assume financial responsibility for the Straddle Agreement; and (iv) adjustments to make, if any, to Vendor’s Charges. Such agreements of the Parties shall be retroactively effective from the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable. If the Parties do not agree on the foregoing matters with respect to a particular Straddle Agreement, subject to Section 3.5, Vendor shall remain responsible, without use or benefit of the Straddle Agreement, for performing the Services.

6.9 Allocation of Balloon, Roll-Over and Similar Payments

Where any cost has been apportioned between the Parties for contracts entered into by Phoenix commencing before the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable, for Equipment, Software, or Third Party Service Contracts, and such contracts include an obligation to make payment for any roll-over of costs for periods prior to the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable, Phoenix

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shall be solely responsible for such costs associated with any remaining obligation for such prior period. Additionally, if lease, license, maintenance, service charges or other periodic payments increase under any such contract after the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable (other than to account for cost of living or similar increases), including balloon or similar payments, all such payments shall be recalculated so that, as between the Parties, the entire cost shall be amortized evenly over the entire Term. Vendor shall be responsible only for those recalculated costs that are attributable to periods after the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable, and Phoenix shall be responsible for all other payments. Phoenix shall, at Vendor’s option, either pay directly or reimburse Vendor for any roll-over costs and recalculated costs which relate to periods prior to the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable. Provided that Phoenix has given Vendor all necessary information and documentation, within one hundred twenty (120) days after the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable, the Parties shall agree on whether there are any contracts that fall within the provisions of this Section 6.9 and schedule the allocation of any costs.

6.10 Equipment Disposed of or Purchased or Leased by Phoenix between the Effective Date and a Service Tower Commencement Date.

The following procedures shall govern Phoenix’s disposal of Existing Equipment, and purchase or lease of new Equipment, during a period between the Effective Date and the applicable Service Tower Commencement Date (the " Interim Period "): If Phoenix desires to purchase or dispose of any Equipment outside of the ordinary course of its normal business activities during the Interim Period, Phoenix shall notify Vendor of such desire and the Parties shall agree upon whether a credit or adjustment to the charges set forth in Section 6.5 of Schedule C (Charges) is required to account for such activity.

7. SOFTWARE AND PROPRIETARY RIGHTS

7.1 Phoenix Software.

(a) Subject to Section 7.4, Phoenix retains all right, title and interest in and to Phoenix Software, including all modifications, enhancements, and derivative works relating thereto. Phoenix grants to Vendor (and its Approved Subcontractors if and to the extent required to provide the Services) a worldwide, fully paid-up, nonexclusive license during the Term to use Phoenix Software solely to the extent necessary for performing the Services for the benefit of Phoenix, Phoenix’s Affiliates, and other End Users. Phoenix Software shall be made available to Vendor in such form and on such media as exists on the Effective Date or as is later obtained by Phoenix, together with available documentation and any other related materials.

(b) Vendor shall not: modify, reverse engineer, reverse assemble or reverse compile any Phoenix Software; distribute, rent, lease, sublicense or transfer any Phoenix Software to any third party; use the Phoenix Software in a service bureau or time-sharing

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arrangement, or otherwise allow direct or indirect use of any Phoenix Software by any third party without the prior written consent of Phoenix, which may be withheld at Phoenix’s sole discretion. Vendor shall not use Phoenix Software for the benefit of any entities other than Phoenix, Phoenix’s Affiliates, and other End Users, without the prior written consent of Phoenix, which may be withheld at Phoenix’s sole discretion. Except as otherwise requested or approved by Phoenix, Vendor shall cease all use of Phoenix Software upon expiration or termination of this Agreement and deliver to Phoenix, or, at Phoenix’s written request, destroy any copies of, such Phoenix Software.

7.2 Vendor Software.

(a) Subject to Section 7.4, Vendor retains all right, title and interest in and to Vendor Software, including all modifications, enhancements, and derivative works relating thereto. In providing the Services, Vendor shall not introduce any Vendor Software without Phoenix’s prior written approval, which approval Phoenix may withhold in its sole discretion; provided, however that Vendor may introduce any Vendor Software to be used as Shared Software without approval from Phoenix. Vendor shall be responsible for installing, operating and maintaining Vendor Software at its own expense.

(b) As and to the extent necessary for Phoenix to perform work as permitted under this Agreement for the benefit of Phoenix, Vendor grants to Phoenix a worldwide, fully paid-up, nonexclusive license during the Term to use Vendor Software as it exists from time to time during the Term to perform such work during the Term. Subject to the execution of reasonable confidentiality agreements with the third party, Vendor also grants to Phoenix the right to sublicense Vendor Software to a third party for such third party to perform work as permitted under Sections 3.6 and 21.10 of this Agreement for the benefit of Phoenix.

(c) As mutually agreed by the Parties, Vendor shall deposit a copy of the source code and object code of the Vendor Software, along with programmer interfaces, available documentation, manuals and other materials necessary for the Use thereof (collectively, the " Deposit Materials ") with a third party escrow agent designated by Phoenix pursuant to an escrow agreement entered into by and among the Parties and such escrow agent, which escrow agreement shall be substantially in the form of Schedule T (Escrow Agreement) which the Parties acknowledge having executed on the Effective Date. Any and all costs of the escrow arrangement shall be borne by Phoenix. For no additional consideration, Vendor grants to Phoenix, for the purpose of providing services similar to the Services to Phoenix (but in no event shall Phoenix have the right to commercially exploit such license or Vendor Software), a perpetual, worldwide, fully paid-up, nonexclusive license to Use Vendor Software (including the Deposit Materials), provided, however, that Phoenix shall not exercise the licenses granted to it in this Section 7.2(c) until the earlier of: (i) the expiration or termination of this Agreement; or (ii) the occurrence of any of the events listed in Section 21.7 of this Agreement; or (iii) the failure to meet its obligations with respect to Vendor Software under Sections 3.6 or 21.10 of this Agreement. Phoenix’s confidentiality obligations with respect to such Vendor Software shall survive and continue to apply to this license. Phoenix also has the right, subject to the execution of reasonable confidentiality agreements with the

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third party, to sublicense such Vendor Software to a third party to perform services similar to the Services for the benefit of Phoenix, and through Phoenix to Phoenix’s Affiliates, and other End Users in a manner similar to that permitted during the Term of this Agreement. The Parties shall mutually agree on applicable terms for Vendor’s support (including new releases and updates) of such Software after expiration or termination of this Agreement; provided that such terms shall be generally the same as those terms offered by Vendor to any other third party. Phoenix shall not be obligated to purchase support, and Vendor shall not be obligated to provide support, for such Vendor Software if the Parties are unable to agree upon the applicable terms for such support. Vendor’s obligations under this Section 7.2(c) also apply to Vendor Software that is distributed (but not owned) by Vendor, to the extent Vendor has, without payment of additional consideration to a third-party (unless Phoenix agrees to reimburse Vendor for such consideration), the applicable rights.

(d) As of the Effective Date, the Parties do not intend for Vendor to use any Vendor Application Software other than for Vendor’s own internal or administrative use. If during the Term the Parties agree that the scope of the Services should be expanded such that Vendor should use Vendor Application Software, they shall enter into a separate written license agreement governing such use. Absent such separate written license agreement, Phoenix shall have no express or implied right to use Vendor Application Software. Notwithstanding the foregoing in this Section 7.2 (d), if the provision of the Services under a particular Work Order would require a license of Vendor Application Software from Vendor to Phoenix in order for Phoenix to be able to receive and use such Services, such license will be granted by Vendor in the manner reflected in Section 7.5.

7.3 Third-Party Software.

(a) Grant of Rights . With respect to the Third Party Software licensed by Phoenix, subject to the Parties having obtained any Required Consents for such Third Party Software, Phoenix grants to Vendor to the extent necessary for performing the Services, the rights of use of such Software that Phoenix has as of the Effective Date or later obtains with respect to such Software. Vendor shall comply with the duties, including use and non-disclosure restrictions imposed on Phoenix by the licenses for such Third Party Software, and Vendor shall not seek to modify or otherwise revoke the terms of such licenses without Phoenix’s prior written consent. Except as otherwise requested or approved by Phoenix, or with respect to operating system Software that (i) is licensed for use on Equipment that Phoenix does not elect to purchase or assume the lease pursuant to Section 21.10 and (ii) may not be transferred to Phoenix for use on other Equipment, Vendor shall cease all use of such Software upon expiration or termination of this Agreement.

(b) Third Party Applications Software . Unless otherwise specified in a Work Order, Vendor shall not introduce any Third Party Applications Software in providing the Services without Phoenix’s prior written approval, which Phoenix may withhold in its discretion.

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(c) Third Party Systems Software Acquired During the Term . With respect to any Third Party Systems Software acquisitions that are made in Vendor’s name, prior to the introduction of such Software, Vendor shall comply with the following:

(i) Vendor shall use Commercially Reasonable Efforts to obtain for Phoenix, Phoenix Affiliates and End Users a perpetual, non-exclusive license to Use such Software at the expiration or termination of this Agreement and at no additional charge to Phoenix (and Vendor shall use Commercially Reasonable Efforts to include in such licenses appropriate source code escrow terms to ensure that Phoenix, Phoenix Affiliates, and End Users can exercise the foregoing license); or

(ii) If Vendor is unable to obtain such license, Vendor shall notify Phoenix of its inability to obtain such a license and of the cost and viability of any other software that can perform the requisite functions and with respect to which Vendor has the ability to obtain such a license. Such notice shall contain the proposed third-party vendor’s then current terms and conditions, if any, for licensing the software to Phoenix in accordance with 7.3(c)(i). With Phoenix’s prior approval, Vendor may introduce such software in providing the Services; provided, however that Vendor may introduce any Third Party Systems Software to be used as Shared Software without approval from Phoenix provided such Shared Software is Commercially Available Software. Moreover, if Vendor desires to introduce Software, the rights to which have been acquired by Vendor as part of an enterprise agreement, then Vendor shall notify Phoenix of the relevant terms of such agreement and, unless such Software is Shared Software, shall obtain Phoenix’s written consent prior to using such Software to provide the Services.

(d) Pass-Through Expenses . With respect to certain Third Party Systems Software that is identified as such in Exhibit C-7 to Schedule C (Charges) to this Agreement, if any, license costs shall be treated as a Pass-Through Expense, and such Third Party Systems Software shall be licensed in the name of Phoenix unless Phoenix expressly designates otherwise.

(e) Exercise of Rights . To the extent Vendor has financial responsibility for licenses for Third Party Systems Software, but such licenses remain in Phoenix’s name, Phoenix shall exercise termination or extension rights thereunder as Vendor, after consultation with Phoenix, reasonably directs with respect to such Software; provided that Vendor shall be responsible for the costs, charges, and fees associated with the exercise of such rights. If Phoenix exercises termination or extension rights thereunder that Vendor does not direct or approve, Phoenix shall be responsible for the costs, charges, and fees associated with the exercise of such rights.

7.4 Rights in Newly Developed Software and Other Materials.

(a) Newly Developed Software .

(i) " Newly Developed Software " shall mean the following Software developed pursuant to this Agreement by Vendor or its employees, agents or contractors or other third parties (alone or jointly with others): (A) newly developed

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software that is not Developed Phoenix Software or Developed Vendor Software; and (B) modifications to, and enhancements and derivative works of, Third Party Software. As between Phoenix and Vendor, Phoenix shall own all copyright (to the extent permitted by the terms of any governing Third Party Software licenses with respect to item (B) above) in and to Newly Developed Software. To the extent permitted by the terms of any governing Third Party Software licenses with respect to item (B) above, Phoenix hereby grants to Vendor (and its Approved Subcontractors if and to the extent required to provide the Services) a worldwide, fully paid-up, nonexclusive license during the Term to use Newly Developed Software solely to the extent necessary for performing the Services. Vendor shall not be permitted to use Newly Developed Software for the benefit of any entities other than Phoenix, Phoenix’s Affiliates, and other End Users, without the prior written consent of Phoenix, which may be withheld at Phoenix’s sole discretion. Except as otherwise requested or approved by Phoenix, Vendor shall cease all use of Newly Developed Software upon expiration or termination of this Agreement and deliver to Phoenix or destroy any copies in its possession. Except for the Work Order Services in the Applications Development and Maintenance Service Tower and any consulting services which are the subject of Work Orders (with any such Work Orders being executed subsequent to the Amended and Restated Effective Date), the Parties agree that the Statement of Work set out in Schedule A (Statement of Work), as of the Amended and Restated Effective Date, does not include any software development work that would either result in any Newly Developed Software or be subject to the ownership provisions of Section 7.5, and that no such software development work will be undertaken by Vendor pursuant to this Agreement unless, prior to the initiation of such work, a new statement of work (or other separate written agreement) that specifically addresses the Parties’ respective ownership rights in such software is agreed to and executed by an officer of both Parties who is at least as senior as the respective officers executing this Agreement on behalf of the Parties.

(ii) " Developed Vendor Software " shall mean modifications to, and enhancements and derivative works of, Vendor Software developed pursuant to this Agreement. Subject to Section 7.4(a)(i), as between Vendor and Phoenix, Vendor shall own all patent, copyright, trademark, trade secret, transferable moral and other intellectual property rights (collectively, the " Intellectual Property Rights ") in the Developed Vendor Software, subject to the licenses granted to Phoenix under this Agreement. With respect to Developed Vendor Software, Phoenix shall have the license rights granted in, as applicable to Phoenix, Section 7.2(b) with respect to Vendor Software.

(iii) " Developed Phoenix Software " shall mean modifications to, and enhancements and derivative works of, Phoenix Software developed pursuant to this Agreement, but shall not include the base software to which such modifications, enhancements and derivative works are made. As between Vendor and Phoenix, Phoenix shall own all Intellectual Property Rights in the Developed Phoenix Software, subject to the licenses granted to Vendor under this Agreement. With respect to Developed Phoenix Software, Vendor shall have the license rights granted in, as applicable to Phoenix, Section 7.1(a) with respect to Phoenix Software.

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(b) Non-Software Materials . Subject to the allocation of rights with respect to business processes and methodologies set forth below, with respect to non-Software literary works or other works of authorship created or generated by Vendor pursuant to this Agreement such as manuals, training materials and other materials containing Vendor’s technical or operational procedures, including the Procedures Manual and the change control procedure referenced in this Agreement (" Non-Software Materials "), the Parties’ rights, including license rights, shall be the same as with respect to Software. With respect to business processes and methodologies generated or created solely by Vendor incidental to providing Services under this Agreement (" Vendor Business Processes "), Vendor shall own all Intellectual Property Rights in such business processes and methodologies, subject to the confidentiality provisions set forth in this Agreement. Phoenix shall have a worldwide, fully paid-up, nonexclusive license during the Term to exercise any Intellectual Property Right with respect to the Vendor Business Processes to the extent necessary for Phoenix to perform work as permitted under this Agreement for the benefit of Phoenix. The Parties may otherwise agree to the allocation of ownership of business processes and methodologies by a written amendment executed pursuant to the change order process.

(c) Works Made for Hire .

(i) Newly Developed Software and Phoenix Non-Software Materials shall be deemed "works made for hire" for Phoenix for purposes of copyright law. If, and to the extent, any of the Newly Developed Software or Phoenix Non-Software Materials are not deemed "works made for hire" by operation of law, Vendor hereby irrevocably assigns, transfers and conveys to Phoenix without further consideration the copyright in such Newly Developed Software or Phoenix Non-Software Materials. Phoenix and its assigns shall have the right to obtain and hold in their own name the copyright in and to such materials. Vendor agrees to (and shall cause its Affiliates, subcontractors and their respective employees to) execute any documents or take any other actions as may reasonably be necessary, or as Phoenix may reasonably request, to perfect Phoenix’s ownership of any copyrights in such Newly Developed Software or Phoenix Non-Software Materials, without additional consideration and regardless of whether during or after the Term.

(ii) Phoenix hereby irrevocably assigns, transfers and conveys to Vendor without further consideration all of its right, title and interest in Developed Vendor Software, Vendor Non-Software Materials, and Vendor Business Processes including all Intellectual Property Rights in such materials, subject to the confidentiality provisions set forth in this Agreement. Vendor and its assigns shall have the right to obtain and hold in their own name all Intellectual Property Rights in and to such materials. Phoenix agrees to (and shall cause its Affiliates, subcontractors and their respective employees to) execute any documents or take any other actions as may reasonably be necessary, or as Vendor may reasonably request, to perfect Vendor’s ownership of any Intellectual Property Rights in such Developed Vendor Software, Vendor Non-Software Materials, and Vendor Business Processes without additional consideration and regardless of whether during or after the Term.

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7.5 Services Provided Pursuant to Work Orders

Notwithstanding anything to the contrary set forth in this Agreement, the following terms and conditions in this Section 7.5 shall govern with respect to Vendor’s performance of Work Order Services pursuant to Work Orders. For avoidance of doubt, to the extent there is a conflict between the terms and conditions in this Section 7.5 and the other terms and conditions in Article 7, the terms and conditions in this Section 7.5 shall prevail as it relates to Vendor’s performance of Work Order Services pursuant to Work Orders. Further, for the avoidance of doubt, as of the Amended and Restated Effective Date, the only Services being provided pursuant to a Work Order are those Work Order Services to be provided by Vendor pursuant to the Work Orders in the Applications Development and Maintenance Service Tower and any consulting services which are the subject of Work Orders (with any such Work Orders being executed subsequent to the Amended and Restated Effective Date).

(a) Ownership of Work Product.

(i) (X) Unless otherwise expressly set forth in the applicable Work Order, Phoenix shall own (A) any enhancements performed by Vendor as to any Phoenix Software or, as between Vendor and Phoenix, any Phoenix Third Party Software; (B) the tangible output of any consulting services which Vendor performed under the Work Order; and (C) those items developed or created in the provision of Work Order Services which pertain to Phoenix’s core business; (D) any documentation, technical information and operating instructions related to the items in A, B, C above; and (E) any modifications to, or enhancements and derivative works of, any of the foregoing in items A, B, C, and D above (collectively, the " Work Product "), subject to the license to Vendor reflected below. As used herein, Phoenix’s "core business" shall mean Phoenix’s business as it relates to life insurance, annuities, banking, financial asset management and investment management. Vendor’s core business shall mean Vendor’s business as it relates to computer system implementation, data processing, data communications and computer systems operations, support and maintenance. The Parties agree that, in the course of Vendor’s provision of the Work Order Services, if Vendor creates or develops items which relate to Phoenix’s core business, Phoenix will own that item as Work Product and the Intellectual Property Rights therein. If any such item relates to Vendor’s core business, Vendor will own such items and the Intellectual Property Rights therein, and Phoenix shall have the same license rights with respect to such items as granted in Section 7.5(c) with respect to Vendor Proprietary Materials. In the event the Parties are unable to agree as to which core business the item relates to, the Parties will submit such dispute to the informal dispute resolution process reflected in Article 20 and in the event the matter is not resolved by informal dispute resolution, the matter will be submitted to binding arbitration to be conducted by an independent arbitrator in compliance with Section 20.3. In performing the Work Order Services, some or all of the following items might be developed or created: Newly Developed Software, Non-Software Materials, business methods or processes, programs, systems, processes, data development, modifications and enhancements of systems, computer programs, operating instructions, specifications, technical information, ideas, inventions, drawings, works of authorship, designs, and concepts, documents, data and other information of any kind, including

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information incorporating, based upon, or derived from the foregoing, and reports and notes prepared by Vendor or any Vendor Personnel (any of the foregoing whether or not completed), together with all modifications, revisions, changes, copies, partial copies, translations, compilations, and derivative works of the foregoing.

(Y) For Work Product to which Phoenix owns the Intellectual Property Rights reflected in item C above (the " Phoenix Core Business Work Product "), subject to the limitation described below, Phoenix hereby grants to Vendor: (a) a non-transferable, non-exclusive, royalty-free, fully paid-up license to use such Phoenix Core Business Work Product during the Term as necessary to provide the Services to Phoenix; and (b) a royalty free, perpetual, non-exclusive, worldwide license to use, make, sell, offer to sell, have used, have made and have sold, such Phoenix Core Business Work Product in the course of Vendor’s business, either internally or for the benefit of others, including other Vendor clients. Notwithstanding the above, Vendor will not use the license to an item of Phoenix Core Business Work Product for the benefit of other Vendor clients for a period of two (2) years following the date such item of Phoenix Core Business Work Product is placed into production for use by Phoenix or, in the ordinary course of business, should have been placed into production by Phoenix (since such Phoenix Core Business Work Product had met applicable testing). If Vendor properly terminates this Agreement pursuant to Section 21.2, this license restriction will terminate and become unenforceable as of the effective date of the termination.

(ii) For the avoidance of doubt, neither Work Product or a Deliverable shall be or include (v) Vendor Software, (w) Developed Vendor Software, (x) Vendor Proprietary Materials, (y) Vendor Third Party Software, or (z) any modifications to, or enhancements and derivative works of, any of the foregoing in this Section 7.5(a)(ii), the Intellectual Property Rights in all of which, as between Phoenix and Vendor, shall continue to be owned by Vendor (although a Deliverable might have such items embedded in the Deliverable in which event Section 7.5(b) or (c) will govern the license to be granted to Phoenix). In the event Phoenix desires to have Vendor develop items beyond those defined as being within Work Product, Phoenix and Vendor shall specify such item(s) in a Work Order as a Deliverable.

(iii) Phoenix shall have all right, title and interest, including worldwide ownership of all Intellectual Property Rights in and to the Work Product and any Deliverable and all copies made from them. To the extent any of the Work Product or a Deliverable is not deemed a "work for hire" by operation of law, Vendor hereby irrevocably assigns, transfers and conveys to Phoenix, and shall cause the Vendor Personnel to assign, transfer and convey to Phoenix, without further consideration, all of its and their right, title and interest in and to such Work Product or Deliverable, including all Intellectual Property Rights in and to such Work Product or Deliverable. Vendor acknowledges, and shall cause the Vendor Personnel to acknowledge, that Phoenix and its successors and permitted assigns shall have the right to obtain and hold in their own name any Intellectual Property Rights in and to such Work Product or Deliverable, unencumbered by any claim by Vendor or any Vendor Personnel. Vendor agrees to execute, and shall cause the Vendor Personnel to execute, any documents as Phoenix may reasonably request to evidence, perfect, maintain and enforce Phoenix’s ownership of any such Work Product or Deliverable, whether during

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the Term or thereafter. The territorial extent of the rights in the Work Product assigned to Phoenix by Vendor and/or the Vendor Personnel under this Agreement shall extend to all the countries in the world. The assignment of the Intellectual Property Rights in the Work Product or Deliverable by Vendor and/or the Vendor Personnel to Phoenix shall be royalty-free absolute, irrevocable and perpetual. With respect to Work Product or Deliverable, Vendor shall have the license rights granted in, as applicable to Phoenix, Section 7.1(a) with respect to Phoenix Software.

(b) Vendor Software . Each Work Order shall list the Vendor Software and Vendor Third Party Software, if any, that will be incorporated into any Deliverable or that will be necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverable, each such Work Order to be updated from time to time as needed with the prior approval of the Phoenix Contract Executive. Without Phoenix’s prior written consent, Vendor shall not incorporate into any Deliverable under a Work Order any (i) Third Party Software; or (ii) Vendor Proprietary Materials even if such Third Party Software or Vendor Proprietary Material is generally commercially available. Only for so long as Vendor Software is incorporated into a particular Deliverable or is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use such Deliverable, Vendor hereby grants to Phoenix and Phoenix Affiliates a nonexclusive, fully paid, perpetual and worldwide license to use, execute, reproduce, display, perform, distribute, create derivative works of, and make modifications and improvements to (and authorize others to do any, some or all of the foregoing) any Vendor Software and Vendor Third Party Software that is incorporated into any Deliverables or that is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverables (such derivative works, modifications and improvements made by Phoenix or by another party on behalf of Phoenix other than Vendor, (" Phoenix Modifications ") only to the extent necessary for Phoenix and Phoenix Affiliates to have full use of the Deliverables. In no event shall Phoenix commercially exploit the license or the Vendor Software separate and apart from the Deliverable. Phoenix shall own all right, title and interest in and to any Phoenix Modifications, including without limitation all Intellectual Property Rights in and to such Phoenix Modifications. Notwithstanding anything to the contrary herein, the foregoing provisions in this Section 7.5(b) shall not apply to any Third Party Software used by Vendor to provide the Services solely from within its own computing environment, provided that (A) such Third Party Software is not incorporated into any Deliverable; and (B) is not otherwise required by Phoenix or any Phoenix Affiliate to access, modify, maintain, enhance or use the Deliverable under a Work Order. For purposes of this Section 7.5(b), Vendor Software shall include Vendor Developed Software.

(c) Vendor Proprietary Materials . Phoenix acknowledges that Vendor may, subject to the restrictions set forth in Section 7.5(b) above, incorporate into any Deliverables certain pre-existing materials, information, libraries, tools, content, forms or models developed or obtained by Vendor outside and independent of this Agreement and the Services provided thereunder (collectively, the " Vendor Proprietary Materials "). Such Vendor Proprietary Materials, even if incorporated into any Deliverable, shall remain (as between Vendor and Phoenix) the exclusive property of Vendor. Only for so long as Vendor Proprietary Materials are incorporated into a particular Deliverable or

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are necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use such Deliverable, Vendor hereby grants to Phoenix and Phoenix Affiliates a nonexclusive, fully paid, perpetual and worldwide license to (and authorize other parties to do any, some or all of the foregoing, subject to Phoenix entering into a confidentiality agreement with such other parties containing to protect the confidentiality of Phoenix Proprietary Materials that are at least as restrictive as the confidentiality terms set forth in this Agreement) use, execute, reproduce, sublicense, display, perform, distribute, and create Phoenix Modifications to the Vendor Proprietary Materials incorporated into any Deliverables or that is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverables only to the extent necessary for Phoenix and Phoenix Affiliates to have full use of the Deliverable. In no event shall Phoenix commercially exploit the license or the Vendor Proprietary Materials separate and apart from the Deliverable

(d) Source Code . All software Deliverables and software Work Product will be provided to Phoenix in source code and object code form together with all programs, objects, components, classes, base-classes, sub-classes, compiler(s), interpreter(s), template(s), tools, libraries and any other software necessary to support the runtime execution of the object oriented software system and all relevant technical specifications and documentation, including, without limitation, flow charts, algorithms and subroutine descriptions, memory and overlay maps and other documentation of the source code, all in sufficient detail to enable a trained programmer through study of such materials to maintain or modify the Deliverables without undue experimentation.

7.6 Services Performed in India.

With respect to any Services performed in India, the Parties agree that, without limitation of any other Phoenix rights or remedies under the Agreement, Vendor acknowledges that, notwithstanding the provisions of Section 19(4) of the Indian Copyright Act, 1957, any assignment to Phoenix of Intellectual Property Rights to Newly Developed Software, Developed Phoenix Software and Work Product in connection with this Agreement shall not lapse nor the right transferred therein revert to Vendor and/or the Vendor Personnel even if Phoenix and the successors and permitted assigns of Phoenix do not exercise the rights under assignment within a period of one (1) year from the date of such assignment. Vendor shall not, and shall ensure that its Vendor Personnel and Affiliates who provide Services do not, take any steps against Phoenix and the successors and permitted assigns of Phoenix under Section 19A of the Copyright Act, 1957. For the avoidance of doubt, the Parties agree that in the event of the commencement of any winding up proceeding by or against Vendor or any Vendor Affiliate under the Indian Companies Act, 1956, Phoenix shall be entitled to retain all of its rights under this Agreement.

7.7 Export.

The Parties acknowledge that certain Software and technical data to be provided under this Agreement and certain transactions under this Agreement may be subject to export controls under the laws and regulations of the United States and other countries. Neither Party shall export or re-export any such items or any direct

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product thereof or undertake any transaction in violation of any such laws or regulations. Except as set forth in Section 3.13, to the extent within each Party’s respective control, such Party shall be responsible for, and shall coordinate and oversee, compliance with such export laws in respect of such items exported or imported under this Agreement.

8. PHOENIX OFFICE SPACE

8.1 Phoenix Obligations.

(a) Subject to Section 8.2(a), below, Phoenix shall provide to Vendor the office space reasonably needed and comparable to similarly situated employees of Phoenix to accommodate Vendor Personnel who are onsite at the Phoenix Locations (the " Phoenix Office Space "), as the same may be changed by Phoenix from time to time throughout the Term. As of the Effective Date, the Parties contemplate that approximately fifty (50) Vendor Personnel will initially be situated onsite at Phoenix Locations. With respect to such Phoenix Office Space, except as otherwise provided in this Article 8, Vendor shall have the same privileges regarding use thereof (such as heating, lights, air conditioning (‘HVAC’) systems, use of cafeteria, etc. (excluding parking privileges)) as do any other tenants of Phoenix. Furthermore, for those Vendor employees who are performing Services or any portion of the Services from Phoenix Office Space, such Vendor employees shall be free to use and consume, at no cost to Vendor, a reasonable amount of office supplies (such as pencils, pens, pads, copy machines and facsimile machines) that are ordinarily furnished by Phoenix to its personnel, and in accordance with the same policies and procedures regarding the use of office supplies and services as are applicable to similarly-situated Phoenix employees, as such policies and procedures may be modified from time to time. Vendor shall be responsible for providing all other facilities required to perform the Services, including data center and print and fulfillment facilities at the Phoenix Office Space or such other mutually acceptable location(s).

(b) Phoenix shall retain the costs of applicable facilities leases and related leasehold improvements with respect to the Phoenix Office Space to the extent required by the applicable facilities leases and related documents.

(c) The Phoenix Office Space shall be made available to Vendor on an "AS IS" basis, with no warranties whatsoever.

(d) Phoenix shall inform Vendor of any plans or determination to relocate the Phoenix Office Space so that Vendor shall have a reasonable amount of time to prepare for and implement such change or relocation as it impacts Vendor. If Phoenix Office Space is relocated thirty (30) miles or less from its current location, Vendor shall be responsible for all costs and expenses in connection with relocating Vendor Personnel. If Phoenix Office Space is relocated more than thirty (30) miles from its current location, Phoenix shall reimburse Vendor for Vendor’s one time Out-of-Pocket Expenses incurred in connection with such relocation, including those in connection with relocating Vendor Personnel, that Vendor can demonstrate to Phoenix’s reasonable satisfaction.

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8.2 Vendor Obligations within Phoenix Office Space.

(a) Vendor shall use the Phoenix Office Space for the sole and exclusive purpose of providing the Services, unless in its sole discretion Phoenix approves another use. Notwithstanding the foregoing, Vendor may perform limited back office work at Phoenix Office Space that is incidental to the provision of the Services, such as human resources matters pertaining to in-scope Vendor employees. The use of Phoenix Office Space by Vendor shall not constitute a leasehold, a usufruct, or other property interest in favor of Vendor. Notwithstanding any provision in this Agreement to the contrary, in no event may Vendor file a notice of lease or comparable instrument on the applicable land records and any such filing shall be automati