EXHIBIT 10.9
CERTEGY/IBM CONFIDENTIAL
CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENIAL
TREATMENT PREVIOUSLY GRANTED BY THE COMMISSION UNDER
OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED, AND THE SPECIFIC PORTIONS THAT THE
REGISTRANT DESIRES TO BE KEPT CONFIDENTIAL ARE
MARKED WITH *** AT THE REDACTED PORTION AND FOOTNOTED
"CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
WITH THE COMMISSION"
MASTER AGREEMENT
FOR
OPERATIONS SUPPORT SERVICES
This Master Agreement is entered into as of June 29, 2001 (the "Effective
Date") between
1. International Business Machines Corporation, a New York corporation
("IBM").
AND
2. Certegy Inc., a Georgia corporation ("Certegy").
The Parties agree to the terms and conditions set forth in this Master
Agreement (including the forms of Exhibits and Schedules referenced in this
Master Agreement), and in each Transaction Document (including the Supplement
and Schedules referenced in each Transaction Document) executed by the Parties
referencing this Master Agreement. Each Transaction Document is incorporated
into this Master Agreement, and the several Transaction Documents and this
Master Agreement are herein collectively referred to as the "Agreement".
Signed for and on behalf of IBM:
INTERNATIONAL BUSINESS MACHINES CORPORATION
Signature:
--------------------------
Title:
------------------------------
Signed for and on behalf of Certegy:
CERTEGY INC.
Signature:
--------------------------
Title:
------------------------------
CERTEGY/IBM CONFIDENTIAL
TABLE OF CONTENTS
PAGE
----
1. PURPOSE/STRUCTURE/TERM OF AGREEMENT 1
1.1. Purpose of Agreement 1
1.2. Structure of Agreement 2
1.3. Term of Agreement 2
1.4. Extension of Services 2
2. DEFINITIONS 3
3. THE SERVICES 13
3.1. Obligation to Provide Services 13
3.2. Performance 13
3.3. Disaster Recovery Services 14
3.4. Audits 14
3.5. Facilities and Data Center 15
3.6. Security 15
3.7. Technology Refresh 15
3.8. Software Licenses 16
3.9. Software Currency 17
3.10. Viruses 17
3.11. Software--Substitutions and Additions 18
3.12. New Services 18
3.13. Affiliates 19
4. WARRANTIES/REPRESENTATIONS/COVENANTS 19
4.1. Work Standards 19
4.2. Noninfringement 19
4.3. Disabling Code 20
4.4. Authorization and Enforceability 20
4.5. Disclaimer 20
4.6. Regulatory Proceedings and Compliance with Laws 21
4.7. Year 2000 Warranty 21
4.8. Covenant of Cooperation and Good Faith 21
5. TRANSITION 21
5.1. Transition Plan 21
5.2. Affected Employees 22
5.3. Resources and Facilities 22
6. INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS 23
6.1. Certegy/IBM Integrated Planning Team 23
6.2. Reports/Projections/Plans 23
6.3. Change Control Process 24
7. SERVICES STAFFING/MANAGEMENT/ADMINISTRATION 25
7.1. Project Executives 25
7.2. Replacement of Personnel 25
7.3. Retention of Experienced Personnel 25
7.4. Efficient Use of Resources 26
8. RELATIONSHIP PROTOCOLS 26
8.1. Evolving Nature of Relationship 26
8.2. Required Consents 26
8.3. Appointment as Attorney In Fact 28
8.4. Conflicts of Interests 29
8.5. Alternate Providers 29
8.6. Use of Subcontractors 30
8.7. Certegy Approvals and Notification 31
9. CHARGES/NEW SERVICES/INVOICES/PAYMENTS 31
9.1. Disbursements 31
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CERTEGY/IBM CONFIDENTIAL
9.2. Monthly Charge 31
9.3. Additional Charges 31
9.4. Cost of Living Adjustment 32
9.5. Taxes 32
9.6. New Services 32
9.7. Invoice Payment 33
9.8. REDACTED *** 33
9.9. Service Credits 33
9.10. Other Credits 33
9.11. REDACTED *** 34
9.12. Disputed Charges/Credits 34
9.13. Reduction of Certegy Work 34
10. INTELLECTUAL PROPERTY RIGHTS 34
10.1. Ownership of Materials 35
10.2. Obligations Regarding Materials 35
11. CONFIDENTIALITY/DATA SECURITY 36
11.1. Confidential Information 36
11.2. Obligations 36
11.3. Exclusions 37
11.4. Loss of Company Information 37
11.5. Limitation 37
11.6. Data 38
12. TERMINATION 38
12.1. Termination By Certegy 38
12.2. Termination by IBM 39
12.3. Termination Charges 39
12.4. [Reserved] 39
12.5. Services Transfer Assistance 39
12.6. Other Rights Upon Termination 40
12.7. Effect of Termination/Survival of Selected Provisions 42
13. LIABILITY 42
13.1. Liability Caps 42
13.2. Exclusions 42
13.3. Direct Damages and Cover Charges 42
13.4. Dependencies 43
13.5. Remedies 43
14. INDEMNITIES 43
14.1. Indemnity by IBM 43
14.2. Indemnity by Certegy 45
14.3. Employment Actions 46
14.4. Exclusive Remedy 46
14.5. Indemnification Procedures 46
14.6. Limitation 47
15. INSURANCE AND RISK OF LOSS 47
15.1. IBM Insurance 47
15.2. Risk of Property Loss 48
15.3. Mutual Waiver of Subrogation 48
16. DISPUTE RESOLUTION 49
16.1. Dispute Resolution Procedures 49
16.2. Continued Performance 50
- ----------
*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
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CERTEGY/IBM CONFIDENTIAL
17. GENERAL 50
17.1. Relationship of Parties 50
17.2. Entire Agreement, Updates, Amendments and Modifications 50
17.3. Force Majeure 50
17.4. Nonperformance 51
17.5. Waiver 51
17.6. Severability 51
17.7. Counterparts 52
17.8. Governing Law 52
17.9. Binding Nature and Assignment 52
17.10. Notices 52
17.11. No Third Party Beneficiaries 54
17.12. Other Documents 54
17.13. Consents and Approvals 54
17.14. Headings 54
17.15. Remarketing 54
17.16. Commencement of Actions 55
17.17. IBM Logo Products Warranties 55
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CERTEGY/IBM CONFIDENTIAL
EXHIBITS
1. Master Agreement Structure Diagram
2. Transaction Document Structure Diagram
3. Form of Transaction Document
4. Form of Supplement
5. Form of Schedules
6. Integrated Planning Team Charter and Operating Procedures
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CERTEGY/IBM CONFIDENTIAL
ATTACHMENTS
FORM OF TRANSACTION DOCUMENT
FORM OF SUPPLEMENT
SCHEDULE TITLE
- ------------------------------------- ----------------------------------------
A "Applications Software"
(Configured for each Tower and TD) - "Applications Software Certegy"
- "Applications Software IBM"
B "Systems Software"
(Configured for each Tower and TD) - "Systems Software Certegy"
- "Systems Software IBM"
C "Certegy Provided Hardware"
(Configured for each Tower and TD)
D "IBM Machines"
(Configured for each Tower and TD)
E The "Services, Measures of Utilization,
(Configured for each Tower and TD) and Operational and Financial
Responsibilities"
F Leases, Licenses and Other Contracts
(Configured for each Tower and TD)
G "Disaster Recovery Services"
(Configured for each Tower and TD)
H "Transition Plan"
(Configured for each Tower and TD)
I "Network Locations"
(Network Tower Only)
J "Charging Methodologies"
(Standard Form for All Towers)
K "Applications Installation Standards"
(Configured for each Tower and TD) (Operating Environment IT Standards)
L "Security Procedures and
(Configured for each Tower and TD) Responsibilities-Data and Physical"
M "Help Desk Services"
(Configured for each Tower and TD)
N "Projects"
(Configured for each Tower and TD)
O "Affected Employees"
(Standard Form for All Towers)
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CERTEGY/IBM CONFIDENTIAL
P Maintenance Terms
(MicroLAN Tower Only)
Q Outstanding Employee Claims
(Standard Form for All Towers)
R "Services Transition Assistance"
(Standard Form for All Towers)
S "Service Levels and Service Credits"
(Configured for each Tower and TD)
T "Certegy Provided Office Furnishings"
Configured for each Tower and TD)
U "Bill of Sale"
(Standard for all Towers)
V "Key Employees"
(Standard for all Towers)
CERTEGY/IBM CONFIDENTIAL
1. PURPOSE/STRUCTURE/TERM OF AGREEMENT
1.1. PURPOSE OF AGREEMENT
a) IBM is a provider of a broad range of operations support services for
on-line information services companies including, without limitation,
information technology, information management, communications and related
services, and is experienced and skilled in the administration, management,
provision and performance of such services and the business functions,
responsibilities and tasks attendant with such services. IBM desires (i) to
provide certain of these operations support services to the Certegy Group
for the Certegy Business, and to perform and assume the functions,
responsibilities and tasks attendant with such operations support services;
and (ii) to provide additional quantities and elements of these and other
operations support services to the Certegy Group for the Certegy Business
and to perform and assume the functions, responsibilities and tasks
attendant with such operations support services as envisioned to be
required for the Certegy Business and the Certegy Group, all as
specifically set forth in this Agreement. Certegy desires that such
operations support services for the Certegy Business and the Certegy Group
and the attendant functions, responsibilities and tasks, be performed and
assumed by IBM. The Agreement documents the terms and conditions under
which (i) the Certegy Group will obtain such operations support services
from IBM and (ii) IBM will administer, manage, support, provide and perform
such services and the functions, responsibilities and tasks attendant with
such services, for the Certegy Group.
b) The Parties have identified goals and objectives that they intend that
IBM's performance pursuant to the Agreement will assist the Parties to
achieve. These goals and objectives include the following: (i) engaging IBM
(A) under a master agreement to provide, and/or cause to be provided
through its Affiliates and/or other subcontractors, certain operations
support services to Certegy and certain of its Affiliates on a worldwide
basis as the Certegy Business evolves over the Term, (B) to efficiently and
timely provide such operations support services to, and perform and assume
the functions, responsibilities and tasks attendant with such support
services for, the Certegy Business and the Certegy Group at levels
appropriate to fulfill the requirements of the Certegy Business and the
Certegy Group; and (C) to proactively define and propose cost effective
solutions to improve the efficiency and functionality of the information
management systems operations of the Certegy Group in support of the
Certegy Business; (ii) securing favorable rates for current and additional
resource consumption and for reductions in resource consumption and
increasing flexibility regarding resources chargeable and available to the
Certegy Group and committed by IBM to the Certegy Group; (iii) taking
advantage of new and/or proven business processes and technologies to
improve performance, efficiency and cost to performance ratios experienced
by the Certegy Group and to enable the Certegy Group to respond to market
requirements for the Certegy Business; (iv) enhancing the current
functionality of the Certegy Group's processes, systems and service levels
covered under this Agreement; (v) minimizing any potential operating and
financial risks to the Certegy Group, (vi) ensuring the efficiency,
stability and security of existing and future processes, systems and
service levels, (vii) evolving the support services, processes, systems and
service levels to meet the dynamic requirements of the Certegy Group and
the Certegy Business; and (viii) providing an opportunity to transition the
Services back to the Certegy Group or to another service provider from IBM
with minimal disruption.
c) IBM recognizes that the Certegy Group expects to be treated as a valued and
commercially favored customer and agrees that the definition of customer
satisfaction goes beyond IBM's performance against established service
levels and requires that IBM exhibit a customer service attitude focused on
assisting Certegy where commercially reasonable to attain the goals and
objectives described in Section 1.1(b), including, without limitation,
reducing the operations support costs of and improving service levels to
the Certegy Group and the customers of the Certegy Group.
d) The provisions of this Section 1.1 are intended to be a statement of the
purpose of the Agreement and are not intended to alter the plain meaning of
the terms and conditions of the Agreement or to require either Party to
undertake performance obligations beyond those set forth in the Agreement.
To the extent that the terms and conditions of the Agreement are unclear or
ambiguous, such terms and conditions are to be interpreted and construed
consistent with the purposes set forth in this Section 1.1.
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CERTEGY/IBM CONFIDENTIAL
1.2. STRUCTURE OF AGREEMENT
a) The Services will be grouped around the following technology platforms and
clusters of services: Mainframe, Midrange, MicroLAN and Network. Each such
technology platform/cluster of services is herein referred to generically
as a "Tower".
b) The Agreement is comprised of (i) the provisions set forth in this Master
Agreement and the forms of the Exhibits and Schedules referenced herein as
illustrated in Exhibit 1; and (ii) each Transaction Document including the
Supplement and Schedules referenced in each Transaction Document and as
illustrated in Exhibit 2.
c) The Services under each Transaction Document may be defined on a Tower
basis across sites and/or on a Tower basis and all Towers located at one
(1) site, and/or on a Tower basis migrated to multiple sites or to one (1)
site, will be the subject of a single Transaction Document. Each
Transaction Document will be in the form of Exhibit 3 adjusted to comport
with the applicable Services arrangement. Each Transaction Document will be
comprised of a Supplement in the form of Exhibit 4 and Schedules in the
form of Exhibit 5, all configured as described in Exhibit 2 and adjusted to
comport with the applicable Services arrangement.
d) Transaction Documents will be executed by the Parties. The terms of
Transaction Documents will be governed by the terms of the Master Agreement
unless the Parties specifically note the deviations from the terms of the
Master Agreement for the purposes of such Transaction Document in the
Section of the Transaction Document entitled "Deviations From Terms of
Master Agreement".
e) Each Transaction Document will be submitted to and approved by the
Integrated Planning Team prior to execution by the Parties. The approval
will be evidenced by a representative of each of the Parties who is also a
member of the Integrated Planning Team, noting and attesting to the
approval of the Integrated Planning Team on a cover sheet to such
Transaction Document.
f) IBM and Certegy will be the primary contracting parties under the Agreement
and under each Transaction Document. Each of the Parties may assign a
Transaction Document to one of its Affiliates for performance, but such
assignment shall not relieve or release such Party from the full, timely
and proper performance of its duties and obligations under such Transaction
Document. Moreover, as a condition precedent to such assignment, the
Affiliate shall accept such assignment and agree to assume the full, timely
and proper performance of the duties and obligations of the Party assigning
such Transaction Document to such Affiliate in a written document in form
and content reasonably satisfactory to the other Party.
1.3. TERM OF AGREEMENT
The term of the Agreement will begin as of the Effective Date and will terminate
upon the later to occur of (a) the expiration of the Transaction Document with
the longest term extending past December 31, 2007, or (b) upon a termination
date that is effective not sooner than six (6) months after December 31, 2007
set forth in a notice by either Party to the other Party (the "Term") unless
earlier terminated in accordance with the provisions of the Agreement.
1.4. EXTENSION OF SERVICES
Certegy may request and IBM will once extend the provision of the Services
pursuant to any Transaction Document or the Services Transfer Assistance
pursuant to any Transaction Document for up to one (1) year ("Extension Period")
upon not less than sixty (60) days prior written notice before the scheduled
termination or expiration of the provision of such Services or Services Transfer
Assistance, or if applicable, notice given within thirty (30) days after the
effective date of a notice of termination for any reason by either Party, other
than Termination for Convenience. However, in the event Certegy is in default
with respect to the payment of any amounts under a Transaction Document at the
start of the Extension Period, IBM will extend the provision of such Services or
Services Transfer Assistance as described in this Section 1.4, only if Certegy
cures such default and prepays three (3) months of the
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CERTEGY/IBM CONFIDENTIAL
Monthly Charges allocable to such Transaction Document during such Extension
Period and a reasonable projection of other charges due under such Transaction
Document for such three (3) calendar months period. Certegy will be credited any
unused portions of such prepayment for the remaining part of such Extension
Period covered by such unused portion of such prepayment.
2. DEFINITIONS
In the Agreement (including each Transaction Document and the Supplement and
Schedules thereto), the following terms will have the following meanings:
Action has the meaning given in Section 17.8.
AD/M means both Applications Development and Applications
Maintenance.
AD/M Projects means the Applications Development and Applications
Maintenance performed during the Term and the production
cutover date for the corresponding scheduled Projects
and/or each New Service added during the Term requiring the
performance of Applications Development and Applications
Maintenance by IBM.
Affected Employees has the meaning given in Section 5.2.
Affiliates means, with respect to a Party, any entity at any time
Controlling, Controlled by or under common Control with
such Party.
Agreement means this Master Agreement for Operations Support Services
Agreement and the forms of Exhibits and Schedules
referenced herein and each Transaction Document referencing
the Master Agreement for Operations Support Services and
the Supplement and Schedules referenced therein.
Annual Service Charge or ASC has the meaning given in the Supplement and Schedules to
each Transaction Document for such Transaction Document.
Applications Development means the programming of any new applications software, and
changes or enhancements to existing Applications Software.
Programming effort shall include the pre and post
development analysis, planning, design, coding, testing,
installation, provision of a single set of program and
training documentation per Applications Software program
and training necessary to complete the task.
Applications Development means the pre and post development analysis, planning,
Methodology design, coding, testing, installation, provision of a
single set of program and training documentation per
Applications Software program and training necessary to
complete the task.
Applications Maintenance means defect identification and provision of fixes, and
installation of those fixes and updates for the
Applications Software provided by the Applications Software
vendors as part of normal maintenance service for the
Applications Software for which there is no charge by such
vendors in addition to periodic maintenance charges, if
any, and defect identification, provision of fixes and
installation of those fixes and updates for Applications
Software for which there is no generally commercially
available maintenance support.
Applications Software means those programs and programming, including all
supporting documentation and media, that perform specific
user related data processing, data management and
telecommunications tasks, including updates, enhancements,
modifications, releases and Derivative Works thereof.
Applications Software as of the
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CERTEGY/IBM CONFIDENTIAL
Commencement Date is listed in Schedule A to each
Transaction Document for such Transaction Document, which
Schedule shall be updated pursuant to Section 8.1 during
the Term to reflect the then-current Applications Software.
Applications means the Applications Software listed on Schedule A to
Software--Certegy each Transaction Document for such Transaction Document
under such heading, provided or to be provided by Certegy.
Applications Software--IBM means the Applications Software listed on Schedule A to
each Transaction Document for such Transaction Document
under such heading, provided or to be provided by IBM.
Authorized User means a person or entity authorized to use the Services,
including without limitation the System, by Certegy.
Baseline(s) has the meaning given in Schedule J to each Transaction
Document for such Transaction Document.
Business and Operations has the meaning given in Section 6.2(b).
Support Plan
Cable or Cabling means the wires or cables that interconnect Machines and/or
connect a Machine to a facility connection.
Certegy Business means the businesses engaged in by the Certegy Group.
Certegy Code means Code Developed by IBM and/or its subcontractors
independently or jointly with the Certegy Group and/or
their contractors, as part of the Services. Certegy Code
shall not include any IBM Derivative Code.
Certegy Direct Damages Cap has the meaning given in Section 13.1(b).
Certegy Derivative Code means Developed Code, which constitutes Derivative Work of
software for which the copyright is owned by the Certegy
Group and/or their contractors.
Certegy Group means individually and collectively Certegy and its
existing and future Affiliates that are using and/or
receiving any portion of the Services.
Certegy, IBM Integrated has the meaning given in Section 6.1.
Planning Team
Certegy In-Scope Operations means all functions, responsibilities, tasks and activities
that are described in the Agreement and each Transaction
Document (including the Supplement and Schedules thereto)
that are to be performed by IBM under the Agreement,
including, without limitation, those performed for the
Certegy Group by the Affected Employees that are directly
related to information technology services under each
Transaction Document before they entered the employ of IBM
and/or its Affiliates and subcontractors and those
performed by IBM and/or its Affiliates for Certegy and/or
its Affiliates immediately prior to the Commencement Date
under any Transaction Document or agreement with IBM
comprised of or directly related to the information
technology services under such Transaction Document and
otherwise within the scope of the prior Transaction
Document or agreement between Certegy and IBM pursuant to
which such services were performed unless specifically
deleted or otherwise described (versus not described) in
the new
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CERTEGY/IBM CONFIDENTIAL
Transaction Document.
Certegy LAN Software has the meaning given in Schedule A to each Transaction
Document for such Transaction Document.
Certegy Provided Hardware means the computer equipment peripheral devices, storage
media, Cabling, connectors, the Data Network, the LAN,
telephone equipment and other equipment (however described)
provided from time to time by the Certegy Group for use by
IBM to perform and deliver the Services and fulfill its
obligations under the Agreement. The Certegy Provided
Hardware as of the Commencement Date is listed on and/or
referred to in Schedule C to each Transaction Document for
such Transaction Document, which schedule shall be updated
pursuant to Section 8.1 during the Term to reflect the
then-current Certegy Provided Hardware.
Certegy Provided Office means the desks, chairs, filing cabinets, office cube
Furnishings partitions and other office furniture (however described)
provided from time to time by the Certegy Group for use by
IBM to perform and deliver the Services and fulfill its
obligations under the Agreement. The Certegy Provided
Office Furnishings as of the Commencement Date are listed
on and/or referred to in Schedule T to each Transaction
Document for such Transaction Document, which schedule
shall be updated pursuant to Section 8.1 during the Term to
reflect the then-current Certegy Provided Office
Furnishings.
Certegy Server shall have the meaning given in a Schedule to each
Configurations Transaction Document for such Transaction Document.
Certegy Software means Applications Software-Certegy, Systems
Software-Certegy and Certegy LAN Software.
Certegy Works means literary works of authorship (other than Code)
Developed by IBM and/or its subcontractors independently or
jointly with the Certegy Group and/or its contractors under
the Agreement, specifically for the Certegy Group or the
Certegy Business or specifically for the purpose of
providing the Services, including without limitation user
manuals, charts, graphs and other written documentation,
and machine-readable text and files, but shall not include
any Derivative Works of any works in which the copyright is
owned by IBM, its Affiliates or subcontractors.
Change Control Process has the meaning given in Section 6.3 of the Agreement.
Change of Control means the transfer of the Control of a Party, or a sale of
substantially all of the assets of a Party, from the
persons or persons who hold such Control on the Effective
Date to another person or persons, but shall not include a
transfer of the Control of a Party to an Affiliate of such
Party.
Change Request has the meaning given in Section 6.3.
Claim has the meaning given in Section 14.5(a).
Code has the meaning given in Section 10.
Commencement Date means the date set forth in each Transaction Document for
the start of the Services covered by such Transaction
Document.
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CERTEGY/IBM CONFIDENTIAL
Company Information has the meaning given in Section 11.1.
Confidential Information has the meaning given in Section 11.1.
Contract Year means each twelve (12) calendar month period, or portion
thereof, beginning January 1 of each calendar year during
the Term.
Control, Controlling, or means possessing, directly or indirectly, the power to
Controlled direct or cause the direction of the management and
policies of an entity through ownership of greater than
fifty (50%) percent of the voting securities of such
entity.
Cost of Living Adjustment has the meaning given in Schedule J to each Transaction
("COLA") Document for such Transaction Document.
CRF or Change Request Form has the meaning given in Section 6.3.
Data Center means the data centers from which the Services are provided
located in the Facilities as set forth in each Transaction
Document.
Data Network means the communication facilities and components set forth
in the Schedules to each Transaction Document that are used
to transmit voice, image and data signals and which
initially consist of the communications facilities and
components used by the Certegy Group immediately prior to
the Commencement Date to provide information communication
services to the Certegy Group, including without
limitation, all Machines, Software, communications lines.
Cabling and Wiring used to connect and transmit information
among the Facilities and the Network Locations, but does
not include End User Machines.
Derivative Work means a work based on one or more pre-existing works,
including without limitation, a condensation,
transformation, expansion or adaptation, which would
constitute a copyright infringement if prepared without
authorization of the owner of the copyright of such
pre-existing work.
Develop has the meaning given in Section 10.
Direct Damages has the meaning given in Section 13.3.
Direct Damages Caps has the meaning given in Section 13.1(b).
Disabling Code means Code which is designed for the purpose and has the
effect of disabling or otherwise shutting down for or more
software programs or systems and/or hardware or hardware
systems.
Disaster Recovery Center means the location designated by such name or its
equivalent in the Disaster Recovery plan referenced in
Schedule G to each Transaction Document for such
Transaction Document.
Disaster Recovery Services means the Disaster Recovery services described in Schedule
G to each Transaction Document for such Transaction
Document.
Effective Date means the date set forth on the initial page of the Master
Agreement.
End User Machines means all work stations, terminals, printers, fax machines,
and associated peripheral equipment used by end users and
described in a Schedule to each Transaction Document for
such Transaction Document, whether stationary or
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CERTEGY/IBM CONFIDENTIAL
mobile equipment used by end users, but does not include
the work stations being used by IBM personnel in connection
with the scheduled Projects or the Certegy Provided
Hardware located in the Data Center.
Elements of the Services has the meaning given in Section 17.15.
Execution Date has the meaning given in Section 8.3(c).
Extension Period has the meaning given in Section 1.4.
Facilities has the meaning given in a Schedule to each Transaction
Document for such Transaction Document.
Force Majeure Event has the meaning given in Section 17.3(a).
Help Desk means the IBM help desk which is staffed by IBM to provide
support to Certegy as described in Schedule M to each
Transaction Document for such Transaction Document.
IBM Code means Code Developed by IBM personnel at IBM's expense and
not as part of the Services, but used to provide the
Services, which code does not constitute a Derivative Work
of any software owned by the Certegy Group, IBM, or their
respective Affiliates or contractors or subcontractors. IBM
Code shall not include any Certegy Derivative Code.
IBM Derivative Code means Code Developed under the Agreement, which constitutes
Derivative Works of software for which the copyright is
owned by IBM, its Affiliates or its subcontractors.
IBM Direct Damages Cap has the meaning given in Section 13.1(a)(i).
IBM Indemnitees has the meaning given in Section 14.2.
IBM Interfaces means Code and/or literary works of authorship created at
IBM's expense, by IBM personnel and/or its contractors and
not as part of the Services, but used to provide the
Services, and interface or describe and instruct regarding
the interface, between and among Applications Software and
the Systems Software, which does not constitute a
Derivative Work of any software or literary works of
authorship owned by the Certegy Group, IBM, or their
respective Affiliates or contractors, including without
limitation, user manuals, charts, graphs and other written
documentation, and machine-readable text and files.
IBM LAN Software has the meaning given in Schedules A and B.
IBM Logo Products has the meaning given in Section 4.7.
IBM Machines means the computer equipment, peripheral devices, storage
media, cabling, connectors, extenders and other equipment
(however described) including without limitation, modems,
routers and termination boxes for the Network located in
the Facilities and other Certegy Group Sites, including
without limitation Data Center and at the Network
Locations, provided by or through and used from time to
time by IBM to perform and deliver the Services and fulfill
its obligations under the Agreement. The IBM Machines as of
the Commencement Date are listed on Schedule D to each
Transaction Document for such Transaction Document, which
schedule shall be updated pursuant to Section 8.1 during
the Term to reflect the
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CERTEGY/IBM CONFIDENTIAL
then current IBM Machines.
IBM Software means the Applications Software-IBM, Systems Software-IBM
and IBM LAN Software.
IBM Year 2000 Compliance or means that the product will, subject to the provisions of
Compliant Section 4.5(b), when used in accordance with its associated
documentation, (i) accurately process and handle date data
(including but not limited to, calculating, comparing and
sequencing, to the extent that the product's specifications
provide for such processing or handling of date data)
within, from, into and between the twentieth and
twenty-first centuries, and the years 1999 and 2000,
including leap year calculations, to the extent that all
other products used in combination with such product
properly exchange date data with it, and (ii) will properly
exchange date data with other IBM Logo Products that are
IBM Year 2000 Compliant, provided that such IBM Logo
Products are specified by IBM to operate together as part
of a system.
IBM Works means literary works of authorship (other than Code)
Developed at IBM's expense, by IBM personnel and/or its
contractors and not specifically for the Certegy Group or
the Certegy Business or not specifically for the purpose of
providing the Services, but used to provide the Services,
including without limitation user manuals, charts, graphs
and other written documentation and machine-readable text
and files, but shall not include any Derivative Works of
any works in which the copyright is owned by Certegy or its
Affiliates or subcontractors.
Indemnified Party has the meaning given in Section 14.4.
Indemnifying Party has the meaning given in Section 14.5(a).
Indemnitee has the meaning given in Section 14.1.
Installations, Moves, Adds "Installation" means the installation of circuits, network
and Changes or (IMACS) hardware and software and network end-user equipment at any
Authorized User location, including testing to ensure
network connectivity and proper operation. "Move" means the
physical disconnection of network equipment and services
and, in some cases, the relocation to another site. In most
cases, this activity is coordinated with outside vendors,
such as telephone company representatives, to ensure that
all necessary components of the network are properly moved,
and if appropriate re-installed. Recording of assets by
decal and serial number is critical to the integrity of the
move. "Add" means the process of adding, expanding and
possibly reconfiguring network systems. This may involve
circuits, circuit speeds or network equipment. In some
cases, network software would be affected. After the
process is complete, testing occurs to ensure that the
final system is fully operational. "Change" means the
process of altering an existing network system or
environment and could include network software upgrades and
system or technology enhancements. The change could be
implemented by IBM or a third-party vendor, with testing
occurring after the change to ensure network and systems
integrity.
Integrated Planning Team or means the team composed of the individuals specified in
"IPT" Section 6.
Key Employees means those employees agreed by Certegy and IBM to be key
employees pursuant to each Transaction Document and
identified in Schedule V thereto.
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Level One Support has the meaning given in a Schedule to each Transaction
Document for such Transaction Document.
Level Three Support has the meaning given in a Schedule to each Transaction
Document for such Transaction Document.
Level Two Support has the meaning given in a Schedule to each Transaction
Document for such Transaction Document.
Listed Subcontractors has the meaning given in Section 8.6(a).
Local Area Network (LAN) means all communications equipment and components that are
used to transmit voice, image and data signals within a
local area network and which initially consist of the
communications facilities and components in use by Certegy
immediately prior to the Commencement Date to provide local
area network communications facilities to the Certegy Group
as described in Schedule I to each Transaction Document for
such Transaction Document, including without limitation the
associated attachments, peripherals, features, software and
accessories, communications lines and Cabling, including
the wiring systems, at the locations specified in such
Schedule.
Losses means all losses, liabilities, damages, penalties and
claims (including taxes and all related interest and
penalties incurred directly with respect thereto), and all
related costs, expenses and other charges (including all
reasonable attorneys' fees and reasonable costs of
investigation, litigation, settlement, judgment, interest
and penalties).
Machines means the IBM Machines and Certegy Provided Hardware.
Maintenance Release means those Software fixes and updates provided by the
Software vendors as part of normal maintenance service for
the Software for which there is no charge by such vendors
in addition to periodic maintenance charges, if any.
Materials means the Certegy Code, the Certegy Derivative Code, the
Certegy Works, the IBM Code, the IBM Derivative Code, the
IBM Works and the IBM Interfaces.
Minimum Service Levels has the meaning given in Schedule S to each Transaction
Document for such Transaction Document.
Monthly Charge has the meaning given in Schedule J to each Transaction
Document for such Transaction Document.
Network means the Data Network, Local Area Network and Voice
Services.
Network Locations has the meaning given in Schedule I to each Transaction
Document for such Transaction Document.
Network Vendors means any third parties providing information communication
services to Certegy which are accessed or will be accessed
through the Network.
New Services has the meaning given in Section 3.12.
Notice has the meaning given in Section 16.1(b)
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Other Products has the meaning given in Section 4.5(c).
Parties means IBM and Certegy as detailed on the initial page of
the Agreement.
Party means IBM or Certegy as detailed on the initial page of the
Agreement.
Performance Standards means the service levels and performance responsibilities
under which the Services will be provided. The Performance
Standards are described in Schedule S to each Transaction
Document for such Transaction Document.
Performance Value has the meaning given in Section 9.8(d).
Poll means to electronically connect the Facilities to the other
Certegy Group sites to retrieve data, perform
downloads/updates and/or execute remote diagnostics.
Project means the portion of the Services described in Schedule N
to each Transaction Document.
Project Executive has the meaning given in Section 7.1.
Required Consents means any consents or approvals required to be obtained (a)
to allow IBM and its subcontractors to assume financial
and/or support, operational, management and administrative
responsibility for the Certegy Software, the Certegy
Provided Hardware and the Certegy Provided Office
Furnishings in connection with the Services; (b) for the
licensing, transfer and/or grant of the right to the
Certegy Group to use the IBM Software and IBM Machines as
contemplated by the Agreement; and (c) for the Certegy
Group and IBM and its subcontractors to have access to and
use of the space, equipment, software and/or third party
services provided under the Third Party Agreements in
connection with the Services as contemplated by the
Agreement.
Resource Unit ("RU") has the meaning given in Schedule E to each Transaction
Document for such Transaction Document.
Service Credits has the meaning set forth in Section 9.9 and Schedule S to
each Transaction Document.
Service Employees has the meaning given in Section 12.6(g).
Services means the Certegy In-Scope Operations, including, without
limitation, any migration of the Certegy In-Scope
Operations from the Certegy Group to IBM pursuant to a
Transaction Document.
Services Transfer Assistance has the meaning given in Section 12.5.
Similarly Situated Customers means IBM customers with substantially the same mix and
type of processing applications and systems resources
utilization at similar or lesser volumes.
Software means IBM Software and Certegy Software.
Supplement means the Supplement to each Transaction Document
containing the charges and certain other necessary
information.
System means the Machines, Software and Network covered under the
Agreement and the
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operating environment therefor.
Systems Software means those programs and programming (including all
supporting documentation and media) that perform tasks
related to the functioning of the data processing, and
telecommunication equipment which is used to operate the
Applications Software or otherwise to support the provision
of the Services by IBM under the Agreement, whether or not
licensed to IBM. Systems Software may include but is not
limited to, database creation and management software,
application development tools, operating systems, software
utilities, data security software, data network software,
communications monitors and data base managers. Systems
Software as of the Commencement Date is listed in Schedule
B to each Transaction Document for such Transaction
Document, which schedule shall be updated pursuant to
Section 8.1 during the Term to reflect the then current
Systems Software.
Systems Software--Certegy means the systems software and general purpose software
such as the database creation and management software,
utility software and applications development tools
software listed in Schedule B to each Transaction Document
for such Transaction Document under such heading provided
or to be provided by Certegy.
Systems Software-IBM means Systems Software listed in Schedule B to each
Transaction Document for such Transaction Document under
the heading "Systems Software-IBM", provided or to be
provided by IBM.
Systems Software Maintenance means defect identification and fixes, and installation of
those fixes and updates provided by software vendors as
part of normal maintenance service for Systems Software for
which there is no charge by such vendor in addition to
periodic maintenance charges, if any, and, subject to
Section 3.9 defect identification, provision of fixes and
installation of those fixes and updates for Systems
Software used by IBM to provide the Services for which
there is no generally commercially available maintenance
and support.
Term has the meaning given in Section 1.3 and any extension and
renewal term described in the Agreement.
Termination Charge means the amount set forth in a Supplement to a Transaction
Document.
Third Party Agreements means those contractual, leasing and licensing arrangements
for which IBM has undertaken financial, management and/or
administrative responsibility and pursuant to which a
member of the Certegy Group receives any third party
products, software and/or services in connection with the
provision of the Services. Third Party Agreements to which
one or more members of the Certegy Group is a party are
listed on Schedule F to each Transaction Document for such
Transaction Document, which schedule shall be updated
pursuant to Section 8.1 during the Term to reflect the
then-current Third Party Agreements.
Third Party Provider means a business or entity other than a member of the
Certegy Group or IBM that provides products, software
and/or services under a Third Party Agreement, in support
of the provision of the Services by IBM.
Tower has the meaning given in Section 1.2(a).
Trade Secrets has the meaning given in Section 11.1
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Transaction Document means each document executed by IBM with Certegy pursuant
to the Agreement, providing for the performance and
delivery of a portion of the Services to a specific site or
group of sites with respect to one or more of the Towers.
Such document will be in the form of Exhibit 3 and
structured as described in Exhibit 2.
Transition Cover Costs has the meaning given in Section 13.3(b).
Transition Costs means the costs incurred and profit charged by IBM on such
costs to transition into a Transaction Document Services
arrangement. Such costs do not include the costs of
hardware or software to provide the on-going Services.
Transition Period has the meaning given in Section 5.1(a).
Transition Personnel has the meaning given in Section 5.1(b).
Transition Plan has the meaning given in Section 5.1(a).
Unplanned Resource Unit has the meaning given in Schedule J to each Transaction
Document.
Version means those Software updates that generally add function to
the existing Software and may be provided by the Software
vendors at a fee over and above the standard periodic
software maintenance costs.
Virus or Viruses means computer instructions that are intended, designed and
have the effect of adversely affecting the specified
operation, security or integrity of a computing,
telecommunications or other digital operating or processing
system or environment.
Voice Equipment means PBXs and Key Systems (AT&T and non-AT&T), telephony
switches, key systems, telephone sets, voice mail
equipment, voice response units and associated software and
equipment performing similar functions.
Voice Services means all Voice Equipment and associated controllers,
channel banks, carrier services (e.g., VNET), lines and
Cabling, together with all software related thereto, used
to transmit voice traffic within or outside of Certegy
locations, but does not include the Data Network.
Wind-Down Expenses means the net amount, after IBM takes commercially
reasonable action to mitigate the adverse financial impact
on IBM, that will reimburse IBM for the actual reasonable
costs that IBM incurs in the disposition and/or
reallocation of IBM Machines, IBM Software and the portion
of the Data Center dedicated to the performance of the
Services, the placement of IBM personnel allocated to the
delivery of the Services, and the termination, if
appropriate, of the Third Party Agreements, in the event of
a termination occurring prior to the expiration of the Term
or the term of any Transaction Document; provided, however,
Certegy shall have the right to mitigate such costs by (a)
hiring the IBM personnel primarily employed to provide the
Services under the Agreement; (b) purchasing, or subject to
the terms thereof, assuming the leases for, the IBM
Machines primarily used to provide the Services under the
Agreement; (c) assuming the licenses and maintenance
agreements for the IBM Software primarily used to provide
the Services under the Agreement; and/or (d) taking similar
actions.
Wiring means those cables or wires that are internal to the
building structure and that interconnect machines within
the same building or between buildings.
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Year 2000 Compliance or means that the product will accurately process and handle
Compliant date data (including but not limited to, calculating,
comparing and sequencing) within, from, into and between
the twentieth and twenty-first centuries, and the years
1999 and 2000, including leap year calculations, and to the
extent such product must perform with other products as
part of the System, they will properly exchange date data
among themselves in accordance with the foregoing.
Year 2000 Services means assessment or testing services which have the
principal objective of determining whether machines,
software and/or other products are Year 2000 Compliant, as
well as conversion or remediation services which have the
principal objective of modifying and/or enhancing machines,
software and/or other products so that they are Year 2000
Compliant.
3. THE SERVICES
3.1. OBLIGATION TO PROVIDE SERVICES
a) Starting on the Commencement Date of each Transaction Document and
continuing during the term of each Transaction Document, IBM shall provide
the Services to, and perform the Services for, the Certegy Group and the
other Authorized Users.
b) In performing and providing the Services, the relationship of IBM with the
members of the Certegy Group will be as an independent contractor. However,
as a result of its position in providing and performing the Services, the
Parties acknowledge that certain employees of IBM and each of its
Affiliates providing portions of the Services may have a unique knowledge
of the information technology operations of the members of the Certegy
Group that no employee of a member of the Certegy Group will have in full,
and employees of IBM and each of its Affiliates providing portions of the
Services will be interacting with the employees, executive management and
accountants to the Certegy Group and the members thereof, and will be
performing functions that would otherwise be performed by employees of the
Certegy Group.
c) There may be functions, responsibilities, activities and tasks not
specifically described in the Agreement (including the Transaction
Documents and the Supplements and Schedules thereto) which are required for
the proper performance and provision of the Services and are an inherent
part of, or a necessary subpart included within, the Services. If such
functions, responsibilities, activities and tasks are determined to be
required for the proper performance and provision of the Services or are an
inherent part, or a necessary sub-part included within, the Services, such
functions, responsibilities, activities and tasks shall be deemed to be
implied by and included within the scope of the Services to the same extent
and in the same manner as if specifically described in the Agreement
(including the Transaction Documents and the Supplements and Schedules
thereto). Each such determination shall be made by agreement of the Parties
or resolved pursuant to the dispute resolution provisions of Section 16.
3.2. PERFORMANCE
a) IBM agrees that the performance of the Services covered by each Transaction
Document will meet or exceed each of the applicable Performance Standards
and Minimum Service Levels set forth in the Schedules to each such
Transaction Document, subject to the limitations and in accordance with the
provisions set forth in the Agreement.
b) Concurrent with the semi-annual Business and Operations Support Plan review
process described in Sections 6.1 and 6.2 and more often if requested by
Certegy, Certegy and IBM will review and agree to commercially reasonable
changes, modifications, deletions and replacements of and additions to the
Performance Standards, the Minimum Service Levels and the Service Credits
under each Transaction Document for the purposes of better and more timely
reflecting, facilitating and supporting the continuing development, and
evolving priorities of the Certegy Group and the Certegy Business. Any such
changes will be implemented through the Change Control Process. The
Performance Standards and the Minimum
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Service Levels shall not be changed, modified or adjusted downward or
upward without the prior written agreement of the Parties. The Parties
intend that the Performance Standards and the Minimum Service Levels will
be improved over time. The Parties agree to cooperate and deal with each
other in good faith to promptly resolve on a reasonable basis in consonance
with the purposes of the review process, any differences between the
Parties regarding appropriate changes to, modifications of, additions to,
deletions of and replacements of the Performance Standards, the Minimum
Service Levels and the Service Credits.
c) IBM will continue to use the existing measurement and monitoring tools and
procedures to set Resource Unit Baseline measurements and to measure and
report IBM's performance of the Services against the Performance Standards
and Minimum Service Levels. Subject to Certegy's prior approval (which
approval shall not be unreasonably withheld). IBM shall implement the
necessary measurement and monitoring tools and procedures required to set
Resource Unit Baseline measurements and to measure and report IBM's
performance of the Services against the Performance Standards and Minimum
Service Levels as such standards and levels may be developed, modified and
changed during the term of each Transaction Document and as the Services
may evolve and be supplemented and enhanced during the Term. Such
measurement and monitoring shall permit reporting at a reasonable level of
detail sufficient to verify compliance with the Performance Standards and
Minimum Service Levels and application of any attendant Service Credits.
IBM shall prepare and maintain detailed records regarding its compliance
with the Performance Standards and Minimum Service Levels and the
determination and application of attendant Service Credits. Upon request,
IBM shall provide Certegy with information and reasonable access to such
tools and procedures, and the records relating thereto, for purposes of
verification of the reported performance levels.
3.3. DISASTER RECOVERY SERVICES
IBM will provide Disaster Recovery Services under each Transaction Document in
accordance with Schedule G to each Transaction Document. If IBM fails to provide
Disaster Recovery Services to the extent and in accordance with the time table
set forth in such Schedule for a period as set forth in Schedule G to each
Transaction Document. Certegy will be entitled, at its election, to terminate
such Transaction Document pursuant to Section 12.1(a) (without giving the
notices and observing the cure periods set forth in Section 12.l(a)) upon
written notice to IBM. If Certegy elects to terminate such Transaction Document
as described in this Section 3.3, Certegy shall give notice to IBM of such
election within thirty (30) days after the occurrence of the event on which such
termination is based. In the event of a termination of such Transaction Document
is authorized under this Section 3.3, Certegy shall not be required to pay any
Termination Charges or Wind-Down Expenses to IBM. Such termination shall not
constitute the sole and exclusive remedy of Certegy for such failure of
performance by IBM.
3.4. AUDITS
a) IBM will assist the Certegy Group in meeting their respective audit and
regulatory requirements, including providing access to the Facilities, the
Data Center and IBM's books and records, to enable the Certegy Group and
its auditors and examiners to conduct appropriate audits and examinations
of the Certegy Group's operations and IBM's operations relating to the
performance of the Services, and to verify the accuracy of IBM's charges
and credits to Certegy and that the Services are being provided in
accordance with the Agreement and the Performance Standards and Minimum
Service Levels set forth in each Transaction Document; provided, however,
that neither Certegy nor its auditors will be allowed access to other IBM
or IBM Affiliates customers' records or IBM confidential and proprietary
data, but provided further that nothing in the Agreement shall limit or
restrict Certegy's or IBM's rights in discovery proceedings pursuant to any
civil litigation. Such access will require forty-eight (48) hour written
notice to IBM and will be provided at reasonable hours. If any audit or
examination reveals that IBM's invoices for the audited period are not
correct (other than amounts in dispute pursuant to Section 9.12). IBM shall
promptly reimburse Certegy for the amount of any overcharges, or Certegy
shall promptly pay IBM for the amount of any undercharges. If any such
audit activities interfere with IBM's ability to perform the Services in
accordance with the Performance Standards and Minimum Service Levels under
any Transaction Document, IBM shall be relieved of such performance
obligations under such Transaction Document to the extent caused by such
audit activity. If the assistance required of IBM shall cause IBM to
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expend resources and incur additional costs to provide such assistance that
are not within the scope of the Services and Resource Unit Baselines,
Certegy shall reimburse IBM for such costs.
b) Subject to Section 4.6, IBM agrees to make any changes to the Services and
take other actions which are necessary in order to maintain compliance with
laws or regulations applicable to its performance and provision of the
Services. Subject to Section 4.6, Certegy may submit to IBM findings and
recommendations regarding changes to the Services necessary for the
compliance by Certegy with applicable laws and regulations which IBM will
analyze and consider in good faith. IBM shall promptly respond to Certegy
regarding IBM's evaluation and activity plan for such findings and
recommendations.
3.5. FACILITIES AND DATA CENTER
a) IBM will not relocate the portion of the Services provided from the
Facilities and the Data Center as set forth in each Transaction Document
without the prior written consent of Certegy as described in Section
5.3(d).
b) During the Term, IBM will provide the Certegy Group with access upon prior
notice to the portion of the Facilities used by IBM to provide and perform
the Services (including, without limitation, the Data Center) in order for
Certegy to provide tours of such portions of the Facilities and such tours
will be conducted in a manner reasonably calculated not to interfere with
IBM's provision of Services.
c) IBM will provide reasonable access to the portion of the Facilities used by
IBM to provide and perform the Services as necessary or appropriate for the
performance, delivery and use of the Services by the Certegy Group and for
the operation, maintenance, upgrade, support and use of any other Certegy
hardware, software and other resources located in the Facilities including
the Data Center (i) to the Certegy Group's authorized employees, agents and
representatives, and (ii) to Third Party Providers and third party vendors
and suppliers of installation, maintenance, support and upgrade services,
technology and hardware for the System and any other Certegy hardware,
software and other resources located in the Facilities including the Data
Center serviced thereby. To the extent practical in light of such
installation, maintenance, support and upgrade requirements, Certegy will
provide twenty-four (24) hours notice to IBM prior to any visits by such
Third Party Providers and third party vendors and suppliers.
d) All access to the portion of the Facilities under the control of IBM and
used by IBM to provide and perform the Services (including, without
limitation, the Data Center) shall be subject to (i) reasonable data and
records protection and physical security measures (including Certegy
physical security requirements) and (ii) such Certegy Group employees,
agents and representatives and Third Party Providers and third party
vendors and suppliers undertaking reasonable confidentiality requirements
relating to such visits.
3.6. SECURITY
Certegy will authorize all access to all Software operated by, and Company
Information and other records of the Certegy Group in the possession of IBM in
support of the Services covered by each Transaction Document through the data
and records security procedures as described in Schedule L to such Transaction
Document. IBM shall notify Certegy of the identity of each of the entities and
personnel working with IBM to provide and perform the Services covered by each
Transaction Document that are to be authorized access to the Software utilized
in support of the Services covered by such Transaction Document and the level of
security access required by each. The Parties shall cooperate in administering
security procedures regarding such access, in accordance with such Schedule. IBM
will enable such access by persons as designated by Certegy and deny such access
to all other persons, in accordance with such Schedule.
3.7. TECHNOLOGY REFRESH
IBM will refresh the information technologies components of the Services
(including both hardware and software components) as specifically provided in
the Agreement (including each Transaction Document). This Section 3.7
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shall not affect or limit IBM's obligations or authority to perform the repair,
maintenance and upgrade functions and services as set forth in the Agreement.
3.8. SOFTWARE LICENSES
a) IBM will comply with all license obligations under all licenses and
maintenance agreements for the Software, including without limitation, the
obligations of nondisclosure and scope of use; provided, however, IBM will
only be obligated under this Section 3.8(a) with regard to the licenses and
maintenance agreements for Certegy Software to the extent the obligations
thereunder are disclosed to and accepted by IBM. To the extent provided to
IBM by Certegy prior to execution of each Transaction Document. IBM shall
be deemed to have reviewed and accepted the obligations under the licenses
and maintenance agreements for the Certegy Software listed on Schedules to
such Transaction Document as of the Commencement Date under such
Transaction Document, unless otherwise noted in such Transaction Document.
b) All IBM Software provided by IBM in connection with the Services and any
Certegy Software licensed under a Third Party Agreement shall be licensed
(and the attendant maintenance arrangements contracted) in the name of the
Certegy Group member designated by Certegy as the licensee with IBM having
the right to access and use such Software in performing the Services,
unless IBM can procure such Software (and/or attendant maintenance
arrangement) on a more cost effective basis licensed in its own name.
c) IBM shall use commercially reasonable efforts to obtain from the applicable
Software vendors a right to assign or transfer, without any payment of any
additional fee or charge by Certegy, any licenses (and attendant
maintenance arrangements) for the Software licensed and contracted in IBM's
name as licensee to Certegy upon termination or expiration of the Agreement
and as applicable, each Transaction Document. If IBM is unable to obtain
from the applicable Software vendor the rights described in the immediately
preceding sentence, and, in any event, prior to (i) the addition to the IBM
Software of any software which is not listed in Schedules to a Transaction
Document for the Certegy operations covered by such Transaction Document,
or (ii) any upgrade, enhancement or modification of any IBM Software listed
in Schedules to a Transaction Document for the Certegy operations covered
by such Transaction Document. IBM shall (A) obtain Certegy's prior written
consent for any such actions, (B) provide Certegy with information
regarding the amount of any fees and other reasonable requirements Certegy
would be required to undertake in order to obtain a license to and
maintenance for such IBM Software upon the expiration or termination of the
Agreement and as applicable, each Transaction Document, and (C) use
commercially reasonable efforts to obtain a firm commitment from the
providers of such IBM Software to license and provide maintenance for the
IBM Software to Certegy upon the expiration or termination of the Agreement
upon the payment of such fees and satisfaction by Certegy of such
requirements. If Certegy does not respond to a request for consent from IBM
within twenty-one (21) business days of receipt of such request together
with the information and confirmation of the actions required of IBM in
this Section 3.8(c), Certegy shall be deemed to have granted its consent to
the actions for which IBM requested consent. IBM shall consider and take
into account in the negotiation of its licensing and maintenance
arrangements with providers of the IBM Software, Certegy's reasonable
concerns regarding the terms and conditions of such IBM Software licenses
and maintenance agreements, and make such licenses, maintenance agreements
and related documentation, exclusive of pricing information related to
charges to IBM, available to Certegy upon request.
d) IBM shall not direct the Certegy Group to terminate, extend, replace, amend
or add licenses for the Software and/or the maintenance arrangements
attendant therewith, contracted in the name of a member of the Certegy
Group without notifying Certegy in writing of the proposed action by IBM
and obtaining Certegy's prior written agreement; moreover, IBM shall
provide to Certegy a written report of the reasons for, and the impact and
ramifications on the Services of, such proposed action concurrently with
such notification; IBM may terminate, replace, amend or add licensees for
the IBM Software as it chooses so long as IBM continues to perform the
Services in the manner required by the Agreement; provided, however, IBM
agrees to provide twenty-one (21) business days written notification to
Certegy prior to each such termination, replacement, amendment or addition
and concurrently with such notification, deliver to Certegy a written
report of the reasons for, and the impact and ramifications on the Services
of, IBM's proposed action. In addition, if such action by IBM with respect
to a license and/or maintenance
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arrangement for the IBM Software will have an impact on the Services or the
monitoring and/or evaluation of the Services in a manner that in turn will
have a financial and/or operational impact on the Certegy Group or the
ability of IBM or Certegy to monitor and/or evaluate the performance and
delivery of the Services, and IBM is notified in writing by Certegy of its
estimate of such financial and/or operational impact prior to IBM's
implementation of such action and IBM elects to proceed, IBM will provide
or cause to be provided the programs, services, rights and other benefits
and resources that are the subject of such licenses and maintenance
agreements to the Certegy Group on terms no less favorable than the terms
of such license and maintenance agreements and ensure that there shall be
no negative impact on the ability of IBM or Certegy to monitor and/or
evaluate the performance and delivery of the Services. If Certegy in
connection with or resulting from IBM's termination, replacement, amendment
or addition of any license for IBM Software and/or maintenance arrangement
incurs additional expenses, costs or Losses, including but not limited to
personnel costs, and IBM has been notified in writing by Certegy of its
estimate of such financial impact prior to IBM's implementation of such
action and IBM elects to proceed, IBM shall promptly reimburse Certegy for
such amounts actually incurred by Certegy; provided, however, that in each
instance in this Section 3.8(d) that Certegy provides IBM an estimate of
the financial impact of an action by IBM on Certegy, the amounts
recoverable from IBM by Certegy in each such instance shall not exceed the
amount of the written estimate provided to IBM for each such instance.
e) IBM will update and maintain as changes occur, a listing of all Software by
name, Maintenance Release and Version promoted into production on each
Machine at each location of the Machines and will provide to Certegy upon
request from time to time a copy of such updated list.
3.9. SOFTWARE CURRENCY
The Parties agree to maintain reasonable currency for Maintenance Releases
and Versions of Software, unless Certegy requests otherwise. For purposes
of this Section, "reasonable currency" shall mean that the next Maintenance
Release or Version is installed not later than the longer of (i) twelve
(12) months after the date the licensor makes such Maintenance Release or
Version commercially available, or (ii) within one (1) month after the date
the licensor makes a subsequent Maintenance Release or Version commercially
available which causes Certegy to be more than one Maintenance Release or
Version behind, unless such Maintenance Release or Version contains
defects, Viruses Disabling Code or similar infirmities identified by the
Parties, or either of them, that will adversely affect Certegy's
operations, in which case, the previous Maintenance Release or Version will
be deemed "reasonably current".
In the event Certegy requests IBM to expedite installation of a Maintenance
Release or Version or to delay the installation of a Maintenance Release or
Version of specific Software beyond such period or requires operation and
maintenance of multiple Versions of Software, IBM shall do so, provided,
that if IBM reasonably determines that it will incur any additional costs
as a result of such requests (e.g., Software support costs due to
withdrawal of maintenance by the licensor, multiple version charges, etc.)
for resources not otherwise required to provide the Services under the
applicable Transaction Document or covered under a current Resource Unit
Baseline for such Transaction Document, then IBM will notify Certegy of the
amount of such costs in writing and Certegy, at its option, will either
delay installation of such Maintenance Release or Version or update the
Software to the current level (as applicable) or reimburse IBM for any
demonstrable costs. The installation and promotion into production of each
Maintenance Release and Version shall be performed in accordance with the
Change Control Process.
In addition, Certegy shall relieve IBM from any failure to meet a
Performance Standard or Minimum Service Level to the extent directly
impacted by the delay or acceleration of the next Maintenance Release or
Version until such time as the affected Software is brought to "reasonable
currency" as defined in this Section 3.9.
3.10. VIRUSES
IBM will take commercially reasonable measures to ensure that no Viruses or
similar items are coded or introduced into the System and the operating
environments used to provide the Services. IBM will continue to perform the
Virus protection and correction procedures and processes in place at the
Certegy
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Group prior to the Commencement Date of each Transaction Document, and will
continue to review, analyze and implement improvements to and upgrades of
such virus prevention and correction programs and processes that are
commercially reasonable and consistent with industry standards. If a Virus
is found to have been introduced into the System and the operating
environments used to provide the Services, IBM shall use commercially
reasonable efforts and diligently work to eliminate the effects of the
Virus; provided, however, IBM shall take immediate action if required due
to the nature or severity of the Virus' proliferation. The Party causing or
permitting a Virus to be introduced into the System shall bear the costs
associated with such efforts. Notwithstanding any other term of this
Section 3.10, neither Party shall be liable to the other Party or any of
its Affiliates for any such costs incurred by any of them with respect to
items and areas outside of the System. If the Certegy Group introduces or
permits the introduction of a Virus, IBM shall be relieved of the
Performance Standards and Minimum Service Levels to the extent such Virus
impacts IBM's ability to satisfy such Performance Standards and Minimum
Service Levels.
3.11. SOFTWARE--SUBSTITUTIONS AND ADDITIONS
a) If Certegy requests a substitution of any Software under any Transaction
Document for which IBM has financial responsibility, Certegy shall pay or
receive a credit in the amount by which the periodic license or maintenance
fees attributable to the substituted Software exceeds or is less than the
then-current periodic license or maintenance fees being paid by IBM
attributable to the Software being replaced. If Certegy requests deletion
of any Software for which IBM has financial responsibility from the
Schedules to a Transaction Document and does not immediately substitute any
other new Software therefor, Certegy may utilize an amount equal to the
then-current applicable periodic license and/or maintenance fees
attributable to such deleted Software to offset the fees attributable to
any new Software or receive a credit in such amount. IBM will provide
Certegy with the requisite license and/or maintenance fees support
documentation to assist Certegy in evaluating the decision to replace such
Software. Certegy will be responsible for any other fees payable to the
Software vendor associated with such substitutions or additions.
b) Certegy may add Software to, or delete Software from, the Schedules to any
Transaction Document. IBM agrees to promote into or remove from production,
use and operate any Software selected by Certegy; provided, however, that
any resources (software, hardware, personnel, etc.) required to install,
delete and/or operate such added Software that is not otherwise required to
provide the Services under such Transaction Document, or covered under a
current Resource Unit Baseline for such Transaction Document, will be
provided as New Services pursuant to Sections 3.12. Certegy shall be
permitted by IBM to audit, control and approve all new Software prior to
its promotion into production, and IBM shall provide the cooperation,
information and access necessary or appropriate to permit Certegy to
perform such functions.
c) If IBM timely notifies Certegy that any software requested by Certegy be
substituted for, deleted from, or added to, the Software will have an
adverse impact on the operation of the System before such action is
effected and Certegy directs IBM to effect such action even in view of such
notice, IBM shall be relieved of any failure to satisfy the Performance
Standards and Minimum Service Levels to the extent, and only to the extent,
such action affects IBM's ability to satisfy such Performance Standards and
Minimum Services Levels.
3.12. NEW SERVICES
a) During the Term, Certegy may request IBM to perform a "New Services"
(defined as an additional function, responsibility or task under any
Transaction Document that requires resources for which there is no current
Resource Unit Baseline or charging methodology under such Transaction
Document, that is, such function, responsibility or task is not included in
the Monthly Charge and is not charged separately under another methodology
other than this New Services provision). Further, Certegy's request for a
New Service may include a request for IBM to correspondingly reduce or
eliminate one or more existing elements of the Services then being provided
under the applicable Transaction Document that are being replaced by the
New Services. In such event, IBM shall determine the resources and expenses
related to the element or elements of the Services being reduced or
eliminated and those required for the New Services being added.
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CERTEGY/IBM CONFIDENTIAL
Promptly after receiving each request for New Services from Certegy, IBM
will provide a written quote for such New Services to Certegy setting forth
the net increase or decrease allocable to the resources and expenses
eliminated and/or added in the Monthly Charge and/or other charging
methodologies under the applicable Transaction Document, and as applicable,
increases and decreases in existing Resource Unit Baselines and additional
Resource Unit Baselines, if any, that will be attributable to such New
Services, and will concurrently deliver to Certegy as a part of such quote
a detailed description of and proposal for the New Services together with a
report regarding the ramifications and impacts of such New Services on the
Services under such Transaction Document. All changes in the Monthly Charge
and other charging methodologies will be based upon the required
proportional increase in personnel, System and other resources applicable
to the New Services relative to the Monthly Charge and existing other
charging methodologies. Upon receipt of such quote and other documentation,
Certegy may then elect to have IBM perform the New Services, and the
Monthly Charge and, if applicable, other charging methodologies and
Resource Unit Baselines under such Transaction Document will be established
and/or adjusted to reflect such New Services in a written amendment to the
Agreement in accordance with Section 17.2. Notwithstanding the foregoing,
nothing herein shall be deemed to obligate Certegy to obtain New Services
from IBM.
b) The Parties agree that changes during the Term in functions,
responsibilities and tasks that are within the scope of the Services will
not be deemed to be New Services, if such functions, responsibilities and
tasks evolved or were supplemented and enhanced during the Term by IBM in
its sole discretion or pursuant to the provisions of the Agreement.
3.13. AFFILIATES
If the Certegy Group acquires any additional Affiliates or other operations or
assets during the Term and desires that IBM provide the Services for such
Affiliates or other operations or assets, IBM will provide such Affiliates or
other operations or assets with Services in accordance with the Agreement,
subject to additional charges if acceptance of such responsibilities by IBM
would require usage of Baseline Resources in excess of the Baseline Resources
set forth in the Agreement or additional charges if acceptance of such
responsibilities by IBM would require the performance of New Services as
described in Section 3.12.
4. WARRANTIES/REPRESENTATIONS/COVENANTS
4.1. WORK STANDARDS
IBM warrants, represents and covenants that (a) it has, and during the Term will
have, and each of the IBM employees and subcontractors that it will use to
provide and perform the Services has and during the Term will have, the
necessary knowledge, skills, experience, qualifications and resources to provide
and perform the Services in accordance with the Agreement; (b) it has
successfully provided and performed the Services or services that are
substantially similar to the Services for other customers of IBM; and (c) the
Services will be performed for the Certegy Group in a diligent, workmanlike
manner in accordance with industry standards applicable to the performance of
such services.
4.2. NONINFRINGEMENT
Each of the Parties covenants that it will perform its responsibilities under
the Agreement in a manner that does not infringe, or constitute an infringement
or misappropriation of, any patent, trade secret, copyright or other proprietary
right of any third party. Notwithstanding this provision or any other provision
in the Agreement, Certegy makes no warranty or representation with respect to
any claims for such infringement or misappropriation by virtue of its compliance
with obligations herein to provide IBM access to, use of or benefits of any
Third Party Agreements prior to receiving the necessary Required Consents;
provided, however, that this Section 4.2 shall not relieve Certegy from any
liability or obligation under Sections 8.2 and 14.2.
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CERTEGY/IBM CONFIDENTIAL
4.3. DISABLING CODE
IBM covenants that IBM will take commercially reasonable steps to ensure that no
Disabling Code in the Systems Software will be permitted to be invoked without
the prior written consent of Certegy. IBM further covenants that with respect to
any Disabling Code that may be part of the Systems Software, IBM will not
knowingly invoke Disabling Code at any time, including upon expiration or
termination of the Agreement or any Transaction Document for any reason, without
Certegy's prior written consent.
4.4. AUTHORIZATION AND ENFORCEABILITY
Each Party hereby represents and warrants that:
a) it has all requisite corporate power and authority to enter, and fully
perform pursuant to, into the Agreement;
b) the execution, delivery and performance of the Agreement and the
consummation of the transactions contemplated hereby have been duly and
properly authorized by all requisite corporate action on its part; and
c) the Agreement has been duly executed and delivered by such Party.
4.5. DISCLAIMER
a) IBM does not warrant the accuracy of any advice, report, data or other
product delivered to Certegy to the extent any inaccuracies are caused by
data and/or software provided by Certegy. Such products are delivered AS
IS, and IBM shall not be liable for any inaccuracy therein. IBM will
promptly notify Certegy of any such inaccuracies of which IBM becomes aware
and the cause therefore if known by IBM. IBM will provide commercially
reasonable assistance to Certegy to remedy such problems.
b) Subject to the obligations of IBM to satisfy the Performance Standards and
Minimum Service Levels and provide the Services as set forth in the
Agreement without material denigration or interruption, IBM does not assure
uninterrupted or error-free operations of the Software and Machines.
c) Except as set forth in a Transaction Document, IBM is not providing any
Year 2000 Services under the Agreement. IBM shall not be responsible for
its failure to perform any of its obligations (including, for example,
failure to meet Performance Standards or Minimum Service Levels) under the
Agreement, if such failure is the result of the inability of
1) Certegy's,
2) a third party's or
3) IBM's products installed prior to the Execution Date of a Transaction
Document
(for example, software, hardware or firmware) ("Other Products") to
correctly exchange, process and handle date data (including, but not
limited to, calculating, comparing and sequencing) within, from, into and
between the twentieth and twenty-first centuries, and the years 1999 and
2000, including leap year calculations.
d) IBM assumes no responsibilities or obligations to cause products or
deliverables provided by IBM to accurately exchange date data with Other
Products or to cause Other Products to accurately exchange date data with
products or deliverables provided by IBM.
e) EXCEPT AS PROVIDED IN THE AGREEMENT, THERE ARE NO OTHER EXPRESS WARRANTIES
OR COVENANTS, AND THERE ARE NO IMPLIED WARRANTIES OR COVENANTS, INCLUDING,
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CERTEGY/IBM CONFIDENTIAL
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR COVENANTS OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
4.6. REGULATORY PROCEEDINGS AND COMPLIANCE WITH LAWS
Each Party agrees at its cost and expense to obtain all necessary regulatory
approvals applicable to its business, to obtain any necessary permits for its
business, and to comply with all laws and regulatory requirements applicable to
the performance of its obligations under the Agreement.
4.7. YEAR 2000 WARRANTY
IBM warrants that products manufactured or distributed by IBM and bearing a logo
of IBM and/or an IBM Affiliate ("IBM Logo Products") that are provided under the
Agreement and installed after the Execution Date of a Transaction Document and
used to provide Services under the Agreement will be IBM Year 2000 Compliant,
unless IBM notifies Certegy of its intention to install a non-IBM Year 2000
Compliant IBM Logo Product and Certegy agrees in writing to such installation.
4.8. COVENANT OF COOPERATION AND GOOD FAITH
The Parties covenant to timely and diligently cooperate, with due consideration
of the goals, objectives and purposes of the Agreement, to facilitate the
performance of their respective duties and obligations under the Agreement in a
commercially reasonable manner. Further, the Parties agree to deal and negotiate
with each other and their respective Affiliates in good faith in the execution
and implementation of their duties and obligations under the Agreement.
5. TRANSITION
5.1. TRANSITION PLAN
a) Prior to the Commencement Date for each Transaction Document or such other
date as the Parties may agree, IBM and Certegy through the Certegy/IBM
Integrated Planning Team will have developed and agreed upon the
"Transition Plan" set forth in Schedule H to such Transaction Document,
describing (i) the transition from the Certegy Group to IBM or its
Affiliate of the Affected Employees, if any; (ii) the transition of the
administration, management, operation under and financial responsibility
for the Third Party Agreements from the Certegy Group to IBM or its
Affiliate: and (iii) the transition of the performance of and
responsibility for the other functions, responsibilities and tasks
currently performed by the Certegy Group to IBM or its Affiliate which
comprise the Services covered by such Transaction Document. The Transition
Plan shall be implemented and completed over a mutually agreed period as
set forth in the Transition Plan starting on the Commencement Date, which
period shall not extend beyond a date certain set forth in such Transaction
Document, without the prior written agreement of the Parties (the
"Transition Period"). Notwithstanding the foregoing in this Section 5.1(a),
IBM's and Certegy's responsibilities and obligations with respect to the
Affected Employees, the Third Party Agreements and the other elements of
the Services as set forth in the Agreement shall commence on the dates set
forth in such Transaction Document, or if no date is set forth in such
Transaction Document, the Commencement Date under such Transaction
Document.
b) During the Transition Period, Certegy will cooperate with IBM in
implementing the Transition Plan by providing the personnel (or portions of
the time of the personnel) set forth in the Transition Plan ("Transition
Personnel") and performing the tasks described for Certegy in the
Transition Plan. During the Transition Period. IBM will be responsible for
the provision of the Services set forth in each Transaction Document
(including within those Services the implementation of the Transition
Plan).
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CERTEGY/IBM CONFIDENTIAL
5.2. AFFECTED EMPLOYEES
The Certegy Group may eliminate certain of the positions within the Certegy
Group associated with the Certegy In-Scope Operations commencing on the
Commencement Date under any Transaction Document and through the end of the
Transition Period under such Transaction Document. IBM will, with Certegy's
consent, offer employment to each of the individuals listed on Schedule O to
such Transaction Document, in accordance with the employment guidelines set
forth on such Schedule O (the "Affected Employees"). All costs and expenses
incurred by IBM in connection with the offer to employ and the employment of the
Affected Employees shall be the responsibility of IBM. IBM will promptly
reimburse Certegy for the amount of salary and benefit costs incurred by
Certegy, if any, with respect to each Affected Employee after the Commencement
Date for the period until they receive offers and reject such offers, become IBM
employees, or IBM determines not to offer employment to an Affected Employee in
accordance with its employment guidelines and notifies Certegy in writing of
such determination.
5.3. RESOURCES AND FACILITIES
a) To enable IBM to provide the Services, the Parties may agree under a
Transaction Document for Certegy to provide, at no charge to IBM, the use
of the Certegy Provided Hardware, Certegy Provided Office Furnishings,
Certegy facilities, and offices services such as reasonable local analog
telephone services for the sole purpose of providing and performing the
Services covered by the Transaction Document for the Certegy Group. These
obligations will generally not include the provision of (i) office, storage
or equipment/Data Center space, parking facilities, or heat, light, power,
air conditioning and other similar utilities which will be provided under a
separate lease agreement between the members of the Certegy Group as lessor
and IBM or its Affiliates as lessee for a portion of the Facilities, or
(ii) office support services (e.g., janitorial and security), office
supplies and similar services and consumables. All such items provided by
Certegy shall comply with all applicable laws and regulations relating to
safety and use. Subject to the satisfaction of Certegy's obligation with
respect to compliance with applicable laws and regulations, IBM shall
ensure a safe working environment is maintained with the Certegy Provided
Hardware, Certegy Provided Office Furnishings and Certegy facilities in
compliance with all applicable laws and regulations, and shall take no
action that will compromise such safety of such working environment or
violate such laws and regulations.
1) When the Parties agree that the Certegy Provided Hardware and Certegy
Provided Office Furnishings are no longer deemed necessary to perform
the Services, Certegy's obligations set forth in this Section and in
any Transaction Document with respect to each such item of resources
shall terminate.
b) Except as otherwise provided in the Agreement, IBM will have the
responsibility and obligation to provide and administer, manage, support,
maintain and pay for all resources (including, without limitation,
personnel, hardware, software, facilities, services and other items,
however described) necessary or appropriate for IBM to provide, perform and
deliver the Services as described in the Agreement.
c) IBM will provide and have on site as set forth in each Transaction Document
its Project Executive under each such Transaction Document prior to the
Commencement Date and for the duration of the term of each such Transaction
Document, and will timely provide additional trained and qualified
personnel as necessary or appropriate to facilitate and ensure the timely
and proper definition, provision, performance and delivery of the Services
in accordance with the Agreement.
d) IBM will have the right to change the location of the IBM activities
associated with the Services under any Transaction Document with the prior
written consent of Certegy (which consent shall not be unreasonably
withheld) and upon the occurrence of a Force Majeure Event. Among the
factors Certegy may consider in determining whether to grant any such
consent, Certegy may consider whether any and all changes in the location
of such IBM activities may result (i) in a reduction of IBM's ability to
perform the Services and the Business and Operations Support Plan, (ii) in
any reduced accessibility to IBM and/or the Services by the Certegy Group;
(iii) in any deterioration of the Services; (iv) any decrease in the
security or integrity of operations and Company Information of the Certegy
Group; and (v) in any additional cost to Certegy.
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CERTEGY/IBM CONFIDENTIAL
6. INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS
6.1. CERTEGY/IBM INTEGRATED PLANNING TEAM
a) The Parties shall form and participate in an Integrated Planning Team in
accordance with the provisions of this Section 6 for the following
purposes:
1) to provide leadership and direction for the relationship over the
Term;
2) to define and forecast the resources required to be allocated by IBM
to perform and deliver the Services pursuant to the procedures and
processes for the preparation and update of the "Business and
Operations Support Plan";
3) to define and evaluate the objectives, substance, repricing and
performance of the Services and pricing of new and replacement
services;
4) to provide second level issue resolution for matters that the line
managers are unable to resolve; and
5) to report to Certegy and IBM regarding each of the foregoing areas.
b) The Integrated Planning Team will be comprised of dedicated staffs from
both Parties, representing technology and business management from multiple
geographic locations, as provided in Exhibit 6 and each Transaction
Document. The Integrated Planning Team will be co-chaired by Certegy's
Chief Technology Officer and IBM's Global Project Executive through the
first year of the Term and then the Integrated Planning Team shall be
co-chaired as mutually agreed by the Parties thereafter. The "Charter and
Operating Procedures Guidelines" for the Integrated Planning Team are set
forth in Exhibit 6 and may be modified by the Parties from time to time
during the Term upon agreement.
6.2. REPORTS/PROJECTIONS/PLANS
a) Prior to the Execution Date of each Transaction Document, IBM will provide
Certegy a plan showing the timing of the scheduled hardware and software
upgrades and/or hardware refresh points during the term of such Transaction
Document that are included in the Annual Services Charge and reflected in
the Baselines. Such plan will be updated whenever there is a repricing of
the current Services or the addition or replacement of Services under such
Transaction Document through New Services pursuant to Section 3.12 herein.
Charges and credits with respect to the acceleration, delay or cancellation
of such upgrades and/or refresh are handled by the charging/credit and
pricing adjustment processes set forth in this Agreement, Annual Services'
Charge adjustments, the Transaction Document and its Schedules (e.g.,
Baseline Adjustment, ARCs, RRCs, New Services, benchmarking, etc.).
b) Commencing on September 30, 2001 and on March 31 and September 30 of each
year of the Term thereafter, Certegy will provide to the Integrated
Planning Team its projected business and volume requirements for the
Services for the next twelve (12) and twenty-four (24) calendar months.
Further, Certegy will provide to the Integrated Planning Team in the first
week of each calendar quarter its forecasted business and volume
requirement for the Services for the following calendar quarter. The
quarterly forecast may be amended by Certegy on ninety (90) days' prior
written notice. Within thirty (30) days of receipt of each such projection
and amendment, IBM will review and respond to the projections from Certegy
with the technical provision requirements that it deems necessary to
satisfy the business and volume requirements projected by Certegy. After
review and acceptance by the Integrated Planning Team, the IBM response
will be incorporated into the Business and Operations Support Plan.
c) Commencing on December 31, 2001 and on June 30 and December 31 of each year
during the Term, IBM will provide to the Integrated Planning Team the then
current Business and Operations Support Plan. The Business and Operations
Support Plan will be composed of a short-term, technical plan covering
twelve
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CERTEGY/IBM CONFIDENTIAL
(12) months and any long-range, strategic plan covering twenty-four (24)
months, both of which will be driven by the Certegy Group's business goals
and objectives as reflected in the projections described in 6.2(a) above.
The short-term plan will include an identification of support, processes,
systems, resources and changes required by the Certegy Group, and a
projected time schedule for developing, integrating and implementing the
requirements. The long-range plan will treat the strategic aspects of the
support of the business goals and objectives of the Certegy Group as set
forth in the projections described in Section 6.2(a), including, without
limitation, flexible use of resources managed by IBM as part of the
Services in support of the Certegy Group's business priorities and
strategies.
IBM will draft the Business and Operations Support Plan with Certegy's
active participation, cooperation and advice through the Integrated
Planning Team. IBM will provide input for the plan regarding industry
trends with respect to the Services and proposals with regard to the
Services for process improvements, change management, skilled development,
quality improvement, cost per Resource Unit reductions, increased
efficiency and flexibility in operations and resource utilization, and
enhance functionality. The final Business and Operations Support Plan for
each six (6) month period will be provided by IBM based on the mutual
agreement of the Parties, with any disputed matters being submitted to the
dispute resolution process set forth in Section 16. The Business and
Operations Support Plan will be reviewed and updated at least semi-annually
thereafter. Any changes to the Agreement or the Services required by the
Business and Operations Support Plan will be defined, approved and
implemented in accordance with the Change Control Process set forth in
Section 6.3.
6.3. CHANGE CONTROL PROCESS
Within ninety (90) days after the Effective Date and for the remainder of the
Term, the Parties shall define, establish, implement, document and maintain a
change control process for activities, processes, provisions and operations
under the Agreement including each Transaction Document and to evolve the
Services (the "Change Control Process"). The purposes and objectives of the
Change Control Process are (i) to determine whether a change to the System is
within the scope of the Services or constitutes a New Service under the
applicable Transaction Documents, (ii) to prioritize all requests for changes to
the System ("Change Requests"), (iii) to minimize the risk of exceeding both
time and cost estimates associated with the Change Requests by identifying,
documenting, quantifying, controlling, managing and communicating Change
Requests and their disposition and as applicable, implementation; and (iv) to
identify the different roles, responsibilities and actions that shall be assumed
and taken by the Parties to define and implement the changes to the System.
The Project Executives shall be the focal point for all Change Requests and
shall be responsible for promptly and diligently effecting the activities set
forth above in this Section 6.3 with respect to each Change Request.
The Change Control Process shall include, at a minimum:
1) Changes to the System may be requested by either Party. Since a change
may affect the price, schedule or other terms, both the Certegy and
IBM Project Executives must review and approve, in writing, each
Change Request before any change is implemented.
2) The Party proposing a Change Request will write a Change Request Form
("CRF"), describing the change, the rationale for the change and the
effect that change will have, if completed, or the impact it will
have, if rejected, on the Agreement, any Transaction Document and/or
the Services.
3) Certegy's or IBM's Project Executive, as appropriate, will review the
proposed Change Request. If accepted, the CRF will be submitted to the
other Party for review and approval. If rejected, the CRF will be
returned to the originator along with the reason for rejection.
4) All material Change Requests shall be forwarded to the Integrated
Planning Team for review and approval prior to implementation.
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CERTEGY/IBM CONFIDENTIAL
5) Each approved Change Request will be implemented through a written
change authorization. If any Change Request results in a change in
scope, price, or terms and conditions, then the Agreement and affected
Transaction Document including the Supplement and Schedules thereto,
will be updated to reflect the changes in scope, price or terms and
conditions, as appropriate pursuant to Section 17.2.
7. SERVICES STAFFING/MANAGEMENT/ADMINISTRATION
7.1. PROJECT EXECUTIVES
a) Prior to the Commencement Date under each Transaction Document, IBM and
Certegy will each designate an individual to whom all communications to the
appointing Party may be addressed and who has the authority to act for the
appointing Party and its subcontractors in connection with all aspects of
such Transaction Document (the "Project Executive").
b) Unless otherwise provided in a Transaction Document, IBM shall cause each
person assigned as a IBM Project Executive under each Transaction Document
to devote substantially all of his or her working time and effort in the
employ of IBM to his or her responsibilities for the provision of the
Services under such Transaction Document as required by such Transaction
Document, subject to IBM's reasonable holiday, vacation and medical leave
policies and subject to occasional, short-term, non-recurring work on other
assignments by IBM related to the Project Executive's areas of expertise.
Before the initial and each subsequent assignment of an individual to such
position, each Party shall notify the other Party of the proposed
assignment, introduce the individual to appropriate representatives of the
other Party, and IBM will, consistent with IBM's personnel practices,
provide Certegy with a resume and any other information about a prospective
IBM Project Executive reasonably requested by Certegy. Each Party agrees to
discuss with the other Party any objections the other Party may have to
such assignment.
c) IBM will give Certegy at least ninety (90) days advance notice of a change
of the person appointed as the IBM Project Executive under each Transaction
Document, and will discuss with Certegy any objections Certegy may have to
such change. IBM shall not reassign or replace any person assigned as the
IBM Project Executive during the first year of his or her assignment to the
Certegy service team under any Transaction Document, nor shall IBM assign
more than four (4) different individuals to such position during the term
of any Transaction Document, unless Certegy consents to such reassignment
or replacement, or the IBM employee voluntarily resigns from IBM, requests
a transfer, is terminated by IBM or is unable to work due to his or her
death or disability.
7.2. REPLACEMENT OF PERSONNEL
If Certegy reasonably and in good faith determines that it is not in Certegy's
best interests for any IBM or subcontractor employee to be appointed to perform
or to continue performing any of the Services, Certegy shall give IBM written
notice specifying the reasons for its position and requesting that such employee
not be appointed or be removed from the IBM or IBM subcontractor employee group
servicing Certegy and be replaced with another IBM employee or IBM subcontractor
employee. Promptly after its receipt of such a notice, IBM shall investigate the
matters set forth in the notice, discuss with Certegy the results of the
investigation, and resolve the matter in a mutually agreeable manner.
7.3. RETENTION OF EXPERIENCED PERSONNEL
If IBM fails under any Transaction Document to meet the Performance Standards or
Minimum Service Levels under any Transaction Document persistently or
continuously and if Certegy reasonably believes such failure is attributable in
whole or in part to IBM's reassignment, movement, or other changes in the human
resources allocated by IBM to the performance and delivery of the Services
pursuant to such Transaction Document or the Agreement and/or to the IBM
subcontractors assigned to the Certegy service team, Certegy will notify IBM of
such belief and the basis for such belief. Upon receipt of such notice from
Certegy, IBM (a) will promptly provide to Certegy a report setting forth IBM's
position regarding the matters raised by Certegy in its notice; (b) will meet
with Certegy
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CERTEGY/IBM CONFIDENTIAL
to discuss the matters raised by Certegy in its notice and IBM's positions with
regard to such matters; and (c) will promptly and diligently take commercially
reasonable action to modify or eliminate any IBM practices and/or processes
identified as adversely impacting the performance and delivery of the Services.
7.4. EFFICIENT USE OF RESOURCES
IBM shall take commercially reasonable actions (a) to efficiently administer,
manage, operate and use the resources employed by IBM to provide and perform the
Services that are chargeable to Certegy under the Agreement, and (b) to
diligently and continuously improve the performance and delivery of the Services
by IBM and the elements of the policies, processes, procedures and System that
are used by IBM to perform and deliver the Services, including, without
limitation, re-engineering, tuning, optimizing, balancing or reconfiguring the
processes, procedures and systems used to perform, deliver and track the
Services.
8. RELATIONSHIP PROTOCOLS
8.1. EVOLVING NATURE OF RELATIONSHIP
a) The Supplement and Schedules to each Transaction Document will be updated
by the Parties as necessary or appropriate from time to time during the
Term to accurately reflect the evolution of the Services and components and
elements of the Services as described therein. The preceding sentence is
not intended, nor is it authorization, to expand the scope of the Services
except as provided pursuant to Section 3.12 entitled "New Services."
1) For the one hundred-eighty (180) days following the Commencement Date
under each Transaction Document, IBM and Certegy reserve the right to
inventory, validate and update any information that is reflected in or
omitted from the Transaction Document and attached Supplement and/or
Schedules. If discrepancies are detected, the Transaction Document,
Supplement and/or Schedules shall be promptly changed, modified,
updated and adjusted to correct such discrepancies upon mutual
agreement, so that the Transaction Document, Supplement and/or
Schedules will be correct and accurately reflect the Services and
charges provided by IBM to Certegy Group. If either Party disputes the
existence of a discrepancy identified by the other Party, the Parties
will submit the matter to the Certegy/IBM Integrated Planning Team for
dispute resolution as specified in Section 16.
b) Both Certegy and IBM agree that the Services provided may require
adjustments to reflect the evolving business and operations of the Certegy
Group and IBM, that the relationship memorialized by the Agreement and the
Transaction Documents is dynamic in nature and will evolve as the operating
and business environment of the Certegy Group changes and evolves, and that
the scope of the Services that will be provided by IBM during the Term and
corresponding fees charged by IBM may be changed and modified with the
written agreement of the Parties pursuant to the Change Control Process.
Therefore, the Integrated Planning Team will periodically evaluate the
business and operating strategies of each Party and recommend modifications
to, and evolution of, the Services (including the Performance Standards and
Minimum Service Levels) to optimize such strategies and determine the
effect that any modifications of the Services may have on the fees
chargeable by IBM under the Agreement.
8.2. REQUIRED CONSENTS
a) The Certegy Group shall remain the contracting party of record for the
Third Party Agreements allocable to each Transaction Document and to which
the Certegy Group is a party on the Execution Date under each such
Transaction Document. Certegy shall have the responsibility for timely
obtaining all Required Consents under the Third Party Agreements allocable
to a Transaction Document and to which the Certegy Group is a party, except
Third Party Agreements to which IBM or any Affiliate of IBM is a party. IBM
will provide Certegy with advice and counsel regarding IBM's experience and
agreements with the third party vendors under the Third Party Agreements to
which the Certegy Group is a party on the Execution Date under each such
Transaction Document with regard to obtaining any Required Consents, and
the
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benefit of any relationship of IBM with each such third-party vendor to the
extent permitted under the IBM-third party vendor arrangement to obtain any
Required Consent. IBM will have management and administrative
responsibilities for obtaining all Required Consents under the Third Party
Agreements allocable to each Transaction Document existing on the Execution
Date of each such Transaction Document, subject to the consent of Certegy
to the terms of each such Required Consent. IBM shall have the
responsibility for timely obtaining all Required Consents under Third Party
Agreements allocable to a Transaction Document to which IBM or an Affiliate
is a party, subject to the consent of Certegy to the terms of each such
Required Consent. The provisions of this Section shall be applicable to New
Services unless otherwise provided by the Parties in the documentation
governing New Services.
b) Subject to the provisions of Section 8.3, IBM will use commercially
reasonable efforts to obtain, and will act as Certegy's attorney in fact in
connection with obtaining, any Required Consents that are both (i) the
obligation of Certegy under Section 8.2(a), and (ii) under Third Party
Agreements allocable to a Transaction Document that are entered into after
the Execution Date under such Transaction Document. Upon obtaining a third
party vendor's agreement to terms for a Required Consent, the Required
Consent shall be provided to Certegy for review, approval, and signature.
If IBM is unable to obtain the Required Consent within a reasonable time in
a form acceptable to Certegy, then the Parties' obligations with respect to
the performance of, and payment for, any Services dependent on such
Required Consent shall be determined in accordance with the provisions of
Section 8.2(e).
c) Subject to Section 8.2(d), Certegy shall bear the costs, if any, of
obtaining all Required Consents, including without limitation, all charges
and fees related to obtaining the Required Consents for the Third Party
Agreements allocable to each Transaction Document and to which the Certegy
Group is a party existing as of the Execution Date under each such
Transaction Document, except agreements for software manufactured by IBM
and its Affiliates and Third Party Agreements relating to Systems Software,
Machine maintenance and Machine leases, IBM shall bear the costs of
obtaining all Required Consents for the Third Party Agreements allocable to
each Transaction Document existing as of the Execution Date under each
Transaction Document and not described above as the responsibility of
Certegy. For all Third Party Agreements allocable to each Transaction
Document entered into after the Execution Date under each such Transaction
Document, the Party requesting the product or service to which the Third
Party Agreement relates shall bear the costs, if any, of obtaining Required
Consents. In addition, Certegy shall bear the costs, if any, associated
with the cancellation and re-licensing of any Software allocable to a
Transaction Document and licensed by the Certegy Group prior to the
Execution Date under such Transaction Document if required for IBM to
provide the Services after the Commencement Date under such Transaction
Document, except Software licensed from IBM or any Affiliate of IBM. IBM
shall bear the cost, if any, associated with the cancellation and
re-licensing of any Software allocable to a Transaction Document and
licensed by the Certegy Group prior to the Execution Date under such
Transaction Document licensed from IBM or any Affiliate of IBM, if required
for IBM to provide the Services after the Commencement Date under such
Transaction Document. The provisions of this Section shall be applicable to
New Services unless otherwise provided by the Parties in the documentation
governing New Services
d) Notwithstanding anything to the contrary in Section 8.2(c), IBM shall bear
any costs allocable to Certegy under Section 8.2(c) provided that: (i) the
costs are incurred because the third party vendor from whom a Required
Consent is requested or who requires cancellation and re-licensing of
Software has a pre-existing policy to charge for or not grant a Required
Consent or to require cancellation and re-licensing of Software because of
a dispute with IBM, (ii) the third party vendor does not have such a policy
generally with respect to outsourcing vendors with whom the third party
vendor does not have a dispute, (iii) the policy is not limited to IBM's
outsourcing activities with the Certegy Group, and (iv) Certegy uses
diligent and commercially reasonable efforts to convince the vendor to
treat IBM on the same basis as other outsourcing vendors. In any such case,
IBM may propose a functionally equivalent substitute, if available, for the
product or service provided by the third party vendor, and Certegy will
consider in good faith implementation of such substitute product or
service. No substitute product or service will be implemented without the
consent of Certegy, which shall not be unreasonably withheld. IBM's
liability under this Section 8.2(d) shall be limited to the amounts charged
by a third party vendor that are directly attributable to such third party
vendor's pre-existing policy to charge for Required Consents or to require
cancellation and relicensing of Software when IBM or another outsourcing
vendor with which a dispute exists is the
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CERTEGY/IBM CONFIDENTIAL
outsourcing services provider and shall not in any event include any
amounts that would have otherwise been charged by such third party vendor
if another outsourcing services provider was requesting a Required Consent
or obtaining the right to access Software.
e) Notwithstanding any other provision of the Agreement, no Services requiring
a Required Consent shall commence and no Monthly Charge or other charge
shall commence for such Services until all applicable Required Consents for
such Services are obtained, unless otherwise agreed by the Parties;
provided, however, that to the extent the Monthly Charge or other charge
includes amounts that constitute unrecovered investment of IBM, such
amounts will be due and payable to IBM by Certegy within a period not to
exceed six (6) months following commencement of such Services. IBM will
publish a list each month setting forth the status of each Required Consent
until all Required Consents are obtained. Certegy shall timely cooperate
with IBM in order to facilitate the proper and timely publication of such
monthly Required Consents list. Subject to the foregoing portion of this
Section 8.2(e), if any Required Consent is not obtained with respect to any
of the Third Party Agreements existing as of the Commencement Date under
any Transaction Document, and prior to the Commencement Date, the Parties
agree to commence the provision of Services without such Required Consents,
the Parties shall cooperate with each other in achieving a reasonable
alternative arrangement for Certegy to continue to process its work with
minimum interference to its business operations unless and until such
Required Consents are obtained. The cost of achieving such reasonable
alternative arrangement shall be borne by IBM if caused by Required
Consents needed from (i) IBM or Affiliates of IBM, (ii) from the licensors
of the IBM Software, and/or (iii) from third-party vendors under any Third
Party Agreements treating outsourcing arrangements involving IBM as the
services provider differently than their standard policies afforded to
other outsourcing services providers generally as described in Section
8.2(c), and in all other instances such cost shall be borne by Certegy.
8.3. APPOINTMENT AS ATTORNEY IN FACT
a) Certegy appoints IBM as the attorney in fact of the members of the Certegy
Group, and IBM accepts such appointment as a part of the Services, for the
limited purposes of administering, managing, supporting, operating under
and paying under the Third Party Agreements to which one or more members of
the Certegy Group is a party, and to obtain certain Required Consents as
provided in Section 8.2(b), in connection with the Services as contemplated
by the Agreement. Certegy does not appoint IBM as the attorney in fact of
the members of the Certegy Group for the purposes of entering into oral or
written agreements with any individual or business entity for or in the
name of the Certegy Group or their Affiliates, without the prior express
written approval of Certegy. Certegy agrees to promptly notify all Third
Party Providers under the Third Party Agreements to which one or more
members of the Certegy Group is a party of such appointment. Subject to its
obligation to indemnify Certegy for any applicable penalties, damages,
termination or other charges under Section 14.1, IBM may direct that the
Certegy Group cancel, substitute, terminate, change or add to the Third
Party Providers under the Third Party Agreements as it chooses so long as
IBM continues to perform the Services in the manner required by the
Agreement; provided, however, IBM must submit written notification to
Certegy and obtain Certegy's written agreement prior to the cancellation,
substitution, termination, change or addition of any Third Party Agreement
to which one or more members of the Certegy Group is or will be a party. If
Certegy does not respond to such notice from IBM within twenty-one (21)
business days of Certegy's receipt of such notice, Certegy shall be deemed
to have agreed to the cancellation, substitution, termination, change or
addition described in the IBM notice. If any such cancellation,
substitution, termination, change or addition of a Third Party Agreement
will have an impact on the operations of users that are outside the scope
of the Services and Certegy has notified IBM prior to the expiration of the
Certegy response period described above of such impact and IBM elects to
proceed, IBM will provide or cause to be provided the products and/or
services that are the subject of such Third Party Agreement to the users
that are outside the scope of the Services on terms no less favorable than
the terms of the applicable Third Party Agreement.
b) IBM will perform its obligations and responsibilities as an attorney in
fact pursuant to Section 8.3(a) under all Third Party Agreements to which a
member of the Certegy Group is a party subject to the provisions of the
Agreement, including, without limitation, Section 8.2, this Section 8.3,
Section 9.1 and Section 11, Upon Certegy's request, IBM will provide to
Certegy all information and documentation related to its activities as the
Certegy Group's attorney in fact with regard to such Third Party
Agreements. Certegy may
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CERTEGY/IBM CONFIDENTIAL
terminate or provide additional restrictions on IBM's attorney in fact
appointment with respect to any Third Party Agreement to which one or more
of the members of the Certegy Group is a party if IBM (i) fails to pay any
amount due in a timely manner; (ii) permits an actual default to occur; or
(iii) does not diligently pursue the service and financial benefits
available to the Certegy Group under such Third Party Agreement.
c) Beginning on the Execution Date (as defined in the applicable Transaction
Document) of each Transaction Document and for the term of each such
Transaction Document, the Certegy Group will not enter into any new, or
terminate or amend any existing, Third Party Agreement to which one or more
members of the Certegy Group is a party that adversely impacts IBM's
ability to provide the Services covered by such Transaction Document or
increases IBM's cost of providing such Services without the prior written
consent of IBM.
8.4. CONFLICTS OF INTERESTS
a) Each Party recognizes that IBM personnel providing Services to the Certegy
Group under the Agreement may perform similar services for others and the
Agreement shall not prevent IBM from performing similar services for others
subject to the restrictions set forth in Section 11 and/or the applicable
Transaction Document; provided, however, IBM shall not use any of the
Certegy Provided Hardware or Certegy Software or Certegy Provided Office
Furnishings to perform similar services for others (including the IBM),
without the prior written consent of Certegy.
b) Neither Party, through its personnel at any site covered under a
Transaction Document, shall knowingly, directly or indirectly, solicit any
employee of the other Party or their Affiliates at such site during the
Term of the Agreement unless otherwise agreed in writing by the Parties and
except as provided in Section 12.6(g). Certegy or IBM employee's responses
to or employment resulting from general public solicitations will be
exempted from this provision.
c) Any specific restrictions related to Key Employees shall be as specified in
the applicable Transaction Document.
8.5. ALTERNATE PROVIDERS
a) During the Term, Certegy shall have the right to retain third party
suppliers to perform any service, function, responsibility, activity or
task that is within the scope of the Services or would constitute a New
Service pursuant to Section 3.12, or to perform any such services,
functions, responsibilities or tasks (whether all or a part of the Services
or the New Services) internally. IBM shall cooperate with any such third
party supplier and Certegy as requested from time to time. Such cooperation
shall include, without limitation, (i) providing reasonable physical and
electronic access to the Facilities, the Data Center and the books and
records in the possession of IBM regarding the Certegy Business and/or the
Services; (ii) use of any Machines used by IBM to perform services for the
Certegy Group for the Certegy Business; (iii) use of any of the Software
(other than any Software where the underlying license agreement does not
authorize such access and consent permitting such access and use has not
been obtained); (iv) providing such information (subject to an appropriate
confidentiality agreement, if appropriate) regarding the operating
environment, System constraints, and other operating parameters as is
reasonably necessary for the work product of the third party supplier of
the Certegy Group to be compatible with the Services or New Services; and
(v) such other reasonable cooperation as may be requested by Certegy.
b) IBM's obligations hereunder shall be subject to the third party suppliers'
compliance with reasonable Facilities and Data Center data and physical
security and other applicable standards and procedures, execution of
appropriate confidentiality agreements, and reasonable scheduling of
computer time and access to other resources to be furnished by IBM pursuant
to the Agreement.
c) If IBM's cooperation with Certegy or any third party supplier performing
work as described in Section 8.5(a), causes IBM to expend a material amount
of additional resources and incur costs that IBM would not otherwise have
expended but which fall within the scope of activities comprising the
Services, such
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CERTEGY/IBM CONFIDENTIAL
additional resources and costs will be charged to Certegy under the
established charging mechanism and/or Resource Unit Baseline therefor;
provided, however, if the additional resources expended and costs incurred
are not within the scope of activities comprising the Services, Certegy
shall reimburse IBM at its standard rates for such resources subject to
Section 9.11 hereof and for such costs as invoiced. The Parties further
agree that if in IBM's reasonable, good faith determination, a third party
supplier's activities affect IBM's ability to meet the Performance
Standards or otherwise provide the Services in accordance with the
Agreement, IBM will provide written notice to Certegy of such
determination. The Parties will cooperate to determine and verify whether
such effect is caused by a third party supplier, the extent of such affect,
and how to ameliorate any such effect. IBM shall be excused for any
inability to meet the Performance Standards, Minimum Service Levels or
otherwise provide any of the Services to the extent, and only for the
period, any such third party supplier's activities directly affect and
impact IBM's ability to meet any Performance Standard or Minimum Service
Level or otherwise provide any of the Services in accordance with the
Agreement.
d) Certegy's retention of third party suppliers pursuant to this Section 8.5
to perform services, functions, activities, tasks or responsibilities that
are within the scope of the Services shall not relieve Certegy of its
obligations set forth in the Agreement to pay IBM the charges applicable to
such services, functions, activities, tasks or responsibilities as set
forth in the Agreement, unless Certegy is relieved from such charge
pursuant to a provision of the Agreement or by the agreement of IBM.
8.6. USE OF SUBCONTRACTORS
a) Within thirty (30) days after the Commencement Date under each such
Transaction Document, the Parties will develop and prepare a list of
approved subcontractors under each such Transaction Document that the
Parties agree may be engaged by IBM to perform and deliver the part or
portion of the Services indicated on such list as a subcontractor to IBM
(the "Listed Subcontractors"). Affiliates of IBM shall be deemed to be
Listed Subcontractors. With respect to subcontractors which are not Listed
Subcontractors, IBM shall notify Certegy at least fifteen (15) business
days prior to the proposed date of commencement by IBM of any
subcontractor's activity with respect to the Certegy Group or the Services,
in writing of a decision to delegate or subcontract a function,
responsibility or task to a subcontractor, or to change subcontractors for
any function, responsibility or task, (i) that could have a material affect
on the quality, timing, cost, consistency or performance of the Services
under any Transaction Document or on the operations of any member of the
Certegy Group or on the security of the Certegy Group data, books and
records, or Facilities, or on the Certegy Business as conducted by any
member of the Certegy Group, or (ii) where the subcontractor will interface
directly with the members of the Certegy Group. Upon Certegy's request, IBM
shall promptly provide to Certegy information regarding the proposed new or
replacement subcontractors in order to permit Certegy to determine whether
to grant its consent to such delegation or change or subcontract. Such
information shall include the scope of the Services to be delegated, and
the experience, financial status, resources, and reason for selection of
the proposed subcontractors. Subject to IBM's timely provision of the
foregoing information to Certegy, Certegy shall be deemed to have accepted
such delegation or subcontract or change that is the subject of the
notification by IBM to Certegy, if Certegy has not notified IBM in writing
of its good faith objections to such delegation or subcontract on or before
the fifteenth (15th) day after receipt of such notice from IBM. IBM shall
not delegate or subcontract or change subcontractors unless and until IBM
and Certegy shall have resolved any objection timely made by Certegy to
such proposed action by IBM. In addition, IBM shall not disclose any
Confidential Information of the Certegy Group to any subcontractor unless
and until such subcontractor has agreed in writing to protect the
confidentiality of such Confidential Information in a manner equivalent to
that required of IBM by Section 11.
b) IBM shall remain primarily liable and obligated to Certegy for the timely
and proper performance of all of its obligations hereunder even if such
obligations are delegated to third party subcontractors (including, without
limitation, Affiliates of IBM entering into Transaction Documents with
Certegy and Affiliates of Certegy), and for the proper and timely
performance and actions of any person or entity to which it delegates or
subcontracts any such obligation.
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CERTEGY/IBM CONFIDENTIAL
8.7. CERTEGY APPROVALS AND NOTIFICATION
For those areas of the Services where Certegy (a) has reserved a
right-of-approval, consent or agreement, (b) is required to provide
notification, and/or (c) is to perform a responsibility set forth in the
Agreement, and such approval, consent, notification or performance is delayed or
withheld beyond the period provided in the Agreement, including any Transaction
Document and the Supplement and the Schedules thereto, without authorization or
right and, such delay or withholding is not caused by IBM and affects IBM's
ability to provide the Services under the Agreement including any Transaction
Document and the Supplement and Schedules thereto. Certegy will relieve IBM of
the responsibility for meeting the Performance Standards and Minimum Service
Levels for that portion of the Services to the extent, but only to the extent,
directly affected by such delay or withholding. Certegy will reimburse IBM in
accordance with the Agreement for additional resources, if any, incurred during
such period as a direct result thereof. If not specified otherwise in the
Agreement, the period for such approval or notification shall be fifteen (15)
business days unless another time period is otherwise agreed by the Parties.
9. CHARGES/NEW SERVICES/INVOICES/PAYMENTS
9.1. DISBURSEMENTS
Beginning on the Commencement Date of each Transaction Document, IBM will pay as
part of the Services covered by such Transaction Document the Third Party
Providers for the provision of the software, products and services under the
Third Party Agreements as set forth in the applicable Transaction Document. In
addition, IBM will reimburse Certegy in a timely manner for payments to such
Third Party Providers by the Certegy Group for amounts allocable to periods on
and after the Commencement Date under each such Transaction Document. Certegy
will promptly reimburse IBM for all payments to such Third Party Providers made
by IBM if such payments are allocable to the periods prior to any such
Commencement Date and are not otherwise the responsibility of IBM under the
Agreement. If IBM should receive during the Term any refund, credit or other
rebate in respect of such Third Party Agreements which is attributable to a
period prior to the Commencement Date under the applicable Transaction Document,
IBM will promptly notify Certegy of such refund, credit or rebate and will
promptly pay to Certegy the full amount of such refund, credit or rebate. If
Certegy should receive during the Term any refund, credit or other rebate in
respect of such Third Party Agreements which is attributable to a period after
the Commencement Date under the applicable Transaction Document, Certegy will
promptly notify IBM of such refund, credit or rebate and will promptly pay to
IBM the full amount of such refund, credit or rebate.
9.2. MONTHLY CHARGE
For each month of each Contract Year during the term under each Transaction
Document, Certegy agrees to pay the Monthly Charge as specified in the
Supplement and Schedules to such Transaction Document, together with the other
amounts as described in this Section 9.
All periodic charges under each Transaction Document are to be computed on a
calendar month basis, and will be prorated for any partial month, unless
specifically stated otherwise in the Agreement (including the applicable
Transaction Document).
On a monthly basis IBM will invoice Certegy the Monthly Charge under each
Transaction Document for that month in advance, as specified in the Supplement
and Schedules to each such Transaction Document. The invoices will separately
state applicable taxes owed by Certegy by tax jurisdiction, and charges for
other elements comprising the Monthly Charge as determined by the Parties
pursuant to Section 9.5(b).
9.3. ADDITIONAL CHARGES
Beginning at the end of the first full calendar quarter following the Transition
Period under each Transaction Document and at the end of each calendar quarter
thereafter during the term of each Transaction Document, Certegy and IBM will
review the quantity of Resource Units utilized by Certegy during the preceding
calendar quarter and calculate the net monthly Unplanned Resource Units utilized
by Certegy during such quarter. Certegy and IBM will calculate the charges
applicable to such net monthly Unplanned Resource Units for such quarter in
accordance with
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the Schedule addressing charges under each Transaction Document, and Certegy
will pay the amount of the result of such calculation in accordance with Section
9.7.
9.4. COST OF LIVING ADJUSTMENT
IBM will charge or credit Certegy a Cost of Living Adjustment ("COLA") under
each Transaction Document in accordance with the procedures set forth in
Schedule J to each such Transaction Document beginning after the Commencement
Date under each such Transaction Document, as set forth in such Schedule.
9.5. TAXES
a) The disbursements described in Section 9.1, the Monthly Charges described
in Section 9.2, the additional charges described in Section 9.3 and the
COLA described in Section 9.4, paid by Certegy are inclusive of applicable
sales, use, excise, personal property or other similar taxes attributable
to the period on or after the Commencement Date under each Transaction
Document based upon or measured by (i) IBM's cost in acquiring or providing
equipment, materials, supplies or third party services furnished to or used
by IBM in providing and performing the Services, (ii) the value or cost of
the IBM Machines and IBM Software; and (iii) all taxes payable by IBM with
respect to its revenues, income and profit; provided, however, Certegy will
be responsible for paying all personal property or use taxes due on or with
respect to Certegy Provided Hardware, Certegy Software and Certegy Provided
Office Furnishings. Each Party shall bear sole responsibility for all
taxes, assessments and other real property-related levies on its owned or
leased real property.
b) The Parties agree to reasonably cooperate with each other in good faith to
more accurately determine and reflect each Party's tax liability and to
minimize such liability to the extent legally permissible. Each Party shall
provide and make available to the other any resale certificates and other
exemption certificates or information reasonably requested by either Party.
The Parties will also work together to segregate the Monthly Charges and
other charges, reimbursements and amounts payable hereunder, into separate
payment accounts charged under separate invoices, as appropriate, for
Services and the components of the Services (i.e., components that are
taxable and nontaxable, including those for which a sales, use or similar
tax has already been paid by IBM and for which IBM functions merely as a
paying agent for Certegy in receiving goods, supplies or services including
licensing arrangements that otherwise are nontaxable or have previously
been subjected to tax, components that are capitalized, and components that
are expensed).
c) Notwithstanding any other provision of the Agreement, if a services, value
added or similar tax is assessed on IBM's provision of the Services (or any
New Services) to Certegy or on IBM's charges to Certegy under the
Agreement, Certegy will be responsible for and pay the amount of any such
tax.
9.6. NEW SERVICES
a) The charges for New Services will be integrated into the Supplement and
Schedules to the affected Transaction Document in accordance with Sections
3.12 and 17.2.
b) If the Parties cannot agree either that a function, responsibility or task
falls within the definition of a New Service. IBM shall nevertheless
perform the disputed function, responsibility or task if requested by
Certegy. The determination of whether any function, responsibility or task
is a New Service will be determined pursuant to the dispute resolution
provisions in Section 16. Certegy shall pay fifty percent (50%) of any
charges for the disputed function, responsibility or task under this
Section 9.6 to IBM and fifty percent (50%) of any charges for the disputed
function, responsibility or task under this Section 9.6 shall be held by
Certegy or paid into an interest bearing escrow account in accordance with
Section 9.12, if requested by IBM, pending a resolution of the dispute in
accordance with Section 16. Any payment to Certegy of any such disputed
charge paid by Certegy to IBM and into escrow pursuant to this Section 9.6
after resolution of the applicable dispute, shall be paid from the amount
in escrow with respect to such dispute and then by IBM. All amounts not in
escrow and payable directly by either Party to the other Party upon
resolution of the dispute with respect to which amounts are payable shall
be paid promptly upon
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CERTEGY/IBM CONFIDENTIAL
resolution of the disputed charge together with interest at the rate of one
percent (1%) per month from the date that the payment was originally due to
IBM from Certegy under the Agreement through the date of payment by IBM to
Certegy.
9.7. INVOICE PAYMENT
At its election, Certegy will pay each invoice for charges under the Agreement
either by wire funds transfer or other electronic means acceptable to IBM to an
account specified by IBM or by bank check, within the calendar month in which
such invoice is received by Certegy, provided Certegy receives such invoice on
or before the tenth (10th) day of such month; otherwise such payment shall be
made within thirty (30) days after the date of Certegy's receipt of the invoice.
In the event that any invoice payment is not received by IBM within ten (10)
business days following the date specified for such payment herein, a late
payment fee of one percent (1%) per month, or the maximum amount permissible by
law, whichever is less, of the unpaid, late invoice payment will be due and
payable by Certegy to IBM from the date such payment became overdue through the
date of payment to IBM.
No invoice for charges for any of the Services shall be delivered to Certegy
until after the Services which are the subject of such invoice have been
provided to the Certegy Group; provided, however, any Services that are
expressly stated in the Agreement as prepaid or paid in advance shall be
excluded from the limitation of this sentence to the extent, but only to the
extent, expressly set forth in the Agreement.
9.8. REDACTED ***
9.9. SERVICE CREDITS
If IBM fails to provide the Services in accordance with the Minimum Service
Levels set forth in any Transaction Document, IBM shall incur the charges set
forth in a Schedule to such Transaction Document (each, a "Service Credit";
collectively, the "Service Credits") against the amounts owed to IBM for the
second month following the month in which the Service Credits were incurred. The
Parties agree that the Service Credits are a fair estimate of the damages that
the Certegy Group will incur for each event for which a Service Credit is
granted in the Agreement, that the actual damages incurred by the Certegy Group
in each such event would be difficult and costly to determine, and that the
Service Credits are liquidated damages awarded in lieu of actual damages
incurred by the Certegy Group. The Parties agree that the Service Credits are
not penalties and are the sole and exclusive remedy of Certegy with respect to
the incident or event with respect to which such Service Credits are paid or
credited by IBM to Certegy subject to and as limited by the provisions of
Sections 12 and 13.
9.10. OTHER CREDITS
Except as otherwise set forth in the Agreement, with respect to any amount to be
paid or reimbursed to Certegy by IBM at the time any such amount is due and
payable to Certegy. IBM may pay that amount to Certegy by applying a credit for
the month such amount is due and payable against the charges otherwise payable
to IBM under the Agreement, at IBM's option. Notwithstanding the foregoing, if
the amount to be so paid or reimbursed by IBM in any specific month, exceeds the
charges to Certegy for such month, IBM shall promptly pay any difference to
Certegy by check or wire transfer during such month. If IBM fails to pay any
amount due and payable to Certegy or fails to apply a credit during the month
such amount is due and payable, IBM shall pay or credit such amount together
with interest thereon payable at a rate of one percent (1%) per month, or the
maximum amount permissible by law, whichever is less, of the unpaid, late monies
will be due and payable by IBM to Certegy from the date such monies became due
to Certegy through the date of payment or credit to Certegy.
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9.11. REDACTED ***
9.12. DISPUTED CHARGES/CREDITS
In the event Certegy disputes the accuracy or applicability of a charge or
credit or other financial arrangement described in the Agreement (i.e., Monthly
Charge, Unplanned Resource Units, COLA, Service Credits, pass through billings,
etc.), Certegy shall notify IBM of such dispute as soon as practicable after the
discrepancy has been discovered. The Parties will investigate and resolve the
dispute using the dispute resolution processes provided under Section 16 of the
Agreement. Any undisputed amounts contained in or applicable to an invoice will
be paid by Certegy and any undisputed credit amounts will be promptly credited
by IBM. Upon request of either Party, Certegy in the case of a disputed charge,
or IBM in the case of a disputed credit, shall place the disputed amount in an
interest bearing escrow account established for the benefit of the Parties,
until such dispute is resolved. Upon resolution of the dispute, the Parties
shall be paid any interest having accrued on the disputed amounts held in the
escrow account in connection with such dispute in proportion to the amount
received by each Party with respect to such dispute, and the Parties shall each
pay a portion of the escrow fees attributable to the disputed amount in an
inverse proportion to the percentage of the disputed amount paid to each Party.
Unpaid and uncredited monies that are in dispute and placed in escrow will not
be considered a basis for monetary default under the Agreement.
9.13. REDUCTION OF CERTEGY WORK
a) If, during the Term, Certegy experiences significant changes in the scope
or nature of its business which have or are reasonably expected to have the
effect of causing a substantive and sustained decrease in the amount of IBM
resources used in performing the Services, provided such decreases are not
due to Certegy resuming the provision of such Services by itself or Certegy
transferring the provision of such Services to another vendor, such changes
shall be governed by this Section 9.13. Examples of the kinds of events
that might cause such substantial decreases are:
1) changes in Certegy's products or markets;
2) mergers, acquisitions or divestitures; or
3) changes in market priorities.
b) Certegy will notify IBM of any event or discrete set of events which
Certegy believes qualifies under this Section 9.13, and IBM will identify
in a plan that will be submitted to Certegy for review and acceptance, any
changes that can be made to accommodate such decrease of resource
requirements in a cost-effective manner without disruption to Certegy's
ongoing operations, and the cost savings that will result therefrom.
c) Upon acceptance by Certegy, IBM will make any applicable adjustments to the
Annual Service Charge and the related Baselines to reflect the foregoing
and distribute an amended Supplement to the Parties.
d) Certegy may, at its option and expense, employ an accredited and
independent auditor to verify IBM's methodology for calculating the savings
referenced above conforms to accepted accounting practices.
10. INTELLECTUAL PROPERTY RIGHTS
IBM, the members of the Certegy Group and their respective contractors and
subcontractors may develop, create, modify or personalize (collectively,
"Develop") certain computer programming code, including source and object code
("Code") and other Materials in order to perform the Services. The provisions of
this Section 10 set forth the respective rights of Certegy and IBM in such Code
and other Materials. This Section 10 does not apply to development,
modification, creation, or personalization of templates for commercially
available IBM products (for
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example, Lotus Notes templates). To the extent that Services under any
Transaction Document include the development, modification, creation or
personalization of such templates, rights with respect to such templates will be
set forth in the applicable Transaction Document or applicable Schedule(s).
10.1. OWNERSHIP OF MATERIALS
With respect to any Materials whether Developed solely by IBM or its
subcontractors, or jointly by the Certegy Group personnel or their
subcontractors and IBM or its subcontractors, ownership will be as follows:
a) Certegy Code, Certegy Derivative Code and Certegy Works shall be owned by
Certegy or another member of the Certegy Group, as applicable. During the
Term, IBM shall have an irrevocable, nonexclusive, worldwide, paid-up
license to use, execute, reproduce, display, perform, operate, distribute,
modify, develop, personalize and create Derivative Works from such
Materials internally, and the right to sublicense third parties to do any
of the foregoing, for the sole purpose of performing the Services.
b) IBM Code, IBM Derivative Code, IBM Works and IBM Interfaces shall be owned
by IBM. During the Term, the Certegy Group shall have an irrevocable,
nonexclusive, worldwide, paid-up license to use in the Certegy Business,
execute, operate, reproduce, display, perform, distribute, modify, develop,
personalize and create Derivative Works from, such Materials internally,
and the right to sublicense third parties to do any of the foregoing for
the Certegy Group.
c) With respect to any Materials whether or not Developed under the Agreement,
which are or have been Developed solely by the Certegy Group personnel
and/or their contractors, such Materials shall be owned by Certegy. IBM
shall have an irrevocable, nonexclusive, worldwide, paid-up license to use,
execute, operate, reproduce, display, perform, distribute, modify, Develop,
personalize and create Derivative Works from such Materials internally and
the right to sublicense third parties to do any of the foregoing, to the
extent necessary and for the sole purpose of performing the Services during
the Term.
d) Any ownership or license rights herein granted to either Party or another
member of the Certegy Group or any other Authorized Users are limited by
and subject to any patents and copyrights held by, and terms and conditions
of any license agreements with, applicable Third Party Providers.
e) To the extent that by operation of law any of the Materials may not be
owned by IBM or the Certegy Group to which ownership has been allocated
under this Section 10, each Party agrees to promptly assign, or cause to be
assigned, and take such actions and execute and deliver such documents as
shall be necessary or appropriate to effect such assignment without further
consideration. Each Party hereby assigns, without further consideration,
the ownership of all right, title and interest in all U.S. and foreign
copyrights, and mask work rights (if any) in the Materials to the other
Party as set forth in this Section 10. Such assignee shall have the right
to obtain and hold in its own name or transfer patents and copyrights,
applications, registrations, renewals and all other rights relating or
pertinent thereto.
10.2. OBLIGATIONS REGARDING MATERIALS
a) The Parties agree to reproduce copyright legends which appear on any
portion of the Materials which may be owned by the Parties and any and all
third parties.
b) Except as set forth in Section 11, the Agreement shall not preclude either
Party from Developing materials or providing services which are competitive
to the Materials or Services which might be delivered pursuant to the
Agreement, except to the extent any of same may infringe any of the other
Party's patent rights, copyrights, trade secrets or mask work rights.
c) Neither the Agreement nor any disclosure made hereunder grants any license
to either Party under any patents rights, copyrights, mask work rights or
trade secrets of the other Party, except for the licenses expressly granted
under this Section 10 and Section 12.6 hereof.
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d) Each Party and their respective Affiliates shall have the right to develop
commercialize, use, publish and distribute materials and/or intellectual
property which may be substantially similar to the Materials (including,
without limitation, computer programs and other copyrighted works) for
their own use, for third parties or for other purposes provided that such
activities are effected without breach of their obligations under the
Agreement and do not infringe the intellectual property rights of the other
Party and/or its Affiliates.
11. CONFIDENTIALITY/DATA SECURITY
11.1. CONFIDENTIAL INFORMATION
IBM and Certegy each acknowledge that the other Party and/or its Affiliates
possesses and will continue to possess information, which has commercial value
in such other Party's and/or its Affiliates' business and is not in the public
domain. Such information has been created, discovered, developed by such other
Party and its Affiliates or provided to it by a third party, and such other
Party and/or its Affiliates holds property rights in such information by
assignment, license or otherwise. "Confidential Information" means with respect
to a Party, any and all proprietary business information of the disclosing Party
and/or its Affiliates and/or of third parties in the possession of the
disclosing Party and its Affiliates treated as secret by the disclosing Party
and its Affiliates (that is, it is the subject of efforts by the disclosing
Party and/or its Affiliates that are reasonable under the circumstances to
maintain its secrecy) that does not constitute a Trade Secret (defined below),
including, without limitation, the terms of the Agreement, and any and all
proprietary information in the possession of such disclosing Party and/or its
Affiliates of which the receiving Party and/or its Affiliates become aware as a
result of its access to and presence at the other Party's and/or its Affiliates'
facilities. "Trade Secrets" mean with respect to a Party, information related to
the services and/or business of the disclosing Party and/or its Affiliates
and/or of a third party which (a) derives economic value, actual or potential,
from not being generally known to or readily ascertainable by other persons who
can obtain economic value from its disclosure or use; and (b) is the subject of
efforts by the disclosing Party and/or its Affiliates that are reasonable under
the circumstances to maintain its secrecy, including without limitation (i)
marking any information reduced to tangible form clearly and conspicuously with
a legend identifying its confidential or proprietary nature; (ii) identifying
any oral presentation or communication as confidential immediately before,
during or after such oral presentation or communication; or (iii) otherwise,
treating such information as confidential or secret. Assuming the criteria in
sections (a) and (b) above are met, Trade Secrets include, but are not limited
to, technical and nontechnical data, formulas, patterns, compilations, computer
programs and software, devices, drawings, processes, methods, techniques,
designs, programs, financial plans, product plans, and lists of actual or
potential customers and suppliers. "Company Information" means collectively the
Confidential Information and Trade Secrets. Company Information also includes
information which has been disclosed to either Party and/or its Affiliates by a
third party which such Party and/or its Affiliates is obligated to treat as
confidential or secret.
11.2. OBLIGATIONS
a) Certegy and IBM will each refrain from disclosing, will hold as
confidential, and will use the same level of care to prevent disclosure to
third parties and to hold confidential, the Company Information of the
other Party as it employs to avoid disclosure, publication or dissemination
of its own information of a similar nature but in no event less than a
reasonable standard of care. Notwithstanding the foregoing, the Parties and
their Affiliates to which a Transaction Document is assigned may disclose
Company Information in the case of Certegy and its Affiliates which accept
assignment of a Transaction Document, to members of the Certegy Group or to
companies divested by the Certegy Group that elect to receive services
hereunder as an Authorized User, and in the case of both Parties and their
Affiliates, which accept assignment of a Transaction Document, to companies
divested by the Certegy Group that elect to receive services hereunder as
an Authorized User or to authorized contractors and subcontractors involved
in providing and using the Services under the Agreement where: (i) such
disclosure is necessary to permit the members of the Certegy Group or any
divested companies of the Certegy Group that receive services hereunder as
an Authorized User, or any authorized contractor or subcontractor to
perform its duties hereunder or use the Services; (ii) members of the
Certegy Group and such divested companies of the Certegy Group that elect
to receive services hereunder or any authorized contractor or subcontractor
agree in writing to observe the confidentiality and restricted use and
disclosure covenants and standards of care set forth in this Section 11
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and IBM and Certegy are each third party beneficiaries for all purposes;
and (iii) IBM in the case of Certegy Company Information received by IBM
and/or its Affiliates and disclosed by them as permitted herein or Certegy
in the case of IBM Company Information received by Certegy and/or its
Affiliates and disclosed by them as permitted herein, assumes full
responsibility for the acts or omissions of its Affiliates, contractors and
subcontractors or, in the case of Certegy, its divested companies receiving
services hereunder as an Authorized User, no less than if the acts or
omissions were those of IBM and Certegy respectively.
b) Neither Certegy nor IBM shall use the Company Information of the other
Party except in the case of IBM and its Affiliates and subcontractors, (i)
in connection with the performance of the Services and (ii) as otherwise
specifically permitted in the Agreement, and in the case of Certegy, its
contractors and other members of the Certegy Group, (A) as specifically
permitted in the Agreement and (B) in connection with the use of the
Services. IBM shall be responsible to ensure that its Affiliates and
subcontractors comply with this Section 11.2(b) and Certegy shall be
responsible to ensure that the members of the Certegy Group and its
contractors comply with this Section 11.2(b).
c) Without limiting the generality of the foregoing, neither Party nor their
Affiliates will publicly disclose the terms of the Agreement, except to the
extent permitted by this Section 11 and to enforce the terms of the
Agreement, without the prior written consent of the other. Furthermore,
neither IBM nor Certegy nor their Affiliates will make any use of the
Company Information of the other Party and its Affiliates except as
contemplated by the Agreement; acquire any right in or assert any lien
against the other Party's Company Information except as contemplated by the
Agreement; or refuse to promptly return, provide a copy of or destroy such
Company Information upon the request of the disclosing Party.
d) Notwithstanding any other provision of the Agreement, neither Party will be
restricted in using, in connection with its business operations, any data
processing or network management ideas, concepts, know-how and techniques
which are retained in the minds of employees who have had access to the
other Party's Company Information.
11.3. EXCLUSIONS
Notwithstanding the foregoing, this Section 11 will not apply to any information
which IBM or Certegy can demonstrate was: (a) at the time of disclosure to it,
in the public domain; (b) after disclosure to it, published or otherwise becomes
part of the public domain through no fault of the receiving party; (c) without a
breach of duty owed to the disclosing party, is in the possession of the
receiving party at the time of disclosure to it; (d) received after disclosure
to it from a third party who had a lawful right to and, without a breach of duty
owed to the disclosing party, did disclose such information to it; or (e)
independently developed by the receiving party without reference to Company
Information of the disclosing party. Further, either Party may disclose the
other Party's Company Information to the extent required by law or order of a
court or governmental agency. However, the recipient of such Company Information
must give the other Party prompt notice and make a reasonable effort to obtain a
protective order or otherwise protect the confidentiality of such information,
all at the discloser's cost and expense. It is understood that the receipt of
Company Information under the Agreement will not limit or restrict assignment or
reassignment of employees of IBM and its Affiliates and the Certegy Group within
or between the respective Parties and their Affiliates.
11.4. LOSS OF COMPANY INFORMATION
The receiving Party will immediately notify the disclosing Party, orally or in
writing in the event of any disclosure, loss, or use in violation of the
Agreement of a disclosing Party's Company Information known to the receiving
Party.
11.5. LIMITATION
The covenants of confidentiality set forth herein (a) will apply after the
Effective Date to any Company Information disclosed to the receiving Party
before and after the Effective Date and (b) will continue and must be maintained
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from the Effective Date through the termination of the relationship between the
Parties and (i) with respect to Trade Secrets, until the earlier of ten (10)
years after termination of the Agreement or until such Trade Secrets no longer
qualify as trade secrets under applicable law; and (ii) with respect to
Confidential Information for a period equal to the shorter of two (2) years
after termination of the Parties' relationship under the Agreement, or until
such Confidential Information no longer qualifies as confidential under
applicable law. Neither Party will be responsible for the security of the
Company Information of the other Party during transmission via public
communications facilities or for the loss of or damage to such information
during transmission, except to the extent that such breach of security or loss
or damage is caused by the failure of such Party to perform its obligations
under the Agreement, including exercising the standard of care set forth in
Section 11.2(a).
11.6. DATA
All of Certegy's Company Information (including, without limitation, data,
records and reports related to the Certegy Group, the Certegy Business and the
Services) is represented by Certegy to be the exclusive property of Certegy,
and/or its Affiliates or the property of third parties licensed to Certegy
and/or its Affiliates, and the furnishing of such information, data, records and
reports to, or access to such items by, IBM and/or its Affiliates and/or
subcontractors will not grant any express or implied license to or interest in
IBM and/or its Affiliates and/or subcontractors relating to such information,
data, records and reports except as required to perform the Services pursuant to
the Agreement. Unless specifically provided otherwise in a Transaction Document,
IBM shall have no responsibility with respect to compliance with laws or
regulations applicable to the storage, maintenance, and distribution of Certegy
Company Information to the extent that any such activity by IBM is performed or
implemented in accordance with Certegy's instruction or direction. Upon request
by Certegy at any time and from time to time and without regard to the default
status of the Parties under the Agreement, IBM and/or its Affiliates and/or
subcontractors shall promptly deliver to Certegy Certegy's Company Information
(including without limitation all data, records and related reports regarding
the Certegy Group, the Certegy Business and the Services) in electronic (tape)
format and in such hard copy as existing on the date of the request by Certegy.
12. TERMINATION
12.1. TERMINATION BY CERTEGY
Certegy may terminate any individual Transaction Document for the following
reasons:
a) A material breach of such Transaction Document by IBM and/or its Affiliates
that remains uncured for ten (10) days after receipt of written notice
thereof; provided, however, if a material breach of such Transaction
Document by IBM and/or its Affiliates (other than a breach of Section 11
hereof) occurs that by its nature cannot be cured by IBM in such ten (10)
day period but IBM submits a commercially reasonable written plan to
Certegy within such period to cure such breach after the ten (10) day
period (but in no event more than forty five (45) days after such notice of
breach), the cure period for such breach shall be extended to the date set
forth in the plan; or
b) There exists a series of non-material or persistent breaches by IBM and/or
its Affiliates that in the aggregate have a material and significant
adverse impact (i) on the Services support of the administrative,
management, planning, financial reporting or operations functions of the
Certegy Group or the portion of the Certegy Group constituting the user
group under such Transaction Document, or (ii) on the management of the
Services or the portion of the Services covered by such Transaction
Document; or
c) For convenience upon one hundred eighty (180) days prior notice by Certegy
to IBM; or
d) In the event of a Change of Control of IBM or Certegy, upon one hundred
eighty (180) days prior notice by Certegy to IBM, which notice must be
given within 180 days after the Change of Control; or
e) IBM and/or its Affiliate that has accepted assignment of such Transaction
Document becomes insolvent or is unable to pay its debts or enters into or
files (or has filed or commenced against it) a petition, arrangement,
application, action or other proceeding seeking relief or protection under
the bankruptcy laws
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of the United States or any similar laws of the United States or any state
of the United States or any other country or transfers all or substantially
all of its assets to another person or entity; or
f) IBM and/or its Affiliate that has accepted assignment of such Transaction
Document incurs Direct Damages to Certegy in excess of the IBM Direct
Damages Cap under the circumstances and resulting from the events described
in Section 13.1(a)(i); or
g) Under the circumstances set forth in Section 17.3.
12.2. TERMINATION BY IBM
IBM may terminate any Transaction Document for a material default by Certegy
that remains uncured for a period of sixty (60) days after written notice
thereof to Certegy from IBM.
12.3. TERMINATION CHARGES
a) In the event of a termination by Certegy pursuant to Sections 12.1(c) for
convenience or (d) for Change of Control. Certegy shall pay IBM the
applicable Termination Charge, and Wind-Down Expenses. In the event of a
termination by Certegy pursuant to Section 17.3 for a Force Majeure Event,
Certegy shall pay IBM the amounts set forth in Section 17.3(c)(ii), but
will not be responsible for Termination Charges or Wind-Down Expenses. In
the event of a termination by Certegy pursuant to Sections 12.1(a) for
cause or (b) for persistent breaches or (e) for Bankruptcy or (f) for
exceeding the IBM Direct Damages Cap or Section 3.3 for failing to provide
disaster recovery services, Certegy shall not be responsible for the
payment of the applicable Termination Charge or Wind-Down Expenses. In the
instance of a termination by Certegy pursuant to Section 12.1(b) for
persistent non-material breaches. Certegy may not recover any damages from
IBM for the defaults and breaches by IBM giving rise to the termination;
provided that nothing in this sentence shall preclude any recovery by
Certegy pursuant to Section 8.4(b), Section 9, Section 10, Section 11,
Section 12, Section 13, Section 14, Section 15, or Section 17.3.
b) Except as set forth in Section 12.3(a), Certegy shall not be obligated to
pay any charges that would otherwise accrue and be payable by Certegy
pursuant to the Agreement or any Transaction Document after the effective
date of the expiration or termination of the Agreement or any such
Transaction Document.
12.4. [RESERVED]
12.5. SERVICES TRANSFER ASSISTANCE
a) The Parties agree that IBM will cooperate with the Certegy Group to assist
in the orderly transfer of the services, functions, responsibilities, tasks
and operations comprising the Services under each Transaction Document
provided by IBM and its Affiliates hereunder to one or more members of the
Certegy Group itself or another services provider in connection with the
expiration or earlier termination of the Agreement and/or each Transaction
Document for any reason, however described. Neither the Term of the
Agreement nor any Transaction Document shall be deemed to have expired or
terminated until the Services Transfer Assistance thereunder is completed.
Upon Certegy's request IBM or its Affiliate shall provide transfer
assistance in connection with migrating the work of the Certegy Group to
the Certegy Group itself or another services provider ("Services Transfer
Assistance") commencing up to one (1) year prior to expiration or upon any
notice of termination, or of non-renewal of the Agreement or any
Transaction Document. In the event Certegy shall repeatedly fail to pay any
amounts when due and payable under the Agreement within two (2) years of
the start of Services Transfer Assistance, with or without an attendant
termination for cause by IBM, IBM shall not be required to provide Services
Transfer Assistance unless Certegy prepays the applicable Monthly Charges
for the entire duration of Services Transfer Assistance, if any, applicable
to the Transaction Document(s) being terminated and a reasonable projection
of other charges due under such Transaction Documents for the entire period
Certegy requests Services Transfer Assistance. In no event will Certegy's
holding of or escrow of monies in compliance with Section 9.12 be
considered a failure by Certegy to pay amounts due and payable hereunder.
Further, IBM shall provide the
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Services Transfer Assistance in accordance with this Section 12.5 even in
the event of Certegy's material breach (other than an uncured payment
default) with or without an attendant termination for cause by IBM, if
Certegy prepays a reasonable projection of the other charges due under the
Transaction Document(s) being terminated (other than the Monthly Charge
which shall be paid monthly as provided in the Supplement) for the Services
Transfer Assistance for the entire period Certegy desires IBM to provide
such services to the Certegy Group or its designees. Services Transfer
Assistance shall be provided through the effective date of the expiration
or termination of the Services under the Transaction Documents being
terminated, and upon request by Certegy, the effective date of such
expiration or termination shall be extended for up to one (1) year
thereafter pursuant to the terms and conditions of the Agreement and
applicable Transaction Document(s) and such period shall be considered an
extension of the Term and the term of such Transaction Documents, however
any such extension shall not affect the payment date or amount of any
applicable Termination Charges, which Termination Charges shall be due and
payable as of the initially noticed effective date of termination. Services
Transfer Assistance shall include, but not be limited to, providing the
Certegy Group and their respective agents, contractors and consultants, as
necessary, with services described in a Schedule to each Transaction
Document.
b) If any Services Transfer Assistance provided by IBM requires the
utilization of additional resources that IBM would not otherwise use in the
performance of the Agreement and applicable Transaction Documents but for
which there is a current Resource Unit Baseline. Certegy will pay IBM for
such usage at the then-current applicable Transaction Document(s) charges
and in the manner set forth in the applicable Transaction Document(s). If
the Services Transfer Assistance requires IBM to incur costs that IBM would
not otherwise incur in the performance of the Services under the Agreement
and applicable Transaction Document(s), then IBM shall notify Certegy of
the identity and scope of the activities requiring that IBM incur such
costs and the projected amount of the charges that will be payable by
Certegy for the performance of such assistance. Upon Certegy's
authorization, IBM shall perform the assistance and invoice Certegy for
such charges. Within thirty (30) business days after the date of the
invoice, Certegy shall pay IBM for authorized, additional charges incurred
to provide such assistance to Certegy.
c) If Certegy exercises its option to prepay the Monthly Charges and other
charges reasonably projected by IBM for Services Transfer Assistance with
regard to any Transaction Document and it is determined that such
prepayment is in excess of the actual charges associated with the Services
Transfer Assistance, then IBM shall apply such overpayment to monies
otherwise due IBM or, if no monies are due IBM, promptly refund such
overpayment to Certegy at the end of such Services Transfer Assistance.
Conversely, if the amount prepaid by Certegy to IBM for Services Transfer
Assistance with regard to any Transaction Document does not fully reimburse
IBM for the actual Monthly Charges due and costs incurred by IBM and
chargeable to Certegy hereunder for the provision of Services Transfer
Assistance to Certegy, then IBM shall invoice Certegy and Certegy shall
promptly pay IBM for such additional amounts as incurred and invoiced to
Certegy.
12.6. OTHER RIGHTS UPON TERMINATION
At the expiration or earlier termination of the Agreement and/or any Transaction
Document for any reason, however described, IBM agrees in each such instance, as
applicable:
1) Upon Certegy's request, IBM agrees to sell to Certegy or its designee
for the fair market value thereof, the IBM Machines owned by IBM then
currently being used by IBM primarily to perform the Services or the
portion of the Services covered by the Transaction Document, as
applicable. In the case of IBM Machines that IBM is leasing and using
primarily to perform the Services, IBM agrees to permit Certegy or its
designee to either buy-out the lease on the IBM Machines and purchase
the IBM Machines from the lessor or assume the lease(s) and secure the
release of IBM thereon, subject to the terms of the applicable lease.
Certegy shall be responsible for any sales, use or similar taxes
associated with such purchase of such IBM Machines or the assumption
of such leases.
b) IBM will grant to the members of the Certegy Group and their Affiliates an
irrevocable, nonexclusive, worldwide, perpetual, paid-up source and object
code license to use, execute, operate, reproduce, display,
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perform, distribute, modify, Develop and personalize, and create Derivative
Works from, the IBM Derivative Code, IBM Code. IBM Works and IBM Interfaces
as a part of and in connection with the Certegy Business, and the right to
sublicense third parties to do any of the foregoing for the members of the
Certegy Group. Except as specifically set forth in this Section 12.6(b),
nothing in this Section 12.6(b) grants Certegy any license to any materials
from which IBM Derivative Code or IBM Works are derived.
c) IBM will provide to the Certegy Group a source code and an object code
license for IBM Software proprietary to IBM and not otherwise owned by or
licensed to Certegy in accordance with Section 12.6(b) and not generally
commercially available for use by the Certegy Group as a part of and in
connection with the Certegy Business, upon terms and prices to be mutually
agreed upon by the Parties (which prices shall not be greater than those
then offered to other customers of IBM as described in Section 9.11 or, in
the case where no such customers exist, other third parties). At Certegy's
option, IBM will recommend a mutually agreeable commercially available
substitute, if available, to perform the same function.
d) Subject to Section 12.6(e), if IBM has licensed or purchased and is using
any generally commercially available Software to provide the Services to
the Certegy Group at the date of expiration or termination of the Agreement
or any Transaction Document, Certegy may elect to take a transfer or an
assignment of the license for such software (and any attendant maintenance
agreement), subject to the terms of such license, and reimburse IBM for the
initial license or purchase charges for such IBM Software in an amount
equal to the remaining unamortized cost of such Software, if any,
depreciated over a five (5) year life. Certegy shall also pay any transfer
fee or charge imposed by the applicable vendor and not the obligation of
IBM hereunder, and subject to Certegy's acceptance of any applicable vendor
terms and conditions, such licensed Software shall be transferred or
assigned to Certegy.
e) If IBM has licensed or purchased and is using any generally commercially
available Software to provide the Services to the Certegy Group and other
IBM customers in a shared environment at the date of expiration or
termination of the Agreement or any Transaction Document, IBM, upon request
by Certegy, will assist Certegy in obtaining licenses for such Software
(and any attendant maintenance agreement) subject to Certegy's payment of
any license fee and other charge imposed by the applicable vendor.
f) IBM will use commercially reasonable efforts to negotiate license
arrangements with third parties that will minimize the amount of license
and maintenance agreement transfer and assignment fees to be paid by
Certegy. Certegy may participate in the negotiation of such license and
maintenance agreement arrangements. IBM shall provide reasonable advance
written notice to Certegy of such anticipated negotiations.
g) Upon the date of expiration or termination of the Agreement or any
Transaction Document for any reason, the Certegy Group shall have the right
to make offers of employment to any or all IBM employees performing
Services on a substantially full time basis for the Certegy Group hereunder
or under such Transaction Document, as applicable ("Service Employees").
Promptly after either Party provides the other Party written notice of
termination or expiration with the prior consent of each Services Employee
(each of whom IBM will notify of Certegy's interest), IBM agrees, subject
to the agreement of the Service Employees, to supply Certegy with the names
and resumes requested by Certegy for the purpose of exercising its rights
under this Section 12.6, at no charge. Certegy's rights under this Section
12.6 will take precedence over any IBM/employee employment contract or
covenant that may otherwise limit an employee's right to accept employment
with the Certegy Group.
h) Upon Certegy's request, IBM will transfer or assign to Certegy or its
designee, on mutually acceptable terms and conditions, any Third Party
Agreements not otherwise treated in this Section 12.6, applicable solely to
services being provided to Certegy, including, without limitation, Third
Party Agreements for maintenance, Disaster Recovery Services and other
necessary third party services then being used by IBM to perform the
Services subject to the payment by Certegy of any transfer fee or charge
imposed by the applicable vendors.
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12.7. EFFECT OF TERMINATION/SURVIVAL OF SELECTED PROVISIONS
Notwithstanding the expiration or earlier termination of the Services or the
Agreement or any Transaction Document for any reason however described, the
following Sections of the Agreement shall survive any such expiration or
termination: Section 8.4(b), Section 10, Section 11, Section 12.5, Section 12.6,
Section 12.7, Section 13, Section 14, Section 15, Section 16.1 and Section 17.
13. LIABILITY
13.1. LIABILITY CAPS
a) Except as provided in Section 13.2, the liability of IBM and its Affiliates
to Certegy and its Affiliates under each Transaction Document arising out
of or resulting from the performance or non-performance of IBM and/or its
Affiliates and/or subcontractors of the Services and its obligations under
such Transaction Document shall be limited in the aggregate for all claims,
causes of action or occurrences:
1) to Direct Damages incurred by Certegy and its Affiliates equal to the
charges paid by Certegy for the Services set forth in the supplement
to such Transaction Document during the twelve (12) calendar months
immediately prior to the first event which is the subject of the first
claim or if twelve (12) months have not elapsed in the term of such
Transaction Document at the time of the first such event, the charges
to Certegy for the Services set forth in such Supplement during the
first twelve (12) months of the term of such Transaction Document
("IBM Direct Damages Cap"); and
2) in the event Certegy claims Direct Damages for event(s) which are the
subject matter of claim(s) or cause(s) of action which are the basis
for and result in Certegy's termination of the Agreement or any
Transaction Document pursuant to Section 12.1 (a) for cause or (e) for
Bankruptcy, and the IBM Direct Damages Cap operates to preclude
Certegy's recovery of its full amount of Transition Cover Costs, then
Certegy shall be entitled to recover an additional amount from IBM,
not to exceed fifty percent (50%) of the Direct Damages Cap, which
amount shall be applied only toward such unrecovered Transition Cover
Costs.
b) Except as provided in Section 13.2, the liability of Certegy to IBM arising
out of or resulting from the performance and non-performance of its
obligations under each Transaction Document shall be limited in all cases
to Direct Damages which in the aggregate shall not exceed the amounts
payable by Certegy upon a termination of such Transaction Document for
convenience under Section 12.3(a) (the "Certegy Direct Damages Cap"). The
IBM Direct Damages Cap and the Certegy Direct Damages Cap are herein
collectively called the "Direct Damages Caps".
13.2. EXCLUSIONS
The provisions of Section 13.1 will not apply to (a) failure to pay amounts that
are due and payable under the Transaction Documents, including but not limited
to Monthly Charges, charges for New Services, Termination Charges, Wind-Down
Expenses, accrual and distribution of disputed amounts and interest under
Section 9.12 and amounts payable under Section 17.3(c)(ii); (b) the
indemnification obligations of the Parties pursuant to Section 14; (c) Losses
arising from a violation of the confidentiality provisions of Section 11; (d)
amounts to be paid or credited to Certegy as Service Credits; (e) amounts
payable by IBM under the force majeure provisions of Section 17.3(c)(i) of the
Agreement; and (f) amounts payable to Certegy under Section 9.10 (Other
Credits).
13.3. DIRECT DAMAGES AND COVER CHARGES
Unless specifically provided to the contrary in the Agreement, neither party
shall have any liability whether based on contract, tort (including without
limitation, negligence), warranty, guarantee or any other legal or equitable
grounds to the other party for any damages other than Direct Damages.
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a) "Direct Damages" mean actual, direct damages incurred by the claiming Party
which include, by way of example but without limitation, (i) the costs to
correct any deficiencies in the Services rendered by IBM, (ii) the
difference in the amounts to be paid to IBM hereunder and the charges to be
paid to another service or product provider to provide, and/or the costs
incurred by Certegy and/or its Affiliates to perform, all or a portion of
the Services during any period or periods that IBM and/or its Affiliates
are failing to provide, or are deficient in their performance of, the
Services, (iii) the Service Credits, (iv) Transition Cover Costs, and (v)
similar damages, but "Direct Damages" shall not include (A) loss of
interest, profit or revenue of the claiming Party or (B) incidental,
consequential, special or indirect damages suffered by the claiming Party
(except as the damages described in (A) and (B) are included as a part of
the Termination Charge and the Service Credits or as otherwise provided for
in the Agreement) and shall not include punitive or exemplary damages
suffered by the claiming Party arising from or related to the Agreement,
even if such Party has been advised of the possibility of such losses or
damages.
b) "Transition Cover Costs" means all costs and expenses incurred by the
Certegy Group to transition to another provider of information management
and communications services, and/or take in-house, some or all of such
functions, responsibilities, tasks and activities comprising the portion of
the Services provided under a terminated Transaction Document, after
commercially reasonable efforts to mitigate such costs and expenses.
13.4. DEPENDENCIES
In no event will IBM or its subcontractors be liable for any damages if and to
the extent caused by Certegy's or its Affiliates' or its subcontractors' failure
to perform its responsibilities hereunder provided, however, for the purposes of
this Section 13.4, neither IBM nor its Affiliates nor the Third Party Providers
shall be considered a subcontractor of Certegy. Neither Certegy nor its
Affiliates or subcontractors shall be liable for any damages if and to the
extent caused by any failure to perform by IBM or its Affiliates or
subcontractors.
13.5. REMEDIES
At its option, Certegy may seek all remedies available to it under law and in
equity or recover as liquidated damages the Service Credits, subject to the
limitations and provisions specified in this Section 13. If IBM's provision of
the Services is such that IBM would otherwise owe Certegy a Service Credit and
Certegy elects to recover Service Credits, Certegy's recovery of Service Credits
shall constitute acknowledgment by Certegy of full satisfaction and release of
any claim by Certegy that IBM has breached its obligations under the Agreement
with respect to any such event(s) giving rise to the Service Credits. However,
within three (3) calendar months of the receipt of any Service Credits Certegy
received with respect to any action or inaction by IBM upon which Certegy is
basing termination for cause under Section 12.1(a) or termination for persistent
breaches under Section 12.1(b), Certegy may return, such Service Credits and
pursue a damage claim against IBM, if any such claim exists.
14. INDEMNITIES
14.1. INDEMNITY BY IBM
IBM will indemnify and hold each member of the Certegy Group and their
respective officers, directors, employees, agents, successors, contractors and
assigns (each an "Indemnitee") harmless from and against any and all Losses
incurred by any of them arising from or in connection with:
a) any Claims of infringement of any patent or any copyright, trademark,
service mark, trade name, trade secret, or similar property right conferred
by contract or by common law or by any law of any country, including
without limitation, the United States, and any other applicable
jurisdiction or any state, alleged to have been incurred because of or
arising out of any aspect of the Services (including without limitation any
information technology, information management and communications services,
equipment, software or other resources) provided by IBM and/or its
Affiliates or subcontractors in its performance of the Services; provided,
however, IBM will have no obligation with respect to any Losses to the
extent arising from or in connection with Claims for copyright infringement
and/or breach of software licenses related to the
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Services committed by an Indemnitee or any employee of an Indemnitee that
is not the result of IBM and/or its Affiliates or subcontractors failing to
perform its obligations under the Agreement including, without limitation,
obtaining any Required Consent for which it has responsibility; and
provided, further, that IBM will have no obligation with respect to any
Losses to the extent arising out of or in connection with an Indemnitee's
modification of a program or a machine provided by IBM and/or its
Affiliates or subcontractors, or an Indemnitee's combination, operation or
use of the services, equipment, software or other resources provided by IBM
and/or its Affiliates or subcontractors with devices, data, programs or
other resources not furnished by, through or at the specification of IBM or
its Affiliates or subcontractors, or an Indemnitee's use of equipment or
software provided by IBM and/or its Affiliates to such Indemnitee under a
Transaction Document in a country or countries other than those countries
specifically designated in the Transaction Document or a written notice to
Certegy from IBM,
b) any Claims, however described (including without limitation, failure to
obtain Required Consents or arising from IBM's exercise of its rights to
terminate, modify or change the Third Party Agreements pursuant to Section
8.3(a), accruing during the term of a Transaction Document (that is, not
arising or resulting from a breach by the Certegy Group before such
effective date or after the termination date of such Transaction Document)
regarding any Third Party Agreement covered by such Transaction Document;
provided, however, IBM will have no obligation with respect to any Losses
to the extent arising out of or in connection with Claims for copyright
infringement and/or breach of software licenses related to the Services (i)
committed by any Indemnitee or any employee of an Indemnitee that is not
the result of IBM and/or its Affiliates or subcontractors failing to
perform its obligations under such Transaction Document including, without
limitation, obtaining any Required Consent for which it has responsibility
or (ii) to the extent arising out of or result from Certegy failing to
perform its obligations under the Agreement including obtaining any
Required Consent for which it has responsibility;
c) any Claims for personal injuries, death or damage to tangible personal or
real property of third parties including employees of IBM, its Affiliates,
contractors and subcontractors caused by the negligence or willful
misconduct of IBM, its employees, Affiliates, contractors or
subcontractors; provided that IBM will have no obligation under this part,
to the extent the same arise out of or in connection with the negligence or
willful misconduct of a member of the Certegy Group;
d) any Claims for amounts, including but not limited to taxes, interest and
penalties, assessed or claimed against the Certegy Group which are
obligations of IBM under the Agreement;
e) any Claim for violation of environmental laws or regulations arising out of
the Agreement or as a result of the Services performed at the Facilities,
the Data Center or the other Certegy sites or locations to the extent IBM
or its Affiliates or subcontractors has caused the environmental damage or
violation of the environmental laws or regulations from which the Claim
arises;
f) any Claims directly attributable to IBM's decision to request that Certegy
cancel, substitute, terminate, change, add or breach any Third Party
Agreement and Certegy's assent to and compliance with such decision and
Losses (not to exceed the financial estimate specified in Section 3.8(d)
incurred by Certegy associated with such decision by IBM and compliance by
Certegy;
g) any Claims for penalties, interest and other charges imposed by a taxing
authority (except the actual taxes payable by Certegy under the terms of
the Agreement) arising out of or resulting from IBM issuing an incorrect
invoice or other information provided to Certegy in writing regarding its
charges to Certegy for the Services to Certegy;
h) any Claims by any Affected Employees arising out of or resulting from their
employment, or the termination of their employment, with IBM and/or its
Affiliates, except to the extent any such Claim arises from a wrongful act
of Certegy and/or its Affiliates and/or subcontractors; and
i) any Claims arising out of or resulting from a breach by IBM and/or its
Affiliates of Section 4.6 of this Master Agreement to the extent that such
regulatory approvals, permits, laws and regulatory requirements
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are of specific application to the provision of information technology
services by IBM and/or its Affiliates to the Certegy Group under the
Agreement.
In the event and to the extent that a Claim is made against an Indemnitee by an
employee of IBM, its contractors or subcontractors providing services, products
and/or software hereunder, the Parties agree that IBM shall indemnify and hold
harmless the Indemnitee to the same extent as if the Claim was made by a
non-employee of IBM, its contractors or subcontractors. IBM's indemnification
hereunder shall be primary and immediate. Accordingly, in addition to other
provisions herein, and in order to render the Parties' intent and this
indemnification agreement fully enforceable, IBM, in an indemnification claim
hereunder, expressly and without reservation waives any defense or immunity it
may have under any applicable workers' compensation law(s) or any other statute
or judicial decision disallowing or limiting such indemnification and consents
to a cause of action for indemnity. This waiver and consent to indemnification
is made irrespective of and specifically waiving any defense or immunity under
any statute or judicial decision.
14.2. INDEMNITY BY CERTEGY
Certegy will indemnify and hold harmless IBM, its Affiliates that are assignees
of a Transaction Document, and their respective officers, directors, employees,
agents, successors and assigns (each an "IBM Indemnitee") harmless from and
against any and all Losses incurred by any of them arising from or in connection
with:
a) any Claims of infringement of any patent or any copyright, trademark,
service mark, trade name, trade secret, or similar property right conferred
by contract or by common law or by any law of any country, including
without limitation, the United States and any other applicable jurisdiction
or any state, alleged to have been incurred because of or arising out of
any equipment, materials and other resources (including without limitation
information technology, information management and communications services
equipment, software or other resources) provided to IBM and/or its
Affiliates by the Certegy Group in connection with the performance of the
Services; provided, however, Certegy will have no obligation with respect
to any Losses to the extent arising out of or in connection with Claims for
copyright infringement and/or breach of software licenses related to the
Services, committed by an IBM Indemnitee or any employee of an IBM
Indemnitee that is not the result of the Certegy Group failing to perform
its obligations under the Agreement including, without limitation,
obtaining any Required Consent for which it has responsibility; and
provided, further, that Certegy will have no obligation with respect to any
Losses to the extent arising out of or in connection with an IBM
Indemnitee's modification of a program or a machine provided by a member of
the Certegy Group, or a IBM Indemnitee combination, operation or use of the
equipment, software or other resources provided by the Certegy Group with
devices, data, programs or other resources not furnished by the Certegy
Group, or an IBM Indemnitee's use of equipment or software provided by the
Certegy Group to such IBM Indemnitee's under a Transaction Document in a
country or countries other than those countries specifically designated in
the Transaction Document or a written notice to IBM from Certegy or an
applicable Third Party Agreement;
b) any Claims accruing before the effective date or after the termination date
of a Transaction Document regarding any Third Party Agreements between
members of the Certegy Group and a third party covered by such Transaction
Document, including without limitation, failure to obtain Required Consents
but not including Claims arising or resulting from IBM and/or its
Affiliates failing to perform its obligations under the Agreement
including, without limitation, obtaining any Required Consent for which it
has responsibility;
c) any Claims for amounts, including without limitation, taxes, interest and
penalties assessed or claimed against IBM which are obligations of Certegy
under the Agreement,
d) any Claims for personal injuries, death or damage to tangible personal or
real property of third parties including employees of the Certegy Group
caused by the negligence or willful misconduct of the Certegy Group or
their employees; provided that Certegy will have no obligation, under this
part, to the extent the same arise out of or in connection with the
negligence or willful misconduct of IBM, its Affiliates or subcontractors;
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CERTEGY/IBM CONFIDENTIAL
e) any Claims arising out of or resulting from the operations of the Certegy
Group, including the provision of access to the Services pursuant to
Section 17.15, to the extent such Claims do not arise out of a breach of
the Agreement by IBM and are not the subject of a specific indemnity
provided to Certegy by IBM in Section 14.1; provided, however, that Certegy
will have no obligation under this item, to the extent the Claims arise out
of or result from the negligence or willful misconduct of IBM, its
Affiliates or subcontractors;
f) any Claim for violation of environmental laws or regulations arising out of
the Services performed at the Facilities, the Data Center or other Certegy
Group sites or locations except to the extent that IBM or its Affiliates or
subcontractors has caused the environmental damage or violation of the
environmental laws or regulations from which the Claim arises;
g) any Claims by any Affected Employees arising out of or resulting from their
employment, or the termination of their employment, with Certegy, except to
the extent any such Claim arises from a wrongful act of IBM and/or its
Affiliates and/or subcontractors; and
h) any Claims arising out of or resulting from the operations of the Certegy
Group and arising from acts of Authorized Users.
In the event and to the extent that a Claim is made by an employee of a member
of the Certegy Group against an IBM Indemnitee, the Parties agree that Certegy
shall indemnify and hold harmless the IBM Indemnitee to the same extent as if
the Claim was made by a non-employee of the members of the Certegy Group.
Certegy's indemnification hereunder shall be primary and immediate. Accordingly,
in addition to other provisions herein, and in order to render the Parties'
intent and this indemnification agreement fully enforceable, Certegy, in an
indemnification Claim hereunder, expressly and without reservation waives any
defense or immunity it may have under any applicable workers' compensation
law(s) or any other statute or judicial decision disallowing or limiting such
indemnification and consents to a cause of action for indemnity. This waiver and
consent to indemnification is made irrespective of and specifically waiving any
defense or immunity under any statute or judicial decision.
14.3. EMPLOYMENT ACTIONS
It is agreed that IBM shall be solely and exclusively responsible for personnel
decisions affecting IBM's employees, contractors, subcontractors and agents
(including without limitation, hiring, promotions, training, compensation,
evaluation, discipline, and discharge). Certegy shall be solely and exclusively
responsible for personnel decisions affecting employees, contractors, and agents
of the members of the Certegy Group (including without limitation, hiring,
promotion, training, compensation, evaluation, discipline and discharge).
14.4. EXCLUSIVE REMEDY
The indemnification rights of each Indemnitee and IBM Indemnitee (individually
an "Indemnified Party") for third party Claims pursuant to Sections 14.1 and
14.2, shall be the sole and exclusive remedy of such Indemnified Party with
respect to each such third party Claim to which such indemnification relates.
14.5. INDEMNIFICATION PROCEDURES
a) Written notice shall be given to the Party that is obligated to provide
indemnification under Sections 14.1 and 14.2 (the "Indemnifying Party"), if
any civil, criminal, administrative or investigative action or proceeding
is commenced or threatened by a third party (any of the above being a
"Claim") against any Indemnified Party. Such notice shall be given as
promptly as practicable but in all events, within a period that will not
prejudice the rights of the Indemnified Party under the Agreement to defend
the Claim. After such notice, if the Indemnifying Party acknowledges in
writing to the Indemnified Party that the Agreement applies with respect to
such Claim, then the Indemnifying Party shall be entitled to take control
of the defense and investigation of such Claim and to employ and engage
attorneys of its sole choice to handle and defend the same, at the
Indemnifying Party's sole cost and expense. The Indemnifying Party must
deliver written notice of its election of taking such control of the claim
to the Indemnified Party not fewer
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than ten (10) days prior to the date on which a response to such Claim is
due or such lesser period as is reasonable given the nature of the Claim
and the notice and response time permitted by law or the facts and
circumstances. The Indemnified Party shall cooperate in all reasonable
respects with the Indemnifying Party and its attorneys in the
investigation, trial, defense and settlement of such Claim and any appeal
arising therefrom. The Indemnified Party may participate in such
investigation, trial, defense and settlement of such Claim and any appeal
arising therefrom, through its attorneys or otherwise, at its own cost and
expense. No settlement of a Claim that involves a remedy other than the
payment of money by the Indemnifying Party shall be entered into without
the consent of the Indemnified Party, which consent will not be
unreasonably withheld.
b) After notice to the Indemnified Party of the Indemnifying Party's election
to assume full control of the defense of any such Claim, the Indemnifying
Party shall not be liable for any legal expenses incurred thereafter in
connection with the defense of that Claim by the Indemnified Party. If the
Indemnifying Party does not promptly assume full control over and
diligently pursue the defense of a Claim as provided in this Section 14.5,
the Indemnified Party shall have the right to defend, settle or otherwise
resolve the Claim in such manner as it may deem appropriate, at the cost
and expense of the Indemnifying Party, and the Indemnifying Party may
participate in such defense, at its sole cost and expense. In no event
shall any settlement of the Claim pursuant to this Section 5(b) require the
consent of the Indemnifying Party.
14.6. LIMITATION
Notwithstanding anything to the contrary in this Master Agreement, the
provisions of Section 13.2 of this Master Agreement shall not apply to the
indemnification obligations of IBM pursuant to Section 14.1(i) of the Master
Agreement.
15. INSURANCE AND RISK OF LOSS
15.1. IBM INSURANCE
During the Term of the Agreement, IBM and each IBM contractor and subcontractor
shall maintain and keep in force, at its own expense, the following minimum
insurance coverages and minimum limits:
a) workers' compensation insurance, with statutory limits as required by the
various laws and regulations applicable to the employees of IBM or any IBM
contractor or subcontractor;
b) employer's liability insurance, for employee bodily injuries and deaths,
with a limit of $500,000 each accident;
c) comprehensive or commercial general liability insurance, covering claims
for bodily injury, death and property damage, including premises and
operations, independent contractors, products, services and completed
operations (as applicable to the Services), personal injury, contractual,
and broad-form property damage liability coverages, with limits as follows:
(1) occurrence/aggregate limit of $ 1,000,000 for bodily injury, death and
property damage per occurrence of $2,000,000 combined aggregate, or (2)
split liability, without aggregate limits, of (i) $2,000,000 for bodily
injury per person; (ii) $2,000,000 for bodily damage per occurrence; and
(iii) $500,000 per occurrence for property damage;
1) comprehensive automobile liability insurance, covering owned,
non-owned and hired vehicles, with limits as follows (1) combined
single limit of $1,000,000 for bodily injury, death and property
damage per occurrence; or (2) split liability limits of (i) $
1,000,000 for bodily injury per person; (ii) $ 1,000,000 for bodily
injury per occurrence, and (iii) $250,000 for property damage; and
d) all-risk property insurance, on a replacement cost basis, covering the real
and personal property of IBM which IBM is obligated to insure by the
Agreement. Such real and personal property may include buildings,
equipment, furniture, fixtures and supply inventory.
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All such policies of insurance of IBM and its contractors and subcontractors
shall provide that the same shall not be canceled nor the coverage modified nor
the limits changed without first giving thirty (30) days prior written notice
thereof to Certegy. No such cancellation, modification or change shall affect
IBM's obligation to maintain the insurance coverages required by the Agreement.
Except for workers' compensation insurance, Certegy shall be named as an
additional insured on all such required policies. All liability insurance
policies shall be written on an "occurrence" policy form. Certegy shall be named
as loss payee as its interest may appear on the property insurance policies of
IBM. IBM shall be responsible for payment of any and all deductibles from
insured claims under its policies of insurance. The coverage afforded under any
insurance policy obtained by IBM pursuant to the Agreement shall be primary
coverage regardless of whether or not Certegy has similar coverage. IBM and its
contractors and subcontractors shall not perform under the Agreement without the
prerequisite insurance. Upon Certegy's request, IBM shall provide Certegy with
certificates of such insurance including renewals thereof. Unless previously
agreed to in writing by Certegy, IBM's contractors and subcontractors shall
comply with the insurance requirements herein. The minimum limits of coverage
required by the Agreement may be satisfied by a combination of primary and
excess or umbrella insurance policies. If IBM or its contractors or
subcontractors shall fail to comply with any of the insurance requirements
herein, upon written notice to IBM by Certegy and a ten (10) day cure period,
Certegy may, without any obligation to do so, procure such insurance and IBM
shall pay Certegy the cost thereof plus a reasonable administrative fee as
designated by Certegy. The maintenance of the insurance coverages required under
the Agreement shall in no way operate to limit the liability of IBM to Certegy
under the provisions of the Agreement.
The parties do not intend to shift all risk of loss to insurance. The naming of
Certegy as additional insured is not intended to be a limitation of Provider's
liability and shall in no event be deemed to, or serve to, limit Provider's
liability to Certegy to available insurance coverage or to the policy limits
specified in this Section 14, nor to limit Certegy's rights to exercise any and
all remedies available to Certegy under contract, at law or in equity.
15.2. RISK OF PROPERTY LOSS
IBM is responsible for risk of loss of, or damage to, the Software, Machines,
Certegy Provided Office Furnishings and Certegy Group data in its possession or
control, and Certegy is responsible for risk of loss of, or damage to, the
Software, Machines and Certegy Group data in its possession or control.
15.3. MUTUAL WAIVER OF SUBROGATION
a) To the extent permitted by law, IBM and its Affiliates, contractors,
subcontractors, and their respective directors, officers, employees, agents
and insurers hereby waive their rights of subrogation against the member of
the Certegy Group and their respective directors, officers, employees,
agents, contractors and subcontractors for any loss or damage to the IBM
Machines, IBM Software, and other tangible and intangible, real and
personal property of IBM and its Affiliates, contractors and subcontractors
resulting from operations in connection with the Agreement. Each property
and worker's compensation insurance policy of IBM and its Affiliates,
contractors and subcontractors shall be endorsed to provide a waiver of any
and all rights of subrogation against the Certegy Group and their
respective directors, officers, employees, agents, contractors and
subcontractors for loss resulting from operations in connection with the
Agreement.
b) To the extent permitted by law, Certegy, the other members of the Certegy
Group and their respective directors, officers, employees, agents and
insurers hereby waive their rights of subrogation against IBM and its
Affiliates, contractors and subcontractors for any loss or damage to the
Certegy Provided Hardware, Certegy Software, Certegy Provided Office
Furnishings and other tangible and intangible, real and personal property
of Certegy and the other members of the Certegy Group resulting from
operations in connection with the Agreement. Each property and worker's
compensation insurance policy of Certegy shall be endorsed to provide a
waiver of any and all rights of subrogation against IBM and its Affiliates,
contractors and subcontractors for loss resulting from operations in
connection with the Agreement.
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16. DISPUTE RESOLUTION
16.1. DISPUTE RESOLUTION PROCEDURES
a) Any dispute between the Parties either with respect to the interpretation
of any provision of the Agreement or with respect to the performance
hereunder by IBM or by Certegy or their respective Affiliates shall be
resolved as specified in this Section 16.1.
1) Upon the written request of either Party, a dispute shall be submitted
to the Integrated Planning Team for resolution.
2) The Integrated Planning Team shall meet as often as necessary to
gather and furnish to each Party all non-privileged information with
respect to the matter in issue which is appropriate and germane in
connection with its resolution.
3) The Integrated Planning Team shall discuss the problem and negotiate
in good faith in an effort to resolve the dispute without the
necessity of any formal proceeding relating thereto.
4) During the course of such negotiation, all reasonable requests made by
one Party to the other for nonprivileged information reasonably
related to the Agreement, will be honored in order that each Party may
be fully advised of the other Party's position.
5) The specific format for such discussions will be left to the
discretion of the Integrated Planning Team, but may include the
preparation of agreed upon statements of fact or written statements of
position furnished by each Party to the other Party.
b) If the Integrated Planning Team does not resolve the dispute within thirty
(30) days after the date of receipt by the other Party of a request to
submit the dispute to the Integrated Planning Team as described in Section
16.1 (a)(1) (the "Notice"), then the dispute shall be escalated to an
officer of Certegy and an officer of IBM, for their review and resolution
within forty-five (45) days after receipt of the Notice.
c) If the officers referred to in Section 16.1(b) do not resolve the dispute
within forty-five (45) days after the Notice, then the dispute shall be
escalated to the President of Certegy and the IBM corporate officer in
charge of IBM Global Services, for their review and resolution within sixty
(60) days after the Notice.
d) If the dispute is not resolved by the Parties' representatives identified
in Section 16.1(c) within ninety (90) days after the Notice, the Parties
agree to try in good faith to resolve the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association, before
resorting to litigation or some other dispute resolution procedure.
e) If the dispute is not resolved by mediation within one hundred twenty (120)
days after the Notice, then the Parties may initiate formal proceedings;
however, formal proceedings for the judicial resolution of any such dispute
may not be commenced until the earlier of:
1) the designated representatives concluding in good faith that amicable
resolution through continued negotiation of the matter in issue does
not appear likely; or
2) one hundred twenty (120) days after the Notice; or
3) thirty (30) days before the statute of limitations governing any cause
of action relating to such dispute would expire.
Notwithstanding anything to the contrary in this Section 16.1(e), the Integrated
Planning Team shall have the authority to stay the time periods set forth in
this Section 16.1 upon unanimous vote of its members to take such action.
Page 49 of 55
CERTEGY/IBM CONFIDENTIAL
f) Notwithstanding any other provision of this Section 16.1, either Party may
resort to court action for injunctive relief at any time if the dispute
resolution processes set forth in this Section would permit or cause
irreparable injury to such Party or any third party claiming against such
Party, due to delay arising out of the dispute resolution process.
16.2. CONTINUED PERFORMANCE
The Parties agree to continue performing their respective obligations under the
Agreement while the dispute is being resolved unless and until such obligations
are terminated or expire in accordance with the provisions of the Agreement or
unless such performance is prevented by the actions of the other Party.
17. GENERAL
17.1. RELATIONSHIP OF PARTIES
The Agreement shall not be construed as constituting either Party or its
Affiliates as partner of the other Party and its Affiliates or to create any
other form of legal association that would impose liability upon one Party or
its Affiliates for the act or failure to act of the other Party and its
Affiliates or as providing either Party, or its Affiliates with the right, power
or authority (express or implied) to create any duty or obligation of the other
Party and its Affiliates, except as provided in Section 8.3. Each Party shall be
responsible for the management, direction and control of the employees of such
Party and its Affiliates and such employees shall not be employees of the other
Party or its Affiliates.
Each Party will submit to the other Party all advertising, written sales
promotion, press releases and other publicity matters relating to the Agreement
in which the other Party's or its Affiliate's name or mark is mentioned or
language from which the connection of said name or mark may be inferred or
implied, and will not publish or use such advertising, sales promotion, press
releases, or publicity matters without prior written approval of the other
Party. However, either Party may include the other Party's and/or its Affiliates
name and a factual description of the work performed under the Agreement on
employee bulletin boards, in its list of references and in the experience
Section of proposals to third parties, in internal business planning documents
and in its annual report to stockholders, and whenever required by reason of
legal, accounting or regulatory requirements.
17.2. ENTIRE AGREEMENT, UPDATES, AMENDMENTS AND MODIFICATIONS
The Agreement (including the Transaction Documents and the Supplement and
Schedules thereto) constitutes the entire agreement of the Parties and their
Affiliates with regard to the Services and matters addressed therein, and all
prior agreements (including, without limitation, the Agreement for Systems
Operations Services dated April 20, 1993, as amended), letters, proposals,
discussions and other documents regarding the Services and the matters addressed
in the Agreement (including the Transaction Documents and the Supplement and
Schedules) and are superseded and merged into the Agreement (including the
Transaction Documents and the Supplement and Schedules thereto). Updates,
amendments and modifications to the Agreement including the Transaction
Documents may not be made orally, but shall only be made by a written document
signed in the case of this Master Agreement by both Parties and in the case of
each Transaction Document, by the Parties and, if applicable, permitted
assignees of such Transaction Documents. Any terms and conditions varying from
the Agreement (including the Transaction Documents and the Supplement and
Schedules thereto) on any order or written notification from either Party or its
Affiliates shall not be effective or binding on the other Party or its
Affiliates.
17.3. FORCE MAJEURE
a) Neither Party shall be liable for any default or delay in the performance
of its obligations hereunder, except for payment defaults, if and to the
extent and while such default or delay is caused, directly or indirectly,
by fire, flood, earthquake, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions or revolutions, strikes,
lockouts, or labor difficulties or any other similar cause beyond the
reasonable control of such Party and its Affiliates other than strikes,
lockouts, or labor difficulties initiated by such Party's or its Affiliates
or subcontractor's employees; and provided such default or delay could not
Page 50 of 55
CERTEGY/IBM CONFIDENTIAL
have been prevented by reasonable precautions and cannot reasonably be
circumvented by the nonperforming Party or its Affiliates through the use
of alternate sources, work-around plans or other means, (individually, each
being a "Force Majeure Event").
b) If a Force Majeure Event occurs, the nonperforming Party will be excused
from any further performance or observance of the obligation(s) so affected
for as long as such circumstances prevail and such Party continues to use
commercially reasonable efforts to recommence performance or observance
whenever and to whatever extent possible without delay. Any Party so
delayed in its performance will immediately notify the other by telephone
and describe at a reasonable level of detail the circumstances causing such
delay (to be confirmed in writing within twenty-four (24) hours after the
inception of such delay).
c) If any Force Majeure Event substantially prevents, hinders, or delays
performance of the Services under any Transaction Document necessary for
the performance of the critical functions of the Certegy users of such
Services for more than fifteen (15) consecutive days, then at Certegy's
option:
1) Certegy may procure such Services from an alternate source. Provided
Certegy has not terminated the applicable Transaction Document
pursuant to Section 17.3(c)(ii) and Certegy continues to make payment
to IBM under such Transaction Document and Certegy exerts reasonable
efforts to mitigate amounts payable to the alternate source, IBM will
directly and timely pay the alternate source the full amount charged
by such alternate source for the provision of such Services to Certegy
until such time as IBM restores the Services and meets the Performance
Standards but in no event for more than one hundred eighty (180) days;
and/or
2) Until such time as IBM has restored the Services, Certegy may
terminate the Transaction Document as of a date specified by Certegy
in a written notice of termination to IBM, and Certegy will pay all
fees due and payable through the termination date. If Certegy elects
such termination, Certegy shall only pay on account of such
termination IBM's verifiable unrecovered investment and deferred
profit, if any, through the date of termination (but will not be
liable for Termination Charges or Wind Down Expenses) as well as any
fees for Services Transfer Assistance.
d) This Section 17.3 does not limit or otherwise affect IBM's obligation to
provide Disaster Recovery Services in accordance with Section 3.3 and the
Schedules to each Transaction Document. In the event of a Force Majeure
Event affecting Certegy, this Section 17.3 will not limit or otherwise
relieve Certegy's obligation to pay any monies due IBM under the terms of
the Agreement, except as provided in Section 17.3(c)(ii) and Section 3.3.
17.4. NONPERFORMANCE
To the extent any nonperformance by either Party of its nonmonetary obligations
under the Agreement results from or is caused by the other Party's failure to
perform its obligations under the Agreement, such nonperformance shall be
excused.
17.5. WAIVER
No waiver of any breach of any provision of the Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof.
17.6. SEVERABILITY
If any provision of the Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and such
provision shall be deemed to be restated to reflect the Parties' original
intentions as nearly as possible in accordance with applicable law(s)
Page 51 of 55
CERTEGY/IBM CONFIDENTIAL
17.7. COUNTERPARTS
The Agreement shall be executed in counterparts. Each such counterpart shall be
an original and together shall constitute but one and the same document.
17.8. GOVERNING LAW
The Agreement and any and all claims and disputes arising out of or in
connection with or related to the relationships and arrangements between the
Certegy Group and IBM and its Affiliates described in the Agreement will be
governed by and construed in accordance with the laws of the State of Georgia
and the United States of America. The Parties hereby (a) agree that the U.S.
District Court for the Northern District of Georgia, Atlanta Division, or if
such court does not have subject matter jurisdiction, the appropriate State or
Superior Court sitting in Fulton County, Georgia, shall have exclusive
jurisdiction over the actions arising out of or related to or in connection with
the Agreement and the subject matter of the Agreement, whether in contract,
tort, or any other form of action ("Action"); (b) agree to initiate any such
Action against the other Party only in such courts; (c) agree that they shall
not raise any defense to the lawful jurisdiction of such courts; and (d) agree
that they shall not attempt the removal of any Action to any other court,
whether local, state or federal courts of the United States or the courts of any
other country.
17.9. BINDING NATURE AND ASSIGNMENT
The Agreement will be binding on the Parties and their respective successors and
permitted assigns. Except as provided in this Section 17.9, neither Party may,
or will have the power to, assign the Agreement without the prior written
consent of the other, which consent shall not be unreasonably withheld, except
that either Party may assign its rights and obligations under the Agreement in
whole or in part to an Affiliate which expressly assumes such Party's
obligations and responsibilities hereunder, without the approval of the other
Party. The assigning Party shall remain fully liable for and shall not be
relieved from the full performance of all obligations under the Agreement. Any
attempted assignment that does not comply with the terms of this Section 17.9
shall be null and void. Any Party assigning its rights or obligations to an
Affiliate in accordance with the Agreement shall provide written notice thereof
to the other Party together with a copy of the assignment document, within three
(3) business days of such assignment.
17.10. NOTICES
a) Whenever one Party is required or permitted to give notice to the other
Party under the Agreement, such notice will be in writing unless otherwise
specifically provided herein and will be deemed given when delivered in
hand, one (1) day after being given to an express courier with a reliable
system for tracking delivery, or five (5) days after the day of mailing,
when mailed by United States mail, registered or certified mail, return
receipt requested, postage prepaid, or when sent if delivered by facsimile.
b) Notifications will be addressed as follows:
1) For breach or default under the Master Agreement, notify:
In the case of IBM: In the case of Certegy:
IBM Global Project Executive Chief Technology Officer
1505 Windward Concourse 11720 Amber Park Drive
Alpharetta. Georgia 30005 Alpharetta, Georgia 30004
Facsimile: 770-663-9701 Facsimile: ___________________
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CERTEGY/IBM CONFIDENTIAL
with a copy to: with a copy to:
IBM General Counsel Certegy Chief Legal Officer
Route 100 11720 Amber Park Drive
Somers, New York 10569 Alpharetta, Georgia 30004
Facsimile: 914-766-8440 Facsimile: ___________________
2) For termination, breach or default under a Transaction Document,
notify:
In the case of IBM: In the case of Certegy:
IBM Global Project Executive Chief Technology Officer
at the Notice address set forth at the Notice address set forth
in the affected Transaction Document in the affected Transaction Document
with copies to: with copies to:
IBM Co-Chairman of the Certegy Co-Chairman of the
Integrated Planning Team Integrated Planning Team
1505 Windward Concourse 11720 Amber Park Drive
Alpharetta. Georgia 30005 Alpharetta, Georgia 30004
Facsimile: 770-663-9701 Facsimile: ___________________
and and
IBM General Counsel Certegy Chief Legal Officer
Route 100 11720 Amber Park Drive
Somers. New York 10569 Alpharetta, Georgia 30004
Facsimile: 914-766-8440 Facsimile: ___________________
3) For all other notices under the Master Agreement:
In the case of IBM: In the case of Certegy:
IBM Co-Chairman of the Certegy Co-Chairman of the
Integrated Planning Team Integrated Planning Team
1505 Windward Concourse 11720 Amber Park Drive
Alpharetta. Georgia 30005 Alpharetta, Georgia 30004
Facsimile: 770-663-9701 Facsimile: ___________________
4) For all other notices under a Transaction Document:
In the case of IBM: In the case of Certegy:
IBM Global Project Executive Chief Technology Officer
at the Notice address set forth at the Notice address set forth
in the affected Transaction Document in the affected Transaction Document
with a copy to: with a copy to:
IBM Co-Chairman of the Certegy Co-Chairman of the
Integrated Planning Team Integrated Planning Team
1505 Windward Concourse 11720 Amber Park Drive
Alpharetta. Georgia 30005 Alpharetta, Georgia 30004
Facsimile: 770-663-9701 Facsimile: ___________________
Page 53 of 55
CERTEGY/IBM CONFIDENTIAL
Either Party hereto may from time to time change its address for notification
purposes by giving the other prior written notice of the new address and the
date upon which it will become effective.
17.11. NO THIRD PARTY BENEFICIARIES
The Parties do not intend, nor will any Section hereof be interpreted, to create
for any third party beneficiary rights with respect to either of the Parties,
except (a) each member of the Certegy Group and each IBM Affiliate shall be a
third party beneficiary under the Agreement with respect to enforcement of any
rights such member of the Certegy Group or IBM Affiliate may have under Section
10, Section 11, or Section 14 of the Agreement, and (b) each Affiliate of the
Parties to which a Transaction Document has been assigned and accepted, will
have the rights and benefits described in that Transaction Document, and (c) the
third parties identified in Section 14 will have the rights and benefits
described in that Section.
17.12. OTHER DOCUMENTS
Upon request of the other Party, on or after the Effective Date and the date(s)
of any Transaction Documents and amendments or revisions to any of the
foregoing, each Party shall furnish to the other such certificate of its
Secretary, certified copy of resolutions of its Board of Directors, or opinion
of its counsel as shall evidence that the Agreement or any amendment or revision
hereto has been duly executed and delivered on behalf of such Party or its
Affiliates.
17.13. CONSENTS AND APPROVALS
The Parties agree that in any instance where a consent, approval or agreement is
required of a Party in order for the other Party to perform under or comply with
the terms and conditions of the Agreement, then such Party will not unreasonably
withhold or delay such consent, approval or agreement and where consent,
approval or agreement cannot be provided, the Party shall notify the other Party
in a timely manner.
17.14. HEADINGS
All headings herein and the table of contents are not to be considered in the
construction or interpretation of any provision of the Agreement. The Agreement
was drafted with the joint participation of both Parties and shall be construed
neither against nor in favor of either, but rather in accordance with the fair
meaning thereof. In the event of any apparent conflicts or inconsistencies
between the provisions of the Master Agreement, the Exhibits, the Transaction
Documents, the Schedules or other attachments to the Master Agreement and
Transaction Documents, such provisions shall be interpreted so as to make them
consistent to the extent possible, and if such is not possible, the provisions
of the Master Agreement shall prevail.
17.15. REMARKETING
Certegy may not remarket all or any portion of the Services provided under the
Agreement, or make all or any portion of the Services available to any party,
without the prior written consent of IBM; provided, however, Certegy may sell or
make available to third parties which are customers or potential customers of
members of the Certegy Group and persons acquiring portions of the Certegy
Business from Certegy or its Affiliates access to elements of the Services under
the Agreement ("Elements of the Services") subject to the following limitations:
1) Certegy shall independently set its own pricing and policies in
connection with any such access to Elements of the Services;
2) Certegy does not utilize IBM's name as part of its marketing efforts
regarding any such access to Elements of the Services;
3) Certegy discloses to its customers and Authorized Users accessing
Elements of the Services that IBM is running the Systems but that IBM
has no liability of any kind to such customers;
Page 54 of 55
CERTEGY/IBM CONFIDENTIAL
4) if Certegy's activities for a customer or Authorized User accessing
Elements of the Services cause IBM to fail to meet a Minimum Service
Level, IBM shall be excused from such failure to the extent IBM
demonstrates that the failure was caused by such customers' or
Authorized Users' activities and to the extent such failure was not
caused by IBM's failure to satisfy its obligations under the
Agreement; and
5) Use of Elements of the Services by Authorized Users in connection with
the Certegy Business and for the benefit of the Certegy Group for a
function, responsibility, task or activity under any Transaction
Document that requires resources for which there is a Resource Unit
Baseline or charging methodology under such Transaction Document (that
is, such function, responsibility, task or activity is included in the
Monthly Charge or is charged separately under another charging
methodology, other than the New Services provisions of Section 3.12)
will be charged for by IBM as part of the Services under such charging
methodology for such resources. In all other cases, the use of
Elements of the Services by Authorized Users in connection with the
Certegy Business will be charged for as New Services pursuant to
Section 3.12 hereof. For purposes of this Section 17.15(5) and (6),
Certegy Business shall mean purchasing and selling the products and
services of the Certegy Group, providing products and services in the
support of the products and services of the Certegy Group, and support
of the internal operations of the Certegy Group, provided that where
the Services are not utilized in support of the internal operations of
the Certegy Group, the Services must be incorporated into and made
part of the products or services of the Certegy Group or otherwise
include substantial value added services or products of the Certegy
Group.
6) Use of Elements of the Services by Authorized Users that is not in
connection with the Certegy Business for a function, responsibility,
task or activity under any Transaction Document that requires
resources for which there is a Resource Unit Baseline or charging
methodology under such Transaction Document will be charged for by IBM
as part of the Services under such charging methodology for such
resources, provided that any additional costs which may be incurred by
IBM in the provision of such Services will constitute a New Service.
In all other cases, use of Elements of the Services by Authorized
Users that is not in connection with the Certegy Business will be
charged for as New Services pursuant to Section 3.12 hereof. The
Certegy Business does not include, for example, use of the Services by
divested business units of the Certegy Group or any other Authorized
Users that are not part of the Certegy Group, to provide information
technology services which do not include substantial value added
services and/or products provided by the Certegy Group in addition to
the Services and where the purpose for use of the Services is not to
obtain the substantial value added services and/or products of the
Certegy Group.
Nothing herein may be construed to limit or hinder Certegy or the other members
of the Certegy Group from (i) marketing, selling or performing its services to
and for its customers or potential customers and/or (ii) from providing any
portion of the Services to its Affiliates.
17.16. COMMENCEMENT OF ACTIONS
Neither party may bring an action, regardless of form, arising out of the
Agreement more than two (2) years after the later to occur of the date on which
the cause of action has arisen or the date such cause of action was or should
have been discovered.
17.17. IBM LOGO PRODUCTS WARRANTIES
Nothing in the Agreement is intended to replace, supersede or vitiate the
warranties and attendant rights and remedies granted to members of the Certegy
Group by IBM and/or its Affiliates with respect to IBM Logo Products as set
forth in any applicable lease, purchase and/or license arrangement.
Page 55 of 55
CERTEGY/IBM CONFIDENTIAL
EXHIBIT 1
MASTER AGREEMENT STRUCTURE
Version 2.0
|---------------------| |-------------| |-------------------|
| | | | | |
| Form of Transaction | ------ | MASTER |-------------------- | |
| Document | | AGREEMENT | | Form of Schedules |
| | | | | |
|---------------------| |-------------| |-------------------|
| / \
| / \
| / \
|---------------------| |----------------------| |---------------------------------|
| | | | | |
| Form of Supplement | | Standard Schedules | | Schedules Configured |
| | | Across all Towers | | for Each Tower Attached |
|---------------------| | Attached to Each | | to Tower Transaction |
| Transaction Document | | Document |
| | | |
|----------------------| |---------------------------------|
| /\
| / \
| / \
|----------------------| |---------------------| |--------------------|
| | | | | |
| Schedule J | | Schedule A | | Schedule K |
| Charging | | Applications | | Applications |
| Methodologies | | Software | | Installation |
| | | | | Standards |
|----------------------| |---------------------| | |
| | |--------------------|
| | |
| | |
|----------------------| |---------------------| |
| | | | |--------------------|
| Schedule O | | Schedule B | | |
| Affected | | Systems Software | | Schedule L |
| Employees | | | | Security proced. & |
| | |---------------------| | Responsibilities - |
|----------------------| | | Data & Physical |
| | | |
| | |--------------------|
| |---------------------| |
|----------------------| | | |
| | | Schedule C | |
| Schedule Q | | Certegy Provided | |--------------------|
| Outstanding | | Hardware | | |
| Employee Claims | | | | Schedule M |
| | |---------------------| | Help Desk Services |
|----------------------| | | |
| | |--------------------|
| | |
| |---------------------| |
|----------------------| | | |
| | | Schedule D | |--------------------|
| Schedule R | | IBM Machines | | |
| Services Transition | | | | Schedule N |
| Assistance | |---------------------| | Projects |
| | | | |
|----------------------| | |--------------------|
| | |
| |---------------------| |
| | | |
|----------------------| | Schedule E | |--------------------|
| | | Serv., Measures of | | |
| Schedule U | | Utilization & Oper. | | Schedule P |
| Bill of Sale | | & Finan. Resp. | | Maintenance Terms |
| | | Matters | | (MicroLan Tower |
|----------------------| | | | Only) |
| |---------------------| | |
| | |--------------------|
| | |
|----------------------| | |
| | |---------------------| |
| Schedule V | | | |--------------------|
| Key Employees | | Schedule F | | |
| | | Leases, Licenses | | Schedule S |
|----------------------| | and Other | | Service Levels & |
| Contracts | | Service Credits |
| | | |
|---------------------| |--------------------|
| |
| |
| |
|---------------------| |--------------------|
| | | |
| Schedule G | | Schedule T |
| Disaster Recovery | | Certegy Provided |
| | | Office Furnishings |
|---------------------| | |
| |--------------------|
|
|
|---------------------|
| |
| Schedule H |
| Transition |
| |
|---------------------|
|
|
|
|---------------------|
| |
| Schedule I |
| Network Locations |
| (Network Tower |
| Only) |
| |
|---------------------|
PAGE 1 OF 1
CERTEGY/IBM CONFIDENTIAL
EXHIBIT 2
TRANSACTION DOCUMENT STRUCTURE
(Per Site Requirement)
Version 2.0
OPERATIVE SCHEDULES
TYPES OF TOWERS PER TYPE OF TOWER
--------------- -------------------
|--------------------------------------| |--------------------------------------|
| | | |
| | | A through H, K, L, M, N, S and T |
| Mainframe | | plus Standard Schedules |
| | | (Excludes Schedules I and P) |
/| | | |
/ |--------------------------------------| |--------------------------------------|
/
/
/ |--------------------------------------| |--------------------------------------|
/ | | | |
/ | | | A through H, K, L, M, N, S and T |
/ / | Midrange | | plus Standard Schedules |
/ / | | | (Excludes Schedules I and P) |
|-------------------------|/ / | | | |
| | / |--------------------------------------| |--------------------------------------|
| Transaction Document |/
| |\
|-------------------------|\ \ |--------------------------------------| |--------------------------------------|
| \ \ | | | |
| \ \ | | | A through H, K, L, M, N, P, S, and T |
| \ \ | MicroLan | | plus Standard Schedules |
| \ | | | (Excludes Schedule I) |
| \ | | | |
| \ |--------------------------------------| |--------------------------------------|
| \
| \
| \|--------------------------------------| |--------------------------------------|
| | | | |
| | | | A through I, K, L, M, N, S and T |
| | Network | | plus Standard Schedules |
| | | | (Excludes Schedule P) |
| | | | |
| |--------------------------------------| |--------------------------------------|
|
|
|
|
|-------------------------|
| |
| Supplement |
| (Pricing for all Towers |
| under Transaction |
| Document) |
| |
|-------------------------|
Page 1 of 1
EXHIBIT 3
CERTEGY MASTER AGREEMENT
IBM/CERTEGY INC.
AGREEMENT FOR OPERATIONS SUPPORT SERVICES
TRANSACTION DOCUMENT 98-___
1.0 INTRODUCTION
This document ("Transaction Document'), its Supplement and Schedules, set forth
the Services and pricing for Certegy's ___________ operations located in and
around ___________, ________ (the "___________ Site"). This Transaction
Document, effective ___________ (the "Execution Date"), is by and between
Certegy Inc., a corporation having its primary place of business at 1600
Peachtree Street, N.W., Atlanta, Georgia 30309 ("Certegy") and International
Business Machines Corporation ("IBM"), having its headquarters at Route 100,
Somers, New York 10569. The Services will be provided under the terms and
conditions of the Certegy/IBM Global Master Agreement for Operations Support
Services dated July 7, 1998 ("Master Agreement"), this Transaction Document and
its Supplement and Schedules A through V hereto. Country and transaction unique
terms and conditions, if any, are set forth in Section 4 below. In the event of
a conflict between the provisions of this Transaction Document and the Master
Agreement, the provisions of the Master Agreement shall be controlling except
for the conflicting provisions set forth in Section 5 herein, which will control
over the provisions of the Master Agreement.
2.0 DEFINITIONS
Terms capitalized herein but not defined herein shall have the meaning set forth
in the Master Agreement and the Schedules attached hereto. Terms capitalized and
defined herein shall have the meaning set forth herein.
a. "___________ SITE" has the meaning set forth in Section 1.0 herein.
b. "EXECUTION DATE" has the meaning set forth in Section 1.0 herein.
c. "EXTENSION PERIOD" has the meaning set forth in Section 4.2 herein.
d. "MASTER AGREEMENT" has the meaning set forth in Section 1.0 herein.
e. "TRANSACTION DOCUMENT" has the meaning set forth in Section 1.0 herein.
3.0 SERVICES
IBM will provide to Certegy the Services for the following Towers:
Page 1 of 7
- Mainframe
- Midrange
- MicroLAN
- Network
For the purposes of this Transaction Document, the scope of the Services and the
responsibilities of the Parties with respect to each Tower are detailed in the
Master Agreement, this Transaction Document and in Schedules A through V hereto.
Any future Projects under this Transaction Document for which IBM will be
responsible will be described in Schedule N. Schedule N shall include, but not
be limited to, project management, design, testing, documentation,
implementation and training responsibilities for each project.
A Supplement setting forth the Baselines of Resource Units to be provided to
Certegy hereunder, the Annual Services Charges, Inflation and Deflation
Sensitivity percentages, COLA Base Year Index, Termination Charges hereunder and
the Unit Rates for additional resources in excess of the Baselines Resource
Units hereunder is attached to this Transaction Document.
4.0 COUNTRY/TRANSACTION UNIQUE TERMS AND CONDITIONS
4.1 TERM/COMMENCEMENT DATE
The term of this Transaction Document shall begin _________ _____, _______ and
end at midnight ____________, _______. For purposes of this Transaction
Document, the Commencement Date shall mean ____________, ______.
4.2 RENEWAL
IBM agrees to notify Certegy whether it desires to renew this Transaction
Document and of the proposed prices, terms and conditions to govern such renewal
not less than 18 months prior to the expiration of the term of this Transaction
Document. If IBM notifies Certegy that it desires to renew this Transaction
Document, Certegy agrees to inform IBM in writing whether it desires to renew
not less than 12 months prior to the expiration of the term of this Transaction
Document.
If Certegy notifies IBM that it desires to renew this Transaction Document, but
the Parties are unable to agree upon renewal prices, terms and conditions as of
six months prior to the expiration of the term of this Transaction Document,
this Transaction Document will be extended for one year at the then current
terms and conditions including, but not limited to, the then current charges,
Unit Rates and Baselines (the "Extension Period"). If the Parties are unable to
reach agreement upon renewal prices, terms and conditions during the Extension
Period, this Transaction Document expire at the end of the Extension Period.
Page 2 of 7
4.3 LIMITATIONS ON RIGHTS TO PERFORM SERVICES FOR OTHERS
Subject to Sections 8.4(c) and 11.2(d) of the Master Agreement, IBM will not:
a. use information regarding the Certegy Business or skills which were
obtained through association with Certegy and which provide Certegy with a
competitive advantage in the Certegy Business to assist the identified
competitors of Certegy in Section 4.3.b below; nor
b. reassign the IBM Key Employees listed in Schedule V to this Transaction
Document to such identified competitors for a two (2) year period following
their assignment to Certegy in connection with the provision of the
Services under this Transaction Document. The identified competitors of
Certegy are (i) ___________, (ii) ____________, (iii) __________ and (iv)
_____________ and the Affiliates and successors of each of these entities.
The Parties will update Schedule V not less than annually.
4.4 NOTICES
Pursuant to Section 17.10 of the Master Agreement, notifications will be
addressed as follows:
For termination, breach or defaults, notify;
In the case of IBM: In the case of Certegy:
IBM Project Executive Senior Vice President
IBM Corporation Certegy Inc. Information Technology
________________________ ________________________
________________________ ________________________
Facsimile: _____________ Facsimile: _____________
with a copy to: with a copy to:
IBM General Counsel Certegy Chief Legal
IBM Corporation Officer
________________________ ________________________
________________________ ________________________
Facsimile: _____________ Facsimile: _____________
For all other notices:
In the case of IBM: In the case of Certegy:
Page 3 of 7
IBM Project Executive Senior Vice President
IBM Corporation Certegy Inc. Information Technology
________________________ ________________________
________________________ ________________________
Facsimile: _____________ Facsimile:______________
4.5 BENCHMARK STUDY PERFORMANCE VALUE
a. Mainframe
b. Midrange
c. MicroLAN
d. Network
4.6 GEOGRAPHIC SCOPE
The Machines and Software provided by IBM under this Transaction Document are
for use within the ____________, _____________ and ___________.
The Machines and Software provided by Certegy under this Transaction Document
are for use within the ____________, _____________ and ___________.
5.0 TERMS AND CONDITIONS DEVIATIONS FROM THE MASTER AGREEMENT
6.0 SCHEDULES AND SUPPLEMENT
Following is a listing of the Schedules and the contents of the Supplement.
Page 4 of 7
TABLE OF ATTACHMENTS
SCHEDULE SCHEDULE TITLE APPLICABILITY
- -------- --------------------------------------------------- --------------
A Applications Software Each Tower
B Systems Software Each Tower
C Certegy Provided Hardware Each Tower
D IBM Machines Each Tower
E Services, Measures of Utilization and Operational
and Financial Responsibilities Each Tower
F Leases, Licenses and other Contracts Each Tower
G Disaster Recovery Services Each Tower
H Transition Plan Each Tower
I Network Locations Network Tower
J Charging Methodologies Common
K Applications Installation Standards (Operating
Environment IT Standards) Each Tower
L Security Procedures and Responsibilities - Data and
Physical Each Tower
M Help Desk Services Each Tower
N Projects Each Tower
O Affected Employees Common
P Maintenance Terms MicroLAN Tower
Q Outstanding Employee Claims Common
R Services Transition Assistance Common
S Service Levels and Service Credits Each Tower
T Certegy Provided Office Furnishings Each Tower
U Bill-of-Sale Common
V Key Employees Common
SUPPLEMENT
Term
Annual Services Charge
COLA Base Year Index
Termination Charge
Tower Breakdowns
- Price
- Baselines
Page 5 of 7
- Unit Rates and ARC Rates
- Notification Periods
- Voice Rates and Commitments
Page 6 of 7
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS TRANSACTION DOCUMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE
PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS TRANSACTION
DOCUMENT, 2) ITS SCHEDULES, 3) ITS SUPPLEMENT AND 4) THE MASTER AGREEMENT,
INCLUDING THOSE AMENDMENTS MADE EFFECTIVE BY THE PARTIES IN THE FUTURE. THIS
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES SUPERSEDES ALL PROPOSALS OR OTHER
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT DESCRIBED HEREIN.
Accepted by: Accepted by:
CERTEGY INC. INTERNATIONAL BUSINESS MACHINES
CORPORATION
By By
---------------------------------- -------------------------------------
Authorized Signature Authorized Signature
- ------------------------------------- ----------------------------------------
Name (Type or Print) Date Name (Type or Print) Date
Page 7 of 7
IBM/CERTEGY INC.
AGREEMENT FOR OPERATIONS SUPPORT SERVICES
SUPPLEMENT TO
TRANSACTION DOCUMENT 98-___
NAME AND ADDRESS OF CUSTOMER: CUSTOMER NO:_______________________
Certegy Inc.
________________________________
________________________________
IBM Project Office Address: IBM Project Office No:_____________
IBM Project Executive
________________________________
________________________________
Term Commencement Date: _______________________ ____, _______
Term End Date: __________________ ____, _______
TOTAL FOR ALL TOWERS
CONTRACT YEAR
($ IN THOUSANDS) BASE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ---------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
ANNUAL SERVICES CHARGE
TERMINATION CHARGES
Convenience
Change of Control
COLA BASE YEAR INDEX
July 7, 1998 Form for Master Agreement
Supplement Page 1 of 27
MAINFRAME
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MAINFRAME CHARGES
CPU
DASD
Tape
Print
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change of Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MAINFRAME
CPU ORIGINAL BASELINES
APPLICATION MINUTES - PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 2 of 27
MAINFRAME
CPU ORIGINAL BASELINES
APPLICATION MINUTES - NON-PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
DASD ORIGINAL BASELINES
APPLICATION GIGABYTES
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 3 of 27
MAINFRAME
TAPE ORIGINAL BASELINES
APPLICATION TAPE MOUNTS (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ORIGINAL BASELINES
APPLICATION TAPE LIBRARY VOLUMES (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 4 of 27
MAINFRAME
TAPE ORIGINAL BASELINES
OFF-SITE STORAGE (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
PRINT ORIGINAL BASELINES
APPLICATION PRINT LINES (IN KLOPs)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 5 of 27
MAINFRAME
CPU ACTUAL BASELINES
APPLICATION MINUTES - PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
CPU ACTUAL BASELINES
APPLICATION MINUTES - NON-PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 6 of 27
MAINFRAME
DASD ACTUAL BASELINES
APPLICATION GIGABYTES
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ACTUAL BASELINES
APPLICATION TAPE MOUNTS (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 7 of 27
MAINFRAME
TAPE ACTUAL BASELINES
APPLICATION TAPE LIBRARY VOLUMES (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ACTUAL BASELINES
OFF-SITE STORAGE (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 8 of 27
MAINFRAME
PRINT ACTUAL BASELINES
APPLICATION PRINT LINES (IN KLOPs)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
CPU ($ per Application Minute)
Prime Time
> Original Baseline
< Original Baseline
Non-Prime
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
DASD ($ per Gigabyte)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 9 of 27
MAINFRAME
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TAPE MOUNTS ($ per Mount)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
VOLUMES ($ per Tape)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
OFF-SITE STORAGE
($ per Tape Sent)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
PRINT ($ per KLOP)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 10 of 27
MIDRANGE
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MIDRANGE CHARGES
Resource #1
Resource #2
Resource #3
Resource #n
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change of Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 11 of 27
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 12 of 27
MIDRANGE
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 13 of 27
MIDRANGE
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 14 of 27
MIDRANGE
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 15 of 27
MIDRANGE
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 16 of 27
MICROLAN
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MICROLAN CHARGES
Resource # 1
Resource # 2
Resource # 3
Resource # n
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change in Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MICROLAN
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 17 of 27
MICROLAN
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 18 of 27
MICROLAN
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 19 of 27
MICROLAN
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 20 of 27
MICROLAN
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 21 of 27
MICROLAN
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
NETWORK CHARGES
Resource # 1
Resource # 2
Resource # 3
Resource # n
TOTAL NETWORK PRICE
TERMINATION CHARGES
Convenience
Change in Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
NETWORK
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 22 of 27
NETWORK
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 23 of 27
NETWORK
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 24 of 27
NETWORK
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 25 of 27
NETWORK
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 26 of 27
NETWORK
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 27 of 27
SCHEDULE J OF
TRANSACTION DOCUMENT 98-01
CHARGING METHODOLOGIES
1.0 INTRODUCTION
This Schedule J describes the methodology for calculating the charges with
respect to the Services being provided to Certegy pursuant to Transaction
Document #98-__ (the "Transaction Document") unless expressly provided otherwise
in the Master Agreement and the Transaction Document. The Annual Services
Charge, charges for additional Resource Units above any Actual Baseline, the
cost of living adjustment, and any other charge provisions of the Master
Agreement are intended, in the aggregate, to compensate IBM for all of the
resources used in providing the Services.
2.0 DEFINITIONS
All capitalized terms used and not defined in this Schedule J shall have the
same meanings given them elsewhere in the Agreement.
a. "ACTUAL BASELINE ADJUSTMENT" has the meaning set forth in Section 9.2
herein.
b. "ACTUAL BASELINES" has the meaning set forth in Section 7.3.b herein.
c. "ACTUAL RUs" has the meaning set forth in Section 10.3 herein.
d. "ADDITIONAL CHARGE" has the meaning set forth in Section 10.1 herein.
e. "APPLICABLE UNIT RATE" has the meaning set forth in Section 9.3.b herein.
f. "BASELINE" means the quantity of a particular Resource Unit included within
the ASC, Resource Units and their units of measure are described in
Schedule E.
g. "BASE YEAR INDEX" has the meaning set forth in Section 6.0.a herein.
h. "CHANGE" OR "CHANGES" has the meaning set forth in Section 9.2 herein.
i. "COLA BASE" means the Monthly Charge exclusive of services provided by IBM
that are not set forth in the Transaction Document including, but not
limited to, passthrough expenses (that is, the Cola Base is comprised of
the following elements of the Monthly Charge: (i) the Annual Services
Charge (for existing Towers, new Towers and New Services) (ii) the
Additional Charges and (iii) and other on-going charges that may
Page 1 of 22
become part of the Monthly Charges as agreed by the Parties through an
amendment to the Transaction Document).
j. "COLA FACTOR" has the meaning set forth in Section 6.0 herein.
k. "CPI-U" has the meaning set forth in Section 6.0 herein.
1. "CPU" means central processing unit.
m. "DEFLATION SENSITIVITY" has the meaning set forth in Section 6.0.c herein.
n. "FULLY MANAGED NETWORK SERVICES" means the services that include:
1. wide area network design and implementation, as applicable;
2. customer premise equipment provisioning including maintenance, if
applicable;
3. 24 x 7 network monitoring and help desk support, as applicable;
4. capacity planning, change management, configuration management and
control procedures;
5. managing sub-contractor and supplier (vendor) relationships and
performance as applicable;
6. security management and provisioning; and
7. disaster recovery and back-up procedures as applicable.
o. "INFLATION INDEX" has the meaning set forth in Section 6.0.a herein.
p. "INFLATION SENSITIVITY" has the meaning set forth in Section 6.0.b herein.
q. "MARKET ANALYSIS" means determining the value of like-for-like services in
the market place as described in Sections 1l.0.d and 12.0.a herein.
r. "MONTHLY CHARGE" has the meaning set forth in Section 4.0 herein.
s. "ONE-TIME CHARGES" has the meaning set forth in Section 7.1.a herein.
t. "ORIGINAL BASELINE" has the meaning set forth in Section 7.1.b herein.
u. "PREMIUM UNIT RATE CHARGE" OR "PURC" has the meaning set forth in Section
10.3 herein.
Page 2 of 22
v. "RESOURCE CHARGES" means the charges to Certegy for the on-going provision
of the Resource Units necessary to provide the Services.
w. "RFP" means a formal request for pricing in which the description of the
requested services, the volumes of such services and the conditions under
which such services are to delivered are set forth.
x. "UNIT RATE" has the meaning set forth in Section 7.1.c.2 herein.
y. "VARIABLE CHARGE" has the meaning set forth in Section 7.1.c.2 herein.
3.0 ANNUAL SERVICES CHARGE
The Annual Services Charge (ASC), as set forth in the supplement, is the charge
to Certegy for IBM's provision of the Services and includes, without limitation,
the quantity of Resource Units set forth under Actual Baselines in the
Supplement. The Annual Services Charges in the Supplement includes Systems
Software and Machine upgrades and Machine refreshes sufficient to support the
Baseline volumes set forth in such Supplement and the Performance Standards and
Minimum Service Levels set forth in Schedule S during the term of the
Transaction Document.
4.0 MONTHLY CHARGE
The amount payable by Certegy to IBM for any calendar month will be calculated
by dividing the sum of the Annual Services Charge for existing Towers, new
Towers and New Services specified in the Supplement for that period by the
number of months or portion thereof remaining in that Contract Year plus any
Additional Charges for unplanned excess resource usage as netted for RRCs,
payable by Certegy in that calendar month and charges for services provided by
IBM that are not set forth in the Transaction Document including, but not
limited to, passthrough expenses payable by Certegy in that calendar month (the
Monthly Charge"). Applicable COLA charges or credits will be added to or
subtracted from the Monthly Charge pursuant to Section 8.0 of this Schedule J.
Beginning on the Execution Date of the Transaction Document and monthly
thereafter, IBM will invoice Certegy in advance for the ASC portion of the
Monthly Charge due IBM for that month.
5.0 TERMINATION CHARGES
The Termination Charges for Convenience and Change of Control are set forth in
the Supplement and are, in addition to Wind-Down Expenses, payable pursuant to
Section 12 of the Master Agreement.
The Termination Charges set forth in the Supplement are the monies due at the
beginning of each Contract Year. In the event that Certegy terminates the
Transaction Document for Convenience
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or Change of Control at any time other than the beginning of a Contract Year the
Termination Charges shall be pro-rated as follows:
[{(A-B)/12 MONTHS} X C] + B = PRORATED TERMINATION CHARGE.
where:
A = the Termination Charge specified in the Supplement for the Contract Year
in which termination is effective;
B = the Termination Charge specified in the Supplement for the Contract Year
after the Contract Year in which termination is effective; and
C = the number of months remaining during the Contract Year in which
termination is effective.
6.0 COST OF LIVING ADJUSTMENT
The Parties agree to use the December unadjusted Consumer Price Index, as
published in the Summary Data from the Consumer Price Index News Release by the
Bureau of Labor Statistics, U.S. Department of Labor, For All Urban Consumers
("CPI-U"), for purposes of determining actual inflation.
IBM will calculate and apply the Cost of Living Adjustment (COLA) described
below beginning in January following the Execution Date of the Transaction
Document. The COLA will be payable on a prospective basis (e.g., the actual
inflation for December 1998 will determine the COLA for 1999) on the COLA Base.
The COLA will be determined as soon as practicable after the end of each
calendar year using the formula specified below (the "COLA Factor").
a. Inflation Index
IBM will calculate the COLA by comparing the change in the year-to-year
CPI-U with the CPI-U for December prior to Execution Date of the
Transaction Document (the "Base Year Index"). For each year of the Term,
the actual CPI-U for December prior to the year for which the COLA is being
calculated ("Inflation Index") will be compared to the Base Year Index set
forth in the Supplement (e.g., the December 1998 CPI-U will be used to
determine the COLA for the year 1999). If the Inflation Index is:
1. equal to the Base Year Index, then no COLA is due;
2. greater than the Base Year Index, then Certegy shall pay IBM a COLA
charge on the COLA Base for each month of the year for which the COLA
charge is being calculated; or
Page 4 of 22
3. less than the Base Year Index, then IBM will provide Certegy a COLA
credit on the COLA Base for each month of the year for which the COLA
credit is being calculated.
b. Inflation Sensitivity
A percentage has been established which reflects the inflationary impact on
IBM's delivery of the Services ("Inflation Sensitivity") for the Mainframe
and Network Towers. The percent of Inflation Sensitivity is specified in
the Supplement.
c. Deflation Sensitivity
A percentage has been established which reflects the deflationary impact on
IBM's delivery of the Services ("Deflation Sensitivity") for the Mainframe
and Network Towers. The percent of Deflation Sensitivity is specified in
the Supplement.
d. COLA Factor
The COLA is equal to the Cola Factor times the COLA Base for each calendar
month of the calendar year following a calendar year during which Inflation
Index is either greater or less than the Base Year Index. The COLA Factor
is calculated as follows:
For Inflation (Inflation Index greater than the Base Year Index);
COLA FACTOR = [{(INFLATION INDEX - BASE YEAR INDEX) / BASE YEAR INDEX} X
INFLATION SENSITIVITY]
For Deflation (Inflation Index is less than the Base Year Index);
COLA FACTOR = [{(INFLATION INDEX - BASE YEAR INDEX) / BASE YEAR INDEX} X
DEFLATION SENSITIVITY)
WHERE:
Inflation Index = The CPI-U for December prior to the calendar
year for which the COLA is being calculated.
Base Year Index = The CPI-U for December prior to the Execution
Date of the Transaction Document.
Inflation Sensitivity = The portion of the charges that are inflation
sensitive (XX percent). The inflation
Sensitivity is set forth in Supplement for the
applicable Towers.
Deflation Sensitivity = The portion of the charges that are deflation
sensitive (XX percent). The Deflation
Sensitivity is set forth in Supplement for the
applicable Towers.
Page 5 of 22
e. COLA Calculation
Following is an example for calculating the COLA for years beginning
January 1, 1999 for a Tower having a 1998 Execution Date using the CPI-U
for December 1997 as the Base Year Index, Inflation Sensitivity of 75
percent, and the following Inflation Indices examples.
EXAMPLE CHART 1
BASE YEAR INDEX
1997 = 158.60 1998 1999 2000 2001 2002 2003
- ---------------- ------ ------ ------ ----- ----- -----
ACTUAL INFLATION 163.00 169.20 173.10 158.6 158.5 163.4
1. Using Example Chart 1, there will be COLA payments due IBM for
calendar years 1999, 2000 and 2001 as the Inflation Index for the year
preceding each such year is greater than the Base Year Index, i.e.,
Decembers 1998, 1999, and 2000 CPI-Us (163.00, 169.20, and 173.10) are
greater than the Base Year Index (158.60).
Using this example for February 1999 where COLA Base is comprised of
an ASC whose monthly portion is $800,000.00, CPU Additional Charges of
$80,000.00 and Network Additional Charges of 200,000.00 and the
Inflation Sensitivity is 75%, there will be COLA charges due IBM for
February 1999 in addition to the Monthly Charge. The calculation will
be as follows:
COLA = COLA BASE X INFLATION COLA FACTOR
COLA = ({($800,000.00 + $80,000.00 + $200,000.00) x (169.20-158.60)/158.60}
x 0.75]
COLA = $1,080,000.00 x {(10.6/158.60) x 0.75}
COLA = $1,080,000.00 x (0.066835 x 0.75)
COLA = $1,080,000.00 x 0.050126
COLA = $54,136.08 charge due IBM
2. Using Example Chart 1, there will be no COLA payments due IBM or COLA
credits due Certegy for calendar year 2002 as the Inflation Index for
the preceding year is equal to the Base Year Index, i.e., December
2001 CPI-U (158.60) is equal to the Base Year Index (158.60).
3. Using Example Chart 1, there will be COLA credits due Certegy for
calendar year 2003 as the Inflation Index for the preceding year is
less than the Base Year
Page 6 of 22
Index, i.e., December 2002 CPI-U (158.50) is less than the Base Year
Index (158.60).
Assuming the same variables and dollar values as in the example in
Section 6.0.e.1 above for February 2003 where COLA Base is comprised
an ASC whose monthly portion is $800,000.00, CPU Additional Charges of
$80,000.00 and Network Additional Charges of $200,000.00 and the
Deflation Sensitivity is 50%, there will be COLA credits due Certegy.
The calculation will be as follows:
COLA = COLA BASE X DEFLATION COLA FACTOR
COLA = [{($800,000.00 + $80,000.00 + $200,000.00) x (158.50-158.60)/158.60}
x 0.50]
COLA = $1,080,000.00 x {(-0.10/158.60) x 0.50}
COLA = $1,080,000.00 x (-0.000631 x 0.50)
COLA = $1,080,000.00 x -0.000316
COLA = $341.28 credit due Certegy
The COLA for each month of each year in which COLA charges or credits are
due is calculated as above substituting the appropriate COLA Base and the
COLA Factor based upon the actual information.
f. COLA Calculation for New Towers, New Services or Repricing
Whenever a new Tower is added or New Services are added within a Tower, the
charges for the new Tower or New Services will be identified on the
Supplement along with an Inflation and Deflation Sensitivity percentage and
a new Base Year Index applicable to such charges. The new Base Year Index
shall be the CPI-U for the December immediately prior to the initiation of
the new Tower or New Services and, combined with its applicable Inflation
Sensitivity and Deflation Sensitivity, will be used to calculate all future
monthly COLA monies payable by Certegy to IBM for such new Tower or New
Services beginning in the January following initiation of the new Tower or
New Services. Calculation of COLA will be as set forth above.
If any portion of a Tower is repriced, with or without Unit Rates
refreshment, the affected charges will be uniquely identified on the
Supplement. If COLA was being applied to the charges that are repriced,
such COLA charges will cease as of the initiation of the new (repriced)
charges. A new Inflation Sensitivity percentage, if applicable, and a new
Base Year Index will be established for the new (repriced) charges. The new
Base Year Index shall be the CPI-U for the December immediately prior to
the initiation of the new (repriced) charges and, combined with its
applicable Inflation Sensitivity, will be used to calculate all future
monthly COLA monies payable by Certegy to IBM or credited to
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Certegy by IBM for such new (repriced) charges beginning in the January
following initiation of the new (repriced) charges. Calculation of COLA
will be as set forth above.
Initiation of a new Tower, New Services or repricing of existing Resource
Units or Tower will not change COLA for then existing and unchanged
charges. Application of the Baseline Adjustment methodology will not affect
Base Year Index nor the Inflation Sensitivity unless such adjustment
results in repricing of the Resource Unit.
In the event the Bureau of Labor Statistics stops publishing the CPI-U or
substantially changes its content and format, the Parties will substitute
another comparable index published at least annually by a mutually agreeable
source. If the Bureau of Labor Statistics merely redefines the base year for the
CPI-U from 1982-84 to another year, the Parties will continue to use the CPI-U,
but will convert the Base Year Index to the new base year by using an
appropriate conversion formula.
IBM will invoice or credit Certegy for the COLA, if any, starting in January
following the Commencement Date or following the commencement of Services for
new Towers, New Services or repricing of existing Services, as applicable, and
thereafter on a calendar month basis.
7.0 TOWER PRICING
IBM will be providing outsourcing services under the Transaction Document for
_______ Towers (____________, ______________ and _______________ Towers. Each
Tower will be priced separately and the sum of the Tower Prices will equal the
ASC. The ASC and the Tower Prices will be set forth in the Supplement.
7.1 TOWER UNIT RATE PRICING
Within each Tower, the pricing will be further broken down by charges directly
related to the ongoing provision of Resource Units, Resource Charges, and the
One-Time Charges IBM incurs in order to establish the environment necessary to
provide such resources.
a. One-Time Charges
The "One-Time Charges" are the charges generally associated with transition
and include such items as additional short-term machines to facilitate
equipment relocation, study teams, migration teams, etc., necessary to
prepare the environment for providing the Services and move the Services to
such environment. These One-Time Charges may be incurred both at inception
of the provision of Services and at the provisioning of New or Replacement
Services throughout the term of the Transaction Document and may be
amortized over some preset period of time.
Page 8 of 22
b. Baselines
The Supplement shall contain two sets of Baselines, the Original Baselines
and the Actual Baselines. For purposes of this Schedule J and the
Supplement, "Original Baseline" shall mean the Baseline quantity of
Resource Units set forth in the Supplement under Original Baselines for
each year of the term of the Transaction Document as of the Execution Date
of the Transaction Document, or, in the case of a new Baseline for new
Resource Units for which no Baseline previously existed added after the
Execution Date of the Transaction Document, it shall mean the initial
Baseline quantities for such new Resource Unit for all years of the term of
the Transaction Document thereafter or, in the case of Tower repricing, the
newly established Baseline quantity of Resource Units resulting from such
repricing. The "Actual Baselines" will be the requested Baseline quantities
of Resource Units and will be used for reporting Resource Unit usage,
modified by Baseline Adjustments as described below and calculating
Additional Charges for unplanned usage of Resource Units. As of the
Execution Date of the Transaction Document, the Original Baselines and the
Actual Baselines will be equal. An Original Baseline will only be changed
when a Resource Unit is repriced and new Unit Rates and Unit Rate bands are
established as a result of such repricing.
c. Resource Charges
The Resource Charges will be further divided into agreed upon chargeable
Resource Units for which Original and Actual Baselines will be established.
The Actual Baseline is the quantity of each Resource Unit provided under
the ASC. Schedule E for each Tower sets forth the chargeable Resource Units
for such Tower and the Supplement sets forth the Original and Actual
Baseline quantities for each of the Resource Units. The Resource Charges
are further subdivided into Variable Charges and Fixed Charges.
1. Fixed Charge
Associated with each Resource Charge may be charges that do not vary
as the quantity of Resource Units used by Certegy changes ("Fixed
Charges"). Using the Mainframe CPU Resource Units as an example, the
project office, the IPT, the minimum license and maintenance charges
for the software platform, the minimum facility and facility support
charges, the charges for the minimum disaster recovery support
configuration and the allocated portion of the One-Time Charges would
be included in the Fixed Charges for that Resource Unit. The preceding
example is not intended to be an all inclusive list of the chargeable
items contained in the Fixed Charges. The Fixed Charges will be in
addition to the Variable Charge and will be the same whether Certegy
uses one or many of such Resource Units. A Resource Unit may or may
not have an associated Fixed Charges element. The Fixed Charges, if
any, for each Resource Unit in the above Towers will be set forth in
the Supplement.
Page 9 of 22
If, (i) increased usage of the CPU Resource Unit above the Original
Baseline is such that IBM incurs onetime Software upgrade fees because
of a CPU model upgrade to support the increased Resource Unit usage,
or (ii) Certegy increases the workload on one CPU and decreases the
workload on another by a like amount and as a result of such changes
IBM incurs one-time Software upgrade fees for a CPU model upgrade,
then such one-time Software upgrade charges will be paid by Certegy at
the time of such upgrade.
(a) If any such one-time Software upgrade fees for CPU model upgrades
are planned by IBM for future upgrade and included in the ASC,
then such one-time Software upgrade fees previously paid by
Certegy will be reimbursed to Certegy by IBM at the time that IBM
had originally planned for such one-time Software upgrade fees
due to the CPU model upgrade.
(b) If IBM has planned a CPU model upgrade which involves a one-time
Software upgrade fees and such CPU model upgrade is delayed, then
IBM will credit Certegy for the one-time Software upgrade fees
included in the ASC on an equal basis over the ensuing 12 months
beginning in the month such CPU model upgrade was planned;
provided, however, that Certegy shall be responsible for
reimbursing IBM for the credited one-time Software upgrade fees
should such CPU model upgrade or its equivalent on a new
technology subsequently occur.
There are no fees in addition to the product of the Unit Rate and
requested additional Resource Units for any hardware upgrades that are
caused by Certegy's request for additional Resource Units under the
Unit Rate charging methodology for the Mainframe Tower unless such
request results in a repricing effort or New Services.
The charges for the IPT and project office as well as One-Time Charges
are contained in the fixed charges for a Tower. In the event that
Certegy deletes usage of a Tower at a location and there remains
another Tower at such location, then the applicable portion of the IPT
and project office charges and the unrecovered portion of the One-Time
Charges will be moved to the Fixed Charges section of the remaining
Tower. In the case of Atlanta, if there are no Towers remaining at the
Atlanta Site then the IPT and project office charges associated with
the IPT will be subject to a separate charging agreement.
2. Variable Charge
Each Resource Charge will have a variable charge component which
reflects the incremental charge or credit to Certegy for planned
increased or decreased usage of a particular Resource Unit ("Variable
Charge"). The Variable Charge is "fully
Page 10 of 22
burdened" in that it includes all the incremental resources, exclusive
of the resources contained within the Fixed Charge and one-time
software/model upgrade fees, required by IBM to provide an additional
Resource Unit. The Variable Charge will be expressed in a dollar
amount for each Resource Unit ("Unit Rate"). Each Resource Unit will
have one or more Unit Rates per Baseline. The Unit Rates and the
percentage bands of the Original Baseline for which they are
applicable to will be set forth in the Supplement.
The applicable Unit Rate used to calculate Additional Charges and
changes in the ASC and Monthly Charges when using the Actual Baseline
Adjustment methodology is dependent upon the relationship of the
Actual Baseline quantity of Resource Units or proposed Actual Baseline
quantity of Resource Units to the Original Baseline quantity of
Resource Units as follows.
(a) If the Actual Baseline quantity of Resource Units is greater than
the Original Baseline quantity of Resource Units for that period,
then the Unit Rate set forth in the Supplement under ) ORIGINAL
BASELINE for that period is used for both increases and decreases
in the Actual Baseline quantity of Resource Units.
(b) Conversely, if the Actual Baseline quantity of Resource Units is
less than the Original Baseline quantity of Resource Units for
that period, then the Unit Rate set forth in the Supplement under
( ORIGINAL BASELINE for that period is used for increases and
decreases in the Actual Baseline quantity of Resource Units.
(c) If the requested change will cause the Actual Baseline quantity
of Resource Units to cross the Original Baseline quantity of
Resource Units for that period then the Unit Rate set forth in
the Supplement under ) ORIGINAL BASELINE for that period is used
for Actual Baseline quantities of Resource Units above the
Original Baseline quantity of Resource Units and the Unit Rate
set forth in the Supplement under ( ORIGINAL BASELINE for that
period is used for Actual Baseline Resource Unit quantities below
the Original Baseline quantity of Resource Units.
The Tower Price will be the sum of the (i) product of the applicable Unit Rates
and the corresponding Resource Unit quantities and (ii) the associated Fixed
Charges, both of which are listed in the Supplement.
7.2 TECHNOLOGY SELECTION
Once a Tower platform is selected and agreed by the Parties, IBM's Tower pricing
and Unit Rates are predicated on such selection and the technology supporting
the platform. In the event
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that Certegy and IBM agree on a different technology for a Tower(s) other than
for the convenience of or at the request of IBM, then IBM will, to the extent
necessary to compensate for such technology change, reprice and/or reset Tower
pricing and Unit Rates, as applicable, for such Tower(s).
8.0 WORK REDUCTION OR TRANSFER
a. With 90 days prior written notification to IBM, Certegy may reduce Tower
resource requirements during the Term by up to 50% of the Resource Units
quantity of the Original Baselines set forth in the Supplement for any
reason, provided, however, that the sum of all adjustments may not exceed
50% of the Original Baseline set forth in the Supplement. The resultant
reduction in the Monthly Charges, Annual Services Charges and Actual
Baselines will be calculated as set forth in Section 9.0 herein.
b. Reduction of Mainframe Resources below 50% of the Resource Units of the
Original Baselines will only be allowed if Certegy is moving such
equivalent work to another platform and IBM will be the provider of such
platform or pursuant to Sections 9.8 and 9.13 of the Master Agreement. In
which case Certegy shall provide IBM 90 days prior written notification and
the resultant reduction in the Annual Services Charge and Actual Baselines
will be calculated as set forth in Section 9.0 of this Schedule J or
Section 9.13 of the Master Agreement.
Without payment of the Termination Charge as set forth in the Supplement,
Certegy may move such work from one Tower to another Tower within a
geographical location or logical grouping of locations, or from one
geographical location or logical grouping of locations to another
geographical location or logical grouping of locations at the applicable
capacity rates or Resource Unit Rates set forth for such locations or
logical grouping of locations, subject to applicable start-up charges,
Wind-Down Expenses and payment of IBM's unrecovered investments and
deferred profit, if any, allocable to the terminated Tower Services through
the effective date of termination.
1. Network resources to support geographical relocation of Services is
the responsibility of Certegy and will be part of Certegy's economic
decision for such relocation.
2. The Wind-Down Expenses due IBM for termination of a Tower pursuant to
this Section are due and payable by Certegy on the later of the
effective date of termination or 30 days following the receipt of
IBM's invoice for such Wind-Down Expenses. Any unrecovered investment
and deferred profits allocable to the terminated Tower Services
through the effective date of termination that are applicable to a
geographical relocation of all or a portion of the Services from one
or more Towers at a location to another Tower or Towers at another
location resulting in a consequent termination of a Tower or Towers at
the initial location
Page 12 of 22
may be paid by Certegy, at its election, upon the termination event or
may be added to the Termination Charge for the Tower or Towers at the
receiving location and the amounts of the unrecovered investments and
deferred profits allocable to the terminated Tower Services through
the effective date of termination may be amortized as part of the ASC
at the receiving location using the same amortization schedule for
such unrecovered investments and deferred profits allocable to the
terminated Tower Services through the effective date of termination as
existed for the Tower or Towers being terminated. Such recovery of the
unrecovered investments and deferred profits allocable to the
terminated Tower Services through the effective date of termination
shall be in addition to the charges for Services at the new location.
9.0 ACTUAL BASELINE ADJUSTMENTS
9.1 INTRODUCTION
The Parties understand that Certegy's predicted resource requirements for the
Mainframe Tower, while based on the best knowledge available, may be subject to
significant variation as a result of unexpected growth, platform migration,
reductions in its business and/or other influences and that such resource
variations may place Certegy in the position of incurring Additional Charges for
unplanned usage of Resource Units or being charged for Resource Units which they
are not using. Recognizing the Parties intent and concern, the Parties have
agreed to the following Actual Baseline adjustment methodology.
9.2 ADJUSTMENT QUALIFICATION
In the event that Certegy's use of Resource Units increases or decreases
("Change" or "Changes"), or, if in Certegy's judgment, Certegy's use of such RUs
will Change, and such Change is expected to continue for the foreseeable future,
then Certegy may elect to have IBM set the applicable Actual Baseline(s) to the
new actual or anticipated Resource Unit usage level (the "Actual Baseline
Adjustment") and adjust the Annual Services Charge and Monthly Charge as
described below. For purposes of Actual Baseline Adjustment qualification,
Certegy's change to an Actual Baseline must be in whole units of the applicable
Resource Unit, e.g., one CPU Minute, one Gigabyte, one KLOP, etc. Excluding the
dedicated environment requirements for ACRO, IBM reserves the right to select
the specific equipment and environment (e.g., shared host versus dedicated
environment) that will be utilized to deliver the Services.
9.3 MAINFRAME TOWER
a. Increased Resource Unit Usage
Upon written notice by Certegy to IBM equal to the notification period set
forth in the Supplement for that Actual Baseline Resource Unit and a
minimum commitment of four
Page 13 of 22
(4) months or the remainder of the term of the Transaction Document,
whichever is shorter, to the Adjusted Actual Baseline(s) (except that
Certegy may request and IBM shall honor another request for increased usage
of Baseline resources within such four (4) month period), Certegy may elect
to exercise its option of setting an Actual Baseline to an increased
Resource Unit quantity level and IBM shall set the Actual Baseline(s) to
the new Resource Unit quantity level and increase the Monthly Charge, per
the example set forth below, prorated to the month the adjustment is made.
The Monthly Charge for each month remaining in the term of the Transaction
Document or the period specified in the Certegy request will be increased
by the applicable Unit Rate(s) for that category for that period (the
"Applicable Unit Rate") multiplied by the difference between the number of
Resource Units in the new increased Actual Baseline ("Adjusted Actual
Baseline") and the number of Resource Units in the current Actual Baseline.
NEW MONTHLY CHARGE = MONTHLY CHARGE + {(ADJUSTED ACTUAL BASELINE - ACTUAL
BASELINE) X APPLICABLE UNIT RATE(S)}
For example, if the Monthly Charge is $500,000.00, the monthly DASD Actual
Baseline is 71 gigabytes, the Applicable Unit Rate is $500.00 per gigabyte,
and the growth is 10 gigabytes, then the new Monthly Charge will be:
New Monthly Charge = $500,000.00 + {(81 gigabytes - 71 gigabytes) x
$500.00}
New Monthly Charge = $500,000.00 + (10 gigabytes x $500.00)
New Monthly Charge = $500,000.00 + $5,000.00
New Monthly Charge = $505,000.00
Per the above example, the Monthly Charge would be increased by $5,000.00
for the shorter of the remaining months in that Contract Year or the period
specified in the Certegy request, and the monthly DASD Actual Baselines
would be increased by 10 gigabytes for the same period. Further, the Actual
Baselines, Annual Services Charges and Monthly Charge would be adjusted
accordingly for each remaining month of the term of the Transaction
Document or the period specified in the Certegy request, assuming such
period is not less than four (4) months or the remainder of the term of the
Transaction Document, whichever is shorter, by adding 10 gigabytes to the
then current DASD Actual Baseline and multiplying the increase in the
Actual Baselines quantity by the Applicable Unit Rate(s) for each remaining
month of the term of the Transaction Document or the period specified in
the Certegy request to determine the increased Monthly Charges.
b. Reduced Resource Usage
Except as set forth in Section 9.3.a above and in accordance with Section
8.0 above, if Certegy elects to exercise its option of setting an Actual
Baseline to a new reduced Resource Unit quantity level, IBM shall, upon
written notice equal to the notification
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period set forth in the Supplement for that Actual Baseline Resource Unit,
set the Actual Baseline(s) to the new Resource Unit quantity level and
reduce the Monthly Charge, per the example set forth below, prorated to the
month the adjustment is made. The Monthly Charge for each month remaining
in the term of the Transaction Document or the period specified in the
Certegy request will be reduced by the Applicable Unit Rate multiplied by
the difference between the number of Resource Units in the current Actual
Baseline and the number of Resource Units in the new reduced Adjusted
Actual Baseline.
NEW MONTHLY CHARGE = MONTHLY CHARGE - {(ACTUAL BASELINE - ADJUSTED ACTUAL
BASELINE) X APPLICABLE UNIT RATE}
For example, if the Monthly Charge is $500,000.00, the monthly DASD Actual
Baseline is 71 gigabytes, the Applicable Unit Rate is $500.00 per gigabyte,
and Certegy wishes to decrease the Actual Baseline by 10 gigabytes, then
the new Monthly Charge will be:
New Monthly Charge = $500,000.00 - {(71 gigabytes - 61 gigabytes) x
$500.00}
New Monthly Charge = $500,000.00 (10 gigabytes x $500.00)
New Monthly Charge = $500,000.00 - $5,000.00
New Monthly Charge = $495,000.00
Per the above example, the Monthly Charge would be decreased by $5,000.00
for the shorter of the remaining months in that Contract Year or the period
specified in the Certegy request, and the monthly DASD Actual Baselines
would be decreased by 10 gigabytes for the same period.
Further, the Actual Baselines, Annual Services Charges and Monthly Charges
would be adjusted accordingly for each remaining month of the term of the
Transaction Document or the period specified in the Certegy request by
subtracting 10 gigabytes from the then current DASD Actual Baselines and
multiplying the decrease in the Actual Baselines quantity by the Applicable
Unit Rate(s) for each remaining month of the term of the Transaction
Document or the period specified in the Certegy request to determine the
decreased Monthly Charges.
The Actual Baselines and ASC in the Supplement will be updated by IBM to reflect
such Changes, and the revised Supplement would be distributed to the Parties.
10.0 UNPLANNED USAGE OF RESOURCE UNITS
10.1 INTRODUCTION
As specified herein, Certegy's unplanned increased usage of any Resource Units
will result in an additional charge ("Additional Charge"). An unplanned usage of
Resource Units is defined as Certegy's requirement and usage of a Resource Unit
without the requisite notice as set forth in
Page 15 of 22
the Supplement or usage of Resource Units not set forth in an Original or Actual
Baseline or adjusted Actual Baseline currently in effect. Unplanned usage of a
Resource Unit will continue until receipt of A written notice to increase the
Resource Unit quantity level pursuant to Section 9.3 above and completion of the
notification period set forth in the Supplement or other applicable adjustment
of the Baseline for such Resource Unit. After the completion of each calendar
quarter during the term of the Transaction Document, starting with the first
full calendar quarter after the implementation of the Unit Rate pricing, IBM
will calculate Additional Charges as follows.
10.2 CALCULATION PERIODS FOR MAINFRAME UNPLANNED USAGE
For purposes of this Schedule J, a quarter for the Mainframe Tower is the period
between and ending on the dates of March 31, June 30, September 30 and December
31 of each calendar year of the term of the Transaction Document; provided,
however, that neither the initial nor final unplanned usage calculation period
of such term may be less than three (3) months (e.g., if the Execution Date of
the Transaction Document is May 1, 1998 and the expiration date is April 30,
2008, then the initial calculation period for unplanned usage will be five (5)
months beginning on May 1, 1998 and ending on September 30, 1998 and the final
calculation period for unplanned usage will be four (4) months beginning on
January 1, 2008 and ending on April 30, 2008). The calculation period for
unplanned usage for termination of the Transaction Document for any reason other
than expiration of the term of the Transaction Document will be the actual
portion of the quarter remaining (e.g., if the termination date is November
15th, the calculation period for unplanned usage will be two months, October and
November).
10.3 CALCULATION OF ADDITIONAL CHARGES FOR UNPLANNED USAGE OF THE MAINFRAME
RESOURCES
IBM will compare the quantity of Resource Units actually used during the
applicable quarter as defined in Section 10.2 above (the "Actual RUs"), with the
number of Resource Units in the Actual Baseline for that category. There will be
no increase of the charges otherwise payable to IBM for such period unless the
actual quantity of RUs used for that period exceeds the Actual Baseline Resource
Units quantity for that category for such period, in which case Certegy will pay
IBM an Additional Charge equal to the product of the Unit Rate for the
applicable Resource Unit (as set forth in the Supplement) and the difference
between the number of RUs for that category actually used and the Actual
Baseline multiplied by 1.25 (the "Premium Unit Rate Charge" or "PURC").
ADDITIONAL CHARGE (ACTUAL RUs - ACTUAL BASELINES) X PURC
For example, if the DASD RU usage for (i) the first month of a quarter is 75
application gigabytes, and its corresponding Actual Baseline is 71 application
gigabytes, (ii) the second month of the quarter is 78 application gigabytes and
its corresponding Actual Baseline is 74 application gigabytes, (iii) the third
month of the quarter is 72 application gigabytes and its
Page l6 of 22
corresponding Actual Baseline is 76 application gigabytes, and (iv) the Unit
Rate for that quarter is $500.00 per gigabyte, then the Additional Charge
calculation will be:
Additional Charge = {(75gb + 78gb + 72gb) - (71gb + 74gb + 76gb)} x $500.00
x 1.25
Additional Charge = (225gb - 221gb) x $500.00 x 1.25
Additional Charge = 4 x $500.00 x 1.25
Additional Charge = $2,500.00
Per the above example, the Additional Charge for DASD for the quarter would be
$2,500.00 and would be billed on the next monthly invoice.
11.0 NETWORK TECHNOLOGY CHANGE REQUESTS
Understanding the evolving nature of network technology and Certegy's desire to
avail themselves of such technology for both price competitiveness and in order
to meet the needs of their customers, the Parties have agreed that IBM will
respond to Certegy's reasonable request for technology changes for Fully Managed
Network Services to its existing Data Network as set forth in this .0.
Certegy's request for technology changes in the Data Network under this Section
shall result in the development of a Fully Managed Network Services RFP as set
forth in .0.a below. The Parties agree that the initial Fully Managed Network
Services RFP issued under the terms and conditions of this Section may not be
tendered earlier than the first anniversary of the Execution Date of the
Transaction Document and that not more than one such Fully Managed Network
Services RFP may be tendered in any calendar quarter. The Parties further agree
that once a Fully Managed Network Services RFP has been tendered under the terms
and conditions of this Section, there shall not be another Fully Managed Network
Services RFP for a material portion of the same services for a period of two (2)
years unless otherwise agreed by the Parties.
The Parties agree to follow the process as described below when a request for
Network technology change is made under this Section.
a. Upon Certegy's request for a Network technology change under this Section,
the IPT will prepare a Fully Managed Network Services RFP describing both
the portion of the Network Services and volumes of such Services delivered
under the Transaction Document that are being affected and/or replaced by
such request and the technology, services and volumes of such services
being requested.
b. Upon completion of the Fully Managed Network Services RFP, the IPT shall
tender such RFP to IBM only and provide IBM an agreed upon (but in any
event reasonable) period of time to respond with the following:
Page l7 of 22
1. IBM's Wind-Down Expenses, unrecovered investment and deferred profit
through the anticipated date of termination attributable to the
cessation of such portion of the Network Services under the
Transaction Document affected by the Fully Managed Network Services
RFP;
2. The ongoing reduction in Monthly Charges and applicable adjustments to
rates, charges, committed minimums, Baselines and similar items, as
applicable, attributable to the cessation of such portion of the
Network Services under the Transaction Document affected by such Fully
Managed Network Services RFP; and
3. IBM's price and conditions for the technology and services requested
in such Fully Managed Network Services RFP.
c. If Certegy accepts IBM's price and conditions for the technology and
services set forth in the Fully Managed Network Services RFP, then Parties
will mutually agree on the payment stream reflecting the charges, credits
and pricing set forth in Sections 1l.0.b.l, 2 and 3 above, for the
remainder of the term of the Transaction Document and update the applicable
pricing, charges, rates, committed minimums, Baselines and similar items,
as applicable, in the Supplement to the Transaction Document.
d. In the event that Certegy does not accept IBM's price and conditions for
the technology and services provided under .0.b.3 above, then the Parties
shall conduct a jointly funded Market Analysis as set forth below:
4. The IPT will determine the third party vendors to which the Fully
Managed Network Services RFP, less the description of the portions of
the Network Services and volumes of such Services being affected
and/or replaced, prepared in .0.a is to be tendered. Certegy shall
issue the Fully Managed Network Services RFP to the selected third
party vendors.
5. The IPT will review the responses to the Fully Managed Network
Services RFP to ensure that such responses are consistent with the
requirements of the Fully Managed Network Services RFP and that they
represent a like-or-like comparison with the technology, Network
services and volumes of such services set forth in the Fully Managed
Network Services RFP in all material respects. The IPT will discard
any third party vendor responses not meeting the requirements of the
Fully Managed Network Services RFP in all material respects or not
representing a like-for-like comparison in all material respects.
Certegy shall have the right to redact responder identity and similar
identifying characteristics from the third party responses to the
Fully Managed Network Services RFP.
Page 18 of 22
6. The IPT shall then average third party vendor total prices for such
responsive like-for-like services; provided, however, that if there
are more than four (4) third party vendor responses to the Fully
Managed Network Services RFP the high and low third party vendor
responses shall be discarded prior to performing such averaging. The
average of the total prices and the subject responses to the Fully
Managed Network Services RFP shall be provided to IBM.
7. IBM, at its sole discretion, may either elect to meet the average plus
ten percent (10%) of the third party vendor responses determined in
.0.d.3 above or let Certegy terminate the portion of the Network
Services described in the Fully Managed Network Services RFP developed
in .0.a, at a date not less than 90 days following written
notification from Certegy of such intent, upon Certegy's payment of
the amount set forth in .0.b.l and other charges due for IBM's
provision of the Services under the Transaction Document and Master
Agreement through the effective date of termination of such portion of
the Network Services (excluding, without limitation, Termination
Charges, Minimum Volume Service Commitments and other charges
otherwise payable with respect to the period after the effective date
of such termination), which shall be Certegy's sole liability for such
termination. IBM shall provide Certegy the opportunity to mitigate the
Wind-Down Expenses as set forth in the Master Agreement.
8. In the event that IBM elects to meet the such average total price plus
ten percent (10%) of such average price, the Parties shall execute an
Amendment to the Transaction Document setting forth the new prices,
charges, rates, conditions, committed minimums, Baselines and similar
items, as applicable, for the remainder of the term of the Transaction
Document.
9. If IBM elects not to meet such average price plus ten percent (10%) of
such average price, Certegy may terminate the applicable portion of
the Network Services and Certegy shall be obligated to pay IBM the
amount set forth in .0.b.1 and other charges due for IBM's provision
of the Services under the Transaction Document and Master Agreement
through the effective date of such termination of such portion of the
Network Services (excluding, without limitation, Termination Charges,
Minimum Volume Service Commitments and other charges otherwise payable
with respect to the period after the effective date of such
termination), which shall be Certegy's sole liability for such
termination, and IBM shall provide Services Transition Assistance as
set forth in the Master Agreement and continue to provide the affected
portion of the Network Services through the effective date of such
termination at the rates set forth in the Supplement. IBM shall
provide Certegy the opportunity to mitigate the Wind-Down Expenses as
set forth in the Master Agreement. The Parties shall execute an
Amendment to the Transaction Document setting forth the new prices,
charges, rates, conditions,
Page l9 of 22
committed minimums, Baselines and similar items, as applicable, for
the remainder of the term of the Transaction Document.
12.0 VOICE SERVICES REPRICING
It is the intent of the Parties that IBM will provide Voice Services for Certegy
during the term of the Transaction Document. Realizing the volatility of pricing
for voice services in the market place and the Parties intent to deliver and
receive such services at a price that is and remains competitive in such market
place, the Parties have agreed to the Voices Services pricing reviews and
subsequent pricing actions described below:
a. By the end of each three (3) year period beginning on the Commencement Date
of the Transaction Document, the Parties shall perform a jointly funded
Market Analysis of the Voice Services provided by IBM to Certegy to
determine the competitiveness of IBM's then current prices for Voice
Services with the prices then being offered in the market place. The Market
Analysis shall begin not earlier than two and one-half (2 1/2) years into
each three (3) year period referenced above and will be conducted as
follows:
1. The IPT will prepare an RFP describing the Voice Services and volumes
of such Services being delivered under the Transaction Document and
determine the third party vendors to which such RFP is to be tendered.
Certegy shall issue the RFP to the selected third party vendors.
2. The IPT will review the third party responses to the RFP to ensure
that such responses are consistent in all material respects with the
requirements of the RFP and that they represent a like-for-like
comparison with the Voice Services and volumes of such Services being
provided by IBM in all material respects. The IPT will discard any
third party vendor responses not meeting the RFP requirements or not
representing a like-for-like comparison with the Voice Services
provided by IBM in all material respects. Certegy shall have the right
to redact responder identity and similar identifying characteristics
from the third party responses to the RFP.
3. The IPT shall then average third party vendor total prices for such
responsive like-for-like services; provided, however, that if there
are more than four (4) third party vendor responses to the RFP, the
high and low third party vendor responses shall be discarded prior to
performing such averaging. The average of the total prices and the
subject responses to the RFP shall be provided to IBM.
4. IBM, at its sole discretion, may either elect to meet the average of
the third party vendor responses determined in accordance with Section
12.0.a.3 above or let Certegy terminate the Voice Services in its
entirety, at a date not earlier than the completion of the three (3)
year period being analyzed, upon Certegy's payment
Page 20 of 22
of IBM's Wind-Down Expenses, unrecovered investment and deferred
profit allocable to the Voice Services and other charges due for IBM's
provision of the Services under the Transaction Document and Master
Agreement through the effective date of termination of the Voice
Services (excluding, without limitation, Termination Charges, Minimum
Volume Service Commitments and other charges otherwise payable with
respect to the period after the effective date of such termination),
which shall be Certegy's sole liability for such termination. IBM
shall provide Certegy the opportunity to mitigate the Wind-Down
Expenses as set forth in the Master Agreement.
5. In the event that IBM elects to meet the such average total price, the
Parties shall execute an Amendment to the Supplement for the
Transaction Document setting forth the new prices, charges, Baselines,
minimum commitments, rates and similar items, as applicable, for the
remainder of the term of the Transaction Document.
6. If IBM elects not to meet such average price, Certegy may terminate
the Voice Services and Certegy shall be obligated to pay IBM the
amount set forth in Section 12.0.a.4 above, which shall be Certegy's
sole liability for such termination, and IBM shall provide Services
Transition Assistance as set forth in the Master Agreement and
continue to provide Voice Services through the effective date of
termination at the rates set forth in the Supplement.
b. In addition to the above, IBM will, by the completion of the second year of
each three (3) year period referenced in Section 12.0.a above, have queried
and negotiated with its current provider(s) of voice services to determine
such vendors' willingness to provide more favorable pricing for IBM's
extension of such vendors current contract with IBM.
In the event that IBM's vendor(s) is willing to provide or provides more
favorable pricing terms to IBM for IBM's extension of its contract and such
pricing is more favorable to Certegy than the then current pricing, IBM
shall present the more favorable pricing, as adjusted for IBM's uplift to
Certegy for Certegy's consideration.
Certegy may, at its sole discretion, accept such more favorable pricing by
committing to the extension and resetting the beginning of the three (3)
year period referenced in Section 12.0.a to the date of Certegy's
acceptance of the more favorable pricing. If Certegy accepts the more
favorable pricing and resetting of the three (3) year period the Parties
shall execute an Amendment to the Supplement for the Transaction Document
to reflect such changes in pricing, rates, charges, Baselines, minimum
commitments and similar items, as applicable, and the dates of such three
(3) year periods, as applicable, for the remainder of the term of this
Transaction Document.
Page 21 of 22
13.0 CALCULATION OF HOURLY SERVICES CHARGES
As specific consulting needs are identified in support of the Certegy/IBM
relationship, IBM will analyze the specific project needs, skills requirements
and duration and provide the appropriate skills based on the then current
prices.
14.0 SERVICES PERFORMED FOR A FIXED CHARGE
The charge for Services performed at a fixed rate ("Fixed Price") to Certegy
will be specified in the applicable Project Plan included in Schedule N.
Page 22 of 22
EXHIBIT 4
CERTEGY MASTER AGREEMENT
EXHIBIT 4 - FORM OF SUPPLEMENT
IBM/CERTEGY INC.
AGREEMENT FOR OPERATIONS SUPPORT SERVICES
SUPPLEMENT TO
TRANSACTION DOCUMENT 98-__
NAME AND ADDRESS OF CUSTOMER: CUSTOMER NO: _______________
Certegy Inc.
_____________________________________
_____________________________________
IBM Project Office Address: IBM Project Office No: ______
IBM Project Executive
_____________________________________
_____________________________________
Term Commencement Date: ___________ ____,______
Term End Date: ____________ ___,______
TOTAL FOR ALL TOWERS
CONTRACT YEAR
($ IN THOUSANDS) BASE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ---------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
ANNUAL SERVICES
CHARGE
TERMINATION
CHARGES
Convenience
Change of Control
COLA BASE YEAR INDEX
Page 1 of 27
MAINFRAME
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MAINFRAME CHARGES
CPU
DASD
Tape
Print
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change of Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MAINFRAME
CPU ORIGINAL BASELINES
APPLICATION MINUTES - PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 2 of 27
MAINFRAME
CPU ORIGINAL BASELINES
APPLICATION MINUTES - NON-PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
DASD ORIGINAL BASELINES
APPLICATION GIGABYTES
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 3 of 27
MAINFRAME
TAPE ORIGINAL BASELINES
APPLICATION TAPE MOUNTS (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ORIGINAL BASELINES
APPLICATION TAPE LIBRARY VOLUMES (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 4 of 27
MAINFRAME
TAPE ORIGINAL BASELINES
OFF-SITE STORAGE (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
PRINT ORIGINAL BASELINES
APPLICATION PRINT LINES (IN KLOPS)
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 5 of 27
MAINFRAME
CPU ACTUAL BASELINES
APPLICATION MINUTES - PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
CPU ACTUAL BASELINES
APPLICATION MINUTES - NON-PRIME TIME
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 6 of 27
MAINFRAME
DASD ACTUAL BASELINES
APPLICATION GIGABYTES
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ACTUAL BASELINES
APPLICATION TAPE MOUNTS (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 7 of 27
MAINFRAME
TAPE ACTUAL BASELINES
APPLICATION TAPE LIBRARY VOLUMES (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
TAPE ACTUAL BASELINES
OFF-SITE STORAGE (IN THOUSANDS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 8 of 27
MAINFRAME
PRINT ACTUAL BASELINES
APPLICATION PRINT LINES (IN KLOPS)
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MAINFRAME
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
CPU ($ per Application Minute)
Prime Time
> Original Baseline
< Original Baseline
Non-Prime
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
DASD ($ per Gigabyte)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 9 of 27
MAINFRAME
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TAPE MOUNTS ($ per Mount)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
VOLUMES ($ per Tape)
> Original Baseline
< Original Baseline
FIXED CHARGE (M K$)
OFF-SITE STORAGE ($ per Tape Sent)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
PRINT ($ per KLOP)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 10 of 27
MIDRANGE
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MIDRANGE CHARGES
Resource #1
Resource #2
Resource #3
Resource #n
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change of Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 11 of 27
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 12 of 27
MIDRANGE
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 13 of 27
MIDRANGE
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MIDRANGE
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 14 of 27
MIDRANGE
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 15 of 27
MIDRANGE
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
> Original Baseline
FIXED CHARGE (in K$)
Page 16 of 27
MICROLAN
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MICROLAN CHARGES
Resource # 1
Resource # 2
Resource # 3
Resource # n
TOTAL TOWER PRICE
TERMINATION CHARGES
Convenience
Change in Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
MICROLAN
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 17 of 27
MICROLAN
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 18 of 27
MICROLAN
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 19 of 27
MICROLAN
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 20 of 27
MICROLAN
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
MICROLAN
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ---------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 21 of 27
MICROLAN
TOWER PRICING
CONTRACT YEAR
(CHARGES IN K$) 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
NETWORK CHARGES
Resource # 1
Resource # 2
Resource # 3
Resource # n
TOTAL NETWORK PRICE
TERMINATION CHARGES
Convenience
Change in Control
INFLATION SENSITIVITY
DEFLATION SENSITIVITY
NETWORK
ORIGINAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 22 of 27
NETWORK
ORIGINAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ORIGINAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 23 of 27
NETWORK
ORIGINAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE
BASELINES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ACTUAL BASELINES
RESOURCE # 1
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 24 of 27
NETWORK
ACTUAL BASELINES
RESOURCE # 2
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
NETWORK
ACTUAL BASELINES
RESOURCE # 3
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 25 of 27
NETWORK
ACTUAL BASELINES
RESOURCE # N
CONTRACT YEAR
MONTHLY
RESOURCE DAYS
BASELINES NOTICE 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- --------- ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
January
February
March
April
May
June
July
August
September
October
November
December
Page 26 of 27
NETWORK
UNIT RATES AND FIXED CHARGES
CONTRACT YEAR
MONTHLY UNIT RATES 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
- ------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RESOURCE # 1 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 2 ($ per?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # 3 ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
RESOURCE # N ($ per ?)
> Original Baseline
< Original Baseline
FIXED CHARGE (in K$)
Page 27 of 27
EXHIBIT 5
CERTEGY MASTER AGREEMENT
SCHEDULE A OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
APPLICATIONS SOFTWARE
THIS SCHEDULE LISTS THE APPLICATIONS SOFTWARE - CERTEGY AND APPLICATIONS
SOFTWARE - IBM THAT IBM WILL OPERATE FOR CERTEGY IN PERFORMANCE OF THE SERVICES.
THIS IS AN INVENTORY LISTING AND WILL BE UPDATED DURING THE TERM OF THE
TRANSACTION DOCUMENT.
SECTION A-1 APPLICATIONS SOFTWARE - CERTEGY
MAINFRAME TOWER: APPLICATIONS SOFTWARE - CERTEGY
- -----------------------------------------------------------------------------------------------
RESPONSIBILITY
(1 = IBME = CERTEGY)
------------------------------------
ITEM NO. PREFIX SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- -------- ------ ------------------------- -------- ------- ------ -------- ------
FORM FOR MASTER AGREEMENT
SCHEDULE A
PAGE OF
SECTION A-2 APPLICATIONS SOFTWARE - IBM
MAINFRAME TOWER: APPLICATIONS SOFTWARE - IBM
- -----------------------------------------------------------------------------------------------
RESPONSIBILITY
(1 = IBME = CERTEGY)
------------------------------------
ITEM NO. PREFIX SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- -------- ------ ------------------------- -------- ------- ------ -------- ------
Notes:
(1) "Oper" means operational responsibility for the Applications Software
listed in this Schedule.
(2) "Fin" means financial responsibility for License fees, maintenance charges,
Maintenance Releases and any other related charges for the Applications
Software listed in this Schedule but does not include the cost for new
Versions. Certegy has financial responsibility for all costs related to the
purchase of new Versions.
(3) "Maint" means maintenance responsibility, including applying fixes and
corrections (but not necessarily the financial responsibility for obtaining
such) for the Applications Software listed in this Schedule.
(4) "Dev" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or enhancements
for the Applications Software listed in this Schedule.
SCHEDULE B OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
SYSTEMS SOFTWARE
THIS SCHEDULE LISTS THE SYSTEMS SOFTWARE - IBM AND SYSTEMS SOFTWARE - CERTEGY
WHICH IBM REQUIRES TO PERFORM THE PROCESSING SERVICES.
THIS IS AN INVENTORY LISTING AND WILL BE UPDATED DURING THE TERM OF THE
TRANSACTION DOCUMENT.
SECTION B-1 SYSTEMS SOFTWARE - IBM
MAINFRAME TOWER: SYSTEMS SOFTWARE - IBM
- -------------------------------------------------------------------------------------------------
RESPONSIBILITY
(1 = IBME = CERTEGY)
PRODUCT SOFTWARE LICENSE ------------------------------------
ITEM NO. NUMBER NAME/DESCRIPTION TYPE LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- -------- ------- ---------------- ------- -------- ------- ------ -------- ------
July 7, 1988 Form for Master Agreement
Schedule B Page of
SECTION B-2 SYSTEMS SOFTWARE - CERTEGY
MAINFRAME TOWER: SYSTEMS SOFTWARE - CERTEGY
- -------------------------------------------------------------------------------------------------
RESPONSIBILITY
(1 = IBME = CERTEGY)
PRODUCT SOFTWARE LICENSE ------------------------------------
ITEM NO. NUMBER NAME/DESCRIPTION TYPE LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- -------- ------- ---------------- ------- -------- ------- ------ -------- ------
Notes:
(1) "Oper" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "Fin" means financial responsibility for License fees, maintenance charges,
Maintenance Releases, Versions and any other related charges for the
Systems Software listed in this Schedule.
(3) "Maint" means maintenance responsibility, including applying fixes and
corrections (but not necessarily the financial responsibility for obtaining
such) for the Systems Software listed in this Schedule.
(4) "Dev" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or enhancements
for the Systems Software listed in this Schedule.
SCHEDULE C
TRANSITION DOCUMENT #______
MAINFRAME TOWER
CERTEGY PROVIDED HARDWARE
THIS SCHEDULE LISTS THE MACHINES (IBM OR OEM) THAT CERTEGY OWNS, LEASES OR RENTS
AND WHICH IBM REQUIRES IN ORDER TO PROVIDE THE PROCEEDING SERVICES UNDER THIS
AGREEMENT.
THIS IS AN INVENTORY LISTING AND WILL BE UPDATED DURING THE TERM OF THE
TRANSACTION DOCUMENT.
MAINFRAME TOWER
- --------------------------------------------------------------------
ITEM NO. VENDOR MACHINE TYPE DESCRIPTION MACHINE S/N NOTES
- -------- ------ ------------ ----------- ----------- -----
July 7, 1988 Form for Master Agreement
Schedule C Page of
SCHEDULE D OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
IBM MACHINES
THIS SCHEDULE LISTS THE MACHINES (IBM OR OEM) THAT IBM OWNS, LEASES OR RENTS AND
WHICH IBM REQUIRES IN ORDER TO PROVIDE THE PROCESSING SERVICES UNDER THIS
AGREEMENT.
THIS IS AN INVENTORY LISTING AND WILL BE UPDATED DURING THE TERM OF THE
TRANSACTION DOCUMENT.
MAINFRAME TOWER
- ----------------------------------------------------------------
MACHINE TYPE MACHINE MODEL DESCRIPTION MACHINE S/N NOTES
- ------------ ------------- ----------- ----------- -----
July 7, 1988 Form for Master Agreement
Schedule D Page of
SCHEDULE E OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
SERVICES, MEASURES OF UTILIZATION AND OPERATIONAL AND FINANCIAL RESPONSIBILITIES
- - INTRODUCTION
- This Schedule E describes certain duties, obligations and
responsibilities of IBM as related to the Mainframe Tower
operations and management.
- During the term of the Transaction Document, IBM will provide
Mainframe services to Certegy using the Certegy Provided Hardware
and IBM Machines, the Applications and third party Systems
Software provided by Certegy and IBM as required by the
Transaction Document and the IBM Systems Software provided under
the Transaction Document. IBM will provide such other services as
requested and approved by Certegy during the term of the
Transaction Document as New Services in accordance with Section
3.12 of the Master Agreement.
- Within 180 days after the Execution Date of the Transaction
Document, IBM shall provide a manual (hardcopy or softcopy)
describing the operating processes and procedures relating to the
performance of the Services (the "Procedures Manual").
- The Procedures Manual shall be provided to Certegy for
review and comment, and IBM shall incorporate therein any
reasonable comments or suggestions of Certegy.
- IBM shall periodically update the Procedures Manual to
reflect any changes in the operations or procedures
described therein.
- IBM shall perform all Services in accordance with the
Procedures Manual.
- During the term of the Transaction Document the Parties may agree
on different or additional Services and will amend the
Transaction Document, the Schedules under the Transaction
Document and/or the Procedures Manual in writing accordingly. IBM
shall perform all Services in accordance with the Procedures
Manual, the Transaction Document, the Schedules and the Master
Agreement.
- The descriptions contained in this Schedule of specific types of
Services, and methods and procedures used to perform such
Services, set forth how IBM will deliver the Services.
- The Parties agree that the provision of Services should improve
over the term of the Transaction Document based on:
- IBM's knowledge of, and access to, improvements in resources
and technology; and
- IBM's implementation of improved methods and procedures for
providing Services and efficiencies arising from the use of
IBM as a Services provider.
- Definitions:
All capitalized terms not defined in this Schedule E shall have
the meanings given them in the Master Agreement, Supplement or
other Schedules.
- "GBS" means gigabytes.
- "KLOP" means a thousand lines of print.
- "NON-PRIME TIME" means all hours other than Prime Time.
- "PRIME TIME" means _____ am to ____ pm ____ Time, Monday
through Friday.
- "PROCEDURES MANUAL" has the meaning set forth In Section
1.0.c herein.
- "RESOURCE UNIT" OR "RU" means a particular unit of resource
utilization, as described in Schedule J, which is used to
determine Additional Charges as described in the Supplement
and Schedule J.
- "SMF" means Systems Management Facility.
- "SYSTEMS MANAGEMENT CONTROLS" OR "SMC" has the meaning set
forth in Section 2.0 herein.
- "SYSTEMS OVERHEAD" has the meaning set forth in Section 4.0
herein.
July 7, 1988 Form for Master Agreement
Schedule E Page of
- - SYSTEM MANAGEMENT CONTROLS
IBM will provide to Certegy and IBM and Certegy will mutually agree on and use
the "Systems Management Control" ("SMC") Procedures as the standard set of
disciplines for managing information systems. The SMC procedures, in some
combination, are applicable to all the Services provided and shall be
implemented as appropriate to the individual Service being provided and shall be
included in the Procedures Manual. IBM will administer each SMC discipline. In
general, IBM's SMC responsibilities shall include, without limitation, the
following processes:
- BATCH MANAGEMENT - controlling production batch work including
the scheduling of resources, the processing of data and
transactions and the distribution of data/information between
users and facilities, Certegy instructions on what, when and how
to schedule and recover shall be provided to IBM and documented
in the scheduling manual maintained by IBM Production Control.
Setup and scheduling shall be performed and controlled by IBM in
cooperation with Certegy and in accordance with the scheduling
manual except for the automatic scheduling that will be performed
by the Systems and Applications Software.
- CAPACITY MANAGEMENT - the development and maintenance of tactical
and strategic plans to ensure that the Mainframe environments
accommodate Certegy's growth or changing business requirements.
The capacity management processes will, among other issues,
require Certegy's input and review of capacity management.
- CHANGE MANAGEMENT - to assess if the change is necessary,
validate the adequacy of the acceptance test, schedule the
promotion into the production environment as appropriate, notify
the appropriate functions and verify successful implementation.
- CONFIGURATION MANAGEMENT - for processing Mainframe hardware and
software configuration changes and maintaining lists and diagrams
of systems configurations. IBM will provide revised
configurations to Certegy.
- INVENTORY MANAGEMENT - of the IBM and Certegy Provided Hardware
(including incoming and outgoing) in the Data Center and other
areas for which IBM is providing Services. This activity is to
include, but not be limited to, serial number tracking, vendor
coordination and maintenance.
- ON-LINE MANAGEMENT - for coordinating the appropriate skills,
information, tools and procedures required to manage the on-line
environment. This includes the staffing of a help desk facility
for Authorized Users as provided in Schedule M.
- PERFORMANCE MANAGEMENT - to monitor, measure, analyze and report
systems performance as it compares to the Performance Standards
and recommend and implement performance improvements. Where
warranted, either Party may request the other Party to make
commercially reasonable changes to enable system performance
improvement, all such changes are subject to the mutual agreement
of the Parties.
- PROBLEM MANAGEMENT - to identify, record, track, and correct
issues impacting Services delivery, recognize recurring problems,
address procedural issues and contain or reduce the impact of
problems that occur.
- RECOVERY MANAGEMENT - for planning, establishing and testing the
recovery procedures required to provide the Services to
Authorized Users in the event of a failure, including without
limitation, a failure giving rise to invoking the Disaster
Recovery Plan as set forth in Schedule G. The intent of this
process is to anticipate and minimize the impact of systems
resource failure through the development of predefined,
documented procedures and software/hardware recovery
capabilities. Certegy's instructions on what and how to recover
shall be provided to IBM and included in the Procedures Manual.
- - MAINFRAME TOWER OPERATIONS
- Operation of Data Center
IBM shall be responsible for the operation and management of the
Mainframe Tower. This responsibility shall include establishing and
maintaining a properly trained and adequately staffed Data Center
population, including necessary management and
support staff. The hours of operation of the Mainframe Tower shall be
___ hours per day, ___ days per week, except for the regularly
scheduled maintenance period unless otherwise requested and agreed by
the Parties.
- Processing Operations
IBM shall make available, monitor and process on-line and batch
applications, including scheduled, unscheduled and on-request services
as well as end user initiated processing. Included in such
responsibilities, IBM shall:
- support all test and production environments;
- provide computer room operations support and perform console
monitoring activities;
- operate and provide application availability to present and
future Applications Software to support the operating
schedules of Certegy with applicable systems availability,
___ hours per day, ___ days per week (subject to Scheduled
Downtime, Excusable Downtime or agreed to schedules);
- operate, maintain and enhance, as necessary to perform the
Services and meet IBM's obligations under the Master
Agreement and the Transaction Document;
- perform all technical system support operations, including
DASD management, system programming, capacity planning and
performance tuning for the Systems Software;
- as defined in the Schedules, provide support for the
equipment and the Systems Software for the equipment;
- schedule systems maintenance so as to minimize interference
with the business needs of Certegy;
- complete all processing schedules on time and in the correct
sequence set forth in the scheduling manual;
- to the extent reasonably possible, process all special
request activities within the requested time frames and in
the sequence defined by Certegy;
- provide access to, and software compatibility with, external
systems necessary for the Services and other systems
identified by Certegy consistent with the operating
environment specified in Schedule K of the Transaction
Document and the terms and conditions set forth in Section
3.12 of the Master Agreement, provided, however, that such
activities do not include responsibility for Year 2000
Compliance of such external systems and Services;
- continuously endeavor to enhance processing capabilities and
efficiencies of the IBM Machines in the Data Center through
technology changes, system tuning and other run-time
improvements;
- perform regular monitoring of utilization needs and
efficiencies and provide regular reporting on tuning
initiatives, performance and capacity trends for the IBM
Machines and System Software;
- consistent with the Master Agreement and Transaction
Document, operate, support and maintain third-party products
and services;
- provide support for the Certegy Provided Hardware set forth
in Schedule C, the Systems Software running on such Certegy
Provided Hardware and operations and Systems Software
support for the Applications Software to the extent
necessary to provide the Services;
- ensure equipment is properly cleaned and maintained at the
required intervals in accordance with manufacturers'
specifications to minimize problems and outages;
- operate the Applications Software; and
- identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
- Production Control
IBM shall maintain production schedules and cooperate with Certegy by
responding to special processing requests and new processing
requirements. All changes will be
performed as set forth in the Change Control Process. Included in such
responsibilities, IBM shall:
- make no change to the production environment without the
prior approval of Certegy; provided, however, that if
Certegy's refusal to make such change to the production
environment causes demonstrable impact on IBM's ability to
meet any Performance Standard or Minimum Service Level, then
Certegy shall excuse IBM from those Performance Standard(s)
or Minimum Service Level(s) to the extent such failure is
due directly to Certegy's refusal to allow change to the
production environment;
- assure that all programs are moved from the application
development and test environments to the production
environment in a controlled and documented manner, which
must in all cases be approved in advance by the Change
Committee;
- schedule all Data Center projects so as not to unreasonably
interrupt Certegy business operations; all such projects
must receive the prior approval of the Change Committee;
- document and provide to Certegy a notification of all Data
Center changes performed for emergency purposes or as
otherwise not precluded in Section 3.0.c.1 above as soon as
practicable, but no later than the end of the next day after
the change was made;
- prioritize and schedule batch jobs and report distribution
systems subject to Certegy's schedule parameters, including
but not limited to, automated scheduling features in the
Applications Software and Certegy's specific directions so
on-line applications dependent on batch processing and batch
process outputs shall be available as scheduled;
- distribute and obtain Certegy approval for major production
control schedule changes prior to implementation, as
described in the Change Control Process;
- update the scheduler data base, as required, to reflect
changes to the production environment;
- monitor scheduler related incidents, and develop and
recommend refinements and revisions to the scheduler data
base;
- coordinate and modify schedules for special requests and
follow Certegy priorities and IBM will promptly notify
Certegy if such special requirements will affect either the
timely completion of other tasks or IBM's ability to meet
its obligations under the Master Agreement and the
Transaction Document;
- respond expeditiously to requests from Certegy for priority
job execution; and
- identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
- File Services
IBM shall manage files on the Mainframe Tower Machines in a manner
which shall ensure the availability and integrity of all Certegy data.
The file management procedures will, among other issues, require
Certegy to use industry standard access methods for file I/O data
management. Included in such responsibilities, IBM shall:
- ensure that all files under IBM's control are current and
available during scheduled access times;
- initiate and complete required data processing activities to
ensure the data is processed, with data integrity (e.g.,
handling line transmission errors) of all processed files,
according to the specifications set forth in the Procedures
Manual;
- verify, using tools and procedures set forth in the
Procedures Manual, the successful receipt of all incoming
files and the successful processing and transmission of all
outgoing files;
- document, maintain and, as appropriate, update and execute
mutually approved file back-up and recovery procedures;
- provide a recovery procedure for restoring the data image to
a previous level within a mutually agreed amount of time;
- conduct regularly scheduled back-up and recovery procedures
as set forth in the Procedures Manual and as prioritized by
Certegy, (e.g., data set restore), so as not to impact
scheduled operations and provide recommendations to the IPT
regarding back-up and recovery considerations, such as
improved levels of protection, efficiencies and cost
reductions;
- conduct routine monitoring and corrective action according
to procedures prepared by IBM and approved by Certegy for
intermediate files used for on-line and batch processing;
- ensure that adequate file space is available for processing,
subject to the provisions of the Transaction Document's
charging methodologies as set forth in Schedule J;
- report to the IPT, disk space utilization and requirements
for capacity planning purposes;
- assist and advise Certegy in utilizing disk storage
resources in an efficient and cost effective manner; and
- identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
- Tape Management
IBM shall provide tape management services. Included in such
responsibilities, IBM shall:
- update Certegy's procedures, as appropriate and with
Certegy's consent, governing time periods for retention of
tapes, including reasonable periods for retention of tapes
for auditing purposes and include such procedures in the
tape management manual;
- provide logging and tracking of physical tapes in and out of
the Data Center and provide required rotation of tapes for
off-site vault storage;
- establish and/or follow procedures established by Certegy to
log and track physical tapes that are checked in and checked
out to third party vendors and Certegy customers;
- store tapes and paper documentation, as appropriate, at
secure off-site vault storage;
- notify the IBM and/or third party tape storage provider when
it is time to scratch or return a tape in accordance with
the Procedures Manual;
- complete tape mounts in sufficient time to meet production
processing requirements;
- complete tape mounts for nonproduction processing;
- provide tape specifications to Certegy to ensure tape media
is reliable and read/write errors are kept to a minimum;
- ensure adequate supplies for the tape environment are
maintained and that the scratch tape pool is sufficient to
service all required processing needs and notify Certegy
when additional tape and other supplies are required;
- purchase up to $___ in tape media annually for Certegy;
- retrieve archived tapes and restore required files and data
sets within mutually agreed time frames;
- upon Certegy's reasonable request, provide Certegy with the
right to, and access to, monitor tape management operations,
mailing and receipt control;
- report tape utilization; and
- identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
- Data Base Administration
IBM, as applicable, shall be responsible for managing the data base
environment. Included in such responsibilities, IBM shall:
- participate in planning for changes in the size of data
bases due to business growth or reduction and applications
development projects, and review Certegy's plans on a
regular basis for comment;
- provide physical and operating systems data base support for
Certegy's data base environments and those established by
IBM;
- in cooperation with Certegy, monitor and report data base
performance and data base space utilization and identify,
recommend and implement practical modifications for improved
performance;
- maintain and/or implement mutually agreed upon data base
archive processes and procedures to meet Certegy's business
requirements and requests;
- maintain and/or implement mutually agreed upon data base
back-up procedures, provided by Certegy, to recover from a
data base outage or corrupted data base within time frames
specified in the Procedures Manual;
- maintain physical data base definitions and make such
definitions available to Certegy upon request;
- promote data base changes into the production environment as
approved by Certegy;
- in cooperation with Certegy, maintain the standard data base
access routines used by applications development and
software maintenance personnel and document any changes to
same;
- assist in problem determination and resolution of data base
management system issues including escalation to the Systems
Software vendor and
- identify possible product and technology enhancement
opportunities for improved performance, and notify the IPT
of these opportunities.
- Output
IBM shall provide output device processing and operational support
necessary to accomplish such processing including production and
delivery of files, tape and printed output. Included in such
responsibilities, IBM shall:
- provide print operators at the Data Center print facility;
- produce and deliver output within the agreed to schedules;
- track, manage, communicate and resolve problems related to
IBM equipment output services;
- separate, package, label, scan and track all tape output and
ensure that it is properly distributed to the mutually
agreed to distribution drop point within the mutually agreed
upon time frames;
- ensure that all files are on the queue and available for
transmission to the applicable Certegy output and production
control locations within the mutually agreed upon time
frames or as set forth in Schedule S of the Transaction
Document;
- provide printed output to the local Certegy distribution
system located in the print centers or transmit electronic
print files to remote sites;
- work with the Certegy mail room personnel to find, trace or
replace lost or missing output;
- execute reruns of output requested by Certegy and notify
Certegy if rerunning any output shall impact scheduled
on-line or batch production processing; and
- identify possible enhancement opportunities for improved
output performance and notify the IPT of these
opportunities.
- Quality Assurance
IBM shall:
- review problem reports and recommend/implement appropriate
fixes with Certegy's approval;
- maintain and update the Application Installation Standards
documentation set forth in the Procedures Manual;
- in conjunction with Certegy, review new Certegy production jobs
and JCL for correctness and conformance to mutually agreed to
standards for efficient resource utilization;
- participate in weekly change control meetings, or on such other
frequency agreed to by the Parties, with Certegy designees in
accordance with the Change Control Process; and
- prepare and distribute management reports.
- Emergency Restoration of Services
IBM shall:
- develop and/or implement Data Center procedures, as required, to
support Certegy's emergency restoration of the Services
requirements;
- work with Certegy's emergency plan coordinator to assure IBM's
Data Center support plan meets Certegy's requirements and obtain
Certegy's approval of procedures; and
- invoke the Disaster Recovery Plan as applicable, in accordance
with Schedule G and the Transaction Document.
- Information Security
IBM shall provide and implement security access control tools for data,
data bases and other information repositories and for applications,
operating systems and libraries as described in Schedule L and the
Transaction Document. IBM shall cooperate with and assist the Certegy
System Security Department to allow the security administrators to complete
their duties.
- Software Support and Maintenance
IBM shall provide support for all Systems Software as set forth in Schedule
B and Applications Software - IBM as set forth in Schedule A. While
financial responsibility for the maintenance of the third party Systems
Software may, depending upon the responsibilities set forth in Schedule B,
reside with Certegy, IBM will be responsible for performing the problem
determination, applying maintenance fixes and coordinating Certegy's third
party maintenance providers. IBM will provide Systems Software maintenance
and support as set forth in the Master Agreement and the Transaction
Document.
Certegy shall be responsible for new development, problem determination,
scheduling necessary systems resources, applying and testing fixes for all
Applications Software. IBM will provide operations and Systems Software
support for Certegy's Applications Software personnel and will promote the
new or fixed Applications Software to the production system.
- General Responsibilities
IBM's Systems Software maintenance and support responsibilities
include the responsibilities described in this Schedule E.
- Quality Assurance
IBM shall be responsible for providing and implementing quality
assurance processes and procedures as reasonably necessary to ensure
that IBM's Systems Software maintenance and support responsibilities
are executed accurately and in a timely manner. Subject to the
foregoing, the Parties shall mutually agree upon terms and conditions
for conducting checkpoint reviews, software testing and acceptance and
other quality assurance procedures. These procedures shall be included
in the Procedures Manual.
- Software Maintenance
IBM will provide software maintenance for Systems Software listed in
Schedule B. IBM will employ a maintenance methodology, including
standards for work plans, design and programming, as set forth in the
Procedures Manual.
- Software Services
IBM will apply preventative maintenance and program temporary fixes,
as set forth in the responsibilities section of Schedule B, to correct
defects in the Systems Software running in the Data Center. IBM will
also provide or obtain new versions and releases, upgrades,
replacements or additional systems software as agreed to by the
Parties, as described in the Transaction Document and its Schedules in
order to perform the Services in accordance with its obligations under
the Master Agreement and the Transaction Document for the Applications
listed in Schedule A.
- Systems Support
- IBM will provide systems support during normal business
hours for the location being provided the Services under the
Transaction Document Monday through Friday, and on-call
support and coverage for each software product during all
other hours including scheduled holidays IBM will provide
escalation procedures for IBM's on-call support to Certegy.
The actual contact listing and organizational structure for
systems support will be set forth in the Procedures Manual.
- IBM will provide reasonable system support efforts to assist
Certegy application programmers to ensure that Applications
Software properly interfaces with Systems Software at no
additional charge to Certegy.
- Efficient Use of Resources
IBM will provide the Services using IBM Machines and Certegy Provided
Hardware. Additional or replacement equipment, including upgrades, will be
added by IBM as necessary to perform the Services in accordance with its
obligations under the Master Agreement and the Transaction Document,
subject to (i) Additional Charges for unplanned growth beyond the specified
Baselines as described in Schedule J, or (ii) increased Annual Services
Charges for planned growth beyond the specified Baseline pursuant to
Schedule J, or (iii) increased Annual Services Charges for New Services
subject to Section 3.12 of the Master Agreement if Certegy's request
requires resources not covered by a then-current Baseline, or (iv) some
combination of (i) through (iii) above. IBM retains all right, title and
interest in and to all IBM equipment, subject to Section 12 of the Master
Agreement with respect to Certegy's rights upon termination or expiration
of the Transaction Document. IBM shall take commercially reasonable actions
to efficiently use resources that will be chargeable to Certegy under the
Transaction Document including, but not limited to:
- making schedule adjustments (consistent with Certegy's priorities
and schedules for the Services and IBM's obligations with respect
to the Services;
- delaying the performance of noncritical functions within
established limits; and
- tuning or optimizing the systems used to perform the Services.
- Training and Technical Documentation
- IBM will:
- provide training on the initial Systems Software platform,
processes and hardware functionality for designated Certegy
personnel (train-the-trainer);
- provide training as required, for Certegy designated
personnel (train-the-trainer) on new Systems Software,
processes and hardware functionality installed during the
term of the Transaction Document; and
- provide a copy of the technical documentation for the
existing and new Systems Software licensed to IBM.
- Certegy will:
- provide initial training on the initial Applications
Software for designated IBM personnel (train-the-trainer);
- provide initial training, as required, for IBM designated
personnel (train- the trainer) on new Applications Software
installed during the term of the Transaction Document;
- provide a copy of the technical documentation supporting the
existing and new Applications Software and third party
Systems Software licensed to Certegy; and
- provide the training on the processes for the applicable
business units.
- General Support Services
- Equipment Maintenance
IBM will provide and/or coordinate maintenance Services for the
equipment as specified in the Transaction Document and its Schedules.
- Consolidation and Relocation Services
IBM will install, rearrange and relocate the Mainframe Tower equipment
in the Data Center as IBM deems necessary in order to perform the
Services and in such a manner so as to minimize service level impact
to end users.
- Finance and Accounting Functions
IBM will, as requested or as necessary or required to provide the
Services, negotiate lease, license agreements, and vendor contracts.
- Reports
IBM shall provide Certegy with reports that, at a minimum, will
include those set forth below. Where possible and economically
feasible, using software and resources being used to provide the
Services, IBM shall provide Certegy with the capability to down-load
data base information and create Certegy's own reports. During the
initial six months following the Execution Date of the Transaction
Document the Parties shall agree on the format and contents of such
reports as well as additional reports requested by Certegy:
- a daily morning report as agreed upon by the Parties;
- a monthly performance report documenting IBM's performance
with respect to the Performance Standards and Minimum
Service Levels;
- a monthly, rolling quarterly look-ahead schedule for ongoing
and planned Data Center changes. The status of Data Center
changes will be monitored and tracked against the applicable
schedule;
- a monthly change report setting forth a record of all
changes performed during the previous month;
- a monthly report describing Certegy's utilization of each
particular type of Resource Unit during such month, and
comparing such utilization to the then applicable Baseline
for each Resource Unit; and
- IBM will provide Certegy with such documentation and other
information as may be reasonably requested by Certegy in
order to verify the accuracy of the reports specified above.
- Supplies Specifications
IBM will provide Certegy the technical and quality specifications for
and inventory quantities of the supplies, if any, required by IBM to
perform the Services.
- Technology
IBM and Certegy will assist the IPT in the review of vendor proposals
affecting IBM's ability to provide the Services to ensure existing and
future systems' compatibility with changing industry standards. IBM
will advise the IPT regarding new data processing technologies as
appropriate.
- Vendor Liaison and Industry Contacts
IBM will establish and maintain contact with vendors providing
information technology services or products to Certegy and apprise the
IPT of the latest technological developments.
- Service Review Meetings
IBM will participate in service review meetings with vendors and
service providers who provide services relating to the Master
Agreement, as reasonably requested by Certegy.
- IBM and Certegy Meetings
The Parties will mutually determine an appropriate set of periodic
meetings to be held between representatives of Certegy and IBM. At a
minimum, these meetings will include the following:
- a daily meeting among operational personnel to discuss
ongoing issues relating generally to daily performance and
planned or anticipated activities and changes;
- a monthly management meeting to review the performance
report, the project schedule report, the changes report, and
such other matters as appropriate; and
- a quarterly senior management meeting to review relevant
contract and performance issues.
Except for Section 3.0 n.10.(a) above, meetings will have a
published agenda agreed upon by Certegy and IBM sufficiently in
advance of the meeting to allow meeting participants a reasonable
opportunity to prepare for the meeting.
- Software Currency
The Parties agree to maintain reasonable currency for releases and Versions
of Software, unless otherwise mutually agreed. For purposes of this
Section, reasonable currency shall mean that the new release or Version is
installed not later than 12 months after the date the licensor makes such
release or Version commercially available.
In the event either Party requests the other Party to delay upgrading of
specific Software beyond the 12 month period or requires operation and
maintenance of multiple Versions of Software, the other Party shall do so,
provided, that if such Party:
- is prevented from taking economic or performance advantage of
technological advancements in the industry; or
- incurs additional costs (e.g., software support costs due to
withdrawal of maintenance by the licensor, multiple Version
charges, etc.);
then, the requesting Party will either update the Software to the current level
or reimburse the other Party for any reasonable increased costs incurred
pursuant to the above.
In addition, in the case where Certegy is the requesting Party, Certegy shall
relieve IBM from any negative impact on related Performance Standards and
Minimum Service Levels as set forth in Schedule S, to the extent the down-level
Software is the cause of such negative impact, until such time as the affected
Software is deemed current.
- Certegy Responsibilities
- Applications Software
During the term of the Transaction Document, Certegy will be
responsible for selecting, or defining requirements for, all
Applications Software and all software which executes on End User
Machines. IBM agrees to use any Applications Software selected by
Certegy, subject to the provisions of Section 3.12 of the Master
Agreement. If new Systems Software is required to support Certegy's
new Applications Software, IBM will be compensated for maintenance,
support and all license and related charges, if any, associated with
the new System Software. Certegy will also retain responsibility for
maintenance, support and all license and related charges for all
Applications Software.
Certegy shall audit, control and approve all new Applications Software
prior to its promotion into production and provide the information
necessary to operate any new or enhanced Applications Software
sufficiently in advance of installation into the production
environment to allow IBM a smooth implementation.
- Support Services
As between the Parties, Certegy's responsibilities shall be to:
- perform its responsibilities in accordance with the
Procedures Manual, the Master Agreement, the Transaction
Document and this Schedule E;
- provide to IBM, to the extent not otherwise sold, assigned
or licensed to IBM, for the purposes of meeting its
obligations under this Master Agreement, full access to, and
use of, equipment and software on the terms and conditions
set forth in this Master Agreement;
- provide data, data entry, and data base management and
coordinate such activities with IBM's systems design and
production functions as described in the Master Agreement,
the Transaction Document and this Schedule E;
- designate and document application information requirements,
including report design and content, frequency of reports,
and accessibility to information;
- provide support to Authorized Users for questions and
problems related to Applications Software and Certegy's
operations procedures, as referred by the IBM Help Desk;
- provide personnel and equipment to reasonably ensure the
physical security of the Certegy Facilities;
- be responsible for creation and administration of user
access and password management and security programs as
described in Schedule L, the Transaction Document and the
Procedures Manual;
- provide all preprinted forms, print paper and expendable or
consumable supplies required by IBM to perform the Services;
- be responsible for Certegy tape media additions and
replacements above $_________ in any year of the Transaction
Document;
- provide all paper forms and supplies required by Authorized
Users;
- be responsible for management, operations, maintenance and
support for equipment currently managed or supported outside
the Certegy In-Scope Operations;
- be responsible for business recovery services for such other
applications for which Certegy might wish to provide 48 hour
recovery other than those for which Disaster Recovery
Services are to be provided by IBM pursuant to Schedule G of
the Transaction Document;
- be responsible for operations, maintenance and support for
Certegy retained equipment and software, to the extent such
activities are outside the Certegy In-Scope Operations;
- perform all mail, messenger, postage, courier and print
distribution services for Certegy users; and
- perform such other Certegy activities and functions as are
described in the Master Agreement.
- - MEASURES OF UTILIZATION
Starting at the Execution Date of the Transaction Document and monthly
thereafter, using the processes AND procedures described in the Procedures
Manual, IBM will measure, track and report usage of Resource Units in the
following categories.
For purposes of this Schedule E, the Master Agreement, the Transaction Document
and its other Schedules, "Systems Overhead" shall mean, but not be limited to,
Resource Units:
- used to measure resource usage;
- used by IBM to perform IBM billing functions;
- used for IBM test environment;
- used to perform IBM jobs;
- used for capacity planning studies; and
- attributable to reruns which are due to the fault of IBM.
- Host CPU Utilization
- Resource usage in this category will be measured as the aggregate
number of host CPU application minutes (normalized to and quoted
in terms of equivalent ES900O-720 single image, single processor
minutes) utilized by IBM during the applicable measurement period
to run Applications Software including, but not limited to:
- application minutes;
- customer ID usage;
- all minutes associated with data base management system and
transaction system address spaces (e.g., CICS, ROSCOE, DB2);
- application driven backup minutes; and
- application development and maintenance minutes.
- Certegy's resource usage will not include RUs necessary to
perform Systems Overhead or system level work, such as:
(a) CPU outage or unavailability;
- CPU wait time;
- CPU uncaptured time;
- IBM system operations, support and administrative personnel
usage;
- IBM caused lost batch time; and
- the following system services where controlled by IBM,
including products with different names providing equivalent
function;
- basic operating system components (JES, LLA, VLF, GRS,
MSTJCL, IEESYSAS, TRACE, RASP, XCFAS, DUMPSRV, CONSOLE,
ALLOCAS, CATALOG, MOUNT, IOSAS, PCAUTH, TSO, SAR,
etc.),
- IBM system performance monitor, capacity management and
billing data collection tools (SMF, RMF, OMEGAMON, SLR,
DCOLLECT. EREP, MICS, etc.),
- IBM system operation and support tools (SMP/E, JOB
SCHEDULER, RERUN MANAGER, CONSOLE MANAGEMENT, INFOMGMT,
etc.),
- IBM host-based network operations, support, access
methods, and standard system print drivers (VTAM, TCAM,
BTAM, NETVIEW, NPM, JES328X, VPS, TCP/IP, PSF, etc.),
- IBM system-managed storage tools (DFSMS, ICKDSF, TAPE
MANAGER, etc.).
- There will be two monthly Baselines established for host CPU
utilization, one for Prime Time and one for Non-Prime Time.
- Host CPU utilization will be measured during Prime Time and
Non-Prime Time hours and will include all components of host CPU
time logged via System Management Facilities (SMF) Type 30 or
other mutually agreeable substitute.
- One CPU minute equals one RU. Resource usage for host CPU will be
rounded to the nearest whole minute for purposes of measurement,
tracking, reporting and calculating Additional Charges for
unplanned usage.
The host CPU Baselines set forth in the Supplement reflect the
agreed-upon quantity of host CPU Resource Units including any growth
factors and/or seasonal adjustments.
- Allocated DASD
- Resource usage for this category will be measured as the number
of application gigabytes (GBs) of DASD allocated by or to
Applications Software and Authorized Users during the applicable
measurement period. The following volume prefixes will be
calculated at 75% occupancy: ACRO; DB2; ONL; SAF; L90; PRJ; and
CFO. The remaining measurement will be at an application dataset
level. DASD allocation will be measured using the DCOLLECT and
MICS facilities or other mutually agreeable substitutes.
- Allocated DASD will include but not be limited to:
- application space;
- Certegy employee space;
- temporary data sets;
- HSM migration level 1 DASD space;
- application recovery logs/data sets; and
- application development and maintenance space.
- Allocated DASD will exclude Systems Overhead such as:
- spare volumes;
- unallocated or free space;
- system product libraries;
- catalogs;
- HSM control data sets, PARMLIB, DASD used for
technology migration;
- SORT and WORK (pools used for system temporary data
sets);
- CTP;
- system space (page and swap space, spool space, system
parameter and control data sets, error analysis space,
etc.); and
- IBM controlled system operation, support and
administration data sets (scheduler, InfoMgmt, system
maintenance and error analysis, DLIBS, console logs,
contract measurement and billing, system monitors,
system service machine space, etc.).
- One GB equals one RU. Resource usage for Allocated DASD will be
measured in partial RUs for purposes of measurement, tracking,
and reporting and calculating Additional Charges for unplanned
usage.
The allocated DASD Baselines set forth in the Supplement reflect the
agreed-upon quantity of allocated DASD Resource Units including any
growth factors and/or seasonal adjustments.
- Print Utilization
- Resource usage for this category will be measured as the
aggregate number of lines of printed output, measured in
thousands of lines of print (KLOPs), produced by IBM for Certegy
during the applicable measurement period. Print utilization will
be measured using the SMF/RMF and MICS facilities or other
mutually agreeable substitutes.
- One KLOP equal one RU.
The print utilization Baselines set forth in the Supplement reflect
the agreed-upon quantity of print utilization Resource Units including
any growth factors and/or seasonal adjustments.
- Tape
- Tape Mounts
Resource usage for this category will be measured as the number of
application mounts produced by IBM for Certegy during the applicable
measurement period. One application mount equals one RU.
- Tape Volume
Resource usage for this category will be measured as the number of
application tapes in the tape library during the applicable
measurement period. One application tape equals one RU.
- Off-site storage
Resource usage for this category will be measured as the number of
storage slots filled in the off-site storage facility during the
applicable measurement period. One storage slot filled equals one RU.
Tape utilization will be measured using the MICS facility or other
mutually agreeable substitute.
The tape utilization Baselines set forth in the Supplement reflect the
agreed-upon quantity of tape utilization Resource Units including any
growth factors and/or seasonal adjustments.
EXHIBIT E-1
MAINFRAME TOWER
SERVICES RESPONSIBILITIES MATRIX
P = PRIMARY S = SECONDARY
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
OPERATIONS
Operate console
TAPE MANAGEMENT
Provide requirements for tape processing
Select tape hardware per requirements
Select tape media per requirements
Mount tapes
Define tape retention policies
Implement tape retention policies
Determine new tape ranges
Update/maintain blank tape inventory
Provide requirements for physical tape storage
Implement physical tape storage methodology
Perform audit (processes, controls, etc.) of tape library
Set tapes to scratch status
Define requirements for printing tape headers
Print tape headers
Provide input to measurements
Provide measurements
Tape shipping
- - Define requirements for shipping tapes
- - Ship tapes per requirements
- - Sign tapes in/out of tape library
Tape library management
- - Define requirements for tape management system
- - Determine tape management system
- - Install/maintain tape management system
- - Add new tape/volser ranges to library system
Vaulting
- - Define tape vaulting requirements
- - Implement tape vaulting requirements
- - Determine tape vaulting company
- - Ship/receive tapes to/from vault
Inventory tracking
- - Inventory tapes from new business source
- - Determine/implement tape inventory tracking program
- - Perform inventory of all accounts annually
PRINT MANAGEMENT
Print forms
Ensure quality of print
Maintain authorized printers
Staff and manage Data Center print room
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
Develop laser forms
Provide input to measurements
Provide measurements
Supplies
- - Track/maintain/order paper
- - Track/maintain/order printer supplies (toner, fuser oil, etc.)
- - Provide requirements for special forms, labels
- - Track/maintain/order special forms, labels
Courier
- - Provide requirements for courier deliveries
- - Determine courier deliveries
- - Determine provider of courier services
- - Manage courier services
- - Deliver print to specified drop points in Building 1 and 2
- - Deliver print to remaining drop points
Certegy local/remote printing (other than the Data Center print room)
- - Maintain local/remote printers
- - Operate local/remote printers
- - Support local/remote printers (relocation, Cabling, installation, etc.)
- - Provide all supplies for local/remote printers
Check printing
- - Order/maintain check supplies
- - Forms processing of checks
- - Print checks
Software/Tools
- - SAR system support
- - SAR distribution table updates
- - Xpress Delivery system support
- - Xpress Delivery table updates
Microfiche
- - Process microfiche
SYSTEM MANAGEMENT AND CONTROL
File backup/recovery (Recovery Management)
Document operations procedures
Job accounting statistics
Hardware planning and Installation
- - Technology input
- - Hardware selection
- - Hardware facilities requirements
Capacity Management
- - Define and maintain process documents (SMC)
- - Define application plans and requirements
- - Capacity Monitoring
- - Billing data
Performance Management
- - Define Performance Standards and Minimum Service Level requirements
- - Define and maintain process document (SMC)
- - Document Performance Standards and Minimum Service Level agreements
- - Measure and analyze performance
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
- - Implement improvement programs
- - Provide monthly reports
Change Management
- - Define and maintain process document (SMC)
- - Provide change requirements for application installs and upgrades
- - Provide change requirements for Systems Software
- - Conduct change control meeting
- - Promote changes to production
- - Report on system change success
- - Close change records assigned to Certegy
- - Close change records assigned to IBM
Executive reporting for system performance
Problem Management
- - Define and maintain process document (SMC)
- - Record production problems
- - Distribute problem records to support groups for resolution
- - Provide input on problem records
- - Track production problems through resolution
- - Close records assigned to Certegy
- - Close records assigned to IBM
- - Perform root cause analysis for Application problems causing an unscheduled outage
- - Perform root cause analysis for non-Application problems causing an unscheduled outage
- - Report on change success
System security (i.e., CICS, TSO)
- - Administration
- - Execution
IBM System Control Program installation & maintenance
Third party System Control Program installation/maintenance
System monitoring (Mainframe, CICS, IMS, etc.)
Performance tuning
- - Systems
- - Applications
Provide Input and assist troubleshooting/problem resolution
Troubleshooting/problem resolution
Application programmer technical assistance per Section 3.0.k.5.(b)
Application programmer usage assistance
Provide input on Systems backup/recovery requirements
Systems backup/recovery procedures
Systems backup/recovery job execution
VTAM/NCP installation
Performance and utilization monitoring
- - Establish performance criteria
- - Implement improvement programs
- - Measure and analyze performance
- - Performance reporting
New technology/product research (New Projects/New Services)
- - Systems technology input/review
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
- - Systems technology selection
- - Technology implementation
New technology/product research (existing scope)
- - Technology input
- - Technology review
- - Technology selection
- - Technology implementation
Consulting for product/systems selection
DATA BASE ADMINISTRATION
Data modeling
Logical database design
DBMS (Data Base Management System) maintenance
Physical database design
Physical database review/support
Provide input/assistance to DBA
User access (views, copy members)
Security (DBMS)
DBMS capacity planning
DBMS performance management
Input into DBMS capacity/performance management
DBMS performance utilization tracking
Assist in DBMS performance analysis
Training/application development assistance
DBMS Backup/recovery procedures
Execute backup/recovery jobs
Database troubleshooting/resolution
Assist and provide input for database troubles hooting/problem resolution
Fourth Generation Language maintenance support (i.e., QMF, CSP, etc.)
FAILURE RECOVERY
Data Center/Data Network Machines failure
IBM Systems Software FAILURE
Third party Systems Software failure
Applications Software failure
End User Machine failure
Provide space requirements
Physical design
Capacity planning
Performance management
Performance utilization tracking
Backup/recovery procedures
Troubleshooting/resolution
PRODUCTION CONTROL
Scheduling Software
- - Install/update changes
- - Scheduler testing/support
- - Build scheduler plans
- - Execute production jobs
Production Scheduling
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
- - Input to JCL standards
- - Develop/maintain JCL standards
- - Review JCL for standards compliance
- - Code and test JCL
- - Document job flow/job streams
- - Document job restart/rerun
- - Document job prerequisites, priorities and dependencies
- - Maintain scheduling manual in production control
Promote production code
Parameter card input
Parameter card update - Certegy managed
Parameter card update - IBM managed
Certegy calendar/scheduler input
Scheduling calendar
Batch test schedule
- - Define/develop test requirements
- - Execute test
Batch/Online production schedule (centralized/IBM managed)
- - Provide scheduler input (production job requirements)
- - Scheduler updates
- - Provide input on scheduling conflicts
- - Resolve scheduling conflicts
- - Execution
- - Production checks and balances process
- - Report balancing
Batch/online production schedule (decentralized/Certegy managed)
- - Provide scheduler input
- - Scheduler updates
- - Execution
- - Production checks and balances process
- - Report balancing
Job execution
- - Monitor production job execution
- - Address/escalate batch failures
Application systems installation
- - Acceptance testing
- - Verification/approval process
- - Promote to production
Report distribution software
- - Install/maintain/support package
- - Level 2 problem determination
- - Define reports and distribution requirements
EXHIBIT E-2
MAINFRAME TOWER
FINANCIAL RESPONSIBILITIES MATRIX
MAINFRAME TOWER - FINANCIAL
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
ANNUAL SERVICES CHARGE
ADDITIONAL CHARGES (SUBJECT TO BASELINES AND RATES AS SET FORTH IN THE SUPPLEMENT)
COLA CHARGES
COLA CREDITS
TERMINATION CHARGE
TAXES
Personal property/use
- - Certegy Provided Hardware
- - IBM Machines
- - Application Software
- - Systems Software
- Applicable to periods prior to the Execution Date of the Transaction Document
- Applicable to periods on or after the Execution Date of the Transaction Document
Real estate taxes
- - IBM owned/leased property
- - Certegy owned/leased property
Future taxes on provision of Services/New Services (sales, use, excise or services)
DATA CENTER
Machines
- - Leases (on or after the Execution Date of the Transaction Document as specified in
Schedule F)
- - Operations
- - Maintenance
- - Upgrades
- - Replacements
Systems Software
- - Licenses (on or after the Execution Date of the Transaction Documents as specified in Schedule F)
- - Operations
- - Development
- - Maintenance
- - Replacements
APPLICATIONS SOFTWARE
Procure packages
Licenses
Operations
Replacements
PRINT
Creation
Distribution costs) beyond drop locations specified in this Schedule E)
Filing/storage - Applications output
Filing/storage - Systems output
MAINFRAME TOWER - FINANCIAL
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
TAPE
Purchase Certegy tape media requirements up to $____ annually
Purchase Certegy tape media requirements over $____ annually
DISASTER RECOVERY
Up to Configuration (as specified in Schedule G)
Above specified Configuration
Certegy declares the Disaster or preemptive action - Recovery Center daily
usage fees for Disaster
Recovery Services in the event of an actual Disaster or associated with a
preemptive action as set forth in Sections 4.0.c and 4.0.e of Schedule G
IBM declares the Disaster or preemptive action - Recovery Center daily usage
fees for Disaster
Recovery Services in the event of an actual disaster or associated with a
preemptive action as set forth in Sections 4.0.c and 4.0.e of Schedule G
MISCELLANEOUS CHARGES
Required Consents
- - Administration
- - Associated charges/fees (excluding charges/fees related to IBM's rights to access/operate
Systems Software)
- - Charges/fees related to IBM's right to access/operate Systems Software
Services Transition Assistance (Schedule R)
Contracts (on or after the Execution Date of the Transaction Document as specified in
Schedule F)
Facilities (occupancy, maintenance, security, etc.) - IBM locations
Facilities (occupancy, maintenance, security, etc.) - Certegy Facilities
Facilities (Security) - Certegy Facilities
Office equipment (workstations, furniture, telephones, FAX, etc.) - IBM locations
Office equipment (workstations, furniture, telephones, FAX, etc.) - Certegy Facilities
Mail room, postage, messenger, courier (IBM internal)
Mail room, postage, messenger, courier (Certegy internal)
Data Center Machine supplies
Printed forms and printer paper
IBM personnel office supplies
Certegy personnel office supplier
SCHEDULE F OF
TRANSACTION DOCUMENT*________
MAINFRAME TOWER
LEASES, LICENSES AND OTHER CONTRACTS
SECTION F-1 - LEASES FOR MAINFRAME TOWER
- --------------------------------------------------------------------------
IBM RESPONSIBILITIES
ITEM ---------------------------------------
NBR VENDOR NAME DESCRIPTION FINANCIAL MANAGEMENT ADMINISTRATIVE
- ---- ----------- ----------- --------- ---------- --------------
SECTION F-1 OF SCHEDULE F LISTS THE MAINFRAME TOWER LEASES FOR WHICH IBM
IS ASSUMING FINANCIAL, MANAGEMENT AND/OR ADMINISTRATIVE RESPONSIBILITY AS
ATTORNEY IN FACT FOR CERTEGY.
SECTION F-2 - LICENSES FOR MAINFRAME TOWER
- --------------------------------------------------------------------------
IBM RESPONSIBILITIES
ITEM SOFTWARE ---------------------------------------
NBR VENDOR NAME DESCRIPTION FINANCIAL MANAGEMENT ADMINISTRATIVE
- ---- ----------- ----------- --------- ---------- --------------
SECTION F-2 OF SCHEDULE F LISTS THE SOFTWARE LICENSES FOR WHICH IBM IS
ASSUMING FINANCIAL, MANAGEMENT AND/OR ADMINISTRATIVE RESPONSIBILITY AS
ATTORNEY IN FACT FOR CERTEGY. THIS LISTING IS INDEPENDENT OF OTHER
SCHEDULES AND ITEMS MAY APPEAR HERE AND ALSO ON SCHEDULE A OR B.
July 7, 1988 Form for Master Agreement
Schedule F Page of
SECTION F-3 - CONTRACTS FOR MAINFRAME TOWER
- --------------------------------------------------------------------------
IBM RESPONSIBILITIES
ITEM SOFTWARE ---------------------------------------
NBR VENDOR NAME DESCRIPTION FINANCIAL MANAGEMENT ADMINISTRATIVE
- ---- ----------- ----------- --------- ---------- --------------
SECTION F-3 OF SCHEDULE F LISTS THE CONTRACTS FOR WHICH IBM IS ASSUMING
FINANCIAL, MANAGEMENT AND/OR ADMINISTRATIVE RESPONSIBILITY AS ATTORNEY IN
FACT FOR CERTEGY.
SCHEDULE G OF
TRANSACTION DOCUMENT # __________
MAINFRAME TOWER
DISASTER RECOVERY SERVICES
SECTION G-1
- - INTRODUCTION
IBM will be responsible for the provision of Disaster Recovery Services to
Certegy based on the IBM and Certegy Configurations identified in the Disaster
Recovery Plan. The Disaster Recovery scope covers the Mainframe Tower as of the
Execution Date of the Transaction Document.
It is IBM's intent to provide Disaster Recovery Services for Critical
Applications and Critical Customers at a level of performance which will allow
Certegy to restore and continue those covered functions which are vital to the
continuation of Certegy's business operations during a declared Disaster.
IBM will make commercially reasonable efforts to meet Performance Standards and
Minimum Service Levels during a Disaster declaration.
- - DEFINITIONS
All capitalized terms used and not defined in this Schedule G shall have the
same meanings given them elsewhere in the Agreement.
- "COLD SITE" means a fully constructed facility that provides all
Hot-Site physical services and utilities necessary to support
Certegy's computer environment. It does not have installed
computer hardware or network equipment.
- "CRITICAL APPLICATIONS" means the applications specified by
Certegy to support Certegy's vital business functions in the
event of a Disaster. The Critical Applications are set forth in
Section G-2.
- "CRITICAL CUSTOMERS" means the customers specified by Certegy to
support Certegy's vital business functions in the event of a
Disaster. The Critical Customers list, is set forth in the
Disaster Recovery Plan.
- "DISASTER" means any unplanned interruption of information
processing for Certegy, due to causes beyond the control of
Certegy or IBM, which significantly impairs the ability of IBM to
operate the Critical Applications and the Critical Customers at
the Data Center. Examples are, but not limited to:
- loss of the building to fire;
- loss of power to the facility due to tornado damage; and
July 7, 1988 Form for Master Agreement
Schedule G Page of
- inability to access the facility due to a chemical spill,
etc.
- "DISASTER RECOVERY" means the restoration, at a location other
than the Data Center, of Critical Applications and Critical
Customers following a declared Disaster.
- "DISASTER RECOVERY PLAN" means the mutually agreed upon plan for
recovering Certegy's Critical Applications and Critical Customers
necessary for continuation of the vital business processes of
Certegy.
- "CERTEGY CONFIGURATION" means the hardware and software provided
by Certegy to the Recovery Center for support of the Critical
Applications and Critical Customers during a declared Disaster,
as of the date the Disaster is declared. The Certegy
Configuration is set forth in the Disaster Recovery Plan.
- "CERTEGY DISASTER RECOVERY COORDINATOR" shall have the meaning
set forth in Section 3.0.c herein.
- "HOT-SITE" means a fully equipped data center environment which
contains the computer equipment required to support Certegy's
covered systems.
- "IBM CONFIGURATION" means the hardware and software provided by
IBM, as set forth in the Disaster Recovery Plan, designated for
support of the Critical Applications and Critical Customers
during a declared Disaster. Such IBM Configuration will be
equivalent to seventy-five (75) percent of the Data Center
capacity supporting the existing Baselines as of the date the
Disaster is declared.
- "IBM DISASTER RECOVERY COORDINATOR" shall have the meaning set
forth in Section 3.0.b.1 herein.
- "RECOVERY CENTER" means the facility from which IBM provides
Disaster Recovery Services.
- - DISASTER RECOVERY PLAN
- The Disaster Recovery Plan will include, but not be limited to,
the following:
- a brief description of the critical services and functions,
including a listing of the Critical Applications and
Critical Customers;
- the agreed upon recovery times for each Critical Application
and Critical Customer;
- the hardware and software comprising the IBM Configuration
used for Disaster Recovery;
- the hardware and software comprising the Certegy
Configuration used for Disaster Recovery;
- IBM's and Certegy's recovery responsibilities;
- contact listings of Certegy and IBM key personnel on the
recovery management team;
- identification of recovery teams;
- Disaster declaration process;
- names of those individuals who are authorized by each party
to declare a Disaster;
- backup process and components;
- the schedule for the periodic tape backup of Critical
Applications;
- the location and schedule for off-site storage of the tape
backups;
- notification procedures;
- recovery information, procedures, schedules, etc.; and
- procedures for maintaining the Disaster Recovery Plan.
IBM Responsibilities
IBM will:
- provide a representative who is knowledgeable in Disaster
Recovery planning and the Disaster Recovery Plan (the "IBM
Disaster Recovery Coordinator") to serve as a single point
of contact for Certegy's Disaster Recovery related
communications and activities. The IBM Disaster Recovery
Coordinator will be responsible for the development,
maintenance, documentation and testing of the Disaster
Recovery Plan and will ensure that the Disaster Recovery
Plan is stored in an off-site location;
- in cooperation with the IPT, review and update if necessary,
the Disaster Recovery Plan on an annual basis or as
warranted by business and/or technical changes to ensure
compatibility with Certegy's and IBM's overall Disaster
Recovery strategies and related plans;
- in cooperation with Certegy, test the Disaster Recovery Plan
annually to ensure the Disaster Recovery Plan remains
practicable and current;
- provide up to _____ hours per system per year at the
Recovery Center for testing Certegy's Disaster Recovery Plan
and provide Certegy with a detailed written status report
within 30 business days following each Disaster Recovery
test as well as recommendations and an action plan to
correct any deficiencies;
- provide system recovery to the last backup cycle available
from tapes rotated to the off-site storage location;
- provide overall project management in the event of a
Disaster or scheduled test;
- verify that problem resolution during tests is performed in
a timely manner. (Certegy may request additional test time
for an additional cost based on Recovery Center
availability);
- schedule tests at dates and times acceptable to both Certegy
and IBM; and
- work with Certegy to review and update if necessary, the
Critical Application and Critical Customer lists on a
quarterly basis and present the results to the IPT. The IPT
will resolve any financial implications that may result from
such review and update.
Certegy Responsibilities
Certegy will provide a representative who is knowledgeable in Disaster
Recovery planning and the Disaster Recovery Plan (the "Certegy Disaster
Recovery Coordinator") to serve as a single point of contact for Certegy
and who will:
- act as the primary interface to IBM's Disaster Recovery
Coordinator;
- be available on a continuous basis in the event a Disaster
is declared;
- assist IBM in the development of the Disaster Recovery Plan;
- in cooperation with IBM, test the Disaster Recovery Plan;
- provide the IBM Disaster Recovery Coordinator with Certegy's
updates to the Disaster Recovery Plan to ensure the Disaster
Recovery Plan remains current;
- work with IBM to review the Critical Applications and
Critical Customers lists on a quarterly basis; approve test
success criteria before each test; and
- coordinate the development of a Disaster Recovery Plan for
Certegy to cover those items for which Certegy has a
responsibility.
- - DATA CENTER RECOVERY
- The Hot-Site Recovery Center may be occupied for up to six (6)
weeks after IBM is afforded access to the Recovery Center After
six (6) weeks, IBM will provide space in the Cold Site for up to
six (6) months. Such space shall be adequate to install the IBM
and Certegy Configurations as set forth in the Disaster Recovery
Plan.
- In the event of an extended Disaster, IBM and Certegy wilt work
together during the first six (6) weeks following the declaration
of Disaster to develop and implement a planned move to the Cold
Site facility. Certegy will have management and financial
responsibility for providing the Certegy Configuration to the
Recovery Center, the Cold Site facility and the subsequent
permanent facility, if requested by Certegy, IBM will assist
Certegy in obtaining such equipment. IBM will have management and
financial responsibility for providing the IBM Configuration to
the Recovery Center, the Cold Site facility and the subsequent
permanent facility. During the occupation of the Cold Site
facility, the Parties will work together to develop and implement
a plan to move to the permanent facility.
- A representative of either Party may declare a Disaster. The
declaration of a Disaster and a list of the representatives
designated by IBM and Certegy as authorized to declare such
Disaster is specified in the Disaster Recovery Plan. The list of
representatives will be reviewed and updated, if necessary, on a
quarterly basis.
- In the event of a Disaster, access to the Recovery Center or
another recovery facility will be on a first-come-first-served
basis and may be shared with other subscribers also experiencing
a Disaster. Certegy will be provided priority access over:
- customers who are not Disaster Recovery Services customers;
- customers who have scheduled testing; and
- customers who subsequently notify the Recovery Center that they
have declared a Disaster.
- If, in the opinion of a Party, a Disaster is imminent and such Party
wishes to preempt other Disaster Recovery Services customers who may
chose to wait until an actual Disaster occurs, such Party may declare
a Disaster. Such declaration is still subject to the
first-come-first-served conditions in Section 4.0.d. above and a two
(2) day minimum daily usage charge will apply if the Disaster Recovery
Center is reserved and not subsequently occupied as a result of such
declaration.
- If the primary Recovery Center specified in the Disaster Recovery Plan
is not available when a Disaster is declared, Disaster Recovery
Services will be provided at another Recovery Center or at an IBM
internal information processing facility.
- Restoration of the Certegy Critical Applications will be completed as
set forth in Section G-2. Restoration of all other production
Applications identified in Schedule A and associated customers will be
completed in thirty (30) days based on the capacity of the IBM and
Certegy Configurations listed in the Disaster Recovery Plan.
Additional capacity can be provided for additional cost.
- IBM Responsibilities
In the event of a declared Disaster, IBM will:
- begin the restoration of Certegy systems within twenty-four (24)
hours after disaster declaration based on the IBM and Certegy
Configuration resources specified in the Disaster Recovery Plan
to support Certegy's Critical Applications and Critical
Customers;
- complete the restoration of Certegy's Critical Applications and
Critical Customers within ___ hours after Disaster declaration;
- deliver the data and software archived in off-site storage to the
Recovery Center designated in the Disaster Recovery Plan or at
such other location as may be established by IBM thereafter;
- restore and operate the Critical Applications on the IBM and
Certegy Configurations at the Recovery Center;
- have management and financial responsibility for providing the
IBM Configuration to the Recovery Center, the Cold Site facility
and the subsequent permanent facility;
- pay all costs associated with off-site storage, up to the current
Baseline set forth in the Supplement, during a Disaster;
- pay any Recovery Center daily usage fees in the event of an
actual Disaster or associated with a preemptive action if IBM is
the Party declaring the Disaster or preemptive action, as set
forth in Sections 4.0.c and 4.0.e of this Schedule;
- provide adequate office space at the Recovery Center for
technical support teams to conduct recovery operations (Business
Resumption space is not included in this solution); and
- pay all travel and living expenses incurred by IBM personnel in
the performance of IBM's Disaster Recovery responsibilities.
- Certegy Responsibilities
In the event of a declared Disaster, Certegy will:
- perform its Disaster Recovery responsibilities as set forth in
this Schedule G and the Disaster Recovery Plan;
- pay any Recovery Center daily usage fees in the event of an
actual Disaster or associated with a preemptive action if Certegy
is the Party declaring the Disaster or preemptive action, as set
forth in Sections 4.0.c and 4.0.e of this Schedule;
- have management and financial responsibility for providing the
Certegy Configuration to the Recovery Center, the Cold Site
facility and the subsequent permanent facility;
- furnish all supplies and storage media not included as part of
the Services;
- comply with Recovery Center procedures, including those for
safety and security;
- pay all costs associated with off-site data storage, above the
current Baseline set forth in the Supplement, during a Disaster;
- pay all travel and living expenses incurred by Certegy personnel
in the performance of Certegy's Disaster Recovery
responsibilities; and
- Certegy will be responsible for all Authorized User recovery
services, including any costs associated with connectivity and
support.
If the primary Recovery Center specified in the Disaster Recovery Plan
is not available when a Disaster is declared, Disaster Recovery
Services will be provided at another Recovery Center or at an IBM
internal information processing facility.
- - DISASTER RECOVERY PLAN TEST FAILURE
If a failure occurs in the testing of the Disaster Recovery Plan and such
failure results in the need for an additional test, all costs associated with
the additional test will be borne by the Party responsible for the failure.
- - DATA CENTER RECOVERY FAILURE
In the event that IBM exceeds its committed recovery time at the primary
Recovery Center by greater than five (5) days then, at Certegy's sole
discretion, the terms and conditions set forth in Section 3.3 of the Master
Agreement shall prevail.
- - RESOURCES AND GROWTH
The resources for Disaster Recovery Services are the capacities of the IBM and
Certegy Configurations listed in the Disaster Recovery Plan. Growth in the IBM
Configuration will be provided at a rate necessary to support Baseline
adjustments and/or the percent of growth, if any, for each affected Baseline as
set forth in Schedule E and the Supplement without an increase in the charges to
Certegy.
- - NEW SERVICES
Additional services, functions or capacity beyond that specified in this
Schedule G will be added at the request of Certegy subject to Section 3.12 of
the Master Agreement.
SECTION G-2
CRITICAL APPLICATIONS AND RECOVERY TIME FRAMES
Certegy's Critical Applications supported by the IBM and Certegy Configurations
listed in the Disaster Recovery Plan and the associated Disaster Recovery time
frames are listed below and have been included as part of the Disaster Recovery
Plan. The Disaster Recovery time frame is based on the completion of the
recovery effort after declaration of Disaster.
CRITICAL APPLICATION RECOVERY TIME FRAME
- -------------------- -------------------
SECTION G-3
RESPONSIBILITIES MATRIX
RESPONSIBILITY
--------------
DISASTER RECOVERY RESPONSIBILITIES MATRIX IBM CERTEGY
----------------------------------------- ---- -------
GENERAL
Develop requirements for Disaster Recovery
Provide overall Disaster Recovery project management
Recovery of systems and processes not covered in contract
Provide Business Resumption Services to continue Certegy operations
DISASTER RECOVERY PLANNING
Review the Critical Applications list and Critical Customers list on a quarterly basis and present
the results to the IPT
Update, if necessary, the Critical Applications list and the Critical Customer list on a quarterly
basis
Develop Disaster declaration processes and procedures
IPT will Conduct annual Disaster Recovery Plan reviews and updates
DISASTER RECOVERY PLAN MANAGEMENT
Assign an IBM Disaster Recovery Coordinator to maintain the Disaster Recovery Plan
Provide for the recovery of the Certegy Critical Applications and Critical Customers in place at the
time of a Disaster as defined in Schedule G
Assign an Certegy Disaster Recovery Coordinator and maintain plans for non-covered systems and
processes
DISASTER RECOVERY TEST
Develop annual Disaster Recovery test plan
Assist in development of annual Disaster Recovery Plan
Provide overall coordination effort for the annual recovery test
Approve test success criteria
Produce written status report of test results within 30 business days after each disaster recovery
test
Review disaster recovery test results for plan updates as appropriate
Responsible for travel expenses associated with the annual disaster recovery test (travel and
expense supplies for IBM employees).
Responsible for travel expenses associated with the annual disaster recovery test (travel and
expense supplies for Certegy employees)
Disaster Operations
Declaration of Disaster As set forth
in the
Disaster
Recovery Plan
Alert Recovery Center of Disaster situation
Begin recovery of Critical Applications and Critical Customers at the assigned Recovery Center
within 24 hours after the declaration of a Disaster
Complete recovery of the Critical Applications and Critical Customers at the assigned Recovery
Center within ___ hours after Disaster declaration
Provide use of the Recovery Center Hot-Site for up to six (6) weeks during a declared Disaster for
the covered applications and customers
Provide a Cold-Site for up to six (6) months after the IBM and Certegy Configurations are
transferred to the Cold-Site from the Hot-Site
In the event of an extended Disaster, develop and implement a plan, during the six (6) weeks
following the Disaster Declaration, to move to the Cold Site facility
In the event of an extended Disaster, assist IBM in the development and implementation of a plan,
during the six (6) weeks following the Disaster
RESPONSIBILITY
--------------
DISASTER RECOVERY RESPONSIBILITIES MATRIX IBM CERTEGY
----------------------------------------- ---- -------
Declaration, to move to the Cold Site facility
During the occupation of the Cold Site facility, develop and implement a plan to move to the
permanent facility
During the occupation of the Cold Site facility, assist IBM in the development and implementation of
a plan to move to the permanent facility
Management and financial responsibility for providing the Certegy Configuration to the Recovery
Center, the Cold Site facility and subsequent permanent facility
Management and financial responsibility for providing the IBM Configuration to the Recovery Center,
the Cold Site facility and subsequent permanent facility
Responsible for Recovery Center daily usage fees associated with an actual Disaster or preemptive
action as set forth in Sections 4.0.C and 4.0.e of this Schedule G if IBM declares the Disaster or
preemptive action
Responsible for Recovery Center daily usage fees associated with an actual Disaster or preemptive
action as set forth in Sections 4.0.C and 4.0.e of this Schedule G if Certegy declares the Disaster
or preemptive action
Responsible for travel expenses associated with Disaster Recovery operations for IBM employees
during the disaster
Responsible for travel expenses associated with Disaster Recovery operations for Certegy employees
during the disaster
Responsible for costs associated with off-site storage, up to the current Baseline set forth in the
Supplement, during a Disaster
Responsible for costs associated with off-site data storage, above the current Baseline set forth in
the Supplement, during a Disaster
SCHEDULE H OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
TRANSITION PLAN
- - INTRODUCTION
This Schedule H sets forth an outline of the activities necessary to transition
the responsibility for providing the Mainframe Tower Services from Certegy to
IBM during the Transition Period and such applicable activities will be included
in the Transition Plan. Within ____ days after the Execution Date of the
Transaction Document, a detailed Transition Plan will be drafted by a team of
the appropriate IBM personnel and Certegy Transition Personnel (the "Transition
Team"). To the extent applicable to the Services provided under the Transaction
Document, the detailed Transition Plan will be based upon the outline set forth
in Section 3.0 through Section 5.0 below and will describe:
- the goals, expectations and specific objectives of each portion of the
Transition Plan;
- the technical assumptions and dependencies inherent in the Transition
Plan;
- all variances between Certegy Facilities (i.e., exceptions to the
operating environment(s) set forth in Schedule K, unique transition
requirements, etc.); and
- the timeliness, activity dates and people responsible for individual
tasks throughout the Transition Period,
The Transition Plan will be the control mechanism for determining transition
responsibilities and it will contain descriptions and schedules for the required
tasks. The focus of the Transition Plan activities is to ensure that the
Services transfer smoothly to IBM with minimal disruption to Certegy operations.
Upon completion of the detailed Transition Plan, the Transition Team will meet
weekly, or as otherwise mutually agreed, and will review and update the
Transition Plan to reflect changes such as revisions to schedules, resource
requirements, dependencies, and priorities and it will summarize the progress on
Transition Plan activities to date.
- - DEFINITIONS
All capitalized terms used and not defined in this Schedule H shall have the
same meanings given them elsewhere in the Agreement.
- "TRANSITION MANAGER(S)" shall have the meaning set forth in Section
3.0.b.1 herein.
- "TRANSITION TEAM" shall have the meaning set forth in Section 1.0
herein.
- - TRANSITION OVERVIEW
- Transition Objectives
The transition objectives include:
- minimizing disruptions to Certegy's business activity and
Authorized Users during the Transition Period;
- implementing the IBM system management control (SMC)
disciplines, as described in Schedule E, in the Certegy operating
environment to maintain a controlled environment and to provide
the agreed upon levels of service to Certegy;
- providing status updates and information to Certegy management,
designated Authorized Users and the Transition Team;
- defining the level of IBM's required assistance or participation
in any Certegy Projects related to the Mainframe Tower Services
already underway or planned, as set forth in Schedule N;
- implementing a single-point-of-contact (SPOC) help desk to
receive problem calls and requests for Services;
- developing the Procedures Manual, including establishing
processes and procedures that will focus on quality and customer
satisfaction;
- establishing interfaces between IBM and key Certegy business
units and service organizations;
- implementing processes and procedures which wilt assist IBM in
meeting the Performance Standards and Minimum Service Levels set
forth in Schedule S;
July 7, 1988 Form for Master Agreement
Schedule H Page of
- establishing Performance Standards and Minimum Service Levels for
defined Services and the metrics to be used for measuring
Performance Standard and Minimum Service Level attainment in each
of the specified categories; and
- implementing processes and procedures which will assist IBM in
meeting the Performance Standards and Minimum Service Levels set
forth in Schedule S.
- Transition Methodology
IBM's transition methodology provides that:
- Each Party will appoint an individual who will be responsible for
overseeing the completion of such Party's Transition Plan
responsibilities and coordinating activities with the other Party
(the "Transition Manager(s)"). The IBM Transition Manager will
work closely with the Certegy Transition Manager to ensure that
all Transition Plan activities are completed according to the
agreed upon schedule and process(es). The Transition Managers
will meet regularly to review the status of the Transition Plan
activities and to resolve any issues.
- Transition Team members will be assigned specific tasks to be
accomplished within the time frames set forth in the Transition
Plan. Required coordination will take place through the
transition meetings chaired by the Transition Managers. The
Transition Managers will determine the frequency and location of
all necessary meetings. At a minimum, there will be a monthly
meeting with Certegy and IBM management to review the status of
the transition.
- Because of the importance of the transition and the need to
expedite all activity, it will be the responsibility of each
Transition Team member to bring issues, concerns and comments to
the attention of the Transition Managers at the scheduled
meetings or as necessary. The plan for resolving these issues,
including the identification of the responsible team member(s)
and the scheduled date(s) for resolution, will be agreed upon at
these meetings.
- Any item(s) that could impede the successful, timely completion
of the Transition Plan tasks will be classified as issues,
problems or exposures and each should be included (with a related
action plan for resolution) in updates to the Transition Plan
under the sections for individual Task Plans and Alert and
Concerns.
- - General Roles and Responsibilities
- IBM Responsibilities
IBM, with Certegy's cooperation, is responsible for the development and
implementation of the Transition Plan. Responsibilities include
establishing a transition project office, management of, at a minimum,
monthly transition status meetings and the tracking of all tasks. IBM will
provide regular updates to Certegy management describing the following:
- activities scheduled during the current reporting period;
- activities planned for the next reporting period;
- change control activity:
- cumulative,
- approved,
- rejected,
- in-progress, and
- concerns/recommendations.
- Certegy Responsibilities
Certegy will be required to assign Transition Personnel to the Transition
Team to assist IBM in the development and implementation of the Transition
Plan. Certegy will provide the required resources necessary to perform its
Transition Plan responsibilities, including:
- providing the appropriate Transition Personnel to jointly develop
with IBM, individual Transition Plan chapters and identify the
tasks needed to complete each major Service area transition;
- providing representation and input from the Authorized User
organizations who will be required to assist in defining the
criteria for the operations transition
portions of the Transition Plan to facilitate the migration of
Certegy's application processing functions to IBM;
- providing IBM personnel with access to the Facilities and systems
affected as a result of the transition;
- providing current, detailed data on Facilities, hardware/software
configurations and inventory data related to the transition;
- identifying all current and future known projects which are not
addressed in the Transition Plan; and
- providing, to the extent available, all required documentation
related to the transition (i.e., third-party services, existing
processes and procedures, systems documentation, etc.).
- - Transition Plan
The Transition Plan will include the detailed activities as well as each
Parties' respective responsibilities related to the migration from Certegy
to IBM of each of the following major Service areas:
- Personnel Transition Plan
This section of the Transition Plan will describe the tasks necessary to
ensure the smooth transfer of the Affected Employees accepting employment
with IBM or its subcontractors. The Parties will up-date the Personnel
Transition Plan, as appropriate, during the _____ day period following the
Execution Date of the Transaction Document. The major objectives of the
Personnel Transition Plan include:
- timely communication to the Affected Employees on employment
status and IBM's employment process;
- maintaining employee morale during the Transition Period; and
- providing appropriate employee orientation to, and required
training for, the new environment to the Affected Employees who
accept employment with IBM or its subcontractors.
- Processing Services Transition Plan
This section of the Transition Plan will describe the tasks necessary to
migrate the processing operations and the associated technical support to
IBM at the designated Data Center. This section will also describe the
process and procedures that will be used by the Parties to transfer
delivery of processing Services from Certegy to IBM. The major objectives
of this section of the Transition Plan include:
- maintaining business-as-usual processing services at each
Facility. Business-as-usual services will remain in effect from
the Execution Date of the Transaction Document until the
migration to the operating environment(s) set forth in Schedule K
is completed;
- documenting the Machines and Software components comprising the
operating environment(s);
- documenting the operations procedures (i.e., processing
schedules, recovery procedures, Performance Standards and Minimum
Service Levels, etc.);
- documenting in-progress or planned Projects affecting the
processing Services;
- recommending hardware and/or software consolidation and executing
a consolidation plan, if applicable;
- defining any additional hardware and/or software requirements;
- establishing interfaces to key Certegy suppliers/vendors, as
required by IBM to provide the Services;
- understanding Certegy's existing operating environment processes
and integrating any new processes required to support the
Services; and
- establishing the SMC procedures which will be used to manage
Certegy's operating environment(s).
- AD/M Services Transition Plan
This section of the Transition Plan will describe the tasks necessary to
migrate the development and maintenance responsibilities included in the
AD/M Services from
Certegy to IBM. This section of the Transition Plan will also describe the
process and procedures that will be used by the Parties to transfer
delivery of AD/M Services from Certegy to IBM. The major objectives of this
section of the Transition Plan include:
- developing a functional organization to properly support the AD/M
work to be transferred from Certegy to IBM;
- analyzing the applications (by business unit) to determine
resource availability and requirements;
- implementing the necessary processes and procedures to effect
good process management and control;
- implementing consistent methodologies and processes for all
Certegy business units;
- implementing a common set of AD/M metrics that can be used across
all Certegy business unit support groups;
- establishing an AD/M project office with responsibility for:
- reviewing and developing an AD/M organization structure to
support the new Services environment,
- initiating a resource administration plan,
- managing resources, including:
- reviewing application projects by business unit,
- evaluating open AD/M project backlog,
- evaluating planned AD/M projects,
- determining skills requirements,
- reconciling resource estimates with resource
availability,
- reviewing existing third party services agreements, and
- providing/obtaining staffing required to support
projects,
- evaluating and implementing methodologies and tools,
including:
- a standard AD/M methodology,
- a standard AD/M project management methodology, and
- standard support tools, as appropriate;
- establishing measurements, including:
- reviewing and evaluating existing metrics,
- developing a function point process model that
correlates with development scenarios,
- developing and implementing standard project status
reports, and
- evaluating and implementing appropriate quality control
processes and measurements.
SCHEDULE K OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
APPLICATIONS INSTALLATION STANDARDS (OPERATING ENVIRONMENT IT STANDARDS)
- - INTRODUCTION
This Schedule K defines the mutually agreed to operating environment standards
as of the Execution Date of the Transaction Document (Machines and Software)
which IBM will support during the term of the Transaction Document. Certegy
retains financial responsibility to ensure all Software is deemed current in
accordance with Section 3.0.o of Schedule E of Transaction Document #_________
as of the Execution Date of the Transaction Document.
- - APPLICATIONS SOFTWARE INSTALLATION STANDARDS
Certegy agrees that Applications Software provided to IBM for execution will
meet the following requirements:
- Programs will be fully tested for compatibility and adherence to
mutually recognized Applications installation standards prior to
responsibility transfer to IBM;
- Back out and recovery procedures will require full documentation;
and
- Programs will adhere to the mutually agreed;
- File allocation and naming conventions;
- Sysout class;
- Job execution class;
- Forms standards;
- Accounting fields; and
- Job name standards.
July 7, 1988 Form for Master Agreement
Schedule K Page of
- - OPERATING ENVIRONMENT
The column on the left identifies the operating environment as of the Execution
Date of the Transaction Document.
MVS
- --------------------------------------------------------------------------------
OPERATING ENVIRONMENT CURRENT
- ------------------------------------------ -----------------------------------
Operating System
Job Entry System
Security
Transaction Processing
Storage Management
Problem/Change Management
Performance Management
Analysis/Reporting
REMOTE OPERATIONS
- - On-line Viewing (Development)
- - On-line Viewing (Production)
Scheduling
Restart/Rerun
OUTPUT PROCESSING
- - Network Software
- - Compiler
- - Interactive Development
HARDWARE: Mainframe systems and peripheral devices will be compatible with the
IBM System/390 architecture.
SCHEDULE L OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
SECURITY PROCEDURES AND RESPONSIBILITIES - DATA AND PHYSICAL
- - INTRODUCTION
IBM will provide security controls which are consistent with controls that are
in place at Certegy as of the Execution Date of the Transaction Document. During
the Transition Period, IBM will work with Certegy to develop the Security
section of the Procedures Manual which will define mutually agreeable security
controls which will be implemented at Certegy.
- - SECURITY MANAGEMENT
- IBM will:
- in conjunction with Certegy, review security policies and
procedures for effectiveness and recommend improvements;
- maintain and update the security section of the Procedures
Manual when necessary; and
- notify Certegy immediately on IBM personnel changes that
require removal or change in access.
- Certegy will:
- provide IBM with Certegy's most recent security standards
and practices, including updates as they occur; and
- in conjunction with IBM, review security policies and
procedures for effectiveness and recommend improvements.
- - PHYSICAL SECURITY
- IBM will:
- implement controls which protect printed output from
unauthorized access while under IBM's control; and
- provide secure storage for portable storage media including,
but not limited to, tapes and disk packs under IBM's
control.
- Certegy will:
- provide physical security controls at the _____________
Site:
- providing administrative and technical support;
- providing badge distribution, alarm monitoring and
response;
- conduct drills (fire, tornado, etc.); and
- providing emergency response (fire, medical, first
aid).
- provide IBM periodic and reasonable access to the hard copy
access log reports for the badge reading devices;
- protect infrastructure devices at the ___________ Site from
unauthorized access (e.g. security system server, wiring
closets); and
- be responsible for the authorization of access control for
all badge reading devices for the ____________ Site.
- - LOGICAL SECURITY
- IBM will:
- keep abreast of the latest concepts and techniques
associated with system and data access control and share
them with Certegy's Systems Security Department upon
request;
- reset password at the Help Desk and forward calls for other
user access assistance to Certegy's Systems Security
Department personnel;
- authorize system access to IBM employees and IBM sponsored
vendors and contractors only to the extent necessary to
perform activities required by the Master Agreement, the
Transaction Document and its Schedules;
- cooperate with Certegy in Certegy's definition and
performance of tasks necessary or advisable to ensure
compliance with all system and data security requirements;
and
- authorize through Certegy's Systems Security Department,
dependent on proper registration to appropriate IBM
personnel, read, write, create, and scratch access
July 7, 1988 Form for Master Agreement
Schedule L Page of
for systems commands and restricted utilities as set forth
in Exhibit L-2 and on the IBM operating system files, IBM
libraries, and IBM applications.
- Certegy will:
- install upgrades or new releases of existing system and data
access control software and established security exits as
applicable;
- administer existing system and data access control software;
- ensure safeguards are designed to deter and prevent
intentional or accidental security violations;
- establish, change or revoke Authorized User IDs and
associated system capabilities;
- perform reviews of systems and data access authorization at
required intervals;
- ensure Authorized Users have unique identifiers to the
extent necessary;
- conduct regular reviews of the security activity incidents
report for unusual access occurrences or unsuccessful
attempts and perform follow-up activities when necessary;
- review the IBM and Certegy security policies and procedures
for effectiveness and recommend improvements;
- keep abreast of the latest concepts and techniques
associated with data access control and site security;
- be responsible for maintaining data security procedures for
all Applications Software and Systems Software and access to
IBM mainframe production application systems (on-line and
batch), development systems and libraries;
- be responsible for Certegy's Systems Security Departments
on-line security file administration responsibility to grant
read, write, create, and scratch access to Certegy's
business application files and libraries (i.e., on-line
responsibility to update the security file) and to grant
user access to CICS transactions defined as belonging to
Certegy business applications (i.e., on-line ability to
update the security file), dependent on proper registration
whether it be TSO, Batch or CICS Facility;
- control and secure high level user IDs (i.e., those with
global authority); and
- administer new Applications Software job accounting
criteria.
- - SECURITY RESPONSIBILITIES MATRIX
The Security Responsibilities Matrix attached hereto as Exhibit L-1 further
defines the security responsibilities of the Parties.
EXHIBIT L-1
SECURITY RESPONSIBILITIES MATRIX
LEGEND: "P" = PRIMARY "S" = SUPPORT
RESPONSIBILITY
--------------
SECURITY IBM CERTEGY
-------- ---- -------
PHYSICAL SECURITY
Administrative and technical support
Badge distribution, alarm monitoring and response
Emergency response (fire, medical, first aid)
Authorization of access control for badge reading devices
LOGICAL SECURITY
Access control System
- - Systems installation & maintenance
- - Systems upgrades
- - Administrative and technical support
- - Systems profile identification
- - Logon ID Administration
- - Password resets (Help desk)
SECURITY MANAGEMENT
Security consultancy
Identify areas for improvement
Recommend solutions
EXHIBIT L-2
IBM SYSTEM COMMANDS & RESTRICTED UTILITIES
- - System Commands:
- - Restricted Utilities:
SCHEDULE M OF
TRANSACTION DOCUMENT __________
MAINFRAME TOWER
HELP DESK SERVICES
- - INTRODUCTION
IBM shall staff a Mainframe Tower Help Desk to provide a single-point-of-contact
in support of Authorized Users as of the Execution Date of the Transaction
Document. Such support will be provided through the Mainframe Tower Help Desk,
and will include first level problem determination, resolution and/or tracking
for Authorized Users who are using the Services.
- - HOURS OF OPERATION
The Help Desk hours of operation will be ___ hours a day, ___ days a week.
- - DEFINITIONS
All capitalized terms used and not defined in this Schedule M shall have the
same meanings given them elsewhere in the Agreement.
- "LEVEL 1 SUPPORT" means, with respect to Machines and Software,
receiving the initial call, problem recording, isolation to a
failing subsystem (i.e., workstation, network, application,
etc.), call routing and problem tracking.
- "LEVEL 2 SUPPORT" means, with respect to Machines and Software,
performing or leading the Authorized User through the maintenance
diagnostic routines to isolate to a failing component of the
subsystem and includes, in the case of an Authorized User, either
replacing the failing component or coordinating the shipping of
the replacement component to the Authorized User.
- "LEVEL 3 SUPPORT" means, with respect to Machines and Software,
diagnosing or repairing the failure within the component.
- - RESPONSIBILITIES
- IBM Responsibilities
IBM shall perform, without limitation, the following functions in
connection with the Mainframe Tower Help Desk:
- recycle, start and stop devices;
- support first level Machines and Software problems,
including problem logging, assigning incident numbers and
vendor dispatch. If a vendor or maintenance provider is
contacted to resolve a problem, the Help Desk will monitor
and call back the Authorized User to report on the progress
of problem resolution and will tog the final resolution of
the problem;
- provide assistance for problems pertaining to the procedures
for a new environment;
- update Certegy with complete and accurate Systems status
within an appropriate time frame. The updates should be
provided during as well as after problem resolution;
- initiate a Problem Management Record to document service
outages;
- assign call severity codes based on user information and the
following severity criteria;
- Severity 1:
- Solid or intermittent problems that make the
system unavailable
- Loss of a critical Application
- Seventy 2:
- Loss of a noncritical Application
- Degradation of a critical function
- Solid or intermittent problems of low impact
- Severity 3:
- Degradation of a noncritical Application
- Loss of a noncritical function
- Problems that degrade but do not prevent
accessibility/usability
- Severity 4:
- Problems of a low impact to Authorized Users
July 7, 1988 Form for Master Agreement
Schedule M Page of
- report on the status of batch jobs upon request (including
after hours and weekend coverage);
- manage and monitor daily data transmissions;
- notify designated Certegy personnel of systems or equipment
failures, or of an emergency, according to the Procedures
Manual;
- maintain and distribute an updated Help Desk telephone
number listing as required;
- reset passwords; and
- provide monthly reports to Certegy and vendors assessing
IBM's performance with respect to the established Help Desk
Performance Standards and Minimum Service Levels, if any,
for call resolution as specified in Schedule S.
- Certegy Responsibilities
Certegy will be responsible for the following:
- maintaining an updated contact listing for use by the Help
Desk in contacting appropriate Certegy personnel for
assistance/notification as specified above;
- review and approve Help Desk call prioritization and
escalation procedures;
- communicate support responsibilities and procedures to
Certegy business unit contact personnel and third party
service providers;
- assist IBM in ensuring that Certegy's support organizations
and vendors report problem status and resolution back to the
Help Desk and in resolving any Certegy vendor performance
problems affecting IBM's provision of the Services;
- provide an adequate level of system authority and
communications access (e.g., physical links, modem
connections, and analog lines) for all products and
resources for which IBM has Services responsibility;
- authorize system IDs;
- assist IBM in the development of Help Desk operational
procedures by providing input to, and review and approval
of, such procedures;
- allow IBM to utilize remote access capability to remotely
diagnose problems;
- report problems and forward service requests to the Help
Desk.
- reporting problems to the Help Desk; and
- help desk support for functions currently retained by
Certegy.
SCHEDULE N OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
PROJECTS
- - INTRODUCTION
This Schedule N describes the methodology by which Projects will be-performed in
conjunction with the Transaction Document and the overall Project Management
process that will be implemented in order to support delivery of such Projects.
The level at which a project will be managed will be determined by the scope of
the work and the Deliverables to be provided under the project.
- - DEFINITIONS
All capitalized terms used and not defined in this Schedule N shall have the
same definition as in the Agreement, the Transaction Document and its Schedules.
As used herein:
- "ACCEPTANCE" or "ACCEPTED" means Certegy's concurrence that a
Deliverable satisfies the Completion Criteria set forth in the
Project Plan.
- "CHANGE AUTHORIZATION" has the meaning set forth in Section 8.0
herein.
- "COMPLETION CRITERIA" means mutually agreed upon written
conditions that IBM is required to meet in order to satisfy its
obligations for each project as set forth in the applicable
Project Plan.
- "DELIVERABLE" means any item delivered to Certegy under a project
which is specified in the Project Plan as a Deliverable.
- "PROJECT CHANGE REQUEST" or "PCR" has the meaning set forth in
Section 6.0 herein.
- "PROJECT PLAN" has the meaning set forth in Section 3.0 herein.
- "PROJECT MANAGER" has the meaning set forth in Section 3.0
herein.
- - PROJECT MANAGEMENT PROCESS
IBM's Project Management process is based upon the premise that the IBM Project
Executive will have overall responsibility and accountability to meet all agreed
upon quality, cost, schedule and technical objectives of the project. In
addition, each party will assign an individual to each project to act as their
respective representative with responsibility for specific operational roles as
described below and further delineated in the Project Plan ("Project Manager"),
Based upon the scope of the work and the Deliverables to be provided under a
project, a Project Manager may be assigned to oversee multiple Projects.
Each project whether included as of the Execution Date of the Transaction
Document or subsequently added at the request of Certegy, subject to Section
3.12 of the Master Agreement, will have a plan developed (the "Project Plan")
and, upon approval by both Parties, the Project Plan will be assigned a
sequential number and will be attached to, and become a part of, this Schedule
(e.g., Mainframe Project Plan N-1/Title, Mainframe Project Plan N-2/Title,
etc.). The terms and conditions of the Master Agreement and the Transaction
Document will apply to each project unless otherwise amended by the applicable
Project Plan.
- - PROJECT MANAGERS
- IBM Responsibilities
IBM will assign a Project Manager who wilt have the authority to act
on behalf of IBM in all matters pertaining to the project with the
exception of contractual endorsement. The IBM Project Manager will;
- manage the project for IBM including planning, directing,
and monitoring all project activities;
- develop the detailed Project Plan in conjunction with the
Certegy Project Manager;
- maintain files of the Project Plan and any associated
documentation;
- establish the project team and, in conjunction with the
Certegy Project Manager, apprise team members regarding the
Project Management process and the Project Plan, including
individual responsibilities, Deliverables, schedules, etc;
July 7, 1988 Form for Master Agreement
Schedule N Page of
- be the primary point of contact to Certegy for the project to
establish and maintain communications with the Certegy Project
Manager;
- define and monitor the support resources required for the project
to ensure these resources are available as scheduled;
- measure, track and evaluate progress against the Project Plan;
- resolve issues that may arise due to deviations from the Project
Plan with the Certegy Project Manager;
- administer and, in conjunction with the Certegy Project Manager,
be accountable for project change control;
- plan, schedule and participate in periodic project reviews, as
applicable, including review of the work products being produced;
- provide periodic written status reports to Certegy that provide
information such as schedule status, technical progress, issue
identification and related action plans; and
- establish and maintain the necessary financial controls for those
areas of the project for which IBM has responsibility.
- Certegy Responsibilities
Certegy will assign a Project Manager who will have the authority to act on
behalf of Certegy in all matters pertaining to the project with the
exception of contractual endorsement. The Certegy Project Manager will:
- by the single-point-of-contact for the management of Certegy's
obligations under the project;
- serve as the interface between the project team members and
Certegy's business functions, units, or Affiliates participating
in the project;
- define Certegy's business and technical requirements for each
project;
- develop the detailed Project Plan in conjunction with the IBM
Project Manager and ensure that the Project Plan meets Certegy's
business and technical requirements;
- establish the project team and, in conjunction with the IBM
Project Manager, apprise team members regarding the Project
Management process and the Project Plan, including individual
responsibilities, Deliverables, schedules, etc.;
- provide operational guidance to, manage and be accountable for
the performance of Certegy personnel assigned to the project;
- administer and, in conjunction with the IBM Project Manager, be
accountable for project change control;
- attend project planning/review/status meetings, as required;
- obtain and provide information, data, decisions and approvals,
within three days of IBM's request, unless otherwise mutually
agreed;
- coordinate and schedule the attendance of Certegy personnel, as
appropriate, at planning/review/status meetings;
- assist in the resolution of project issues and/or escalate within
Certegy for resolution as needed;
- establish and maintain the necessary financial controls for those
areas of the project for which Certegy has responsibility; and
- review and provide written confirmation that the Deliverables
meet the Completion Criteria set forth in the applicable Project
Plan.
Each Party will give the other Party reasonable advance notice, in
writing, of a change to their respective Project Manager and will
discuss any objections the other Party may have to such change.
- - PROJECT PLAN
A Project Plan must be completed for each project and should contain the
following information:
- PROJECT MANAGERS
This section will identify the Parties' respective Project Managers
including name, address, telephone number, pager number, and fax number.
- PURPOSE AND SCOPE OF WORK
This section will provide a summary of the overall purpose of the project
and define the scope of work to be performed.
- ASSUMPTIONS/DEPENDENCIES
This section will describe any key assumptions, dependencies, or critical
success factors upon which the project will be based and/or is dependent
upon for successful completion.
- DEFINITIONS
This section will define any terms specific to a project.
- IBM RESPONSIBILITIES
This section will describe the responsibilities which IBM is required to
perform in order to complete the project.
- CERTEGY RESPONSIBILITIES
This section will describe the responsibilities which Certegy is required
to perform in order to complete the project.
- REQUIRED EQUIPMENT AND MATERIALS
This section will list all required equipment and materials including, but
not limited to, hardware and software, which each Party must provide in
order to facilitate completion of the project.
- DELIVERABLES
This section will provide a description of any items to be delivered by IBM
under the project.
- ESTIMATED SCHEDULE
This section will provide the planned schedule for completion of the
project, including any milestones and target dates for completion.
- COMPLETION CRITERIA
This section will state the criteria which IBM must meet in order to
satisfy its obligations under the project.
- CHARGES/INVOICING
This section will specify the applicable charges for the project and the
basis for such charges and the terms for IBM's invoicing if different from
those contained in the Transaction Document.
- ADDITIONAL OR UNIQUE TERMS AND CONDITIONS
This section will identify any terms and conditions in addition to or
different from those contained in the Master Agreement and the Transaction
Document.
- - PROJECT CHANGE CONTROL
Either Party may request a change to a project subject to the following
procedure: All requests for a project change must be submitted via a Project
Change Request ("PCR"). The PCR must describe the change in detail, the
rationale for the change and the effect the change will have, if accepted, or
the impact it will have if rejected, on the project. The Project Manager of the
requesting Party will review the PCR and determine whether to submit the request
to the other Party.
If submitted, both Project Managers will review the proposed change and approve
it for further investigation, if required, or reject it. If the Parties agree
that the proposed change requires further investigation, the Project Managers
will authorize such investigation, and any charges by IBM that IBM specifies for
such investigation; by signing the PCR. The investigation to be conducted will
determine the technical merits and the effect on price, schedule, and other
terms and conditions that may result from the implementation of the proposed
change. The requesting Party's Project Manager may then approve or reject the
change.
If rejected, the PCR will be returned to the requesting Party along with the
reason for rejection. If approved, the change will be implemented by providing
written authorization signed by an authorized representative of both Parties
("Change Authorization").
- - COMPLETION
IBM will notify Certegy, in writing, when the Completion Criteria for a
Deliverable has been met. Certegy must inform IBM, in writing, within ten (10)
business days following receipt of IBM's notification if Certegy believes IBM
has not met the Completion Criteria, together with reasonable detail as to the
reasons for such belief. If IBM does not receive written notice within such
period, then the Deliverable(s) will be deemed Accepted.
MAINFRAME TOWER PROJECT PLANS
THERE ARE NO MAINFRAME TOWER PROJECTS APPROVED AS OF THE
EXECUTION DATE OF THE TRANSACTION DOCUMENT
SCHEDULE S OF
TRANSACTION DOCUMENT # ______
MAINFRAME TOWER
PERFORMANCE STANDARDS, MINIMUM SERVICE LEVELS AND SERVICE CREDITS
- - INTRODUCTION
- This Schedule S describes:
- certain duties, obligations and responsibilities of IBM,
including the Performance Standards and Minimum Service
Levels for defined Services which IBM is required to meet
during the term of the Transaction Document;
- the Performance Standards and Minimum Service Levels for the
defined Services which IBM is required to meet during the
term of the Transaction Document. Such Performance Standards
and Minimum Service Levels are set forth in Charts S-1
through S-_____ of Exhibit S-1 to this Schedule;
- Performance Standards for the defined Services which IBM is
to report on during the term of the Transaction Document.
Such report-only Performance Standards are set forth in
Exhibit S-2 to this Schedule;
- penalties, liquidated damages and assessments which may be
levied against IBM for failure to meet certain levels of
performance; and
- certain Certegy responsibilities.
- - DEFINITIONS
All capitalized terms used and not defined in this Schedule S shall have the
same meanings given them elsewhere in the Agreement.
- "ACTUAL UPTIME" means of the Scheduled Hours, the aggregate
number of hours in any month during which the Host System and/or
each defined Application is actually available for use by
Authorized Users.
- "APPLICATION" means individual subsystems or environments
comprising the Applications Software.
- "AVAILABILITY" means actual Uptime plus Excusable Downtime
divided by Scheduled Uptime. For purposes of determining whether
IBM's performance meets any availability Performance Standard and
Minimum Service Level, Availability will be measured based on a
monthly average during each month of the term of the Transaction
Document, to be calculated once monthly within ten business days
following the end of each calendar month.
- "EQUIVALENT DAY" means the same day of the week in the same week
of the previous year with adjustments for holidays.
- "EXCUSABLE DOWNTIME" means of the Scheduled Uptime, the aggregate
number of hours in any month during which the Host System and/or
each defined critical Application is down due to action or
inaction by Certegy or due to a Force Majeure Event (as defined
in Section 17.3 of the Master Agreement), which failure is not
attributable to IBM's failure to exercise due care including,
without limitation, failure to provide proper preventive or
remedial maintenance.
- "HOST SYSTEM" means Data Center Machines and related Systems
Software.
- "MEASUREMENT PERIOD" has the meaning set forth in Section 4.0.a
herein.
- "MINIMUM SERVICE LEVEL" or "MSL" means the level of performance
set forth in Charts S-1 through S-_____ of Exhibit S-1.
- "SCHEDULED DOWNTIME" means of the Scheduled Hours, the aggregate
number of hours in any month during which the Host System and/or
each defined critical Application is scheduled to be unavailable
for use by Authorized Users due to such things as preventive
maintenance, system upgrades, etc. Scheduled Downtime must be
mutually agreed to by the Parties.
- "SCHEDULED HOURS" means the days of the week and hours per day
that the Host System and/or each defined critical Application is
scheduled to be available for use by Authorized Users, subject to
adjustment for mutually agreed upon Scheduled Downtime.
July 7, 1988 Form for Master Agreement
Schedule S Page of
- "SCHEDULED UPTIME" means of the Scheduled Hours, the aggregate
number of hours in any month during which the Host System and/or
each defined critical Application is scheduled to be available
for use by Authorized Users.
- - PERFORMANCE COMMITMENT
For those Services for which there are existing service levels, which are the
levels of service historically achieved by Certegy and which have been measured
and reported on a consistent basis, IBM's performance of the Services will equal
or exceed such service levels and such service levels will be set forth in
Exhibit S-1 as IBM's committed Performance Standards. IBM will submit to Certegy
a report or set of reports assessing IBM's performance during the previous
calendar month against the service levels and/or service level objectives set
forth in Charts S-1 through S-____.
- - MEASUREMENT PERIOD
- During the 180 days following the Execution Date of the
Transaction Document (the "Measurement Period"), IBM's
performance of the Services will be measured as follows;
- for those Services for which there are no existing service
levels, IBM and Certegy will mutually agree upon and
establish Performance Standards and Minimum Service Levels.
- Service Level Credits will not apply during the Measurement
Period.
- During the Measurement Period, IBM will use standard measurement
tools to monitor the performance levels for the Services
described below to serve as input for establishing defined
Performance Standards and Minimum Service Levels; provided,
however, that should it be determined that the Measurement Period
is not indicative of Certegy's normal operating environment, the
Parties will mutually define another period which is
representative of Certegy's normal operating environment as the
Measurement Period and agree on the Performance Standards and
Minimum Service Levels. The Performance Standards and Minimum
Service Levels will be validated and established by taking into
account the average levels of performance achieved by Certegy
prior to the Execution Date of the Transaction Document, the
levels achieved jointly by IBM and Certegy during the applicable
Measurement Period, and the performance levels required by any
applicable agreements between Certegy and the recipients of the
Services.
- Upon completion of the Measurement Period, Charts S-1 through
S-_____ will be updated to reflect the mutually agreed-upon
Performance Standards and Minimum Service Levels and criteria and
a copy will be distributed to Certegy.
- - MINIMUM SERVICE LEVELS
Minimum Service Levels for specific Services will be established or validated
during the Measurement Period based upon the established performance standards
for such Services as set forth herein. Since it may not be possible to ascertain
the exact point at which to set the MSL for certain Services, such levels will
be established according to one of the following:
- at a point that is just less than the greatest deviation below
the Performance Standard, provided, however, that the MSL may not
be less than one percentage point deviation from the Performance
Standard;
- in the case where no deviation occurs during the Measurement
Period, set the MSL at a level that is one percentage point below
the Performance Standard; or
- for those Services having a Performance Standard of 100 percent,
set the MSL at 99 percent.
- - REPORTING
By the tenth business day of each month, IBM will submit to Certegy a report or
set of reports assessing IBM's performance against the Performance Standards and
the Minimum Service Levels during the previous calendar month. IBM will also be
responsible for promptly investigating and correcting failures including
failures to meet such Performance Standards and Minimum Service Levels by:
- initiating problem investigations to identify root causes of
failures;
- promptly reporting problems to Certegy that reasonably could be
expected to have a material adverse effect on Certegy operations;
and
- making written recommendations to Certegy for improvement in
procedures.
IBM shall diligently identify root causes, correct problems and
minimize recurrences of missed Performance Standards and Minimum
Service Levels for which it is responsible. Certegy will use
commercially reasonable efforts to correct and minimize the recurrence
of problems for which Certegy is responsible and which prevent IBM
from meeting the Performance Standards and Minimum Service Levels.
- - ANNUAL REVIEW
Performance Standards and Minimum Service Levels will be reviewed and adjusted,
if applicable, annually by the IPT. Any adjustments will be based upon:
- technology changes to the environment, reference Section 8.0
below.
- Certegy business change, reference Section 9.0 below.
Otherwise, these Performance Standards and Minimum Service Levels will remain
the same.
- - BENCHMARKS
- Should any of the factors which may influence or determine the
attainment of a Performance Standard and Minimum Service Level
(e.g., software or hardware changes) become subject to change,
IBM and Certegy will create mutually agreed upon parameters
against which a benchmark will be taken both prior to and
subsequent to such change in order that:
- the affected Performance Standard and Minimum Service Level can
be adjusted accordingly; or
- IBM and Certegy will mutually agree on a new Performance Standard
and Minimum Service Level.
- - PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL IMPACT
In the event an unexpected or unplanned demand by Certegy for Data Center or
Network resources, which exceeds the capacity normally available to Certegy,
impacts IBM's ability to meet a Performance Standard(s) and Minimum Service
Level(s) and IBM can demonstrate that Performance Standard(s) and Minimum
Service Level(s) degradation is due in whole or in part to such demand, then IBM
will be relieved of such Performance Standard(s) and Minimum Service Level(s)
impact, to the extent that the degradation is caused by the unexpected or
unplanned demand, for a period of time which shall end at the earlier to occur
if:
- the termination of the unexpected or unplanned resource demand;
or
- when IBM provides the additional resource capacity necessary to
accommodate the unexpected or unplanned demand, subject to
Certegy's payment as previously agreed.
- - PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL CRITERIA
- ON-LINE APPLICATIONS AVAILABILITY AND SCHEDULED HOURS: On-line
Application services will be made available in accordance with
the service periods set forth in Exhibit S-1 to this Schedule S.
IBM shall perform the Services as necessary to meet each of the
availability Performance Standards and Minimum Service Levels set
forth in Exhibit S-1 relating to each defined Application.
Changes to the service periods must be made in writing and
approved by the IPT.
- SCHEDULED BATCH SERVICES: IBM will perform scheduled batch
processing services in accordance with the Performance Standards
and Minimum Service Levels set forth in Exhibit S-1. IBM's
commitment to the batch services Performance Standards and
Minimum Service Levels is contingent upon IBM's receipt from
Certegy of critical inputs by the designated time, and successful
completion of the appropriate Application batch job stream to the
extent controlled by Certegy. Certegy recognizes that its
deviation from scheduled batch job streams may result in batch
output not being available by the scheduled time. The critical
inputs for each batch processing job shall be mutually agreed
upon. If Certegy fails to deliver any critical input by the
deadline set forth in Exhibit S-_____ for the applicable batch
processing job, or deviates from scheduled batch job streams, IBM
will use its best efforts, once the input is received, or
corrections are made by Certegy, to complete such batch
processing by the scheduled time.
- ADDITIONAL PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS:
- NEW APPLICATIONS: Performance Standards and Minimum Service
Levels for new Applications which are critically material to
Certegy's business shall be set forth in Exhibit S-1. The
Availability Performance Standard and Minimum Service Level
for each new Application shall be negotiated between IBM and
Certegy based on actual performance during the first 90 days
following implementation balanced with performance forecasts
(new Applications shall meet the mutually agreed
qualification criteria and be compatible with the
Applications Installation Standards specified in Schedule
K); provided, however, that such new Application
Availability Performance Standard and Minimum Service Level
shall be consistent with the standards set forth in Exhibit
S-1 for other comparable Applications.
- NEW SERVICES: When New or additional Services, other than
new Applications, for which there will be a Performance
Standard and Minimum Service Level are added to the
operating environment, the Performance Standard and Minimum
Service Level for each New or additional Service shall be
negotiated between IBM and Certegy based on actual
performance during the first 90 days following
implementation. Such mutually agreed upon Performance
Standard and Minimum Service Level will be set forth in
Exhibit S-1.
- - SERVICE CREDITS
- Introduction
In accordance with Section 9.9 of the Master Agreement, should IBM
fail to achieve the Minimum Service Levels as set forth in Exhibit
S-1, IBM will pay Service Credit(s) to Certegy. IBM will be relived of
responsibility in accordance with the provisions of the Master
Agreement and the Transaction Document for any Minimum Service
Level(s) and any associated Service Credits to the extent affected by
the items described below where IBM's failure to meet the Minimum
Service Level(s) is due to:
- problems resulting from components
(hardware/software/network) for which Certegy is responsible
including the inability of such components to correctly
process date-related data without resulting in or causing
logical or mathematical inconsistencies;
- problems determined to be caused by the actions or inactions
of Certegy's personnel;
- changes made to the environment which were not communicated
in accordance with the Change Management Procedures (e.g.,
installation of applications which were not tested and
approved for production use);
- Certegy's prioritization of available resources;
- Certegy's failure to perform Certegy's obligations as set
forth in the Master Agreement and trie Transaction Document
to the extent such failure affects IBM's ability to perform
the Services at the specified Minimum Service Levels (e.g.,
provision of adequate system capacity to provide the Minimum
Service Level commitments, environmental factors/facilities,
Certegy procedural errors);
- performance or nonperformance by Certegy's third party
vendors and suppliers; or
- circumstances that constitute a Force Majeure Event as
specified in Section 17.3 of the Master Agreement.
- Service Credits Calculation
For failure to meet the Minimum Service Level, the Service Credits
will be determined as follows:
- Each of the Service categories qualifying for Service
Credits in the event of a missed MSL will be assigned a
weighting factor and the total of the weighting factors must
not exceed 1.25. The weighting factors are:
CATEGORY WEIGHTING FACTOR
- -------- ----------------
0.___
0.___
CATEGORY WEIGHTING FACTOR
- -------- ----------------
0.___
0.___
0.___
0.___
0.___
0.___
- Failure to meet the MSL in a specific category for each month
will result in a Service Credit amount which will be determined
by multiplying the product of the weighting factor for that
category times the monthly portion of the Tower Price times the
corresponding occurrence. To qualify as a 2nd occurrence or
greater, the failure to meet the Minimum Service Level must occur
in consecutive months within the same category.
PERCENTAGE OF THE MONTHLY PRO RATA
PORTION OF THE TOWER PRICE
CONSECUTIVE MONTHS (TOTAL OF ALL CATEGORIES)
------------------ ----------------------------------
1st occurrence 5%
2nd occurrence 10%
3rd occurrence 15%
4th occurrence 20%
Subsequent occurrences 20%
For example, if the monthly pro rata portion of the Tower Price is $400,000.00
and IBM has failed to meet the Minimum Service Level for a category with a
weighting factor of .20 for two consecutive months, the applicable credit would
be:
(.20 X $400,000.00) X 0.10= $8,000.00
IBM will return to normal status with respect to Minimum Service Level
attainment when IBM's monthly performance for that category meets or exceeds the
applicable Minimum Service Level. Any subsequent failure to meet the Minimum
Service Level for that category shall be deemed to be a 1st occurrence.
In no event will IBM be liable for Service Credits in a month which, in the
aggregate of all Towers, are in excess of 20% of the pro rata portion of the
Annual Services Charge for that month.
- Multiple and Related Failures to Meet Minimum Service Levels
Failure to meet Minimum Service Levels in multiple Service Credit
categories arising out of or related to a single event or a related series
of events shall be treated as a failure in the first Service Credit
category affected by the event(s) for the purpose of calculating Service
Credits payable by IBM hereunder.
EXHIBIT S-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART S-1
AVAILABILITY
SYSTEM SCHEDULED HOURS PERFORMANCE STANDARD MINIMUM SVC LEVEL
- ------ ----------------- -------------------- -----------------
Mon-Fri ___ - ___ ____% ____%
Sat-Sun ___ - ___ ____% ____%
Mon-Fri ___ - ___ ____% ____%
Sat-Sun ___ - ___ ____% ____%
Mon-Fri ___ - ___ ____% ____%
Sat-Sun ___ - ___ ____% ____%
CHART S-2
SCHEDULED BATCH SERVICES
APPLICATION INPUT/DEADLINE OUTPUT/DEADLINE PERFORMANCE STANDARD MINIMUM SVC LEVEL
- ----------- -------------- --------------- -------------------- -----------------
_____% _____%
_____% _____%
_____% _____%
_____% _____%
_____% _____%
_____% _____%
EXHIBIT S-2
REPORT ONLY PERFORMANCE STANDARDS
EXHIBIT S-2
It is important to know if certain events have occurred when required and to
monitor the trend level of service provided, but is not necessary to track these
events as Performance Standards or Minimum Service Levels. A certain level of
performance is expected for each item and the performance should not trend in a
negative direction. This report will be distributed monthly following the same
schedule as the attainment reports for Performance Standards and Minimum Service
Level set forth in Exhibit S-1 of this Schedule S.
CHART S-1
NO # REPORTING ITEM FREQUENCY DATA SOURCE
- ---- -------------- --------- -----------
CHART S-2
AVAILABILITY
REPORTING ITEM SCHEDULED HOURS PERFORMANCE STANDARD
- -------------- ----------------- --------------------
Mon-Fri ___ - ___ ____%
Sat-Sun ___ - ___ ____%
Mon-Fri ___ - ___ ____%
Sat-Sun ___ - ___ ____%
Mon-Fri ___ - ___ ____%
Sat-Sun ___ - ___ ____%
SCHEDULE T OF
TRANSACTION DOCUMENT #______
MAINFRAME TOWER
CERTEGY PROVIDED OFFICE FURNISHINGS
July 7, 1988 Form for Master Agreement
Schedule T Page of
CERTEGY/IBM CONFIDENTIAL
EXHIBIT 6
Integrated Planning Team Charter and Operating Procedures
MISSION
The Integrated Planning Team ("IPT") will manage the Certegy/IBM relationship
for the Services as set forth in Section 6 of the Master Agreement and this
Exhibit 3. The focus of this group is the coordination and communication of
activities under the Master Agreement (not day-to-day operations). The IPT will
be the focal point for interpretation, consultation and recommendations of the
Master Agreement for both Certegy and IBM globally.
SCOPE
Global coordination of
- Master Agreement
- Software purchases
- Non-standard service/product requests
Maintain a schedule of all changes for Certegy, globally
- Retain copy of capacity projections by site and device
- Retain capacity actuals monthly, by site and device
- Retain copy of hardware and software inventory
Check and Balance
- Hardware and software inventory
- Global I/T resource
Reporting to country and data center CIOs, data center managers and business
unit interfaces
- Capacity projections
- Hardware projections
- Requests for Service (RFS) status
- Rollup of businesses plans and budges
Deliverables
- Recommendations on where applications run, globally
- Quarterly: rollup of capacity actuals and projections
- Summary of requirements and projections
TEAM MEMBERS
The IPT will be comprised of two groups, each with Certegy and IBM members. The
first group will be a full-time team with operational responsibility to carry
out the mission and scope of the IPT. The second will be an advisory group
consisting of Certegy and IBM data center managers from each global unit. This
group will provide global policy and priority direction to the operational team.
Page 1 of 3
CERTEGY/IBM CONFIDENTIAL
- Operational Group
4 total full-time staff (2 Certegy and 2 IBM Global Services) to be
assigned by the chair Person for each of Certegy and IBM)
FUNCTION/ROLE CERTEGY IBM
------------- --------- ---------
Sponsor (Chair person) Senior VP Senior PE
Administrative Assistant
Technical Consultants:
Mainframe
Midrange
Micro/LAN
Network
Financial Consultant
Contract Specialist
Capacity Planner
Functional Manager
- Advisory group
Certegy and IBM data center managers representing each Certegy global
unit. If this advisory group were in place today the organization
member grid would be:
FUNCTION/ROLE CERTEGY IBM
------------- --------- ---------
Chair person Senior VP Senior PE
Data Center Managers
Canada
Mexico
U.K.
U.S. - Atlanta
STAFF JOB FUNCTIONS
Administrative Assistant
This AA will provide administrative support for the team. This
includes document processing, calendar/meeting management and travel
planning support.
Technical Consultant - Mainframe
This consultant is responsible for all technical aspects of the
agreement as it relates to the Mainframe environment. This includes
capacity status, capacity projections, hardware and software inventory
and requests for services recommendations.
Technical Consultant - Midrange
This consultant is responsible for all technical aspects of the
agreement as it relates to the Midrange environment. This includes
capacity status, capacity projections, hardware and software inventory
and requests for services recommendations.
Technical Consultant - Micro/LAN
This consultant is responsible for all technical aspects of the
agreement as it relates to the Micro/LAN environment. This includes
capacity status, capacity projections, hardware and software inventory
and requests for services recommendations.
Page 2 of 3
CERTEGY/IBM CONFIDENTIAL
Technical Consultant - Network
This consultant is responsible for all technical aspects of the
agreement as it relates to the Network environment. This includes
capacity status, capacity projections, hardware and software inventory
and requests for services recommendations.
Financial Consultant
This consultant is responsible for analysis of business plans and
budgets for future or additional requirements.
Contract Specialist
This function would be responsible for agreement content understanding
and interpretation.
Capacity Planning Consultant
This consultant is responsible for maintaining, reporting and analysis
of monthly global capacity status and projections for current and
future operations.
Functional Manager
Overall department and personnel management of the Integrated Planning
Team.
CRITICAL SUCCESS FACTORS
Proper Staffing
To be able to handle the workload the staffing levels must be
maintained. The Contracts Administrator and Administrative Assistant
are critical functions that allow the technical consultants to work on
the issues that result in meeting our mission objections.
Technology Consultants
The Technology Consultants must be full time members of the team. The
Technology Consultants cannot have operational responsibilities. For
the team to be successful, the Technology Consultants must be focused
on capacity status, capacity projections, hardware and software
inventory and requests for services recommendations.
Funding
For this team to be successful, it must be funded. This critical
function be fully funded for personnel, space, equipment, travel and
training.
Executive Sponsorship
This team has to have the active, on-going sponsorship of Certegy and
IBM Global Services executives (Certegy Senior VP and IBM GS Senior
PE) to maintain the focus on this organizations mission.
Page 3 of 3
Schedule A of
Transaction Document #01-01
Mainframe Tower
Applications Software
This Schedule lists the Applications Software - Certegy and Applications
Software - IBM that IBM will operate for Certegy in performance of the Services.
This is an inventory listing and will be updated during the term of this
Transaction Document.
SECTION A-1 APPLICATIONS SOFTWARE - CERTEGY
MAINFRAME TOWER: APPLICATIONS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM P = CERTEGY)
ITEM ------------------------------------
NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- --------- ----------------------------- -------- ------- ------ -------- ------
1 Base 2000 The Bank Card System Certegy I C C C
2 Base 2000 FBS credit card authorization Certegy I C C C
3 Base 2000 Collections Certegy I C C C
4 Base 2000 Cardholder Certegy I C C C
5 Triad Certegy I C C C
SECTION A-2 APPLICATIONS SOFTWARE - IBM
MAINFRAME TOWER: APPLICATIONS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM ------------------------------------
NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- --------- ----------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY IBM MAINFRAME TOWER APPLICATIONS SOFTWARE -IBM AS OF
THE COMMENCEMENT DATE
NOTES:
(1) "OPER" means operational responsibility for the Applications Software
listed in this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases and any other related charges for the Applications
Software listed in this Schedule but does not include the cost for new
Versions. Certegy has financial responsibility for all costs related to the
purchase of new Versions.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Applications Software listed in this
Schedule.
(4) "DEV" means maintenance development responsibility, including the
programming of any regulatory/statutory mandated changes, version upgrades,
or major enhancements for the Applications Software listed in this
Schedule.
Page 1 of 1
Schedule A of
Transaction Document #01-01
Network Tower
Applications Software
This Schedule lists the Applications Software - Certegy and Applications
Software - IBM that IBM will operate for Certegy in performance of the Services.
This is an inventory listing and will be updated during the term of the
Transaction Document.
SECTION A-1 APPLICATIONS SOFTWARE - CERTEGY
NETWORK TOWER: APPLICATIONS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM ------------------------------------
NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- --------- ----------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY NETWORK TOWER APPLICATIONS SOFTWARE - Certegy AS OF THE
COMMENCEMENT DATE
SECTION A-2 APPLICATIONS SOFTWARE - IBM
NETWORK TOWER: APPLICATIONS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM ------------------------------------
NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- --------- ----------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY NETWORK TOWER APPLICATIONS SOFTWARE - IBM AS OF THE
COMMENCEMENT DATE
NOTES:
(1) "OPER" means operational responsibility for the Applications Software
listed in this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases and any other related charges for the Applications
Software listed in this Schedule but does not include the cost for new
Versions. Certegy has financial responsibility for all costs related to the
purchase of new Versions.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Applications Software listed in this
Schedule.
(4) "DEV" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or major
enhancements for the Applications Software listed in this Schedule.
Page 1 of 1
Schedule B of
Transaction Document #01-01
Mainframe Tower
Systems Software
This Schedule lists the Systems Software - Certegy and Systems Software - IBM
that IBM will operate for Certegy in performance of the Services.
This is an inventory listing and will be updated during the term of this
Transaction Document.
SECTION B-1 SYSTEMS SOFTWARE - CERTEGY
MAINFRAME TOWER: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- ------- ------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY MAINFRAME SYSTEMS SOFTWARE - CERTEGY AS OF THE
COMMENCEMENT DATE
SECTION B-2 SYSTEMS SOFTWARE - IBM
MAINFRAME TOWER: SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
IBM
l 5648-063 ACF/NCP IBM I I I I
2 5668-738 ACF/NCP FOR 3745/3720 IBM I I I I
3 5655-041 ACF/SSP FOR MVS IBM I I I I
4 5695-117 ACF/VTAM (MVS/ESA) IBM I I I I
5 5655-018 CICS/ESA 4.1 IBM I I I I
6 5688-958 COBOL II 4.0 IBM I I I I
7 5668-197 COBOL II VS COMP/LIB/DEBUG IBM I I I I
8 5668-198 COBOL LANG ENVIRON MVS IBM I I I I
9 5688-188 C370 LIBRARY LE IBM I I I I
10 5695-DB2 DB2 MVS VERSION 4 IBM I I I I
11 5695-DF1 DFSMS IBM I I I I
12 DFSORT IBM I I I I
13 DFDSS IBM I I I I
14 DFHSM IBM I I I I
15 FTP IBM I I I I
16 5696-234 HIGH LEVEL ASSEMBLER IBM I I I I
17 ICF/CATALOG IBM I I I I
18 INFOMAN IBM I I I I
19 5665-102 ISDF/PDF V4 FOR MVS IBM I I I I
20 JES2 IBM I I I I
21 5655-007 NETV1EW IBM I I I I
22 5665-333 NPM (NETVIEW PERF MON) IBM I I I I
23 OPC/ESA IBM I I I I
24 OS390 IBM I I I I
25 5668-911 OSPL/1 V2 LIBRARY IBM I I I I
MAINFRAME TOWER: SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
26 5688-190 PAGE PRINT FORMAT IBM I I I I
27 5665-351 PPFA/MVS IBM I I I I
28 5695-040 Certgy/MVS IBM I I I I
29 QMF IBM I I I I
30 5655-084 RMF IBM I I I I
31 5688-197 SAA AD/CYCLE COBOL/370 IBM I I I I
32 5665-488 SDSF MVS/ESA IBM I I I I
33 5668-949 SMP/E IBM I I I I
34 5655-HAL TCP/IP FOR MVS IBM I I I I
35 TPNS IBM I I I I
36 5685-025 TSO/E (MVS/ESA) IBM I I I I
37 RACF IBM I I I I
38 5665-311 3270 PC FILE TRANSFER (MVS) IBM I I I I
B-2 CONTINUED - MAINFRAME TOWER: SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM ------------------------------------
NO. VENDOR SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- ----------------- ------------------------- -------- ------- ------ -------- ------
l Exec Computing JOBSCAN IBM I I I NA
2 SDA PDSMAN IBM I I I NA
3 BMC STOP/X37II IBM I I I NA
4 Candle OMEGAMON/II MVS IBM I I I NA
5 Candle OMEGAMON CICS IBM I I I NA
6 CA OPTIMIZER AND RT Library IBM I I I NA
7 CA CAI IBM I I I NA
8 CA ENDEAVOR IBM I I I NA
9 Compuware ABEND AND/CICS IBM I I I NA
10 Compuware ABEND-AND/MVS IBM I I I NA
11 Compuware XPEDITER/TSO(C+A) IBM I I I NA
12 Compuware XPEDITER CICS(C+A) IBM I I I NA
13 Compuware STROBE BASE IBM I I I NA
14 Compuware FILEAID MVS IBM I I I NA
15 IDP FDR/ABR IBM I I I NA
16 IDP IAM IBM I I I NA
17 Execp V Certegy IBM I I I NA
18 Execp SYNCSORT MVS IBM I I I NA
19 Sterling Commerce CONNECT:DIRECT (MVS) IBM I I I NA
20 MQ SERIES IBM I I I NA
NOTES:
(1) "OPER" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases, Versions and any other related charges for the
Systems Software listed in this Schedule.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Systems Software listed in this Schedule.
(4) "DEV" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or major
enhancements for the Systems Software listed in this Schedule.
Page 2 of 2
Schedule B of
Transaction Document #01-01
Network Tower
Systems Software
This Schedule lists the Systems Software - Certegy and Systems Software - IBM
that IBM will operate for Certegy in performance of the Services.
This is an inventory listing and will be updated during the term of the
Transaction Document.
SECTION B-1 SYSTEMS SOFTWARE - CERTEGY
NETWORK TOWER: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY NETWORK TOWER SYSTEMS SOFTWARE - CERTEGY AS OF THE
COMMENCEMENT DATE
SECTION B-2 SYSTEMS SOFTWARE - IBM
NETWORK TOWER: SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY NETWORK TOWER SYSTEMS SOFTWARE - CERTEGY AS OF THE
COMMENCEMENT DATE
NOTES:
(1) "OPER" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases and any other related charges for the Systems Software
listed in this Schedule but does not include the cost for new Versions.
Certegy has financial responsibility for all costs related to the purchase
of new Versions.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Systems Software listed in this Schedule.
(4) "DEV" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or major
enhancements for the Systems Software listed in this Schedule.
Page 1 of 1
Schedule C of
Transaction Document #01-01
Mainframe Tower
Certegy Provided Hardware
AS OF THE COMMENCEMENT DATE THIS SCHEDULE IS NOT APPLICABLE TO THE MAINFRAME
TOWER.
Page 1 of 1
Schedule C of
Transaction Document #00-01
Network Tower
Certegy Provided Hardware
AS OF THE COMMENCEMENT DATE THIS SCHEDULE IS NOT APPLICABLE TO THE NETWORK
TOWER.
1
Schedule D of
Transaction Document #01-01
Mainframe Tower
IBM Machines
THIS SCHEDULE LISTS THE MACHINES (IBM OR OEM) THAT IBM OWNS, LEASES OR RENTS AND
WHICH IBM REQUIRES IN ORDER TO PROVIDE THE PROCESSING SERVICES UNDER THIS
TRANSACTION DOCUMENT.
THIS LIST IS AN INVENTORY LISTING AND WILL BE UPDATED THROUGH THE TERM OF THIS
TRANSACTION DOCUMENT.
MAINFRAME TOWER
MACHINE
MACHINE TYPE MODEL DESCRIPTION MACHINE S/N NOTES
- ---------------- ------- ---------------------- ----------- -----
9672 R32 CMOS Processor Complex
3480 A22 Tape sub-system/s
3480 B22 Tape sub-system/s
32 vol of RAMAC1 RAMAC DASD Array
sub-system
Page 1 of 1
SCHEDULE D OF
TRANSACTION DOCUMENT #01-01
NETWORK TOWER
IBM MACHINES
This schedule lists the machines (IBM or OEM) IBM owns, leases or rents and
which IBM requires in order to provide the processing Services under this
Transaction Document.
This list is an inventory listing and will be updated through the term of this
Transaction Document.
This Schedule D - Network Tower incorporates 'Exhibit D1 to Schedule D - Network
Tower-IBM Machines.
MAINFRAME TOWER
MACHINE
MACHINE TYPE MODEL DESCRIPTION MACHINE S/N NOTES
- ------------ ------- -------------------------- ----------- ----------------
Cisco router NAG Knox
Cisco router NAG Knox
Cisco router NAG E. Melbourne
Cisco router IBM Clayton
Cisco router IBM Clayton
Cisco router IBM Tullamarine
Firewall IBM Clayton
Firewall IBM Clayton
Firewall IBM Tultemarine
Ontrac Consulting Transcan IBM Clayton-NZ
Ontrac Consulting Transcan IBM Clayton-AUS
Ontrac Consulting Transcan NAB Knox-NZ
Ontrac Consulting Transcan NAB Knox-AUS
Ontrac Consulting Transcan IBM Tullamarine
Ontrac Consulting Transcan NAB E. Melbourne
NetScout Probe IBM Clayton
NetScout Probe NAG Knox
FEP IBM Knox
FEP IBM Tullamarine
EXHIBIT D1 TO SCHEDULE D OF
TRANSACTION DOCUMENT #01-01
NETWORK TOWER
IBM MACHINES
1. INTRODUCTION
1.1 The Network infrastructure required to enable Certegy to set up its
operations capability in Australia can be summarized as two discrete
components: Network Support Access Services and Network Inter Data
Center Services as defined in Schedule E - Network Tower.
2. THE NETWORK SUPPORT ACCESS SERVICES
2.1 The Network Support Access Services shall include the extension of the
Certegy private network to enable it to communicate with the new
environment to be set up at the Data Centers and the Certegy office in
Melbourne. The network includes:
1. A new 56k Permanent Virtual Circuit (PVC) from the Certegy
network hub facility [AT THE JV WHITE DATA CENTER IN ALPHARETTA,
GEORGIA, USA], to the IBM Data Center at Clayton (Production
site), with a backup 8k PVC to Tullamarine (backup site).
2. A new 128k Frame-Relay access link from Clayton and Tullamarine
Data Center; requested over 2 Meg access infrastructure.
3. A new 64k Frame-Relay access link from Certegy Melbourne office,
with a 32k PVC to Clayton and an 8k backup PVC to Tullamarine.
4. Three Cisco 2501s, fully managed routers for International
Network entry to Clayton, Tullamarine and Melbourne Office.
5. Schedule of incremental pricing for Clayton/Tullamarine,
Melbourne and Alpharetta links.
6. Capabilities for Dial-IP access to the new sub-nets at Clayton,
Tullamarine and Melbourne Office.
7. IBM in Australia and USA retain ownership over the total delivery
of the Network Support Access Services. AT&T Global Network
organization will manage the International links. Advantra will
manage the Australian links and routers. Each of these entities
will use IBM Global Services'
Page 2 of 10
common problem, change, configuration and reporting management
tools to provide Certegy with a seamless service.
2.2 Network Support Access Services Topology [?]
EQUIFAX CORPORATE SERVICES (ECS)
ALPHARETTA TO CLAYTON AND MELBOURNE CBD OFFICE
(GRAPHIC)
Page 3 of 10
3. THE NETWORK INTER DATA CENTER SERVICES
3.1 The Network Inter Data Center Services will interconnect the Certegy
Applications at the Data Centers with the Authorized User data
centers.
3.2 The sites included in the IBM provided Network are:
1. The Authorized User Data Center identified in the diagrams
attached hereto;
2. The Authorized User back-up Data Center identified in the
diagrams attached hereto;
3. IBM Data Center at Clayton; and
4. IBM Data Center at Tullamarine.
3.3 The Network Inter Data Center Services will be implemented in two
phases as follows:
1. PHASE 1 - TEST AND DEVELOPMENT PHASE
Phase 1 will involve the installation of equipment and
telecommunications services at the following Nominated Sites:
1. The Authorized User Data Center described in diagram.
2. The Authorized User back-up Data Center described in
diagram.
3. IBM Clayton Data Center.
This Phase 1 has been completed. Refer to the Phase 1 Design
described in Section 3.4 Network Inter Data Service Phase 1.
2. PHASE 2 - BUSINESS AS USUAL PHASE
Phase 2 will involved the installation of additional equipment
and telecommunications services at the IBM Tullamarine Data
Center.
This Phase 2 has been completed.
Refer to the Phase 2 Design described in Section 3.5 Network
Inter Data Center Service Phase 2.
Page 4 of 10
3.4 During Phase 1 of the Network Inter Data Center Services
implementation IBM shall provide to Certegy:
[1. Subscription to Advantra's managed network services;
2. one Cisco 2621 router at each Nominated Site listed in Phase 1;
3. each router will include dual power supplies and 2 x fast
Ethernet ports (for phase 1 & 2);
4 one SUN Enterprise 250 (E-250) at the IBM Clayton Data Center;
5 the SUN E-250 will include dual power supplies, two fast Ethernet
ports and firewall encryption;
6. one Checkpoint One Firewall to operate on the SUN E-250 at the
IBM Clayton Data Center;
7. two Cisco 1912 LAN switches at the IBM Clayton Data Center;
8. each LAN Switch will include dual power supplies, dual
supervisors and four fast Ethernet ports (for phase 1 & 2);
9. a Telstra Frame Relay connection between the sites as set out in
Figure 2 below;
10. terminate the Frame Relay links on the Phase 1 Cisco 2621 routers
listed above;
11. network management services; and
12. customization of the mainframe network software including TCP/IP
for MVS, VTAM and related SNA definitions.]
Page 5 of 10
PHASE 1 DESIGN - TEST & DEVELOPMENT PHASE (NAB EQUIFAX SOLUTION)
(GRAPHIC)
Page 6 of 10
3.5 During Phase 2 of the Network Inter Data Center Services
implementation IBM shall provide to Certegy:
1. One Cisco 2621 router at IBM the Data Center in Clayton;
2. One Cisco 2621 router at the NAB Data Center in Knox;
3. Two Cisco 2621 routers at the Data Center in Tullamarine;
4. One SUN Enterprise 250 (E-250) at the Data Center in Clayton;
5. One SUN Enterprise 250 (E-250) at the Data Center in Tullamarine;
6. One Checkpoint One Firewall to operate on the SUN E-250 installed
for Phase 2 at the Data Centers;
7. Two Cisco 1912 LAN switch at the Data Center in Tullamarine;
8. Telstra Frame Relay connection at the Data Center in Tullamarine
as set out in Figure 3 below;
9. duplicated access Telstra Frame Relay connection at the IBM Phase
1 sites as set out in Figure 3 below. Request second access to be
provided on geographical diverse carrier infrastructure;
10. Terminate the Frame Relay links on the Phase 2 Cisco 2621 routers
listed above;
11. network management services as outlined in the Service
Performance Objectives section, in conjunction with IBM's testing
with Certegy;
12. customization of mainframe network software including TCP/IP for
MVS, VTAM and related SNA definitions;
13. 24 X 7 support for mainframe software including SSP, NCP, TCPIP,
VPS, NETMASTER; and
14. 24 X 7 (normal business hours plus on-call) support for all
network services, including equipment and frame relay.
Page 7 of 10
PHASE 2 DESIGN - BUSINESS AS USUAL PHASE (NAB EQUIFAX SOLUTION)
(GRAPHIC)
Page 8 of 10
4. ASSUMPTIONS
4.1 This Schedule is based on the assumptions set out in the following
subsections. Where the assumptions in this proposal are incorrect, IBM
reserves the right to adjust its price accordingly.
4.2 Assumptions for the Network Support Access Service
1. Existing Alpharetta routers and circuits have sufficient capacity
to support these requirements.
2. The two Certegy routers at Alpharetta are MSEQALPA and MSEQALPB.
3. The Alpharetta routers support TCP/IP and SNA via DLSW.
4. Ok backup PVC from Melbourne/Clayton/Tullamarine not available.
8k used instead.
5. Access to the UK NAG environment will be provided via Certegy's
private network and is not shown here.
6. Certegy will continue to be a Dial-IP customer in the US. The
Australian Dial-IP access depends on the cross-over connection
between the AT&T Global Frame Relay Network and the AT&T Global
MPN network (which supports Dial-IP).
7. To enable Dial-IP access to Melbourne, Clayton and Tullamarine,
the Certegy Dial-IP registration profile will need to be updated
with the new subnets. Certegy will continue to use its existing
Dial-IP registration process in the US.
8. The price does not include the use of NetScout probes for link or
segment monitoring.
9. Certegy will install and maintain a firewall at its Certegy
Melbourne Business Office.
4.3 Assumptions for the Network Inter Data Center Services
1. IBM's responsibility at the Authorized User sites will extend
only to the routers provided in Phases 1 and 2 of this project.
The Authorized Users are requested to provide a direct dial
telephone service for each of the two routers on their premises
for remote diagnosis.
2. All telecommunications services outlined in Phase 1 and 2 will be
provided in the name of the applicable Authorized User under a
Page 9 of 10
Partnering Agreement between Telstra, IBM and such Authorized
User.
3. Adventure's network and equipment management links will be
provided via the Ibo's Secure Network Infrastructure
(SNI/Geoplex).
4. The prices are based on the access and bandwidth specified in
figures 2 and 3, and that these are sufficient.
5. The price does not include the use of NetScout probes for link or
segment monitoring.
6. Network is only required to support IP traffic as described.
7. Encryption of the router WAN links will utilise IPSec 56 bit
encryption algorithm.
8. No dial backup will be utilised.
9. IBM will install, administer and support the Checkpoint One
firewall software and the associated Sun hardware platform's
installed at the IBM Clayton and Tullamarine Data Centers,
adhering to Certegy's security policies.
Page 10 of 10
SCHEDULE E OF
TRANSACTION DOCUMENT #01-01
MAINFRAME TOWER
SERVICES, LOCATION OF FACILITIES, OPERATIONAL AND FINANCIAL RESPONSIBILITIES
1.0 INTRODUCTION
A. This Schedule E "Mainframe Tower" describes certain duties, obligations and
responsibilities of IBM and Certegy as related to the Mainframe Tower
operations and management.
B. During the term of this Transaction Document, IBM will provide services to
Certegy from the IBM Data Center using the Machines, the Applications
Software and the Systems Software provided by Certegy and IBM as required
by this Schedule E "Mainframe Tower". Additionally, IBM will provide such
other services as requested and approved by Certegy during the term of this
Transaction Document as New Services in accordance with Section 3.12 and
Section 9.6 of the Master Agreement.
C. The descriptions contained in this Schedule E "Mainframe Tower" of specific
types of services, and methods and procedures used to perform such
services, set forth how IBM will deliver the Services described herein.
D. Definitions:
"NON-PRIME TIME" means all hours other than Prime Time.
"PRIME TIME" means for New Zealand processing 8:00 am - 8:00 pm New Zealand
time and for Australia processing means 8:00 am - 8:00 pm Melbourne,
Australia time, Monday through Friday.
All capitalized terms used and not defined in this Schedule E "Mainframe
Tower" shall have the meanings given them elsewhere in the Agreement.
2.0 SYSTEMS MANAGEMENT CONTROLS
In general, IBM's Systems Management Controls responsibilities shall
include, without limitation, the following processes:
A. BATCH MANAGEMENT - controlling production batch work including the
scheduling of resources, the processing of data and transactions and the
distribution of data/information between users and facilities. Certegy
instructions on what, when and how to schedule and recover shall be
provided to IBM and documented in the Procedures Manual. Setup and
scheduling shall be performed and controlled by IBM in cooperation with
Certegy and in accordance with the Procedures Manual except for the
automatic scheduling that will be performed by the Systems Software and
Applications Software.
B. CAPACITY MANAGEMENT - the maintenance of tactical and strategic plans to
ensure that the mainframe environments accommodate Certegy's capacity plans
and business requirements. The capacity management processes will require
Certitgy's input and review. As part of its capacity
management responsibilities, IBM will monitor Certity resource usage and
make recommendations on how to reduce and/or improve resource usage and/or
consumption.
C. CHANGE MANAGEMENT - to assess timing or impact of the proposed changes to
the production environment as limited to areas under IBM management
including operating system and hardware changes, schedule the promotion
into the production environment as appropriate, notify the appropriate
functions and verify successful implementation.
D. CONFIGURATION MANAGEMENT - for processing mainframe hardware and software
configuration changes and maintaining lists and diagrams of systems
configurations.
E. INVENTORY MANAGEMENT - of the Machines (including incoming and outgoing) in
the IBM Data Center and other areas for, or from, which IBM is providing
the Mainframe Tower services.
F. ON-LINE MANAGEMENT - for providing and coordinating the appropriate skills,
information, software tools and procedures required to manage the on-line
System environment, excluding Application Software - Certegy, as provided
in Schedule S to the Transaction Document.
G. PERFORMANCE MANAGEMENT - to monitor, measure, analyze and report System
performance as it compares to the Performance Standards and Minimum Service
Levels and recommend and implement performance improvements. Where
warranted, either Party may request the other Party to make commercially
reasonable changes to enable System performance improvement, it being
understood that all such changes are subject to the mutual agreement of the
Parties.
H. PROBLEM MANAGEMENT - to identify, record, track, correct and communicate to
Certegy issues impacting the Services delivery, recognize recurring
problems, address procedural issues and contain or reduce the impact of
problems that occur.
I. RECOVERY MANAGEMENT - for planning, establishing and testing the recovery
procedures required to provide the Mainframe Tower services to Certegy in
the event of a failure. This includes, without limitation, a failure giving
rise to invoking the Disaster Recovery Plan. The intent of this process is
to anticipate and minimize the impact of systems resource failure through
the development of predefined, documented procedures and software/hardware
recovery capabilities. Unless otherwise agreed by the Parties in writing,
Certegy's instructions on what and how to recover shall be provided to IBM
and included in the Procedures Manual.
3.0 MAINFRAME TOWER OPERATIONS
A. Management of the Services by IBM
IBM shall be responsible for the operation and management of the Mainframe
Tower Services described herein. This responsibility shall include
establishing and maintaining a properly trained and adequately staffed IBM
population, including necessary management and support staff.
IBM shall make available, monitor and process on-line and batch
applications, including scheduled, unscheduled and on-request services as
well as end user initiated processing. Included in such responsibilities,
IBM shall:
1. Support all test and production environments within the scope of the
IBM responsibilities as defined by this Transaction Document;
Page 2 of 17
2. Provide computer room operations support and perform console
monitoring activities;
3. Operate Applications Software as listed in Schedule A and as
documented in the Procedures Manual to support the operating schedules
of Certegy with applicable Mainframe Tower services availability,
twenty-four (24) hours per day, seven (7) days per week (subject to
Scheduled Downtime, Excusable Downtime or agreed to schedules);
4. Perform all technical system support operations, including DASD
management, System programming of this Schedule E, capacity monitoring
as described in Section 2.0 B of this Schedule E and performance
tuning for the Systems Software;
5. As defined in Attachment 1 to this Schedule E "Mainframe Tower,"
provide support for the Machines and the Systems Software;
6. Schedule Systems Software and Machines maintenance so as to minimize
interference with Certegy and Certegy Authorized Users;
7. Complete all processing schedules as per established schedules on time
and in the correct sequence set forth in the Procedures Manual;
8. Process all agreed upon special request activities submitted through
the processes as defined in the Procedures Manual within the requested
time frames and in the sequence defined by Certegy;
9. Provide access to, and software compatibility with, external systems
necessary for the performance and provision of the Services required
by this Schedule E for the "Mainframe Tower";
10. Continuously endeavor to enhance processing capabilities and
efficiencies of the Machines through technology changes, system tuning
and other run-time improvements and communicate to Certegy such
enhanced processing capabilities and efficiencies on a quarterly
basis;
11. Perform daily monitoring of utilization and efficiencies and provide
monthly reporting on performance and capacity trends as measured
against workloads for the Machines and Systems Software;
12. Operate, support and maintain third-party products and services;
13. Provide support for the Machines, the Systems Software running on such
Machines and Systems Software support for the Applications Software to
the extent necessary to provide the Services described;
14. Operate Applications Software;
B. Production Control
IBM shall maintain production schedules and cooperate with Certegy by
responding to special processing requests and new processing requirements
by following mutually agreed upon processes or procedures. Included in such
responsibilities, IBM shall
Page 3 of 17
1. Make no change to the production environment without the prior
approval of Certegy; provided, however, that if Certegy's refusal to
agree to a change to the production environment causes demonstrable
impact on IBM's ability to meet any Performance Standard or Minimum
Service Level, then Certegy shall excuse IBM from those Performance
Standard(s) or Minimum Service Level(s) to the extent such failure is
due directly to Certegy's refusal to allow change to the production
environment;
2. Assure that all programs are moved from the application development
and test environments to the production environment in a controlled
and documented manner, which must in all cases be approved in advance
through the Change Control Process;
3. Schedule all IBM Data Center projects so as not to unreasonably
interrupt Certiigy business operations; all such projects must receive
prior approval through the Change Control Process;
4. Document and provide to Certegy a notification of all Data Center
changes performed for emergency purposes or as otherwise not precluded
in Section 3.0(B)(l) above as soon as practicable, but no later than
the end of the next day after the change was made;
5. Prioritize and schedule batch jobs and report distribution systems
subject to Certegy's schedule parameters, including but not limited
to, automated scheduling features in the Applications Software and
Certegy's specific directions so on -line applications dependent on
batch processing and batch process outputs shall be available as
scheduled;
6. Distribute and obtain Certegy approval for major production control
schedule changes prior to implementation;
7. Update the scheduler data base, as required, to reflect changes to the
production environment;
8. Monitor scheduler related incidents, and develop and recommend
refinements and revisions to the scheduler data base;
9. Coordinate and modify schedules for special requests and follow
Certegy priorities. IBM will promptly notify Certegy if such special
requirements will affect either the timely completion of other tasks
or IBM's ability to meet its obligations under this Transaction
Document and this Schedule E "Mainframe Tower";
10. Respond expeditiously to requests from Certegy for priority job
execution; and
11. Identify possible product and technology enhancement opportunities for
improved performance and notify the IPT of these opportunities.
C. File Services
IBM shall manage files on the Machines in a manner which shall ensure the
availability and integrity of all Certegy and Authorized User data. The
file management procedures will, among other issues, require Certegy to use
industry standard access methods for file I/O data management. Included in
such responsibilities, IBM shall:
Page 4 of 17
1. Ensure that all files under IBM's control are current and available
during scheduled access times;
2. Initiate and complete required data processing activities to ensure
the data is processed, with data integrity (e.g., handling line
transmission errors) of all processed files, according to the
specifications set forth in the Procedures Manual;
3. Verify, using tools and procedures set forth in the Procedures Manual,
the successful receipt of all incoming files and the successful
processing and transmission of all outgoing files;
4. Document, maintain and, as appropriate, update and execute mutually
approved volume or file back-up and recovery procedures;
5. Provide a recovery procedure for restoring the data image to a
previous level within a mutually agreed amount of time;
6. Conduct regularly scheduled back-up and recovery procedures as set
forth in the Procedures Manual (e.g., data set restore), so as not to
impact scheduled operations and provide recommendations to the IPT
regarding back-up and recovery considerations, such as improved levels
of protection, efficiencies and cost reductions;
7. Report disk space utilization and requirements for capacity planning
purposes as a section of the monthly reports;
8. Assist and advise Certegy in utilizing disk storage resources in an
efficient and cost effective manner; and
9. Identify possible product and technology enhancement opportunities for
improved performance and notify the IPT of these opportunities.
D. Tape Management
IBM shall provide tape management services. Included in such
responsibilities, IBM shall:
1. Update Certegy's tape management procedures, as appropriate and with
Certegy's consent, including procedures related to periods of
retention of tapes, which periods were defined and provided to IBM by
Certegy for auditing purposes, and include such procedures in the
Procedures Manual;
2. Provide logging and tracking of physical tapes in and out of the Data
Center and provide required rotation of tapes for off-site vault
storage;
3. Establish and follow procedures to log and track physical tapes that
are checked in and checked out to third party vendors, Certegy, and
Authorized Users;
4. Store tapes, as appropriate, at secure off- site vault storage;
5. Complete tape mounts in sufficient time to meet production processing
requirements;
6. Complete tape mounts for non-production processing;
Page 5 of 17
7. Ensure tape media is reliable and read/write errors are kept to a
minimum;
8. Ensure adequate supplies for the tape environment are maintained and
that the scratch tape pool is sufficient to service all required
processing;
9. Retrieve archived tapes and restore required volumes or files and data
sets within the mutually agreed time frames set forth in the
Procedures Manual;
10. Upon Certegy's reasonable request, provide Certegy with the right to
monitor and access tape management operations, mailing and receipt
control; and
11. Identify possible product and technology enhancement opportunities for
improved performance and notify the IPT of these opportunities.
E. Data Base Administration
IBM shall be responsible for managing certain portions of the data base
environment. Included in such responsibilities, IBM shall:
1. Assist Certegy in planning for changes in the size of data bases due
to business growth or reduction and applications development projects,
and review and comment on Certegy's plans on a regular basis;
2. Provide operating systems data base support for DB2 Software for
Certegy's data base environments and those Certegy data base
environments established by IBM;
3. In cooperation with Certegy, monitor and report data base performance
and data base space utilization and identify, recommend and implement
practical modifications as agreed with Certegy for improved
performance;
4. Maintain and implement data base archive processes and procedures
provided by Certegy to meet Certegy's business requirements and
requests;
5. Maintain and implement data base back-up procedures provided by
Certegy, to recover from a data base outage or corrupted data base
within time frames specified in the Procedures Manual;
6. Promote data base changes into the production environment as approved
and directed by Certegy;
7. Maintain the standard data base System Software access routines and
document any changes to same under the Change Control Process;
8. Assist in problem determination and resolution of data base management
system issues including escalation to the Systems Software vendor;
9. Perform data base management system (DBMS) security administration;
and
10. Identify possible product and technology enhancement opportunities for
improved performance, and notify the IPT of these opportunities.
Page 6 of 17
Certegy will be responsible for managing the following portions of the data
base environment:
1. Physical data base definitions;
2. Data Modeling;
3. Logical database design;
4. Physical database design;
5. Physical database review and support;
6. Authorized User access (views, copy members etc.);
7. Primary responsibility for database application security;
8. Training and application development assistance;
9. DBMS backup and recovery procedures; and
10. Primary responsibility for database troubleshooting and problem
resolution.
F. Output
IBM shall provide output processing and operational support necessary to
create and deliver output files required for transmission and tape file
output. Included in such responsibilities, IBM shall:
1. Produce and deliver output files within the agreed to schedules;
2. Track, manage, communicate and resolve problems related to delivering
output files;
3. Separate, package, label, scan and track all tape output and ensure
that it is properly distributed to the mutually agreed to distribution
drop point within the mutually agreed upon time frames;
4. Ensure that all files are in the output queue and where applicable
available for transmission to the appropriate Certegy internal
departments and/or external customers within the mutually agreed upon
time frames;
5. Provide output print files to Certegy or Authorized Users for online
viewing using online view software specified in Schedule B "Mainframe
Tower" or for printing or storing at its or their respective sites;
6. Assist in finding, tracing or replacing lost or missing output;
7. Execute reruns of output requested by Certegy and notify Certegy if
rerunning any output shall impact scheduled on-line or batch
production processing; and
8. Identify possible enhancement opportunities for improved output
performance and notify the IPT of these opportunities.
Page 7 of 17
G. Quality Assurance
IBM shall be responsible for providing quality assurance services. Included
in such responsibilities, IBM shall:
1. review problem reports and recommend/implement appropriate fixes with
Certegy's approval;
2. maintain and update the Applications Software installation standards
documentation set forth in the Procedures Manual;
3. in conjunction with Certegy, review new Certegy production jobs and
JCL for correctness and conformance to mutually agreed to standards
for efficient resource utilization;
4. participate in weekly meetings, or on such other frequency agreed to
by the Parties, with Certegy designees to review any Change Request in
accordance with the Procedures Manual; and
5. prepare and distribute on a minimum of a monthly basis management
reports on key Data Center quality metrics.
H. Emergency Restoration of Services
IBM shall be responsible for providing certain emergency restoration
services. Included in such responsibilities, IBM shall:
1. develop and/or implement Data Center procedures, as required, to
support Certegy's emergency restoration of Services;
2. work with Certegy's designated emergency plan coordinator to assure
Data Center support plan meets Certegy's requirements and obtain
Certegy's approval of procedures; and
3. invoke the Disaster Recovery Plan as applicable, in accordance with
Schedule G to this Transaction Document.
I. Information Security
IBM shall provide and implement security access control tools for data,
databases and other information repositories and for applications,
operating systems and libraries in accordance with Schedule L "Mainframe
Tower" to this Transaction Document. IBM shall cooperate with and assist
Certegy and its customers to allow its or their security administrators to
complete their duties.
J. Software Support and Maintenance
IBM shall provide support for all Systems Software. IBM will be responsible
for performing the problem determination, applying maintenance fixes and
coordinating third party maintenance providers. IBM will provide Systems
Software maintenance and support as set forth in this Transaction Document.
Page 8 of 17
Included in such responsibilities, IBM shall:
1. Perform the maintenance and support responsibilities described in
Attachment 1 to Schedule E "Mainframe Tower".
2. Be responsible for providing and implementing agreed quality assurance
processes and procedures as reasonably necessary to ensure that IBM's
Systems Software maintenance and support responsibilities are executed
accurately and in a timely manner. Subject to the foregoing, the
Parties shall mutually agree upon terms and conditions for conducting
checkpoint reviews, Software testing and acceptance and other quality
assurance procedures. These procedures shall be included in the
Procedure's Manual.
3. Provide software maintenance for Systems Software listed in Schedule B
"Mainframe Tower" of this Transaction Document. IBM will employ a
maintenance methodology, including standards for work plans, design
and programming, as set forth in the Procedures Manual.
4. Apply preventative maintenance and program temporary fixes, as set
forth in this Schedule E "Mainframe Tower" and Attachment 1 to
Schedule E "Mainframe Tower", to correct defects in the Systems
Software running in the Data Center. IBM will also provide or obtain
new Versions and releases, upgrades, replacements or additional
Systems Software as agreed to by the Parties in order to perform the
Services described in this Schedule E in accordance with its
obligations under this Transaction Document. IBM will maintain the
Systems Software release levels at supported levels from the
applicable third party vendors.
5. Provide System support during Prime Time hours, and on-call support
and coverage for the System during Non-Prime Time hours, including
scheduled holidays. IBM will provide escalation procedures for IBM's
on-call support to Certegy. The actual contact listing and
organizational structure for System support will be set forth in the
Procedures Manual. IBM will also provide System support to Certegy
application programmers during critical testing periods for
Applications Software - Certegy changes or enhancements, upon receipt
of reasonable notice from Certegy.
Certegy shall be responsible for Applications Development, Applications
Maintenance, problem determination for Applications Software - Certegy and
requesting and scheduling necessary Systems resources for all Applications
Software - Certegy.
K. Training and Technical Documentation
1. IBM will provide training on the IBM Software, processes and hardware
functionality for designated Certegy personnel ("train-the-trainer").
IBM will also provide to Certegy copies of the technical documentation
for IBM Software as required, in quantities and at a frequency to be
mutually agreed upon by the Parties.
2. Certegy will provide training on the Certegy Software for designated
IBM personnel ("train-the-trainer"). Certegy will also provide copies
of the technical documentation for Certegy Software as required, in
quantities and frequency to be mutually agreed by the parties.
Page 9 of 17
L. General Support Services
1. IBM will provide and/or coordinate maintenance services for the
Machines.
2. IBM will install, rearrange and relocate the Machines in the Data
Center, at IBM's expense and with the approval of Certegy, in order to
perform the Services described in this Schedule E in such a manner so
as to minimize service impact to Certegy or its Authorized Users.
3. IBM will, as requested or as necessary or required to provide the
Services, negotiate leases, license agreements, and vendor contracts
for any leases, license agreements and vendor contracts related to the
Certegy In-scope Operations.
4. IBM shall provide Certegy with reports that, at a minimum, will
include those reports set forth below. Where possible and economically
feasible, using software and resources being used to provide the
Services, described in this Schedule E, IBM shall provide Certegy
with the capability to download data base information and create
Certegy's own reports. IBM shall provide to Certegy the following:
a) a daily morning performance report in form and substance to be
agreed upon by the Parties;
b) a monthly performance report documenting IBM's performance of the
Services as measured against the applicable Performance Standards
and Minimum Service Levels;
c) a monthly, rolling quarterly "look ahead" schedule for ongoing
and planned Data Center changes. The status of Data Center
changes will be monitored and tracked against the applicable
schedule;
d) a monthly change report setting forth a record of all changes
performed during the previous month; and
e) such documentation and other information as may be reasonably
requested by Certegy in order to verify the accuracy of the
reports specified above.
5. IBM and Certegy will jointly review vendor proposals related to the
System components affecting IBM's ability to provide the Services
described in this Schedule E to ensure existing System and future
System compatibility with changing industry standards. IBM will advise
Certegy regarding new data processing technologies as appropriate
through participation in the IPT.
6. IBM will establish and maintain contact with vendors providing
information technology services or products to Certegy and apprise
Certegy of the latest technological developments through participation
in the IPT.
7. IBM will participate in service review meetings with vendors and
service providers who provide services relating to is Transaction
Document, as reasonably requested by Certegy.
Page 10 of 17
8. The Parties will mutually determine an appropriate set of periodic
meetings to be held between representatives of Certegy and IBM. These
meetings will include the following:
a) a daily meeting among operational personnel to discuss ongoing
issues relating generally to daily performance and planned or
anticipated activities and changes;
b) a monthly management meeting of the IPT to review the performance
report, the project schedule report, the changes report, and such
other matters as appropriate;
c) meeting of the IPT to review relevant contract and performance
issues; and
d) an annual meeting to be scheduled in January or as otherwise
agreed to review the capacity requirements and Monthly Charges
and Resource Charges for the upcoming year.
M. Certegy Responsibilities
1. Certegy Software
During the term of this Transaction Document, Certegy will be responsible
for selecting, or defining requirements for, all Certegy Software. IBM
agrees to use any Certegy Software, subject to the provisions of Section
3.8 of the Master Agreement. If new Systems Software is required to support
Certegy Software, IBM will be compensated for incremental costs, if any,
associated with the new Systems Software. Certegy will also retain
responsibility for maintenance, support and all license and related charges
for all applicable Applications Software-Certegy.
Certegy shall approve all new Applications Software-Certegy prior to its
promotion into production.
2. Support Services
Certegy shall:
a) design and document application information requirements,
including report design and content, frequency of reports, and
accessibility to information;
b) be responsible for management, operations, maintenance and
support for equipment currently managed or supported outside the
Certegy In-Scope Operations;
c) be responsible for the provision of resources for business
recovery services for such other applications for which Certegy
might wish to provide recovery other than those for which
Disaster Recovery Services are to be provided by IBM pursuant to
Schedule G to this Transaction Document;
d) perform all mail, messenger, postage, and courier services for
Certegy users; and
e) perform such other Certegy activities and functions as are
described in this Transaction Document.
Page 11 of 17
ATTACHMENT 1 TO SCHEDULE E OF
TRANSACTION DOCUMENT #00-01
MAINFRAME TOWER
SERVICES RESPONSIBILITIES MATRIX
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
DESCRIPTION IBM CERTEGY
- ----------------------------------------------------------------------------------- --------------
1.0 OPERATIONS
A. Operate console X
B. Update batch schedule X A
C. Execute batch schedule X
2.0 TAPE MANAGEMENT
A. Define and provide requirements for tape processing R
B. Select tape hardware per requirements X
C. Select tape media per requirements X
D. Mount tapes X
E. Define and provide tape retention policies R
F. Implement tape retention policies X
G. Determine new tape ranges X
H. Update/maintain scratch tape inventory X
I. Provide requirements for physical tape storage X
J. Implement physical tape storage methodology X
K. Perform audit (processes, controls, etc.) of tape library X
L. Review results of tape library audit X
M. Set tapes to scratch status X
N. Tape shipping
1. Define and provide requirements for shipping tapes R
2. Ship tapes per requirements X A
3. Sign tapes in/out of tape library X
O. Tape library management
1. Define requirements for tape management system R
2. Determine tape management system X
3. Install /maintain tape management system X
4. Add new tape/Volser ranges to library system X
P. Vaulting
1. Define tape vaulting requirements R
2. Implement tape vaulting requirements X
3. Determine tape vaulting company X
4. Manage off-site tape archive storage facilities X
5. Ship/receive tapes to/from vault X
Page 12 of 17
Q. Inventory tracking
1. Inventory tapes from new business source X
2. Determine/implement tape inventory tracking X
3. Perform inventory of all tapes annually X
3.0 SYSTEMS MANAGEMENT AND CONTROL
A. File backup/recovery (recovery management)
1. Define System backup and recovery requirements A R
2. Perform System backup and recovery processes X
3. Define application backup and recovery requirements R
4. Perform application backup and recovery processes as documented X X
5. Perform application X
B. Document operations procedures X
C. Job accounting statistics X
D. Hardware planning and installation
1. Technology input X A
2. Hardware selection X A
3. Determine System hardware requirements X R
4. Participate in IPT hardware planning meetings X X
E. Capacity management
1. Define and maintain process documents for the Data Center X
2. Define Applications Software plans and requirements X
3. System capacity monitoring X
4. Application Software - Certegy capacity monitoring/management X
F. Performance management
1. Define Performance Standards and MSL X
2. Document IBM's performance against the MSL X
3. Implement System performance improvements X A
4. Provide monthly performance reports X
5. Implement application performance improvements A X
G. Change management
1. Define and maintain process documentation X
2. Provide change requirements for Applications Software - Certegy X
3. Provide change requirements for System (excluding Applications X
Software - Certegy)
4. Provide change requirements for Systems Software X
5. Conduct IPT meeting X A
6. Promote System changes to production X
7. Report on System change success X
8. Close Change Request assigned to Certegy X
9. Close Change Request assigned to IBM X
H. Executive reporting for System performance X
3.0 SYSTEM MANAGEMENT AND CONTROL PART 2
I. Problem management
1. Define and maintain the process documentation X
2. Record incident reports production problems X
3. Distribute incident reports to support X
4. Provide input on incident reports X
5. Track incident reports through resolution X
Page 13 of 17
6. Close incident reports assigned to Certegy X
7. Close incident reports assigned to IBM X
8. Perform root cause analysis for Applications Software - Certegy X
9. Perform root cause analysis for all other problems X
J. System security (i.e., RACF, CICS, TSO)
1. Administration X
2. Execution X
K. System monitoring (mainframe, CICS, etc.) X
L. Performance tuning
1. IBM Machines X
2. Applications Software - Certegy X
3. Systems Software and Application Software - IBM X
M. Provide input and assist to troubleshooting
1. Systems Software X
2. Application Software - Certegy X
N. Perform troubleshooting/problem resolution X
O. Provide Applications Software programmer assistance A
P. Provide input on System backup/recovery requirements X
Q. Perform System backup/recovery procedures X
R. Perform System backup/recovery job execution X
S. Perform VTAM/NCP installation X
T. New technology/product research
1. System technology input/review P S
2. System technology selection P S
3. Technology implementation X
U. New technology/product research (existing scope)
1. Technology input/review p S
2. Technology selection P S
3. Technology implementation X
V. VTAM/NCP change
1. Consult on protocol, interface standards, connectivity A X
2. FEP configuration management and documentation X
4.0 DATA BASE ADMINISTRATION
A. Data modeling X
B. Logical database design X
C. DBMS (data base management system) maintenance X
D. Physical database design X
E. Physical database review/support X
F. Provide input/assistance to DBA X
G. User access (views, copy members) X
H. Systems Software (DBMS Security) X
I. DBMS capacity planning A X
J. DBMS performance management A X
K. Input into DBMS capacity/performance management X
L. DBMS performance utilization tracking A X
M. Assist in DBMS performance analysis X
N. Develop database backup/recovery procedures X
O. Develop DBMS Systems Software backup/recovery procedures X
P. Execute Applications Software - Certegy backup/recovery jobs A X
Page 14 of 17
Q. Database troubleshooting/resolution A X
5.0 FAILURE AND DISASTER RECOVERY
A. Define Disaster Recovery requirements X
B. Define customer connectivity requirements X
C. Maintain Disaster Recovery Plan X A
D. Coordinate Disaster Recovery testing X A
E. Perform Disaster Recovery testing for System X A
E2. Perform Disaster Recovery testing for Applications Software - Certegy A X
F. Declare Disaster X
G. Execute Data Center Disaster Recovery procedures X A
H. Execute network Disaster Recovery procedures X A
I. Execute Applications Software - Certegy disaster recovery procedures A X
J. Resolve Machine failure X
K. Resolve Systems Software failure X
L. Resolve Applications Software - Certegy failure X
M. Resolve Applications Software - IBM failure X
6.0 DASD MANAGEMENT
A. Provide capacity plan for storage requirements X
B. Physical design X
C. Capacity planning for hardware X
D. Performance management X
E. Performance utilization tracking X
F. Perform System backup/recovery procedures X
F2. Perform Applications Software - Certegy data backup/recovery procedures X
G. Troubleshooting/resolution X
7.0 PRODUCTION CONTROL
A. Scheduling Systems Software
1. Install/update changes X
2. Scheduler testing/support X
3. Build scheduler plans X A
4. Execute production jobs X
B. Production scheduling
1. Input to JCL standards X
2. Develop/maintain JCL standards A X
3. Review JCL for standards compliance X
4. Code and test JCL X
5. Document job flow/job streams-development team S p
6. Document job restart/rerun-development team S p
7. Document job prerequisites and priorities S p
8. Maintain scheduling manual in production control X
9. Provide and maintain application run-books X
C. Promote production code X A
D. Parameter card input X
E. Parameter card update - Certegy managed X
F. Parameter card update - IBM managed X
G. Certegy calendar/scheduler input X
H. Scheduling calendar X
Page 15 of 17
I. Batch test schedule
1. Define/develop test requirements X
2. Execute test batch cycle A X
J. Batch/online production schedule
1. Provide scheduler input (production job requirements) X
2. Scheduler updates X
3. Provide input on scheduling conflicts X
4. Resolve scheduling conflicts A X
5. Execution X
6. Production checks and balances process A X
K. Job execution
1. Monitor production job execution X
2. Address/escalate batch failures as documented X
3. Maintain application support documentation X
L. Applications Software installation
1. Acceptance testing X
2. Verification/approval process X
3. Promote to production X A
N. Systems Software support
1. Maintain Systems Software at supported levels X
2. Maintain Systems Software utilities and products X
3. Select Systems Software P S
4. Implement Systems Software X
5. Interface to vendors for problem resolution X
P. Advise of Systems Software change impact X
8.0 MAINFRAME INFORMATION AND DATA NETWORK SECURITY
A. Install, maintain and upgrade new or existing security software X
B. Define access control software requirements X
C. Maintain the access control software X
D. Identify and document the data security requirements X
E. Implement the documented protection requirements for End User data X
F. Manage logon IDs and authorities for IBM employees X A
G. Identify Certegy employees Logon and authorities R
H. Manage logon IDs and authorities for Certegy employees X
I. Establish criteria for management and reset of users' passwords A X
J. Review, approve and grant requests for privileged user authorities X R
K. Applications Software password authorization and administration X
L. Logs and alerts monitoring and response X R/A
M. Incident investigation X X
N. Security audit A R
O. Mainframe file controls A R
P. Identify all dial-in services and Authorized Users of the Services A X
Q. Maintain security controls for dial-in services X
R. Add, change and delete users' access to the dial-in services X R
9.0 PHYSICAL FACILITIES AND SECURITY
A. Provide physical facilities X
B. Provide Certegy with IBM's security standards and practices X
C. Review security policies and procedures for effectiveness X A
Page 16 of 17
D. Maintain and update the security section of the Procedures Manual X
E. Provide physical security controls at the Data Center X
F. Restrict access to the Data Center to authorized personnel only X
G. Conduct periodic reviews of the Data Center access control logs X
H. Implement controls which protect printed output under IBM control X
J. Provide secure storage for portable storage media X
K. Badge distribution, alarm monitoring and response at Data Center X
L. Data Center emergency response (fire, medical, first aid, bomb threat) X
10.0 APPLICATIONS SOFTWARE - CERTEGY SERVICE DELIVERY
A. Resolve scheduling conflicts X
B. Resolve cycle abends X
C. Establish and maintain escalation procedures X
D. Establish Performance Standards and Minimum Service Levels related to X
Applications Software - Certegy performance
E. Perform root cause analysis X
F. Report Applications Software - Certegy incident report resolution X
statistics
G. Institute Applications Software - Certegy run time improvements (RTIs) A X
10.0 APPLICATIONS SOFTWARE - IBM SERVICE DELIVERY
A. Resolve scheduling conflicts X
B. Resolve cycle abends X
C. Establish and maintain escalation procedures for Performance Standards X
and Minimum Service Levels
D. Establish Software performance X
E. Perform root cause analysis X
F. Report Applications Software - IBM incident report resolution statistics X
G. Institute Applications Software - IBM run time improvements (RTIs) X A
Page 17 of 17
SCHEDULE E OF
TRANSACTION DOCUMENT #01-01
NETWORK TOWER
SERVICES, LOCATION OF FACILITIES, OPERATIONAL AND FINANCIAL RESPONSIBILITIES
1.0 INTRODUCTION
1.1 This Schedule E - Network Tower describes certain duties, obligations
and responsibilities of IBM and Certegy as related to the Network Tower
operations and management.
1.2 During the term of the Transaction Document, IBM will provide services
to Certegy from the Data Center using the Machines, the Applications
Software and the Systems Software provided by Certegy and IBM as
required by this Schedule - Network Tower. Additionally, IBM will
provide such other services as requested and approved by Certegy during
the term of this Transaction Document as New Services in accordance with
Section 3.12 and Section 9.6 of the Master Agreement.
1.3 The descriptions contained in this Schedule E - Network Tower of
specific types of services, and methods and procedures used to perform
such services, set forth how IBM will deliver the Network Tower Services
described herein.
1.4 Definitions:
1.4.1 "NETWORK INTER DATA CENTER SERVICES" means the Network Services that are
required to support the transmission of data between the Data Centers.
1.4.2 "NETWORK SUPPORT ACCESS SERVICES" means the Network Services that are
required to provide Certegy and Authorized Users with access to the
Systems.
1.4.3 "NON-PRIME TIME" means all hours other than Prime Time.
1.4.4 "PRIME TIME" means for New Zealand processing 8:00 am - 8:00 pm New
Zealand time and for Australia processing means 8:00 am - 8:00 pm
Melbourne, Australia time, Monday through Friday.
All capitalized terms used and not defined in this Schedule E - Network Tower
shall have the meanings given them elsewhere in the Agreement.
2.0 NETWORK SERVICES MANAGEMENT
IBM shall be responsible for the operation and management of the Network Inter
Data Center Services and Network Support Access Services. These responsibilities
shall include establishing and maintaining a properly trained and adequately
staffed IBM population, including necessary management and support staff.
2.1 Network Service Operation
2.1.1 IBM shall provide, monitor and manage the agreed Network Services further
described in Schedule D - Network Tower. Included in such
responsibilities, IBM shall:
1. Provide equipment and alarm monitoring and management from Advantra's
network management centers, in accordance with the Minimum Service
Levels set forth in Schedule S - Network Tower. Alarms which require
additional remedial activity will be designated as faults;
2. Monitor and manage the telecommunications carrier provided Frame
Relay connections and notify customer and the carrier in the case of
a disruption in service due to a fault condition;
3. Provide router and network diagnosis of faults relating to carriage
services;
4. Initiate a dial connection to the managed routers to perform
management tasks. Modems provided by Advantra at each of the
Nominated Sites are installed solely for the purpose of the provision
of the Services under this Transaction Document. Advantra will retain
ownership of all modem equipment and associated software used to
provide these particular services and be responsible to provide and
administer secure access via these components;
5. Provide change management relating to Network access, configuration
and equipment configuration at the Nominated Site. Review any new
requirements and make recommendations on technology, configuration
and implementation schedules to the install base, within the current
scope of works;
6. Provide regular software upgrades consisting of recent releases of
equipment software for routers, LAN switches and firewalls;
7. Provide problem management, which includes logging, tracking and
escalation of reported problems, based on IBM specified service
assurance severity codes, listed in Schedule S - Network Tower;
8. Electronically provide appropriate trouble ticket records for network
related faults identified by Certegy, its Authorized Users, IBM,
Advantra, or AT&T from IBM's trouble ticket system;
9. Provide System support during Prime Time hours, and on-call support
and coverage for the System during Non-Prime Time hours, including
scheduled holidays. IBM will provide escalation procedures for IBM's
on-call support to Certegy which will be set forth in the Procedures
Manual;
10. Provide an internal escalation point within IBM; and
11. Provide management liaison between IBM, AT&T, Advantra, Certegy and
its Authorized Users.
2.2 Network Service management
Page 2 of 8
2.2.1 IBM shall work together with Certegy to ensure that the required service
management activities are identified within the Procedures Manual and
followed within the delivery of the portions of the Services described in
this Network Tower. As part of its responsibilities, IBM shall:
1. Schedule Systems Software and Machines maintenance so as to minimize
interference with Certegy and Certegy customers;
2. Perform daily monitoring of utilization and efficiencies and provide
monthly reporting on performance and capacity trends as measured
against workloads for the Machines and Systems Software and provide
recommendations;
3. Liaise and coordinate the Services provided by subcontractors and
external vendors;
4. Make no change to the production environment without the prior
approval of Certegy; provided, however, that if Certegy's refusal to
agree to a change to the production environment causes demonstrable
impact on IBM's ability to meet any Performance Standard or Minimum
Service Level, then Certegy shall excuse IBM from those Performance
Standard(s) or Minimum Service Level(s) to the extent such failure is
due directly to Certegy's refusal to allow change to the production
environment;
5. Schedule all Data Center projects so as not to unreasonably interrupt
Certegy business operations; all such projects must receive the prior
approval of the IPT;
6. Maintain and update the Network installation standards documentation
set forth in the Procedures Manual;
7. Participate in weekly meetings, or on such other frequency agreed to
by the Parties, with Certegy designees to review any Change Request
in accordance with the Procedures Manual;
8. Prepare and distribute on a minimum of a monthly basis management
reports on key data center quality metrics;
9. Provide and implement security access control tools for data,
databases and other information repositories and for applications,
operating systems and libraries in accordance with Schedule L -
Network Tower to this Transaction Document. IBM shall cooperate with
and assist Certegy and its customers to allow its or their security
administrators to complete their duties; and
10. Be responsible for providing and implementing agreed quality
assurance processes and procedures as reasonably necessary to ensure
that IBM's Systems Software maintenance and support responsibilities
are executed accurately and in a timely manner. Subject to the
foregoing, the Parties shall mutually agree upon terms and conditions
for conducting checkpoint reviews, Software testing and acceptance
and other quality assurance procedures. These procedures shall be
included in the Procedures Manual.
2.3 Emergency Restoration of Services
2.3.1 IBM shall be responsible for providing certain emergency restoration
services. Included in such responsibilities, IBM shall:
Page 3 of 8
1. Develop and/or implement Data Center procedures, as required, to
support Certegy's emergency restoration of services; work with
Certegy's designated emergency plan coordinator to assure Data Center
support plan meets Certegy's requirements and obtain Certegy's
approval of procedures; and
2. Invoke the Disaster Recovery Plan as applicable, in accordance with
Schedule G to the Transaction Document.
2.4 Vendor Liaison and Coordination
2.4.1 IBM shall be responsible for liaising and coordinating the actions and
services of external vendors and parties as required to support the
services defined in this Schedule E - Network Tower and in Schedule D -
Network Tower. As part of these responsibilities, IBM shall:
1. Negotiate, as requested or as necessary or required to provide the
Mainframe Tower services, negotiate leases, license agreements, and
vendor contracts for any leases, license agreements and vendor
contracts related to the Certegy In-scope Operations;
2. Participate in service review meetings with vendors and service
providers who provide services relating to the Transaction Document,
as reasonably requested by Certegy;
3. Jointly review, in conjunction with Certegy, vendor proposals related
to the System components affecting IBM's ability to provide the
Services to ensure existing and future systems' compatibility with
changing industry standards. IBM will advise Certegy regarding new
data processing technologies as appropriate through participation in
the IPT; and
4. Establish and maintain contact with vendors providing information
technology services or products to Certegy and apprise Certegy of the
latest technological developments through participation in the IPT.
2.5 Reports and Meetings
2.5.1 IBM shall cooperate and work with Certegy to ensure that the coordination
and reporting requirements of Certegy are supported as commercially
reasonable. IBM and Certegy will define and mutually agree on the reports
and meetings that will be required, and record these within the Procedures
Manual. These responsibilities include without limitation:
1. A daily morning performance report in form and substance to be agreed
upon by the Parties;
2. A monthly performance report documenting IBM's performance of the
Services as measured against the applicable Performance Standards and
Minimum Service Levels;
3. A monthly, rolling quarterly "look ahead" schedule for ongoing and
planned Data Center changes. The status of Data Center changes will
be monitored and tracked against the applicable schedule;
4. A monthly change report setting forth a record of all changes
performed during the previous month;
Page 4 of 8
5. Provision of such documentation and other information as may be
reasonably requested by Certegy in order to verify the accuracy of
the reports specified above;
6. A daily meeting among operational personnel to discuss ongoing
issues relating generally to daily performance and planned or
anticipated activities and changes;
7. A monthly management meeting of the IPT to review the performance
report, the project schedule report, the changes report, and such
other matters as appropriate;
8. Meeting of the IPT to review relevant contract and performance
issues; and
9. An annual meeting to be scheduled in January of each calendar year
during the term of this Transaction Document or as otherwise agreed
to review the capacity requirements and Monthly Charges for the
upcoming year.
2.6 Certegy Responsibilities
2.6.1 Certegy has some core responsibilities in the design and operation of the
Network Services. These responsibilities include without limitation:
1. Provision and management of the services not included within the
Services defined in Schedule D - Network Tower;
2. Definition, with IBM's cooperation, of the network capacity
requirements and configuration inclusive of the requirements of the
Data Center backup plans and associated services;
3. Definition, with IBM's cooperation, of the security requirements of
the data;
4. Management of the transmission requirements of the application data
in terms of ensuring that adequate services are in place and that all
data is to be transmitted using the defined Network protocol;
5. Cooperation with IBM in managing the required changes in terms of
scheduling and approving the changes requested by IBM;
6. Cooperation with IBM in attending and supporting the required
meetings; and
7. Management of the liaison with Certegy's Authorized User change
control and management processes.
Page 5 of 8
ATTACHMENT 1 TO
SCHEDULE E
OF TRANSACTION DOCUMENT #00-01
NETWORK TOWER
SERVICES RESPONSIBILITIES MATRIX
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
NETWORK TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
- ----------------------------------------------------------------------------- ---- -------
1.0 TECHNICAL OPERATIONS
A. Monitor network services and connections X
B. Identify problems X A
C. Raise problem tickets for problems and incidents X
D. Follow agreed problem management processes X X
E. Ensure that problem management complies with agreed targets X
F. Maintain and support Network software and services X
G. Install and test required and approved upgrades to network services X
G. Provide 7/24 support for the Network Tower X
2.0 NETWORK MANAGEMENT
A. Define and provide requirements for Network A X
B. Define network capacity requirements X
C. Select network services per requirements X A
D. Implement application data transfer standards X
E. Manage and support applications transferring data X
F. Update and maintain the Procedures Manual X A
G. Monitor and track network utilization and transfer rates X
H. Provide reports on network utilization X
I. Schedule agreed Network planning and management meetings X
J. Attend agreed Network planning and management meetings X X
3.0 SYSTEM MANAGEMENT AND CONTROL
A. Follow agreed change management processes X X
B. Document operations procedures X
C. Job accounting statistics X
D. Hardware planning and installation
1. Technology input X A
2. Hardware selection X
3. Determine Hardware Data Center requirements X
4. Participate in IPT hardware planning meetings X X
E. Capacity management
2. Define Applications Software plans and requirements X
3. Capacity monitoring/management X
F. Performance management
1. Define Performance Standards and MSL X
2. Document IBM's performance against the MSL X
3. Implement System performance improvements X X
Page 6 of 8
4. Provide monthly performance reports X
5. Implement application performance improvements A X
G. Change management
1. Define and maintain process documentation X
2. Provide change requirements for Applications Software X
3. Provide change requirements for IBM X
4. Provide change requirements for Systems Software X
5. Conduct IPT meeting X A
6. Promote System changes to production X
7. Report on System change success X
8. Close Change Request assigned to Certegy X
9. Close Change Request assigned to IBM X
H. Executive reporting for system performance X
3.0 SYSTEMS MANAGEMENT AND CONTROL PART 2
I. Problem management
1. Define and maintain the process documentation X
2. Record incident reports production problems X
3. Distribute incident reports to support X
4. Provide input on incident reports X
5. Track incident reports through resolution X
6. Close incident reports assigned to Certegy X
7. Close incident reports assigned to IBM X
8. Perform root cause analysis for Applications X
9. Perform root cause analysis for all other problems X
J. System security (i.e., RACF,CICS, TSO)
1. Administration X
2. Execution X
K. System monitoring (mainframe, CICS, etc.) X
L. Performance tuning
1. IBM Machines X
2. Applications Software - Certegy X
3. Systems Software and Application Software - IBM X
M. Provide input and assist to troubleshooting X
N. Perform troubleshooting/problem resolution X
O. Provide Applications Software programmer assistance A
P. Provide input on System backup/recovery requirements X
Q. Perform System backup/recovery procedures X
R. Perform System backup/recovery job execution X
S. Perform VTAM/NCP installation X
T. New technology/product research
1. System technology input/review P S
2. System technology selection P S
3. Technology implementation X
U. New technology/product research (existing scope)
1. Technology input/review P S
2. Technology selection P S
3. Technology implementation X
V. VTAM/NCP change
1. Consult on protocol, interface standards, connectivity A X
2. FEP configuration management and documentation X
Page 7 of 8
W. Equipment Security (router diagnostic access, router links, etc.)
1. Administration X
2. Execution X
4.0 FAILURE AND DISASTER RECOVERY
A. Define Disaster Recovery Requirements X
B. Define customer connectivity requirements X
C. Maintain Disaster Recovery Plan X A
D. Coordinate Disaster Recovery testing X A
E. Perform Disaster Recovery testing for System X A
E2.Perform Disaster Recovery testing for Applications Software A X
F. Declare Disaster X
G. Execute Data Center Disaster Recovery procedures X A
H. Execute network Disaster Recovery procedures X A
I. Execute Applications Software - Certegy disaster recovery procedures X
J. Resolve Data Center Machine failure X
K. Resolve Systems Software failure X
L. Resolve Applications Software - Certegy failure X
M. Resolve Applications Software - IBM failure X
N. Resolve Network Services failures X
5.0 DATA NETWORK SECURITY
A. Install, maintain and upgrade new or existing security software X
B. Define access control software and hardware requirements X
C. Maintain the access control software and hardware X
D. Identify and document the data security requirements X
E. Implement the documented protection requirements for End-User data X
F. Logs and alerts monitoring and response X R/A
G. Incident investigation X X
H. Security audit A X
I. Identify all dial-in services and Authorized Users of the Services A X
J. Maintain security controls for dial-in services X
K. Add, change and delete users' access to the dial-in services X R
6.0 PHYSICAL FACILITIES AND SECURITY
A. Provide physical facilities on IBM site X
B. Provide physical facilities at Certegy or NAG site X
C. Provide Certegy with IBM's security standards and practices X
D. Review security policies and procedures for effectiveness X
E. Maintain and update the security section of the Procedures Manual X
F. Provide physical security controls at the IBM Data Center X
G. Restrict access to the IBM Data Center to authorized personnel only X
H. Conduct periodic reviews of the IBM Data Center access control logs X
Page 8 of 8
Schedule F of
Transaction Document #01 -01
Mainframe Tower
Leases, Licenses and other Third Party Agreements
Section F-l of Schedule F lists the Mainframe Tower leases for which IBM is
assuming financial, management and/or administrative responsibility as attorney
in fact for Certegy.
SECTION F-1 - LEASES FOR MAINFRAME TOWER
IBM IS NOT RESPONSIBLE FOR ANY MAINFRAME TOWER LEASES FOR CERTEGY AS
OF THE COMMENCEMENT DATE
Section F-2 of Schedule F lists the Mainframe Tower IBM software licenses for
which IBM is assuming financial, management and/or administrative responsibility
as attorney in tact for Certegy.
SECTION F-2 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
IBM
l 5648-063 ACF/NCP IBM I I I I
2 5668-738 ACF/NCP FOR 3745/3720 IBM I I I I
3 5655 041 ACF/SSP FOR MVS IBM I I I I
4 5695 117 ACF/VTAM (MVS/ESA) IBM I I I I
5 5655-018 CICS/ESA 4.1 IBM I I I I
6 5688-958 COBOL II 4.0 IBM I I I I
7 5668-197 COBOL II VS COMP/LIB/DEBUG IBM I I I I
8 5668-198 COBOL LANG ENVIRON MVS IBM I I I I
9 5688-188 C370 LIBRARY LE IBM I I I I
10 5695-DB2 DB2 MVS VERSION 4 IBM I I I I
11 5695-DF1 DFSMS IBM I I I I
12 DFSORT IBM I I I I
13 DFDSS IBM I I I I
14 DFHSM IBM I I I I
15 FTP IBM I I I I
16 5696-234 HIGH LEVEL ASSEMBLER IBM I I I I
17 ICF/CATALOG IBM I I I I
18 INFOMAN IBM I I I I
19 5665-402 ISDF/PDF V4 FOR MVS IBM I I I I
20 JES2 IBM I I I I
21 5655-007 NETVIEW EBM I I I I
22 5665-333 NPM (NETVIEW PERF MON) IBM I I I I
23 OPC/ESA IBM I I I I
24 OS390 IBM I I I I
25 5668-911 OSPL/1 V2 LIBRARY IBM I I I I
26 5688-190 PAGE PRINT FORMAT IBM I I I I
27 5665-351 PPFA/MVS IBM I I I I
28 5698-040 PSF/MVS IBM I I I I
29 QMF IBM I I I I
30 5655-084 RMF IBM I I I I
31 5688-197 SAA AD/CYCLE COBOL/370 IBM I I I I
32 5665-488 SDSF MVS/ESA IBM I I I I
33 5668-949 SMP/E IBM I I I I
34 5655-HAL TCP/IP FOR MVS IBM I I I I
35 TPNS IBM I I I I
36 5685-025 TSO/E (MVS/ESA) IBM I I I I
Page 1 of 2
SECTION F-2 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
37 RACF IBM I I I I
38 5665-311 3270 PC FILE TRANSFER (MVS) IBM I I I I
Section F-3 of Schedule F lists the Mainframe Tower Third Party Agreements for
which IBM is assuming financial, management and/or administrative responsibility
as attorney in fact for Certegy.
SECTION F-3 MAINFRAME TOWER: SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM ------------------------------------
NO. VENDOR SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
- ---- -------- ------------------------- -------- ------- ------ -------- ------
l Exec Computing JOBSCAN IBM I I I NA
2 SDA PDSMAN IBM I I I INA
3 BMC STOP/X3711 IBM I I I NA
4 Candle OMEGAMON/II MVS IBM I I I NA
5 Candle OMEGAMON CICS IBM I I I NA
6 CA OPTIMIZER AND RT Library IBM I I I NA
7 CA CAI IBM I I I NA
8 CA ENDEAVOR IBM I I I NA
9 Compuware ABEND AID/CICS IBM I I I NA
10 Compuware ABEND-AID/MVS IBM I I I NA
11 Compuware XPEDITER/TSO(C+A) IBM I I I NA
12 Compuware XPEDITER CICS(C+A) IBM I I I NA
13 Compuware STROBE BASE IBM I I I NA
14 Compuware FILEAID MVS IBM I I I NA
15 IDP FDR/ABR IBM I I I NA
16 IDP IAM IBM I I I NA
17 Execp VPS IBM I I I NA
18 Execp SYNCSORT MVS IBM I I I NA
19 Sterling Commerce CONNECT DIRECT (MVS) IBM I I I NA
20 MQ SERIES IBM I I I NA
NOTES:
(1) "OPER" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges
Maintenance Releases, Versions and any other related charges for the
Systems Software listed in this Schedule.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections and minor enhancements (but not necessarily the financial
responsibility for such) for the Systems Software listed in this Schedule.
(4) "DEV" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades or major
enhancements for the Systems Software listed in this Schedule.
Page 2 of 2
Schedule F of
Transaction Document #01-01
Network Tower
Leases, Licenses and other Third Party Agreements
Section F-l of Schedule F lists the Network Tower leases for which IBM is
assuming financial, management and/or administrative responsibility as attorney
in fact for Equifax.
SECTION F-1 - LEASES FOR NETWORK TOWER
IBM IS NOT RESPONSIBLE FOR ANY NETWORK TOWER LEASES FOR CERTEGY AS
OF THE COMMENCEMENT DATE
Section F-2 of Schedule F lists the Network Tower software licenses for which
IBM is assuming financial, management and/or administrative responsibility as
attorney in fact for Equifax.
SECTION F-2 - LICENSES FOR NETWORK TOWER
IBM RESPONSIBILITIES
ITEM ---------------------------------------
NBR VENDOR NAME DESCRIPTION FINANCIAL MANAGEMENT ADMINISTRATIVE
- ---- ----------- ----------- --------- ---------- --------------
Section F-3 of Schedule F lists the Network Tower Third Party Agreements for
which IBM is assuming financial, management and/or administrative responsibility
as attorney in fact for Equifax.
SECTION F-3 - THIRD PARTY AGREEMENTS FOR NETWORK TOWER
IBM IS NOT RESPONSIBLE FOR ANY NETWORK TOWER THIRD PARTY
AGREEMENTS FOR EQUIFAX AS OF THE COMMENCEMENT DATE
Page 1 of 1
SCHEDULE G OF
TRANSACTION DOCUMENT #01-01
MAINFRAME TOWER
DISASTER RECOVERY SERVICES
1.0 INTRODUCTION
1.1 IBM will provide Disaster Recovery Services for Mainframe Tower and the
Network Tower for Certegy as described within this Schedule. This Schedule
is intended to describe all aspects of the services to be provided and
include the roles and responsibilities of both Certegy and IBM in planning,
testing and supporting Disaster Recovery for the Systems and the
applications.
1.2 IBM will be responsible for the provision of Disaster Recovery Services to
Certegy based on the roles and responsibilities in Attachment 1, the
Disaster Recovery Responsibilities Matrix.
1.3 The Parties' Disaster Recovery Services responsibilities shall include, but
not be limited to, the following:
1. IBM and Certegy will discuss and agree on the readiness of the Certegy
Application Disaster Recovery Plan and the IBM System Disaster
Recovery Plan;
2. IBM and Certegy will jointly plan and IBM will execute an initial
Disaster Recovery test at a time to be agreed and subject to the
commencement of the Standby Production Services;
3. IBM will provide dedicated hardware and the defined network
infrastructure as agreed at the backup site;
4. The Parties agree to review the DASD service and data transfer
services required to support the Target Recovery Times for the
Critical Applications and achieve agreement on the defined service 60
days prior to the scheduled implementation of the Standby Production
Service;
5. The Parties agree to review the Data Center to be used as the backup
site as part of the review process defined in Clause 1.3.4;
6. IBM will design, implement system backup and recovery processes and
procedures;
7. Certegy will design, implement application and database backup and
recovery processes;
8. It is the intent of both Parties that the Critical Business
Applications Systems and target recovery times as identified in
Attachment 2 will be the goals of the jointly developed Disaster
Recovery Plan, and both Parties agree to work together to achieve
these targets;
9. The Parties will be jointly responsible for the initiation, support
and execution of the testing and performance of the Recovery Plan with
the Parties respective roles being consistent with the roles set forth
in this Schedule;
10. In the event of a Disaster declaration, IBM and Certegy will jointly
support the execution of the Restoration; and
11. The service levels defined in Schedule S will be subject to the Force
Majeure clause in Section 17.3 of the Master Agreement.
2.0 DEFINITIONS
2.1 "COLD SITE" means a fully constructed facility that provides all Hot-Site
physical services and utilities necessary to support Certegy's computer
environment. It does not have installed computer hardware or network
equipment.
2.2 "CRITICAL BUSINESS APPLICATION SYSTEMS" means the applications specified by
Certegy to support Certegy's vital business functions in the event of a
Disaster. The Critical Business Application Systems are set forth in
Attachment 2 hereto.
2.3 "CRITICAL SYSTEM PROCESS" means any application process that is required to
support the Critical Business Applications Systems.
2.4 "DISASTER" means any unplanned interruption of information processing for
Certegy, due to causes beyond the control of Certegy or IBM, which
significantly impair the ability of IBM or Certegy to perform the Services
and to operate the Critical Business Application Systems at the Data Center
facility.
2.5 "DISASTER RECOVERY" means the Restoration, at a location other than the
Data Center, of Critical Business Application Systems, Critical System
Processes and related Network connectivity following a declared Disaster.
2.6 "DISASTER RECOVERY PLAN" or "PLAN" means the mutually agreed upon plan for
recovering Certegy's Critical Business Application Systems necessary for
continuation of the vital business processes of Certegy.
2.7 "CERTEGY CONFIGURATION" means the hardware, software and/or Data Network
equipment requested by Certegy as part of the Standby Production Service.
2.8 "HOT-SITE" means a fully equipped data center environment, which contains
the IBM Configuration.
2.9 "IBM CONFIGURATION" means the hardware, software and Data Network equipment
provided by IBM, as set forth in the Disaster Recovery Plan, designated for
support of the Critical Business Application Systems during a declared
Disaster.
2.10 "MINIMUM RPP DISASTER RECOVERY CAPACITY" is the CPU capacity requested by
Certegy for the Standby Production Service RPP Baseline as listed in
Schedule J.
2.11 RECOVERY CENTER" means the facility from which IBM provides Disaster
Recovery Services.
2.12 "RESTORATION" means the point in time at which the Critical Business
Application Systems have all data files recovered the System, Network
access and Applications are reinstated after the declaration of a Disaster
and is ready for the Critical Business Application Systems to begin
processing as agreed to be sufficient to allow achievement of the MSLs
identified in Schedule S.
Page 2 of 11
2.13 "RECOVERY TIMES" means the Recovery Times for Critical Business Application
Systems set as set forth in Attachment 2 hereto, which both IBM and Certegy
will work together to achieve recovery of the Systems and the
Applications-Certegy within.
2.14 "STANDBY PRODUCTION SERVICE" means the Services requested by Certegy as
required to support the Recovery of the Applications as described in the
Resource Baselines for Standby Production Services, the Network Services
identified in Schedule D - Network and the roles and responsibilities
defined in this Schedule G.
3.0 DISASTER RECOVERY PLAN
3.1 The Disaster Recovery Plan will include, but will not be limited to, the
following:
1. a brief description of the Critical Systems Process and functions;
2. a listing of the Critical Business Application Systems;
3. the agreed target recovery times for each Critical Business
Application Systems;
4. the hardware equipment comprising the IBM Configuration used for
Disaster Recovery;
5. IBM's and Certegy's recovery responsibilities;
6. copies of the System recovery plans and procedures;
7. copies o the Applications Software - Certegy recovery plans and
procedures;
8. escalation processes and critical staff list for both IBM and Certegy;
9. contact listings of Certegy and IBM key personnel on the recovery
management team;
10. identification of recovery teams;
11. Disaster declaration process;
12. names of those Certegy individuals who are authorized to declare a
Disaster;
13. backup processes and components;
14. the schedule for the periodic tape backup of Critical Business
Application Systems;
15. the location and schedule for off-site storage of the tape backups;
16. notification procedures;
17. recovery information, procedures, schedules, etc.; and
18. procedures for maintaining the Disaster Recovery Plan.
Page 3 of 11
4.0 IBM'S DISASTER RECOVERY PLAN RESPONSIBILITIES
4.1 As part of its Disaster Recovery responsibilities, IBM shall:
1. provide a representative who is knowledgeable in Disaster Recovery
planning and the Disaster Recovery Plan (the "IBM Disaster Recovery
Coordinator") to serve as a single point of contact for Certegy's
Disaster Recovery related communications and activities. The IBM
Disaster Recovery Coordinator will be responsible for the development,
maintenance, documentation and testing of the System Disaster Recovery
Plan;
2. in cooperation with Certegy, review, and update if necessary, the
Disaster Recovery Plan on an annual basis or as warranted by business
and/or technical changes to ensure compatibility with Certegy's and
IBM's overall Disaster Recovery strategies and related plans;
3. provide and support the Standby Production Service infrastructure as
requested by Certegy;
4. provide the System backup and recovery plans as required to meet the
agreed recovery requirements and timetable;
5. in cooperation with Certegy test the Disaster Recovery Plan twice
annually to ensure the Plan remains practicable and current;
6. provide up to seventy-two (72) hours per test per year at the Recovery
Center for testing Certegy's Disaster Recovery Plan and provide
Certegy with a detailed written stat us report within fourteen (14)
business days following each Disaster Recovery test as well as
recommendations and an action plan to correct any deficiencies;
7. provide System recovery to the last backup cycle available from tapes
rotated to the off- site storage location or as superceded by the
cross-site data management and duplication processes;
8. provide overall project management in the event of a Disaster or
scheduled test;
9. verify that problem resolution during tests is performed in a timely
manner;
10. ensure that adequate staff resources are available to support the
Restoration of the System at all times;
11. schedule two (2) tests per year at dates and times acceptable to both
Certegy and IBM, and
12. work with Certegy to review, and update if necessary, the Critical
Business Application Systems lists on an ongoing basis and present the
results to the IPT. The IPT will resolve any financial implications
that may result from such review and update.
5.0 CERTEGY'S DISASTER RECOVERY PLAN RESPONSIBILITIES
5.1 Certegy's responsibilities:
Page 4 of 11
1. Certegy will provide a representative who is knowledgeable in Disaster
Recovery planning and the Disaster Recovery Plan (the "Certegy
Disaster Recovery Coordinator") to serve as a single point of contact
for Certegy's Disaster Recovery related communications and activities.
The Certegy Disaster Recovery Coordinator will be responsible for the
development, maintenance, documentation and testing of the Application
Disaster Recovery Plan;
2. in cooperation with IBM, review, and update if necessary, the Disaster
Recovery Plan on an annual basis or as warranted by business and/or
technical changes to ensure compatibility with Certegy's and IBM's
overall Disaster Recovery strategies and related plans;
3. ensure that the Standby Production Services Baselines and the
configurations and capacities that comprise the Network Services are
sufficient to meet the Disaster Recovery requirements of the
Applications Software, in terms of the support of the recovery and in
terms of the ability of the System to meet the agreed MSL as defined
in Schedule S;
4. provide the Application backup and recovery plans as required to meet
the agreed recovery requirements and timetable;
5. in cooperation with IBM, test the Disaster Recovery Plan twice
annually to ensure the Plan remains practicable and current;
6. provide resources to support the testing of the Plan;
7. provide the IBM Disaster Recovery Coordinator with sufficient
information to support the reporting of the Disaster Recovery test as
well as recommendations and an action plan to correct any
deficiencies;
8. provide application and database recovery to the last backup cycle
available from tapes rotated to the off-site storage location or as
superceded by the cross-site data management and duplication
processes;
9. provide project management for Recovery of the Applications in the
event of a Disaster or scheduled test;
10. request additional test time if required to develop and test the Plan;
11. ensure that adequate staff resources are available to support the
Application Disaster Recovery at all times;
12. provide the interface for auditing entities that require review of the
Disaster Recovery Plan and/or test results;
13. schedule two (2) tests per year at dates and times acceptable to both
Certegy and IBM, and
14. work with IBM to review and update if necessary, the Critical Business
Application Systems lists on a quarterly basis and present the results
to the IPT. The IPT will resolve any financial implications that may
result from such review and update.
Page 5 of 11
6.0 DATA CENTER DISASTER DECLARATION AND RECOVERY
6.1 The key responsibilities in the event of a Disaster are:
6.1.1 Certegy shall be responsible for declaring a Disaster. The process to
declare a Disaster and a list of the Certegy representatives authorized to
declare such Disaster are specified in the Disaster Recovery Plan. The
list of representatives will be reviewed and updated, if necessary, on a
quarterly basis.
6.1.2 In the event of a Disaster declaration, IBM will grant Certegy immediate
and priority access to the Standby Production Services and for restoring
all other hardware and software components that comprise the Services as
documented in the Plan.
6.1.3 If the primary Recovery Center specified in the Disaster Recovery Plan is
not available when a Disaster is declared, Disaster Recovery Services will
be provided at another IBM Recovery Center as is commercially reasonable
without additional charge.
6.1.4 Certegy will undertake restoration of the Critical Business Application
Systems as documented within the Plan.
6.1.5 The Parties will cooperate to achieve Restoration in accordance with
Attachment 2 hereto.
6.1.6 If a Disaster is declared, from the time of the initial outage to 5
calendar days after restoration thereafter, IBM will be relieved from the
Service Level requirements set forth in Schedule S of this Transaction
Document, provided that from the time service is commenced at the Recovery
Site to the end of the 5 day period, IBM will not fail to meet any Service
Level set out in Schedule S by more than 10%.
6.1.7 In the event of a Disaster declaration, IBM will use commercially
reasonable efforts to restore the number of RPP's and GB provided to
Certegy under this Transaction Document to the number required to support
the requirements of the production services as soon as practicable.
6.2 IBM's Data Center Disaster Recovery responsibilities
6.2.1 IBM responsibilities for Disaster Recovery will include without
limitation:
1. perform its Disaster Recovery responsibilities as set forth in this
Schedule G and the Disaster Recovery Plan;
2. retrieve and transport any required offsite stored media including
data and software to the Recovery Center;
3. begin the recovery process for the System as specified in the
Disaster Recovery Plan to support Certegy's Critical Business
Application Systems;
4. assist Certegy in the recovery of the Applications;
5. operate the Critical Business Application Systems on the IBM and
Certegy Configurations at the Recovery Center;
Page 6 of 11
6. provide adequate office space at the Recovery Center for technical
support teams and Certegy application support teams to conduct
recovery operations;
7. provide and pay for:
8. the interface for auditing entities that require review of the
Disaster Recovery Plan and/or test results; and
9. living expenses incurred by IBM personnel in the performance of the
IBM Disaster Recovery responsibilities; and
10. provide restoration of the Network Tower as specified in Schedule D -
Network including, but not limited to providing connectivity to the
Disaster Recovery Data Center or if necessary the alternative site,
switching the appropriate Network connections to allow data
communication to and from the System by Certegy and its Authorized
Users for purposes of transmitting and receiving data.
6.3 Certegy's Data Center Disaster Recovery Responsibilities
6.3.1 In the event of a declared Disaster, Certegy will:
1. perform its Disaster Recovery responsibilities as set forth in this
Schedule G and the Disaster Recovery Plan;
2. be responsible for the Applications Software - Certegy recovery,
database restoration and roll-forward and ensuring that all restored
Applications Software - Certegy are at a level that can support the
Service;
3. ensuring that the Certegy Authorized Users and clients are informed of
the situation and for all liaison with media and external agencies;
4. manage the restoration of the Applications Software - Certegy and
reinstatement of the Certegy services to the Certegy clients;
5. comply with Recovery Center procedures, including those for safety and
security; and
6. pay all travel and living expenses incurred by Certegy personnel in
the performance of Certegy's Disaster Recovery responsibilities.
7.0 DISASTER RECOVERY PLAN TEST FAILURE
7.1 If a failure occurs in the testing of the Disaster Recovery Plan and such
failure results in the need for an additional test, all labor and offsite
storage costs associated with the additional test will be borne by the
Party responsible for the failure.
7.2 The evaluation of whether a test was a failure will be jointly determined
in accordance with the jointly developed success criteria developed by the
IPT.
8.0 DATA CENTER AND/OR DATA NETWORK RECOVERY FAILURE
Page 7 of 11
8.1 In the event that IBM exceeds its committed recovery time for the IBM
Configuration, excluding untested and out-of-scope Services at the Recovery
Center, by greater than five (5) days, then, at Certegy's sole discretion,
the terms and conditions set forth in the Section 17.3 of the Master
Agreement shall prevail.
9.0 NEW DISASTER RECOVERY REQUIREMENTS
9.1 Additional services, functions or capacity beyond that specified in this
Schedule G as of the Commencement Date will be added at the request of
Certegy subject to Section 9.6 of the Master Agreement.
9.2 Nothing stated in this Schedule G shall be construed to modify or alter the
Parties' responsibilities with respect to the Services, the Systems
Software, the Applications Software, or the Machines as specifically set
forth elsewhere in the Agreement.
Page 8 of 11
ATTACHMENT 1 TO
SCHEDULE G OF
TRANSACTION DOCUMENT #00-01
MAINFRAME TOWER
RESPONSIBILITIES MATRIX
R= Identify Requirements A = Assist X = Perform P = Primary S = Secondary
RESPONSIBILITY
--------------
DISASTER RECOVERY RESPONSIBILITIES MATRIX IBM CERTEGY
----------------------------------------- --- -------
1.0 GENERAL
A. Develop requirements for Disaster Recovery A X
B. Provide, test and implement Applications Software - Certegy and
dependent data recovery plans A X
C. Provide, test and implement System recovery plans X A
D. Provide overall Disaster Recovery project management P S
E. Provide Applications Software - Certegy recovery support and
project management X
F. Recovery of Systems and processes not covered in contract A X
G. Provide Applications Software - IBM recovery support and project
management X
2.0 DISASTER RECOVERY PLANNING
A. Review the Critical Business Application Systems S P
B. Update, if necessary, the Critical Business Application Systems
list X
C. Develop Disaster declaration processes and procedures A X
D. IPT will conduct annual Plan reviews and updates X X
E. Provide required capacity plan for Standby Production Services X
F. Plan for System recovery X
F. Plan for Applications Software - Certegy recovery X
H. Ensure required staff are available to support recovery processes X X
I. Provide escalation processes for the System X
I. Provide escalation processes for the Applications Software -
Certegy X
J. Plan for Applications Software - IBM recovery X
3.0 DISASTER RECOVERY PLAN MANAGEMENT
A. Assign an IBM Disaster Recovery Coordinator to maintain the System
Disaster Recovery Plan X
B. Provide the capacity as agreed in the Standby Production Services X
C. Define the resource requirements for recovery X
D. Assign an Certegy Disaster Recovery Coordinator to maintain die
Applications Software - Certegy plan X
4.0 DISASTER RECOVERY TEST
A. Develop semi-annual Disaster Recovery test plans A X
B. Provide overall coordination effort for the annual recovery test(s) X
C. Approve test success criteria X X
D. Produce written status report of conducted test results within 14
business days X A
Page 9 of 11
E. Review Disaster Recovery test results for Disaster Recovery Plan
updates as appropriate X
F. Responsible for travel expenses incurred by IBM staff to support the
test X
G. Responsible for travel expenses incurred by Certegy staff to support
the test X
5.0 DISASTER OPERATIONS
A. Declaration of Disaster X
B. Establish and conduct Recovery Coordination Center X A
C. Perform recovery of the Applications Software - Certegy and the
required data X
D. Perform recovery of the System X
E. Complete recovery as described in Attachment 2. X X
F. Management and financial responsibility for providing the IBM
Configuration X
G. Payment of the IBM Monthly Charge for the Services X
H. Responsible for travel expenses incurred by IBM staff to support the
recovery X
I. Perform recovery of the Application Software - IBM X
J. Responsible for travel expenses incurred by Certegy staff to support
the recovery X
ATTACHMENT 2 TO
SCHEDULE G OF
TRANSACTION DOCUMENT #00-01
MAINFRAME TOWER
CRITICAL BUSINESS APPLICATION SYSTEMS TARGET RECOVERY TIME FRAMES
1. Critical Business Application Systems supported by the IBM Configuration
listed in the Disaster Recovery Plan and the associated Disaster Recovery
time frames are listed below and have been included as part of the Disaster
Recovery Plan.
2. The times for recovery are agreed targets that both IBM and Certegy will
seek to achieve full recovery of the Services and Applications Software
within. The achievement of these targets is seen to be a joint
responsibility in which IBM is responsible for the provision of the
Services and Certegy for the restoration of the Applications Software -
Certegy.
3. In the event that a new or additional Critical Business Application System
is added to the list below Certegy will have the responsibility for
defining the Disaster Recovery requirements for such additional or new
Critical Business Application System.
4. The Parties shall perform a Disaster Recovery Test to the extent necessary
for such additional or new Critical Business Application System prior to
production implementation.
TABLE 1. CRITICAL APPLICATION RECOVERY
APPLICATION RECOVERY TIMES
- -------------------------------- --------------
Base 2000 4 Hours
Page 10 of 11
Base 2000 Cardholder System 4 Hours
Base 2000 Collections Services 4 hours
Base 2000 Authorizations Systems 4 hours
Triad 4 hours
Page 11 of 11
Schedule G of
Transaction Document #01-01
Network Tower
Disaster Recovery
THE DISASTER RECOVERY SERVICES FOR NETWORK TOWER ARE DESCRIBED WITHIN
SCHEDULE G - MAINFRAME TOWER.
Page l of 1
Schedule G of
Transaction Document #01 -01
Network Tower
Disaster Recovery
THE DISASTER RECOVERY SERVICES FOR NETWORK TOWER ARE DESCRIBED WITHIN
SCHEDULE G - MAINFRAME TOWER.
Page l of 1
SCHEDULE H OF
TRANSACTION DOCUMENT #01-01
MAINFRAME TOWER
TRANSITION PLAN
AS OF THE COMMENCEMENT DATE OF TRANSACTION DOCUMENT # 01-01 THIS TRANSITION PLAN
SCHEDULE IS NOT APPLICABLE TO THE MAINFRAME TOWER
Page 1 of 1
SCHEDULE H OF
TRANSACTION DOCUMENT #01-01
NETWORK TOWER
TRANSITION PLAN
AS OF THE COMMENCEMENT DATE OF TRANSACTION DOCUMENT # 00-01 THIS TRANSITION PLAN
SCHEDULE IS NOT APPLICABLE TO THE MAINFRAME TOWER
Page 1 of 1
SCHEDULE I OF
TRANSACTION DOCUMENT #01-01
NETWORK TOWER
IBM NETWORK LOCATIONS
This Schedule is a listing by address of the voice and data Network locations
This list of Network locations is maintained by IBM. This table is an inventory
and will be updated and maintained through the term of this Transaction
Document.
ADDITIONAL NETWORK LOCATIONS WILL BE IDENTIFIED ONCE KNOWN. MOST NETWORK
COMPONENTS WILL BE LOCATED IN THE DATA CENTER IN CLAYTON AND THE BACKUP DATA
CENTER IN TULLAMARINE.
TABLE 1 NETWORK LOCATIONS
S/Number Location Item
- -------- -------- ----
IBM Data Center 1822
Dandenong Road
CLAYTON Victoria 3168
IBM GSA Data Center
54 Garden Drive
TULLAMARINE Victona
3043
Certegy Inc.
Marland House
Melbourne Victoria
NAB Data Center, Knox,
Melbourne, Victoria
NAB Data Center, 200
Victoria Parade East
Melbourne Vic 3002
Page 1 of 1
SCHEDULE J OF
TRANSACTION DOCUMENT #01-01
PRICING SUPPLEMENT AND CHARGING METHODOLOGIES
1.0 INTRODUCTION
This Schedule J defines the pricing and methodologies for calculating the
charges for the Services pursuant to this Transaction Document unless expressly
provided otherwise in the Master Agreement or this Transaction Document. The
Resource Charge, the Annual Adjustment and the other charge provisions
specifically set forth in the Master Agreement and in the Transaction Document,
in the aggregate, compensate IBM in full for the Services.
All Resource Charges and Unit Rates detailed in the Supplement are in
Australian dollars unless otherwise stated therein.
1.01 Tower Pricing
The charges and fees specifically set forth in the Agreement comprise all
of the charges and fees payable by Certegy to IBM for and with respect to the
Services. Each of the Mainframe and Network Towers are priced separately.
The Unit Rates include charges for the Systems Software and Machines and
the upgrades to and refreshes of the Systems Software and Machines sufficient to
support the Baseline volumes for the performance of the Services set forth in
the Supplement and satisfaction of the Performance Standards and Minimum Service
Levels set forth in Schedule S during the term of this Transaction Document.
The applicable Unit Rates, Original Baselines and Sensitivity Factors
applicable to this Transaction Document are set forth in the Supplement.
1.02 Repricing of Services
Should there be an increase in the Minimum Service Levels specified in
Schedule S, IBM reserves the right to review the Unit Rates and/or Resource
Charge applicable to the affected portion of the Services to determine if IBM's
overall cost to perform such Services is adversely impacted by the increase in
the Minimum Service Levels. In such an event, the Parties shall reasonably
cooperate in good faith to determine and implement an appropriate increase in
the Unit Rates and/or Resource Charges applicable to such affected portion of
the Services
2.0 DEFINITIONS
All capitalized terms used and not defined in this Schedule J shall have
the same meanings given them elsewhere in the Agreement.
2.01 "BASELINE" means the Original Baseline of Resource Units for each
category of resources to be provided under this Transaction Document, as
adjusted from time to time during the term of this Transaction Document pursuant
to Sections 5.03 and 6.03 hereof.
2.02 "CHANNELS" means the ESCON service for the DASD system to allow DASD
mirroring, where one Channel is defined as a single ESCON link.
2.03 "CONTRACT ADMINISTRATION SERVICES" means the administration activity
to be performed by IBM to ensure the delivery of the Services at agreed
Performance Standards and Minimum Service Levels, and to ensure that billing
reconciliation and reporting are provided.
2.04 "CPU" means central processing unit.
2.05 "DASD" means Direct Access Storage Device. The Resource Unit used to
measure a given DASD capacity is the gigabyte or GB. The GB capacity of a DASD
is defined to be the total logical capacity of the device based on a standard
mix of data to be agreed with Certegy. This process will be required as DASD
capable of data compression is implemented through the term of this Transaction
Document
2.06 "LOGGED PROBLEM" means the entry of a problem record into the IBM
problem management process at the request of an Certegy agent or client such
that each problem receives a unique identifier.
2.07 "MIPS" means the speed at which a computer operates described in
millions of instructions per second. The MIPS measure is defined as being the
measure of installed capacity based on the MIPS for the installed processor
complex as reported by IBM as the ITR for that system. The ITR measure will be
normalised to a standard CPU to provide a standard measure throughout the term
of this Transaction Document. The standard ITR measure is the 9672-R15 as rated
to be 63 ITR.
2.08 "ORIGINAL BASELINE" means the initial agreed upon quantity of Resource
Units for each of the RPPs, DASD, Help Desk and Standby Production resources
provided by IBM under this Transaction Document as more specifically set forth
in the Supplement.
2.09 "RELATIVE PROCESSING POWER" (RPP) is defined as being a fixed rate to
the MIPS capacity of the processor complex. 1 RPP is defined to be 1.18 MIPS.
2.10 "RESOURCE CHARGE" means the charge to Certegy for the number of
Resource Units used by IBM to provide the Services during a specified period
multiplied by the applicable Unit Rate.
2.11 "RESOURCE UNIT" means the individual unit of measure of each resource
that comprises the Services as set forth in the Supplement to this Schedule J.
2.12 "UNIT RATE" is the dollar rate for each Resource Unit provided
hereunder as set forth in the Supplement and as adjusted from time to time
pursuant to this Transaction Document.
Page 2 of 11
3.0 PRICING
The Monthly Charge to Certegy by IBM for any calendar month during the term
of this Transaction Document will be defined as the sum of the Resource Charges
payable by Certegy in any such calendar month for each of the services described
in this Schedule J - Mainframe Tower, the Standby Production Services, the
Network Inter Data Center services, the Network Support Access Services, the
Contract Administration Services, the Third Party Agreement charges and the
Transition Services.
Subject to the provisions of Section 9.5(c) of the Master Agreement, the
Monthly Charge is inclusive of government taxes and charges, with the exception
of the Goods and Services Tax (GST) referenced in Section 5.4 of this
Transaction Document.
There are no additional charges or other fees, however described, in
addition to the Monthly Charge for the Services for the Systems Software and
Machines and the upgrades to and refreshes of the Systems Software and Machines
to perform the Services under this Transaction Document.
4.0 BILLING PROCESS
4.01 The Monthly Charge to Certegy for the Services will be billed by IBM
in arrears on a monthly basis by the tenth (10th) day of the following month.
Each invoice shall list with respect to the period covered by such invoice the
Resource Units, if any, used, consumed or otherwise applied to any element of
the Services in accordance with this Schedule J; the fixed Resource Charges, if
any, applicable to the Services and payable by Certegy to IBM and any Service
Credits required to be applied to the Monthly Charge pursuant to this
Transaction Document, this Schedule J and Schedule S. Certegy shall pay all
undisputed amounts in each invoice and IBM shall net all undisputed Service
Credits or other credits for the period covered by the invoice against the
amounts charged to Certegy set forth in each such invoice.
4.02 IBM will provide monthly reports of resource allocations as reasonably
requested by Certegy, subject to the limits and processes defined within this
Schedule J. The reports will show the Baseline volumes, Unit Rates and
applicable Resource Charge.
4.03 IBM will provide a report on System resource usage and percentage
utilisation for RPP and DASD on a monthly basis.
5.0 SCHEDULE E - MAINFRAME TOWER SERVICES AND HELP DESK SERVICES
5.01 Introduction to Schedule E - Mainframe Services Pricing
The Resource Charge payable by Certegy to IBM for the provision and
performance of all portions of the Services described in Schedule E - Mainframe
Tower, for any calendar month during the term of this Transaction Document, will
be based on the number of Resource Units of RPPs and DASD that comprise the
Baseline for such resources, as such Baselines may be adjusted over the term of
this Transaction Document in accordance with this Schedule J. The initial
Resource Charge by IBM to Certegy for the provision of the RPPs and DASD
resources
Page 3 of 11
that comprise the Original Baselines for RPP and DASD resources shall be as set
forth in the Supplement to Schedule J.
5.02 Scope of Schedule E - Mainframe Services Pricing
5.02.1 The Schedule E - Mainframe Tower Services covered by the
Resource Charge described in Section 5.01 above includes the performance and
provision by IBM of all portions and elements of the Services described in
Schedule E - Mainframe Tower.
5.02.2 In the event of a Disaster declaration and the invocation of
the Standby Production Services, Certegy shall not be required to pay a Resource
Charge for the provision and performance of the Services described in Schedule E
- - Mainframe Tower until the Services are fully reinstated as described in
Section 6.02.2 of this Schedule J.
5.03 Increases and Decreases to Mainframe Tower RPPs and DASD Baselines
5.03.1 Upon two (2) months prior written notice by Certify to IBM,
Certegy may, at any time during the term of this Transaction Document, require
and obtain additional RPP or DASD resources to be dedicated to the provision of
the portion of the Services described in Schedule E - Mainframe Tower and IBM
shall provide such additional resources on the date specified by Certegy in its
notice subject to the provisions of this Section 5.0 or on such date as
otherwise agreed in writing by the Parties. The Resource Charge for each month,
or portion thereof, during which IBM provides the additional RPPs and DASD
resources will be increased by the product of the RPP and DASD Unit Rate(s)
multiplied by the additional RPP and DASD Resource Units in the new Baseline.
Notwithstanding the foregoing, any requested increase by Certegy in the Baseline
for RPPs must be in multiples of 25 RPPs and an increase in the Baseline for
DASD must be in multiples of 50 Gigabytes.
5.03.2 Upon two (2) months prior written notice by Certegy to IBM,
Certegy may, at any time during the term of this Transaction Document, require
and obtain a reduction in the volume of RPP and DASD resources to be dedicated
to the provision of the portion of the Services described in Schedule E -
Mainframe Tower and IBM shall reduce such resources on the date specified by
Certegy in its notice subject to the provisions of this Section 5.0 or on such
date as otherwise agreed in writing by the Parties. The Resource Charge for each
month, or portion thereof, during which IBM provides the reduced RPP and DASD
resources will equal the product of the RPP and DASD Unit Rate(s) multiplied by
the number of RPP and DASD Resource Units in the reduced Baseline for RPP and
DASD resources. Notwithstanding the foregoing, any requested decrease by Certegy
in the Baseline for RPPs must be in multiples of 25 RPPs and a decrease in the
Baseline for DASD must be in multiples of 50 Gigabytes.
5.03.3 For purposes of calculating the Resource Charge payable by
Certegy to IBM for RPPs and DASD in a given month during the term of this
Transaction Document, IBM shall bill Certegy for the number of RPP and DASD
Resource Units that comprises the Baseline for such resources as of the end of
each such calendar month during the term of this Transaction Document.
Page 4 of 11
5.03.4 The Unit Rates set forth in the Supplement shall apply to RPP
and DASD Baselines greater than 60% of the Original Baseline. All Baselines
below this level shall be treated in accordance with Section 5.03.5 and 5.03.6
of this Schedule J.
5.03.5 Should the number of Resource Units of RPPs and DASD that
comprise the Baseline for such resources be reduced pursuant to this Section 5.0
to a level that is between 45% and 60% of the Original Baselines for RPPs and
DASD resources, then the Resource Charge payable by Certegy to IBM for the RPP
and DASD resources will be subject to an uplift of 5%
5.03.6 Should the number of Resource Units of either RPPs or DASD that
comprises a given Baseline for such resources be reduced pursuant to this
Section 5.0 to a level that is less than 45% of the Original Baselines, then the
Resource Charge payable by Certegy to IBM for the affected resource will be
equal to the Resource Charge that would apply to a Baseline that is 45% of the
Original Baseline until IBM and Certegy define and agree on a revised set of
Unit Rates and Resource Charges for the affected category of resources. In the
event that the Parties cannot agree on a revised set of Unit Rates or Resource
Charges, then the Parties will seek to resolve the matter in accordance with the
process set out in Section 16 of the Master Agreement.
5.04 Introduction to Help Desk Resource
5.04.1 The Help Desk Resource Charge payable by Certegy to IBM for the
provision and performance of the Help Desk Services, as more fully described in
Schedule M, for any calendar month during the term of this Transaction Document
will be based on the number of Resource Units (i.e. Logged Problems) used,
consumed or otherwise applied in a given calendar month during the term of this
Transaction Document. Certegy may request additional Resource Units of the Help
Desk resources, at any time during the term of this Transaction Document,
without providing notice to IBM and IBM shall immediately provide such
additional resources to Certegy.
5.05 Scope of Help Desk
5.05.1 The Help Desk Services covered by the Help Desk Resource Charge
described in Section 5.04 above includes the provision by IBM of all Help Desk
related tasks and activities described in Schedule M - Mainframe Tower.
6.0 STANDBY PRODUCTION SERVICE
6.01 Introduction
The Resource Charge payable by Certegy to IBM for the provision and
performance of the Standby Production Services, as more fully described in
Schedule G - Mainframe Tower, for any calendar month during the term of this
Transaction Document, will be based on the number of Resource Units of RPPs DASD
and Channels that comprise the Baselines for Standby Production Services, as
such Baselines may be adjusted over the term of this Transaction Document in
accordance with this Schedule J. The initial Resource Charge by IBM to Certegy
Page 5 of 11
for the provision of the RPPs, DASD and Channel resources that comprise the
Original Baseline for Standby Production Services shall be as set forth in the
Supplement to Schedule J.
6.02 Scope of Standby Production Services
6.02.1 The Standby Production Services covered by the Resource Charge
described in Section 6.01 above includes the provision by IBM of all Disaster
Recovery Services described in Schedule G - Mainframe Tower.
6.02.2 In the event of a Disaster declaration and the invocation of
the Standby Production Services, the Resource Charges applicable to Standby
Production Services will be based on the then applicable Unit Rates for RPPs,
DASD and Channels multiplied by the number of Resource Units that comprise the
capacity that is installed for the Standby Production Services. There will be no
charge by IBM to Certegy for the Standby Production Services until the Services
are fully reinstated. In the event of invocation of a Disaster, the Unit Rates
shall not be subject to the variances set forth in Sections 5.03.4, 5.03.5 and
5.03.6 of this Schedule J.
6.03 Increases and Decreases in RPP, DASD and Channels Baseline Applicable
to Standby Production Services
6.03.1 Upon two (2) months prior written notice by Certegy to IBM,
Certegy may, at any time during the term of this Transaction Document, require
and obtain additional RPP or DASD for use as Standby Production Services and IBM
shall provide such additional resources on the date specified by Certegy in its
notice, subject to the provisions of this Section 6.0 or on such date as
otherwise agreed in writing by the Parties. The Resource Charge for each month,
or portion thereof, during which IBM provides the additional resources for use
as Standby Production Services will be increased by the product of the Unit
Rates multiplied by the additional Resource Units in the new Baselines for
Standby Production Services. Notwithstanding the foregoing, any requested
increase by Certegy in the Baselines for Standby Production Services must be in
multiples of 25 RPPs for RPPs, 50 Gigabytes for DASD and whole numbers for
Channels. Upon three (3) months prior written notice by Certegy to IBM, Certegy
may, at any time during the term of this Transaction Document, require and
obtain additional Channel Resources for use as Standby Production Services and
IBM shall provide such additional Channel resources on the date specified by
Certegy in its notice, subject to the provisions of this Section 6.0 or on such
date as otherwise agreed in writing by the Parties
6.03.2 Upon two (2) months prior written notice by Certegy to IBM,
Certegy may, at any time during the term of this Transaction Document, require
and obtain a reduction in the volume of RPP and DASD resources reserved for use
as Standby Production Services and IBM shall reduce such resources on the date
specified by Certegy in its notice subject to the provisions of this Section 6.0
or on such date as otherwise agreed in writing by the Parties. The Resource
Charge for each month, or portion thereof, during which IBM provides the reduced
RPP, DASD or Channel resources will be the product of the RPP, DASD or Channel
Unit Rate(s) multiplied by the number of RPP, DASD and Channel Resource Units in
the reduced Baseline for RPP and DASD resources. Notwithstanding the foregoing,
any requested decrease by Certegy in the Baseline for RPPs must be in multiples
of 25 RPPs and a decrease in the Baseline for DASD must be in multiples of 50
Gigabytes. Upon three (3) months prior written
Page 6 of 11
notice by Certegy to IBM, Certegy may, at any time during the term of this
Transaction Document, decrease the Channels reserved for use as Standby
Production Services; provided however in no event may Certegy reduce the number
of Channels below a minimum quantity of two Channels.
6.03.3 For purposes of calculating the Resource Charge payable by
Certegy to IBM for RPP, DASD and Channels in a given month during the term of
this Transaction Document, IBM shall bill Certegy for the number of RPP, DASD
and Channel resources that comprise the Baseline for such resources as of the
end of each such calendar month during the term of this Transaction Document.
6.03.4 The Unit Rates set forth in the Supplement shall apply to RPP
and DASD Baselines greater than 60% of the Original Baseline. Baselines below
this level shall be treated in accordance with Section 5.03.5 and 5.03.6 of this
Schedule J.
6.03.5 Should the number of Resource Units of RPPs and DASD that
comprise the Baseline for such resources be reduced pursuant to this Section 6.0
to a level that is between 45% and 60% of the Original Baselines for Standby
Production Services, then the Resource Charge payable by Certegy to IBM for the
Standby Production Services will be subject to an uplift of 5%.
6.03.6 Should the number of Resource Units of either RPPs or DASD that
comprises a given Baseline for Standby Production Services be reduced pursuant
to this Section 6.0 to a level that is less than 45% of the Original Baselines
for Standby Production Services, then the Resource Charge payable by Certegy to
IBM for the affected resources will be equal to the Resource Charge that would
apply to a Baseline that is 45% of the Original Baseline until IBM and Certegy
define and agree on a revised set of Unit Rates and Resource Charges for the
affected category of resources. In the event that the Parties cannot agree on a
revised set of Unit Rates and Resource Charges, then the Parties will seek to
resolve the matter in accordance with the process set out in Section 16 of the
Master Agreement.
7.0 CONTRACT ADMINISTRATION SERVICES
7.01 Introduction
7.01.1 The Resource Charge payable by Certegy to IBM for the provision
and performance of the Contract Administration Services for any calendar month
during the term of this Transaction Document will be the fixed amount set forth
in the Supplement unless otherwise agreed by the Parties in a written amendment
to the Supplement, subject to the adjustments described in this Transaction
Document.
7.02 Scope of Contract Administration Services
7.02.1 The Contract Administration Services covered by the fixed
Resource Charge described in Section 7.01 above includes the staffing by IBM of
a team responsible for management of the relationship created by this
Transaction Document and delivery of the Services required hereunder.
Page 7 of 11
7.02.2 In the event that there may be a requirement for additional
project or ongoing support, IBM will provide a cost for the service through the
standard work order process documented in Schedule N.
8.0 NETWORK INTER DATA CENTER SERVICES AND NETWORK SUPPORT ACCESS SERVICES
8.01 Introduction
The Resource Charge payable by Certegy to IBM for the provision and
performance of both the Network Inter Data Center Services and the Network
Support Access Services, as more fully described in Schedule D - Network Tower,
for any calendar month during the term of the Transaction Document will be the
fixed amounts set forth in the Supplement unless otherwise agreed by the Parties
in a written amendment to the Supplement subject to the adjustments described in
this Transaction Document.
8.02 Scope of Network Inter Data Center Services and Network Support Access
Services
8.02.1 The Network Inter Data Center Services and the Network Support
Access Services covered by the fixed Resource Charges described in Section 8.01
above include the provision by IBM of all elements and portions of the Network
Inter Data Center Services and the Network Support Access Services required by
Schedule D - Network Tower and Schedule I excluding the physical infrastructure
and bandwidth required to perform the Network Inter Data Center Services and the
Network Support Access Services. The fees for the physical infrastructure and
bandwidth component of the Network Inter Data Center Services and the Network
Support Access Services are pass through items that represent the actual cost to
IBM for these services, and will be subject to review on an annual basis. These
charges will be billed to Certegy at cost and will be separately identified on
all invoices prepared by IBM pursuant to this Transaction Document.
8.02.2 The routers, controllers, physical infrastructure, capacities
and bandwidth of the Network Inter Data Center Services and Network Support
Access Services to be provided are defined within Schedule D, and the locations
and bandwidth allocations are defined in Schedule I and Schedule D - Network
Tower.
8.03 Variations
8.03.1 In the event that the Parties revise the scope of the Network
Inter Data Center Services or Network Support Access Services in terms of
configuration, capacity or architecture, Certegy will define the requirements
and submit this to IBM in writing in accordance with the processes outlined in
the Master Agreement.
8.03.2 IBM will respond to any request for a review of Network Inter
Data Center Services and Network Support Access Services within thirty (30)
days.
8.03.3 Upon acceptance of the IBM response, both Parties will agree to
review the fixed Resource Charges associated with the Network Inter Data Center
Services and Network
Page 8 of 11
Support Access Services and amend Schedule I and the Supplement accordingly. The
Resource Charges for the Network Data Center Services and Network Support Access
Services include all charges applicable to IBM's provision of the Network
Services during the first year of the term of this Transaction Document.
9.0 TRANSITION SERVICE
9.01 Introduction
9.01.1 The Resource Charge payable by Certegy to IBM for the provision
and performance of the Transition Services, as more fully described in Schedule
N - Mainframe Tower, will be billed as fixed fees for two separate stages set
forth in the Supplement.
9.02 Scope
9.02.1 The Transition Services covered by the fixed Resource Charge
described in Section 9.01 above includes the provision by IBM of all elements
and resources required to perform the Transition Services as described in
Attachment N1 to Schedule N - Network Tower and Attachment N1 to Schedule N -
Mainframe Tower.
9.03 Variations
9.03.1 In the event that there may be a requirement for a revision to
the Transition Services in terms of timing, deliverables or scope of services,
Certegy will define the requirements and submit this to IBM in writing as a
request for New Services as defined in the Master Agreement.
9.03.2 IBM will respond to any request for a review of Transition
Services within thirty (30) days of the receipt of such request.
9.03.3 Upon acceptance of the IBM response, both Parties will agree to
review the Resource Charge associated with the Transition Services and amend the
Attachment N1 to Schedule N - Network Tower, Attachment N1 to Schedule N -
Mainframe Tower and the Supplement in writing accordingly.
10.0 THIRD PARTY AGREEMENTS
10.01 Introduction
10.01.1 At Certegy's request, IBM shall (i) enter into selected
Third-Party Agreements on behalf of Certegy, (ii) provide access to products
covered under existing IBM agreements with third parties or (ii) provide access
to specific IBM products not included within the Services covered by the RPP
Unit Rates, it being agreed that products numbered 1-38 inclusive in Schedule
B-Mainframe Tower are included in the RPP Unit Rates. These Third Party
Agreements shall be set forth in Schedule F- Mainframe Tower and Schedule B -
Mainframe Tower. The charge to Certegy for the provision of each such Third
Party Agreement or IBM agreement shall be set forth in the Supplement to this
Transaction Document, as amended from time to tune, and may vary from software
product to software product.
Page 9 of 11
10.02 Scope
10.02.1 Where, however, Certegy or another party is the licensee for
the selected products Certegy will be responsible for the payment of these fees
directly. In these cases, the costs associated with these products will not be
presented within this Schedule, will not be billed by IBM in any invoice
prepared pursuant to this Schedule J and IBM will not have any financial
responsibility for these products.
10.03 Variations
10.03.1 Should there be a change to Third Party Agreements requested
by Certegy, both Parties will agree to review the charges associated with the
Third-Party Agreements presented in this Schedule and amend the Supplement,
Schedule B - Mainframe Tower and Schedule F - Mainframe Tower in writing
accordingly.
10.03.2 The six-year fee for the listed Third Party Agreements for a
sample RPP Baseline are presented in the Supplement NOTE: ARE THESE FEES STILL
ACCURATE IN LIGHT OF THE NEW COMMENCEMENT DATE?]. The fees and baseline
presented in the Supplement are provided as a sample plan and price and are
subject to Sections 10.03, 10.04 and 10.06 of this Schedule J.
10.03.3 The RPP Baseline upon which the Third Party Agreement fees are
calculated is intended to be equal to the RPP volumes presented in the Original
Baseline for RPPs and will be adjusted in accordance with the process described
in Section 10.06 and 10.04 of this Schedule J.
10.03.4 The fees and charges associated with Third Party Agreements
may be subject to changes in the event of an increase or decrease in the RPP
Baselines. Accordingly, the fees for the Third Party Agreements will be reviewed
as the RPP Baseline is varied to reflect any changes to the Original Baseline
for RPP.
10.03.5 IBM will provide to Certegy an indication of the financial
impact to Certegy of deleting or removing Software from Schedule F - Mainframe
Tower. In the event of a termination or other expiration of this Transaction
Document, Certegy's sole liability to IBM shall be the payment to IBM of the
applicable Termination Charges and Wind-Down Expenses and Certegy shall not be
responsible for any costs associated with the deletion or removal of Third Party
Agreements.
10.03.6 Both IBM and Certegy will review and agree to changes to the
Third-Party Agreements list and responsibility for the costs associated with
such Third Party Agreements or each anniversary of the Commencement Date subject
to Section 10.04 of this Schedule J.
10.03.7 In the event a Third-Party Agreement terminates during the
term of this Transaction Document, IBM and Certegy will jointly review the costs
associated with renewal of the applicable Third Party Agreement and agree to
adjust the fees to be payable for the new agreement should the costs levied by
the applicable vendor have changed from those of the Original agreement.
Page 10 of 11
11.0 TERMINATION CHARGES
11.01 Introduction
11.01.1 The Termination Charges for Convenience and Change of Control
are set forth in the Supplement and are, in addition to Wind-Down Expenses, if
any, payable pursuant to Section 12 of the Master Agreement.
Page 11 of 11
SUPPLEMENT TO
TRANSACTION DOCUMENT #00-01
PRICING AND BASELINE MATRICES
1 MAINFRAME SERVICES BILLING DATA
The data presented in this Section 1 relates to the portion of the Services
described in Section 5 of Schedule J of this Transaction Document.
1.1 MAINFRAME SERVICES MONTHLY RESOURCE CHARGES
RATES ($) 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------- ----- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Per RPP 1,483
Per GB 328
1.2 MAINFRAME SERVICES PRODUCTIVITY FACTORS
RESOURCE
CHARGE 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RPP 32% 6% 6% 6% 6% 6% 6% 6% 6% 6%
GB 32% 6% 6% 6% 6% 6% 6% 6% 6% 6%
1.3 SENSITIVITY FACTORS FOR MAINFRAME SERVICES
INFLATION SENSITIVITV FACTORS %
- ----------------------------- ---
RPP 50%
GB 50%
1.4 MAINFRAME SERVICES RESOURCE ORIGINAL BASELINE
2000 JULY AUG SEP OCT NOV DEC
- ---- ---- --- --- --- --- ---
RPP 25 25 25 75 75 125
GB 50 100 100 100 100 250
2001 JAN FEB MAR APR MAY JUNE-DEC
- ---- ---- --- --- --- --- --------
RPP 125 125 175 300 325 325
GB 250 250 550 650 500 500
YEAR 2002 2003 2004 2005 2006 2007 2008 2009 2010
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RPP 325 325 350 350 350 375 375 375 375
GB 500 500 550 550 550 600 600 600 600
2 STANDBY PRODUCTION SERVICES BILLING DATA
The data presented in Section 2 relates to the portion of the Services described
in Section 6 of Schedule J of this Transaction Document.
2.1 STANDBY PRODUCTION SERVICES MONTHLY RESOURCE CHARGES
RATES ($) 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- ------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
PER RPP 307
PER GB 93
PER CHANNEL* 20,416** 13,750 13,750 13,750 13,750 13,750 13,750 13,750 13,750 13,750
* The Per Channel price is based on a minimum commitment of 2 channels during
the term of this Transaction Document
** includes setup and all One Time Charges, and is assumed to start in March
2.2 PRODUCTIVITY FACTORS FOR STANDBY PRODUCTION SERVICES
RESOURCE
CHARGE 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
RPP NA 21% 4% 4% 4% 4% 4% 4% 4% 4%
GB NA 21% 4% 4% 4% 4% 4% 4% 4% 4%
CHANNEL NA 0% 0% 0% 0% 0% 0% 0% 0% 0%
2.3 SENSITIVITY FACTORS FOR THE STANDBY PRODUCTION SERVICES
INFLATION SENSITIVITY FACTORS %
- ----------------------------- ---
RPP 30%
GB 30%
CHANNEL 0%
2.4 STANDBY PRODUCTION SERVICE ORIGINAL BASELINES
MARCH APRIL MAY JUNE JULY AUG SEPT
MONTHS 2001 2001 2001 2001 2001 2001 2001+
- --------- ----- ----- ---- ---- ---- ---- -----
RPP 200 200 200 200 200 200 200
GB 300 300 300 300 300 300 300
CHANNELS 2 2 2 2 2 2 2
3 HELPDESK SERVICE BILLING DATA
The data presented in Section 3 relates to the portion of the Services described
in Section 5 of Schedule J of this Transaction Document.
3.1 HELP DESK RESOURCE CHARGES
RATES ($) 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
PER LOGGED PROBLEM 40
3.2 HELP DESK RESOURCE CHARGE PRODUCTIVITY FACTOR
RESOURCE CHARGE 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
LOGGED PROBLEM 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
3.3 SENSITIVITY FACTOR FOR HELP DESK SERVICE RESOURCE CHARGE
INFLATION SENSITIVITY %
- --------------------- ---
LOGGED PROBLEMS 100%
3.4 HELP DESK ORIGINAL BASELINE
MARCH APRIL MAY JUNE JULY
MONTH 2000 2000 2000 2000 2000
- ----- ----- ----- ---- ---- ----
LOGGED PROBLEMS 0 0 0 0 12
AUG SEP OCT NOV DEC
MONTH 2000 2000 2000 2000 2000
- ----- ---- ---- ---- ---- ----
LOGGED PROBLEMS 12 12 37 37 37
JAN FEB MARCH APRIL MAY JUNE
MONTH 2001 2001 2001 2001 2001 2001+
- ----- ---- ---- ----- ----- ---- -----
LOGGED PROBLEMS 62 62 87 150 162 162
4 CONTRACT ADMINISTRATION SERVICES BILLING DATA
The data presented in Section 4 relates to the portion of the Services described
in Section 7 of Schedule J of this Transaction Document.
4.1 PRODUCTIVITY FACTOR FOR THE CONTRACT ADMINISTRATION SERVICE
PRODUCTIVITY FACTOR %
- ------------------- ---
CONTRACT ADMINISTRATION SERVICE FEE 0%
4.2 SENSITIVITY FACTOR FOR THE CONTRACT ADMINISTRATION SERVICE
INFLATION SENSITIVITY %
- --------------------- ---
CONTRACT ADMINISTRATION SERVICE FEE 100%
4.3 MONTHLY RESOURCE CHARGES FOR THE CONTRACT ADMINISTRATION SERVICE
CONTRACT TEAM FROM TO MONTHLY FEE ($)
- ------------- ----------------- --------- ---------------
STAGE 1 Commencement Date June 2000 33,000
STAGE 2 July 2000 Jan 2001 60,000
STAGE 3 Feb 2001 Dec 2009 66,000
5 NETWORK INTER DATA CENTER SERVICES BILLING DATA
The data presented in Section 5 relates to the portion of the Services described
in Section 8 of Schedule J of this Transaction Document.
5.1 MONTHLY RESOURCE CHARGE FOR THE INTER DATA CENTER SERVICES
NETWORK ($) 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- ----------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CARRIER + INFRASTRUCTURE 38,722 27,098 27,098 27,098 27,098 27,098 27,098 27,098 27,098 27,098 27,098
SUPPORT FEE 69,339 37,063 37,063 37,063 37,063 37,063 37,063 37,063 37,063 37,063 37,063
5.2 PRODUCTIVITY FACTORS FOR THE NETWORK INTER DATA CENTER SERVICES
RESOURCE CHARGE 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
CARRIER + INFRASTRUCTURE NA 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
SUPPORT FEE NA 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
5.3 SENSITIVITY FACTOR FOR THE NETWORK INTER DATA CENTER SERVICES
INFLATION SENSITIVITY %
- --------------------- ---
NETWORK SUPPORT 100%
CARRIER + INFRASTRUCTURE 0%
6 NETWORK SUPPORT ACCESS SERVICES BILLING DATA
The data presented in Section 6 relates to the portion of the Services described
in Section 8 of Schedule J of this Transaction Document.
6.1 MONTHLY RESOURCE CHARGES FOR NETWORK SUPPORT ACCESS SERVICES
MONTHLY
CHARGES ($) 2000 2001 2002 2003 2004 2005 2006 2007 2OO8 2009 2010
- ----------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NETWORK CHARGE,
CARRIER AND
SUPPORT FEE 10,272 12,672 12,672 12,672 12,672 12,672 12,672 12,672 12,672 12,672 12,672
6.2 PRODUCTIVITY FACTORS FOR NETWORK SUPPORT ACCESS SERVICES
FACTORS % 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
- --------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
NETWORK CHARGE,
CARRIER AND
SUPPORT FEE NA 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
6.3 SENSITIVITY FACTOR FOR THE NETWORK SUPPORT ACCESS SERVICES
INFLATION SENSITIVITY %
- --------------------- ---
NETWORK SUPPORT ACCESS SERVICES 30%
7 TRANSITION SERVICES BILLING DATA
The data presented in Section 7 relates to the portion of the Services described
in Section 9 of Schedule J of this Transaction Document.
7.1 SENSITIVITY FACTOR FOR TRANSITION SERVICES FEES
INFLATION SENSITIVITY %
- --------------------- ---
MAINFRAME TRANSITION 0%
7.2 PRODUCTIVITY FACTOR FOR TRANSITION SERVICES RESOURCE CHARGES
INFLATION SENSITIVITY %
- --------------------- ---
MAINFRAME TRANSITION 0%
7.3 TRANSITION SERVICES FEES
STAGE 1 STAGE 2
SEPTEMBER MARCH
CHARGES 2000 2001
- ------- --------- --------
MAINFRAME TOWER $815,000 $305,000
8 THIRD-PARTY AGREEMENTS
The data presented in Section 8 relates to the portion of the Services described
in Section 10 of Schedule J of this Transaction Document.
8.1 FEES FOR THIRD-PARTY AGREEMENTS
PRODUCT VENDOR SIX YEAR FEE ($)*
- ------- -------------------------- -----------------
StopX37 BMC 181,000
Omegamon II - MVS Candle 182,000
Omegamon II - CICS Candle 143,000
Endeavor Computer Associates 395,000
Optimizer Computer Associates 590,000
Optimizer Runtime Library Computer Associates 172,000
CA 1 Computer Associates 290,000
Abend - Aid / MVS Compuware 390,000
ClCS Abend Aid / FX Compuware 299,000
File Aid / MVS Compuware 438,000
Xpediter / ClCS with Assembler Compuware 286,000
Xpediter / TSO with Assembler Compuware 272,000
Strobe Base (MVS for Sysplex) Compuware 331,000
Syncsort EXECP 27,000
VPS EXECP 230,000
Jobscan Executive Computing 152,000
PDSMAN SDA 93,000
FDR Innovative Data Processing 62,000
ABR Innovative Data Processing 89,000
IAM Innovative Data Processing 162,000
Connect Direct / MVS Sterling Commerce 590,000
MQ Series IBM 564,000
* fee is a total fee based on the baseline presented in 8.4. The fees and
baseline are subject to Section 10.04 of the Schedule J on an ongoing
basis.
8.2 SENSITIVITY FACTOR FOR THIRD PARTY AGREEMENT
FEE SENSITIVITY
- --- -----------
Third Party Agreement Fee 0%
8.3 PRODUCTIVITY FACTOR FOR THIRD PARTY AGREEMENTS
FEE PRODUCTIVITY
- --- -----------
Third Party Agreement Fee 0%
8.4 THIRD PARTY AGREEMENT RPP BASELINE
RPP JULY AUG SEP OCT NOV DEC JAN
CAPACITY** 2000 2000 2000 2000 2000 2000 2001+
- ---------- ---- ---- ---- ---- ---- ---- -----
RPP 85 85 85 85 85 85 275
** The data presented in this table is subject to Section 10.03 of the
Schedule J.
9 TERMINATION FEES
The data presented in Section 9 relates to the portion of the Services described
in Section 11 of Schedule J of this Transaction Document.
9.1 TERMINATION FOR CONVENIENCE CHARGE ($K)
SERVICE 2000 2001 2002 2003 2004 2005 2006+
- ------- ---- ---- ---- ---- ---- ---- -----
Network Inter Data Center Services 129 110 90 70 50 30 0
Network Support Access Services 40 33 26 19 13 7 0
Whole of Network Services 169 143 116 89 63 37 0
Whole of Service 1973 1809 1446 1071 710 348 0
9.2 TERMINATION FOR CHANGE OF CONTROL CHARGE($K)
SERVICE 2000 2001 2002 2003 2004 2005 2006+
- ------- ---- ---- ---- ---- ---- ---- -----
Network Inter Data Center Services 103 88 72 56 40 24 0
Network Support Access Services 32 26 21 15 10 6 0
Whole of Network Services 135 114 93 61 50 30 0
Whole of Service 1578 1447 1156 856 568 283 0
9.3 SENSITIVITY FACTORS FOR TERMINATION FEES
SERVICE FACTOR
- ------- ------
Network Inter Data Center Services 0%
Network Support Access Services 0%
Whole of Network Services 0%
9.4 PRODUCTIVITY FACTORS FOR TERMINATION FEES
SERVICE FACTOR
- ------- ------
Network Inter Data Center Services 0%
Network Support Access Services 0%
Whole of Network Services 0%
Schedule K of
Transaction Document #01-01
Mainframe Tower
Applications Installation Standards (Operating Environment IT Standards)
1.0 INTRODUCTION
This Schedule K defines the mutually agreed to operating environment standards
as of the Commencement Date (hardware and Software) which IBM will support
during the term of this Transaction Document.
IBM and Certegy agree to review and define the Application Installation
standards for this tower through the term of the agreement.
IBM will ensure that the Procedures Manual is updated to record the agreed
Application Standards for this tower through the Term of the Agreement.
Should there be agreement to a change in standards that would represent a
significant impact to the costs that would incurred by IBM, an adjustment of
service fees may be required.
Both parties undertake to follow the agreed standards as possible through
commercially reasonable steps.
These standards represent an agreed target for the Services and Applications and
are not to be seen to be subject to Minimum Service Level.
1
Schedule K of
Transaction Document #01-01
Network Tower
Applications Installation Standards (Operating Environment IT Standards)
1.0 INTRODUCTION
1.1.1 This Schedule K defines the mutually agreed to operating environment
standards as of the Commencement Date (hardware and Software) which IBM will
support during the term of this Transaction Document.
1.1.2 IBM and Certegy agree to review and define the application installation
standards for this tower through the term of this Transaction Document.
1.1.3 IBM will ensure that the Procedures Manual is updated to record the agreed
Application Standards for this tower through the Term of the Agreement.
1.1.4 Should there be agreement to a change in standards that would represent a
significant impact to the costs that would be incurred by IBM, an adjustment of
service fees may be required.
1.1.5 Both parties undertake to follow the agreed standards as possible through
commercially reasonable steps.
1.1.6 These standards represent an agreed target for the Services and
applications.
1
Schedule L of
Transaction Document #01-01
Mainframe Tower
Security Procedures and Responsibilities - Data and Physical
SECURITY MANAGEMENT
Certegy and IBM will each provide a focal point with responsibility for security
management.
This Schedule L defines the mutually agreed processes for the Security
Procedures and Responsibilities which IBM and Certegy will comply with during
the term of this Transaction Document.
During the Transition Period, with Certegy's assistance, IBM will develop a
detailed document that will define the mutually agreed security controls that
IBM will implement for this Transaction Document (the information security
controls document) within the Procedure Manual.
IBM and Certegy will jointly agree on the Security and access control procedures
for the security and /third party interface hardware supplied by Certegy and
operated at IBM or Certegy facilities where IBM has responsibility for such
hardware. The specific detail procedures will be developed and included in the
Procedures Manual and subject to audit.
IBM and Certegy agree to review and define Security Procedures and
Responsibilities for this tower and the Network Tower through the term of this
Transaction Document.
IBM will ensure that the Procedures Manual is updated to record the agreed
Security Procedures for this tower and the Network Tower through the term of
this Transaction Document.
Should there be agreement to a change in security procedures and
responsibilities that would represent a significant impact to the costs that
would be incurred by IBM, an adjustment of service fees may be required.
1
Both parties undertake to follow the agreed Security Procedures and
Responsibilities as possible through commercially reasonable steps.
Certegy will communicate the security procedures to Authorised Users (e.g.,
login procedures, password requirements, data and equipment security
procedures).
Certegy will notify IBM of changes to Certegy plans to make to its security
policies and standards before implementation.
IBM RESPONSIBILITIES FOR PHYSICAL SECURITY
IBM will be responsible for the following:
- during the Transition Period with Certegy's assistance, will perform a
baseline inventory of removable storage media (e.g., tapes, disks) for
which IBM has security responsibility;
- be responsible for the authorization of access control for all badge
reading devices in IBM data center sites;
- conduct periodic reviews of the data processing areas for which IBM
has security responsibility including reviews of access logs for
unusual occurrences and perform follow-up activities in accordance
with the procedures specified in the information security controls
document within the Procedures Manual;
- implement controls which protect printed output from unauthorized
access while under IBM's control;
- provide secure storage for removable storage media under IBM's
control;
- provide physical security controls at the IBM Data Center sites which
include but is not limited to: providing badge distribution, alarm
monitoring and response conduct drills (fire, tornado, etc); providing
emergency response;
- restrict access to data processing areas, whether at IBM or Certegy
facilities, for which IBM has security responsibility, to authorized
personnel only;
- protect all network services infrastructure components on IBM's
premises from unauthorized access. This includes routers, firewalls,
CSU/DSU's, diagnostic equipment, FEP's, etc;
- perform an annual audit and reconciliation of the tapes under IBM's
control and promptly notify the appropriate Certegy and IBM personnel
if discrepancies are discovered;
- resolve discrepancies discovered during the annual tape audit and
inform Certegy of the resolution;
2
- implement controls for and provide effective elimination of residual
information on removable storage media before disposal or reuse
outside of Certegy; and
- provide security implementation and administration on all remote
network equipment installed by IBM at Authorised User locations to
perform the Services (includes routers, CSU/DSU's, firewalls,
diagnostic modems, etc.).
IBM Responsibilities for Logical Security
IBM will be responsible for the following:
- advise Certegy of the latest concepts and techniques associated with
system and data access control;
- reset logon ID passwords for Certegy, Certegy Authorized Users, and
IBM personnel and disclose such passwords to authorized personnel;
- provide quarterly to Certegy for review (eg., re-verification) a list
of existing non-IBM system logon Ids;
- review and verify quarterly the system logon Ids for IBM personnel
(i.e., re-verification) and delete the Ids of those individuals who no
longer have a business need and/or are no longer authorized by
management to access the system;
- based on information provided by Certegy, delete the system logon IDs
of those individuals who no longer have a business need and/or are no
longer authorized by Certegy or Certegy's Authorized Users to access
the system;
- authorize System access to IBM employees, IBM sponsored vendors and
contractors and, with proper Certegy approval, Certegy's Authorized
Users only to the extent necessary to perform activities required by
the Master Agreement, this Transaction Document and its Schedules;
- perform system and data security tasks as agreed and documented in the
Procedures Manual;
- authorize requests, dependent on proper registration to appropriate
IBM personnel, read, write, create, and scratch access to system
resources, such as systems commands, restricted utilities operating
system files, IBM libraries, and IBM applications;
- administer and manage system and data access control software to a
level that is compliant with the current IBM standards unless
otherwise agreed;
- implement the functions and features of the access control software
that will satisfy Certegy's security practices as defined in the
Information Security controls section of the Procedures Manual;
3
- promptly inform Certegy of any security incident as IBM becomes aware
and recommend possible remedial action;
- establish, change, deactivate and remove System logon IDs and
associated System access authorities of Certegy staff and Certegy's
Authorized User IDs as authorised by Certegy;
- control and be responsible for the security officer/security
administrator user profiles on those systems for which IBM has
security responsibility;
- ensure safeguards are designed to deter intentional or accidental
security violations;
- perform reviews of systems and data access authorization at reasonably
requested intervals;
- ensure Authorized Users have unique identifiers to the extent
necessary to comply with Certegy's Security policies;
- conduct daily reviews of the security activity incidents report for
unusual access occurrences or unsuccessful attempts and perform
follow-up activities where necessary;
- in cooperation with Certegy, review the Certegy's security policies
and procedures for effectiveness and recommend improvements;
- be responsible for maintaining the agreed data security procedures for
Systems Software and access to Certegy mainframe production
application systems (on-line and batch), development systems and
libraries; and
- be responsible for Certegy's RACF administration responsibility to
grant read, write, create, and delete access to Certegy's business
application files and libraries (i.e., on-line RACF updates) and to
grant user access to CICS transactions defined as belonging to Certegy
business applications (i.e., on-line RACF updates), dependent on
proper registration whether it be TSO, Batch or CICS Facility.
Certegy Responsibilities for Logical Security
Certegy will be responsible for the following areas of logical security:
- review and verify monthly the system logon IDs for Certegy personnel
(i.e., re-verification) and notify IBM to delete the IDs of those
individuals who no longer have a business need and/or are no longer
authorized by management to access the system;
- administration of all Application Software-Certegy security;
4
- promptly acknowledge receipt of security exposures notified to Certegy
by IBM and inform IBM of Certegy's acceptance or rejection of IBM's
recommended remedial action or other remedial action Certegy
implements. In the event that Certegy chose not to implement in
accordance with the mutually accepted recommendations and it causes an
impact to the Services provided by IBM as determined by root cause
analysis, IBM shall be relieved of their responsibilities that they
are prevented from performing by such act;
- define the protection requirements for application resources via the
access control software; and
- Certegy will provide fully authorised security requests to IBM.
SECURITY RESPONSIBILITIES MATRIX
The Security Responsibilities Matrix attached hereto as Exhibit L-1 further
defines the security responsibilities of the Parties.
EXHIBIT L-l
SECURITY RESPONSIBILITIES MATRIX
R = Identify Requirements A = Assist X = Perform P = Primary S = Secondary
SECURITY MANAGEMENT IBM CERTEGY
- ------------------- --- -------
1. Provide an interface for day-to-day security management X X
2. Develop, document and implement an information security controls document as X A
part of the Procedures Manual
3. Provide IBM with Certegy's security policies, including updates as they X
occur
4. Review security policies for effectiveness and recommend improvements P S
5. Review amendments made to Certegy's security policies and standards and X
advise Certegy whether any proposed changes can be implemented within
existing Baselines and/or Annual Services Charge
6. Create and maintain the Security section of the Procedures Manual P S
7. Communicate the security procedures to Certegy's Authorised Users that are X
affected by this service, such as login procedures, password use, use of
anti-virus programs and security for data and equipment
8. Work to develop detailed information security controls document as part of P S
the Procedures Manual
5
9. Maintain and update the information security controls document when P S
necessary
10. Develop, document and implement and maintain security controls for those X X
subsystems and applications that do not use the access control software for
their security
PHYSICAL SECURITY IBM CERTEGY
- ----------------- --- -------
1. Provide physical security controls at Certegy facilities X
2. Provide physical security controls at IBM facilities X
3. Restrict access to all data processing areas at IBM facilities to X
authorized personnel only
4. Conduct periodic reviews of the data processing areas at Certegy's X
facilities including reviews of any access logs for unusual occurrences and
perform follow-up activities
5. Conduct periodic reviews of the data processing areas at IBM facilities X
including reviews of any access logs for unusual occurrences and perform
follow-up activities
6. Each party shall protect LAN Servers, routers, firewalls and infrastructure X X
devices that they are responsible for at Certegy facilities
7. Protect LAN Servers, routers, firewalls and infrastructure devices at IBM X
facilities
8. Implement controls which protect printed output from unauthorized access X
while under IBM's control
9. Provide secure storage for portable storage media including, but not limited X
to, tapes and disk packs under IBM's control
10. During the Transition Period, with the assistance of Certegy, perform a P S
baseline inventory of all portable storage media (e.g. tapes);
11. Perform an annual tape audit/reconciliation/resolution and promptly notify X
Certegy and IBM management when errors are detected
12. Implement controls and provide effective disposal of residual information X
on portable storage media before disposal
LOGICAL ACCESS CONTROL IBM CERTEGY
- ---------------------- --- -------
1. Identify the Certegy data classification/control criteria X
2. Install, maintain and upgrade new or existing data access control X
6
software when applicable
3. Implement the functions and features of the access control software which X
will satisfy Certegy's security practices as defined in the information
security controls document in the Procedures Manual
4. Implement the security system values and features of the supported operating X
systems which will satisfy Certegy's security practices as defined in the
information security controls document in the Procedures Manual
5. Identify the protection requirements for operating system resources X
6. Implement the protection requirements for operating system resources via X
the access control software, with all changes being scheduled through the
Change Control Process
7. Identify the protection requirements for Certegy's application resources X
8. Implement the protection requirements for Certegy's application resources X
via the access control software
9. Implement and maintain security controls for those subsystems and X
applications which do not use the access control software for their security
(excludes DBMS security)
10. Identify the protection requirements for Certegy's Authorised User data X
11. Implement the protection requirements for Certegy's Authorized User data X
via the access control software
12. Schedule and notify Certegy through a change control process of X
security/integrity fixes that must be applied to the in-scope systems as
they become available
13. Identify data encryption requirements X
14. Provide and support network encryption products as defined in the X
"Information Security Controls" document
15. Maintain and distribute encryption keys X
16. During the Transition Period assist IBM in performing a baseline inventory X
of all access ID's to the Certegy systems to be supported as part of this
contract
17. Provide IBM with fully approved and authorised security requests. X
18. Establish, change, deactivate and remove logon IDs and associated access X
authorities for Certegy employees and Certegy Authorized Users as authorised
by Certegy
19. Establish, change, deactivate and remove logon IDs and X
7
associated access authorities for IBM employees as authorised by Certegy
20. Periodically, as agreed to by Certegy, perform a continued business need S P
(re-verification) review of all Certegy logon ID's accessing the systems,
removing those which are identified as no longer authorized by management
21. Quarterly perform a continued business need (re-verification) review of X
all IBM logon ID's supporting the service, removing those which are no
longer authorized by management
22. Establish the process criteria for resetting user's passwords and X
disclosing them to authorized personnel
23. Reset IBM logon ID passwords and disclose passwords to authorized X
personnel
24. Reset Certegy and Certegy's Authorized User logon Ids, passwords and X
disclose passwords to authorized personnel
25. Review, approve and grant requests for privileged user authorities X
26. Review privileged user authorities quarterly and remove those for which X
management authorization no longer exists
27. Control and be responsible for the Security Officer/Administrator user X
profiles on all systems, when applicable and in the scope of this agreement
28. Periodically perform system security health checks X A
29. Periodically execute a technical review X
30. Capture audit records, retain for an agreed period of time, and supply X
reports to the Certegy Project Executive upon request
31. Promptly inform Certegy of any security issues of which IBM is aware and X
suggest possible remedial action
32. Promptly acknowledge receipt of security exposures identified by IBM and X
inform IBM of Certegy's acceptance or rejection of the suggested remedial
action
33. Take corrective action as appropriate to remedy security violations IBM has X
reported
DATA NETWORK IBM CERTEGY
- ------------ --- -------
1. Manage and maintain security of all firewall/gateway devices that may X
connect the IBM front end processors to the Certegy network for the
provision of the service
2. Identify all dial in services and those users who are authorized to X
8
DATA NETWORK IBM CERTEGY
- ------------ --- -------
use the services
3. Manage and maintain security controls for the dial in users X
4. Add, change, and delete user access to the dial in service based upon X
approval from Certegy
9
Schedule L of
Transaction Document #01-01
Network Tower
Security Procedures and Responsibilities - Data and Physical
THE ROLES AND RESPONSIBILITIES FOR THIS AGREEMENT ARE PRESENTED IN SCHEDULE L -
MAINFRAME TOWER.
1
Schedule M of
Transaction Document #01-01
Mainframe Tower
Help Desk services procedures
1.0 INTRODUCTION
A. This Schedule M "Mainframe Tower - Help Desk services procedures" describes
certain duties, obligations and responsibilities of IBM and Certegy as related
to the Help Desk services operations and management.
B. During the term of the Transaction Document, IBM will provide services to
Certegy as required by this Schedule M "Mainframe Tower - Help Desk services
procedures". Additionally, IBM will provide such other services as requested and
approved by Certegy during the term of this Transaction Document as New Services
in accordance with Section 9.6 of the Master Agreement.
C. The descriptions contained in this Schedule M describe specific types of
Services, and methods and procedures used to perform such Services as described
herein.
D. Definitions:
1. "NON-PRIME TIME" means all hours other than Prime Time.
2. "PRIME TIME" means for New Zealand processing 8:00 am - 8:00 pm New
Zealand time and for Australia processing means 8:00 am - 8:00 pm
Melbourne, Australia time, Monday through Friday.
All capitalized terms used and not defined in this Schedule M shall have the
meanings given them elsewhere in this Agreement.
3.0 HELP DESK SERVICES
A. Management of the Services by IBM
IBM shall be responsible for the operation and management of the Help
Desk services as described in this Schedule M. This responsibility
shall include establishing and maintaining a properly trained and
adequately staffed IBM population, including necessary management and
support staff.
IBM shall make available a Help Desk service to log and track problems
and work requests. Included in such responsibilities, IBM shall:
1
1. Provide a single call-in number for Certegy and Authorized Users to
call, to log and determine the status of a problem or work request;
2. Staff the Help Desk on a seven (7) day twenty-four (24) hour basis;
3. Follow the agreed escalation and problem resolution processes as
outlined in the Procedures Manual;
4. Liaise with the support groups within Certegy and other agents to
ensure that the problem escalation process is being followed;
5. Provide monthly problem reports, identifying the answer times, problem
numbers, problem status and call types and severity;
6. Provide daily reports on open problems, identifying level and time
that problems have been open;
7. Provide trend analyses as reasonably requested;
8. Cooperate with Certegy in developing problem management and escalation
processes; and
9. Coordinating with the agreed problem management and review processes.
2
SCHEDULE M
ATTACHMENT 1
MAINFRAME TOWER
HELP DESK SERVICES
Services Responsibilities Matrix
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
- ----------- --- -------
1.0 OPERATIONS
A. Log problems X
B. Track problems X
C. Escalate problems X A
D. Close resolve problems X
2.0 PROBLEM MANAGEMENT
A. Report on problems
1. Provide daily problem status X R
2. Provide monthly performance X
3. Provide trend analysis X
B. Document Help Desk procedures X
C. Problem management
1. Follow agreed escalation process X
2. Liaise with NAB and Certegy Help Desks X A
3. Document problem history X
4. Resolve problem within areas of IBM responsibilities X
5. Resolve problem within areas of Certegy responsibilities A
6. Ensure that problem ownership is defined for each problem X A
7. Conduct problem management meeting X A
8. Close problems X
9. Identify trends and suggest problem reduction strategies X A
1
Schedule M of
Transaction Document #01-01
Network Tower
Help Desk services procedures
The Help Desk services and responsibilities are as described in Schedule E Help
Desk Services-Mainframe Tower.
1
Schedule N of
Transaction Document #01-01
Mainframe Tower
Projects
1.0 INTRODUCTION
This Schedule N describes the methodology by which projects will be
performed in conjunction with the Transaction Document and the overall
Project Management process that will be implemented in order to support
delivery of such projects. The level at which a project will be managed
will be determined by the scope of the work and the Deliverables to be
provided under the project.
2.0 DEFINITIONS
All capitalized terms used and not defined in this Schedule N shall have
the same meanings given elsewhere in the Agreement. As used herein:
A. "ACCEPTANCE" or "ACCEPTED" means Certegy's concurrence that a
Deliverable satisfies the Completion Criteria set forth in the Project
Plan.
B. "COMPLETION CRITERIA" means mutually agreed upon written conditions
that IBM is required to meet in order to satisfy its obligations for
each project as set forth in the applicable Project Plan.
C. "DELIVERABLE" means any item delivered to Certegy under a project
which is specified in the Project Plan as a Deliverable.
3.0 PROJECT MANAGEMENT PROCESS
IBM 's Project Management process is based upon the premise that the IBM
Account Manager will have overall responsibility and accountability to meet
all agreed upon quality, cost, schedule and technical objectives of the
project. In addition, each Party will assign an individual to each project
to act as its respective representative with responsibility for specific
operational roles as described below and further delineated in the Project
Plan ("Project Manager"). Based upon the scope of the work and the
Deliverables to be provided under a project, a Project Manager may be
assigned to oversee multiple Projects.
Each project whether included as of the Commencement Date or subsequently
added at the request of Certegy, subject to Section 9.6 of the Master
Agreement, will have a plan developed (the "Project Plan") and, upon
approval by both Parties, the Project Plan will be assigned a sequential
number and will be attached to, and become a part of, this Schedule (e.g.,
Mainframe Project Plan M-1/Title, Mainframe Project Plan M-2/Title,
1
etc.). The terms and conditions of the Master Agreement and the Transaction
Document will apply to each project unless otherwise amended by the
applicable Project Plan.
4.0 PROJECT MANAGERS
A. IBM Responsibilities
IBM will assign a Project Manager who will have the authority to act on
behalf of IBM in all matters pertaining to the project with the exception
of contractual endorsement. The IBM Project Manager will:
1. manage the project for IBM including planning, directing, and
monitoring all project activities;
2. develop the detailed Project Plan in conjunction with the Certegy
Project Manager;
3. maintain files of the Project Plan and any associated documentation;
4. establish the project team and, in conjunction with the Certegy
Project Manager, apprise team members regarding the Project Management
process and the Project Plan, including individual responsibilities,
Deliverables, schedules, etc.;
5. be the primary point of contact to Certegy for the project to
establish and maintain communications with the Certegy Project
Manager;
6. define and monitor the support resources required for the project to
ensure these resources are available as scheduled;
7. measure, track and evaluate progress against the Project Plan;
8. resolve issues that may arise due to deviations from the Project Plan
with the Certegy Project Manager;
9. administer and, in conjunction with the Certegy Project Manager, be
accountable for project change control;
10. plan, schedule and participate in periodic project reviews, as
applicable, including review of the work products being produced;
11. provide periodic written status reports to Certegy that provide
information such as schedule status, technical progress, issue
identification and related action plans; and
12. establish and maintain the necessary financial controls for those
areas of the project for which IBM has responsibility.
2
B. Certegy Responsibilities
Certegy will assign a Project Manager who will have the authority to act on
behalf of Certegy in all matters pertaining to the project with the
exception of contractual endorsement. The Certegy Project Manager will:
1. be the single-point-of-contact for the management of Certegy's
obligations under the project;
2. serve as the interface between the project team members and Certegy's
business functions, units, or Affiliates participating in the project;
3. define Certegy's business and technical requirements for each project;
4. develop the detailed Project Plan in conjunction with the IBM Project
Manager and ensure that the Project Plan meets Certegy's business and
technical requirements;
5. establish the project team and, in conjunction with the IBM Project
Manager, apprise team members regarding the Project Management process
and the Project Plan, including individual responsibilities,
Deliverables, schedules, etc.;
6. provide operational guidance to, manage and be accountable for the
performance of Certegy personnel assigned to the project;
7. administer and, in conjunction with the IBM Project Manager, be
accountable for project change control;
8. attend project planning/review/status meetings, as required;
9. obtain and provide information, data, decisions and approvals, within
three days of IBM 's request, unless otherwise mutually agreed;
10. coordinate and schedule the attendance of Certegy personnel, as
appropriate, at planning/review/status meetings;
11. assist in the resolution of project issues and/or escalate within
Certegy for resolution as needed;
12. establish and maintain the necessary financial controls for those
areas of the project for which Certegy has responsibility; and
13. review and provide written confirmation that the Deliverables meet the
Completion Criteria set forth in the applicable Project Plan.
3
C. Each Party will give the other Party reasonable advance notice, in writing,
of a change to its respective Project Manager and will discuss any objections
the other Party may have to such change.
5.0 PROJECT PLAN
A Project Plan must be completed for each project and should contain the
following information:
A. Project Managers
This section will identify the Parties' respective Project Managers
including name, address, telephone number, pager number, and fax number.
B. Purpose and Scope of Work
This section will provide a summary of the overall purpose of the project
and define the scope of work to be performed.
C. Assumptions/Dependencies
This section will describe any key assumptions, dependencies, or critical
success factors upon which the project will be based and/or is dependent
upon for successful completion.
D. Definitions
This section will define any terms specific to a project.
E. IBM Responsibilities
This section will describe the responsibilities which IBM is required to
perform in order to complete the project.
F. Certegy Responsibilities
This section will describe the responsibilities which Certegy is required
to perform in order to complete the project.
G. Required Equipment and Materials
This section will list all required equipment and materials including, but
not limited to, hardware and software, which each Party must provide in
order to facilitate completion of the project.
H. Deliverables
This section will provide a description of any items to be delivered by IBM
under the project.
I. Estimated Schedule
This section will provide the planned schedule for completion of the
project, including any milestones and target dates for completion.
4
J. Completion Criteria
This section will state the criteria which IBM must meet in order to
satisfy its obligations under the project.
K. Charges/Invoicing
This section will specify the applicable charges for the project and the
basis for such charges and the terms for IBM's invoicing if different from
those contained in the Transaction Document.
L. Additional or Unique Terms and Conditions
This section will identify any terms and conditions in addition to or
different from those contained in the Master Agreement and the Transaction
Document.
6.0 PROJECT CHANGE CONTROL
Either Party may request a change to a project subject to the following
procedure:
All requests for a project change must be submitted via a Project Change
Request ("PCR"). The PCR must describe the change in detail, the rationale
for the change and the effect the change will have, if accepted, or the
impact it will have if rejected, on the project. The Project Manager of the
requesting Party will review the PCR and determine whether to submit the
request to the other Party.
If submitted, both Project Managers will review the proposed change and
approve it for further investigation, if required, or reject it. If the
Parties agree that the proposed change requires further investigation, the
Project Managers will authorize such investigation, and any charges by IBM
that IBM specifies for such investigation, by signing the PCR. The
investigation to be conducted will determine the technical merits and the
effect on price, schedule, and other terms and conditions that may result
from the implementation of the proposed change. The requesting Party's
Project Manager may then approve or reject the change.
If rejected, the PCR will be returned to the requesting Party along with
the reason for rejection.
If approved, the change will be implemented by providing written
authorization signed by authorized representatives of both Parties ("Change
Authorization").
7.0 COMPLETION
IBM will notify Certegy, in writing, when the Completion Criteria for a
Deliverable has been met. Certegy must inform IBM, in writing, within ten
(10) business days following receipt of IBM's notification if Certegy
believes IBM has not met the Completion Criteria, together with reasonable
detail as to the reasons for such belief. If IBM does not receive written
notice within such period, then the Deliverable(s) will be deemed Accepted.
5
Schedule N of
Transaction Document #01-01
Network Tower
Projects
PROCEDURES DEFINED IN SCHEDULE N OF THE TRANSACTION DOCUMENT FOR THE MAINFRAME
TOWER ARE TO BE APPLIED TO ANY NETWORK TOWER PROJECT.
THERE ARE NO NETWORK TOWER PROJECTS APPROVED AS OF THE COMMENCEMENT DATE.
1
Schedule O of
Transaction Document #01-01
Affected Employees
THERE ARE NO AFFECTED EMPLOYEES AS OF THE EXECUTION DATE OF THIS TRANSACTION
DOCUMENT #01-01.
1
Schedule P of
Transaction Document #01-01
Maintenance Terms
This Schedule is not applicable to this Transaction Document #00-01.
1
Schedule Q of
Transaction Document #01-01
Outstanding Employee Claims
This Schedule is not applicable to this Transaction Document #00-01.
1
Schedule R of
Transaction Document #01-01
Services Transition Assistance
1. INTRODUCTION
1.1. This Schedule R defines the assistance IBM will provide to Certegy upon
expiration or termination of the Agreement and/or this Transaction Document.
2. SERVICES TRANSFER ASSISTANCE
2.1. It is the intent of the Parties that at or, upon expiration or termination
of the Agreement and/or Transaction Document, IBM will cooperate with Certegy to
assist with the orderly transfer of the services, functions, responsibility, and
operations comprising the Services provided by IBM, hereunder, to another
services provider or one or more members of the Certegy Group itself.
2.2. Prior to expiration or termination of the Agreement and/or this Transaction
Document, Certegy may request IBM to perform and, if so requested, IBM shall
perform (except in the event of termination for cause by IBM)) services, in
connection with migrating the work of the Certegy Group to another services
provider or the Certegy Group itself (through "Services Transfer Assistance").
2.3. Services Transfer Assistance shall be provided:
2.3.1. until the effective date of expiration or termination with respect to the
Services; and
2.3.2. for expiration or termination related services which are in addition to
the Services, for up to six additional months after the effective date of
expiration or termination.
2.4. Services Transfer Assistance shall include providing Certegy and its
Affiliates and their agents, contractors and consultants, as necessary, with the
following services:
2.4.1. Pre-migration Services:
(a) assisting the new operations staff in developing a plan for the
transition of all requested and appropriate operations from IBM;
(b) providing the new operations staff personnel training in the
performance of the Services being transferred;
(c) providing the new operations staff with any other information regarding
the Services that is required to implement the transition plan and
providing such information as necessary for the new operations staff to
perform the Services in an orderly manner, minimizing disruption in the
operations of Certegy;
1
(d) notifying all IBM subcontractors of procedures to be followed during
the turnover phase;
(e) freezing all non-critical Software changes as requested by Certegy;
(f) reviewing all Software libraries (test and production) with the new
service provider and/or Certegy;
(g) identifying, recording and providing control release levels for the
operating Systems Software used by IBM to provide the Services;
(h) providing documentation to the new or existing operations staff which
has been provided to IBM by Certegy, jointly developed between IBM and
Certegy, and/or technical documentation as required to support the Services
but excluding any documentation which is IBM Confidential Information which
is not required to support the services;
(i) assisting in establishing naming conventions for the new production
site;
(j) providing to the new operations staff reasonable access and use of
equipment, software, personnel, third parties, and other resources used by
IBM to provide the Services, subject to any prohibitions or restrictions on
the use or disclosure of the software as required by the license
agreements;
(k) analyzing space required for the data-bases and Software libraries; and
(l) generating a tape and listing of the source code in a form reasonably
requested by Certegy.
2.4.2. Migration Services:
(a) unloading the production data bases as requested by Certegy;
(b) unloading all requested Certegy data files and other Certegy
Confidential Information from the System and delivering it to Certegy
together with any IBM Confidential Information which is required to perform
the service subject to the requirements of section 2.6.3;
(c) delivering tapes of production data-bases (with content listings) and
printouts of control file information to the new operations staff;
(d) assisting with the loading of the data-bases;
(e) providing reasonable assistance to new operations staff with the
turnover of operational responsibilities;
(f) reviewing and explaining the Procedures Manual to the new operations
staff;
2
(g) assisting the new operations staff in notifying outside vendors of the
procedures to be followed during the migration;
(h) assisting the new operations staff in preparation of and conducting
migration testing;
(i) assisting with the communications network turnover, if applicable; and
(j) assisting in the execution of a parallel operation until the effective
date of expiration or termination of the Agreement and/or this Transaction
Document.
2.4.3. Post-migration Services:
(a) answering questions regarding the Services on an as-needed basis during
the 90 day period following the date of expiration or termination; and
(b) returning to Certegy any remaining Certegy owned reports and
documentation still in IBM's possession.
2.5. If any Services Transfer Assistance provided by IBM requires the
utilization of additional resources for which there is a current Baseline,
Certegy will pay IBM for the incremental resources using the applicable charging
methodology set forth in Schedule J of the Transaction Document.
2.6. If the Services Transfer Assistance requires IBM to incur expenses in
excess of the expenses that IBM would otherwise incur in the performance of the
Agreement and/or this Transaction Document, then:
2.6.1. IBM shall notify Certegy of any additional expenses associated with the
performance of any additional services pursuant to Section 2.5 and this Section
2.6 within 30 days of receiving a written work-order request from Certegy prior
to performing such services;
2.6.2. upon Certegy's authorization, IBM shall perform the additional services
and upon completion of the services IBM will invoice Certegy for such services;
and
2.6.3. Additionally, prior to providing any of the Services Transfer Assistance,
the new operations staff shall provide to IBM an executed confidentiality
agreement regarding IBM's Confidential Information disclosed or provided to the
new operations staff while providing the Services Transfer Assistance; and
2.6.4. Certegy shall pay IBM for such additional expenses incurred within thirty
(30) days of the date of receipt of the applicable invoice.
3
Schedule S of
Transaction Document #01-01
Mainframe Tower
Performance Standards, Minimum Service Levels, and Service Credits
1 INTRODUCTION
1.1 IBM and Certegy have developed detailed Performance Standards and Minimum
Service Levels that will adequately measure and track the performance of
Services provided by IBM.
1.2 This Schedule S describes:
1.2.1 The performance standards and Minimum Service Levels for the defined
Services which IBM is required to meet during the term of the Transaction
Document. Such Performance Standards and Minimum Service Levels are set forth in
Charts C-l through C-8 of Exhibit C-l to this Schedule S; the effective date for
each of the attendant Service Credits is identified in the attached Charts in
the section titled "Implementation Criteria";
1.2.2 Service Credits are in accordance with Section 9.9 of the Master
Agreement, should IBM fail to meet the Minimum Service Levels as set forth in
this Schedule; and
1.23 Certain Certegy responsibilities.
2 DEFINITIONS
2.1 "ACTUAL UPTIME" means, out of the Service Periods, the aggregate number of
hours in any calendar month during which the Host System and/or each defined
Application is actually available for use by Authorized Users.
2.2 "APPLICATION" means individual subsystems or environments comprising the
Applications Software.
2.3 "AVAILABILITY" means Actual Uptime plus Excusable Downtime divided by
Scheduled Uptime. For purposes of determining whether IBM's performance meets
any Performance Standard and Minimum Service Level, Availability will be
measured based on a monthly average during each calendar month of the term of
the Transaction Document, to be calculated once monthly within ten (10) business
days following the end of each calendar month.
2.4 "CRITICAL SYSTEM PROCESS" means a process associated with a Critical
Business Application System for which there is a defined Performance Standard
and Minimum Service Level.
2.5 EXCUSABLE DOWNTIME" means, out of the Scheduled Uptime, the aggregate number
of hours in any calendar month during which the Host System and/or each defined
Critical System Process is down due to action or inaction by Certegy or due to a
Force Majeure Event, which
1
failure is not attributable to IBM's failure to exercise due care including,
without limitation, failure to provide proper preventive or remedial
maintenance.
2.6 "EXTENDED FUNCTIONALITY" means the state of the Application Software-Certegy
when the batch job PNBC600 or its replacement has completed.
2.7 "FULL FUNCTIONALITY" means the state of the Application Software-Certegy
when the batch job PNBC678 or its replacement has completed and the system is
current and operational.
2.8 "HOST SYSTEM" means Machines and related Systems Software.
2.9 "INTERNAL RESPONSE TIME" means the internal response time of CICS
transactions in a region as measured by the software tool Omegamon CICS
2.10 "MARKET" means each geographical region processed out of the IBM data
centre as currently identified as Australia and New Zealand within Charts 1-8
within Exhibit C-1.
2.11 "MONTHLY MAINFRAME CHARGES" means the combined RPP and DASD Resource
Charges and the Resource Charges associated with the Standby Production Services
for any calendar month.
2.12 "MEASUREMENT PERIOD" means the time intervals for monitoring, evaluating
and calculating IBM's performance against the Performance Standards and Minimum
Service Levels and the Service Credits, if any.
2.13 "MINIMUM SERVICE LEVEL" or "MSL" means the level of performance set forth
in Charts C-l through C-8 of Exhibit C-l.
2.14 "RESPONSE TIME" means the time taken to initiate the procedures and tasks
outlined in the Procedures Manual for System and Network problems.
2.15 "RESOLUTION TIME" means the time taken to complete the procedures and tasks
outlined in the Procedures Manual for System and Network problems.
2.16 "SCHEDULED DOWNTIME" means, out of the Service Periods, the aggregate
number of hours in any calendar month during which the Host System and/or each
defined CRITICAL SYSTEM PROCESS is scheduled to be unavailable for use by
Authorized Users due to such things as preventive maintenance, system upgrades,
etc. The Parties must mutually agree on Scheduled Downtime.
2.17 "SERVICE PERIODS" means the days of the week and hours per day that the
Host System and/or each defined CRITICAL SYSTEM PROCESS is scheduled to be
available for use by Authorized Users as set forth in Exhibit C-l, subject to
adjustment for mutually agreed upon Scheduled Downtime.
2.18 "SCHEDULED UPTIME" means of the Service Periods, the aggregate number of
hours in any calendar month during which the Host System and/or each defined
CRITICAL SYSTEM PROCESS is scheduled to be available for use by Authorized
Users.
2
2.19 "UNAVAILABILITY" means actual downtime less Scheduled Downtime divided by
Scheduled Uptime. For purposes of determining whether IBM's performance meets
any Performance Standard and Minimum Service Level, Unavailability will be
measured based on a monthly average during each calendar month of the term of
the Transaction Document, to be calculated once monthly within ten (10) business
days following the end of each calendar month.
All capitalized terms used and not defined in this Schedule S shall have
the same meanings given them elsewhere in the Agreement.
3 Reporting
3.1 By the tenth (10th) business day of each calendar month during the term of
the Transaction Document, IBM will submit to Certegy a report or set of reports
assessing IBM's performance against the Performance Standards and the Minimum
Service Levels during the previous calendar month and detailing IBM's
performance in those categories identified on Charts C-l through C-8. IBM will
also be responsible for promptly investigating and correcting failures including
failures to meet such Performance Standards and Minimum Service Levels by:
3.1.1 initiating problem investigations to identify root causes of failures;
3.1.2 promptly reporting problems to Certegy that reasonably could be expected
to have a material adverse effect on Certegy or its Authorized Users operations;
and
3.1.3 making written recommendations to Certegy for improvement in procedures.
3.2 In addition to any Service Credits required by the Agreement and Section 8
hereof, IBM with Certegy's assistance shall diligently identify root causes,
correct their respective problems, as identified through the root cause
analysis, and minimize recurrences of missed Performance Standards and Minimum
Service Levels for which it is responsible. IBM will provide Certegy with a
report describing the results of its root cause analysis and other facts
relating to IBM's failure to attain MSLs. Certegy will use commercially
reasonable efforts to correct and minimize the recurrence of problems for which
Certegy is responsible and which prevent IBM from meeting the Performance
Standards and Minimum Service Levels.
4 Periodic Reviews
4.1 Performance Standards and Minimum Service Levels will be reviewed and
adjusted, if applicable, by the IPT. Any such changes will be implemented
through the Change Control Process. The Parties intend that the Performance
Standards and Minimum Service Levels will not be less favorable to the Certegy
Group during the term of the Transaction Document to which they are applicable
than they are at the initiation of the Services pursuant to such Transaction
Document, and will be improved over time. Any adjustments to applicable
Performance Standards and Minimum Service Levels will be based upon:
4.1.1 Technology changes to the environment.
4.1.2 Certegy or its Authorized Users' business change.
3
4.2 Otherwise, the Performance Standards and Minimum Service Levels will remain
the same.
5 Benchmarks
5.1 Should a change to any of the factors listed in Section 4.0 influence or
determine the attainment of a Performance Standard and Minimum Service Level
(e.g., software or hardware changes), IBM and Certegy may create mutually agreed
upon parameters against which a benchmark will be taken both prior to and
subsequent to such change in order that the affected Performance Standard and
Minimum Service Level can be adjusted on a mutually agreeable basis accordingly.
5.2 IBM may not be obligated for Service Credits during the benchmarking period
to the extent that such change prohibits IBM from meeting such Minimum Service
Levels.
6 Performance Standard and Minimum Service Level Impact
6.1 For any calendar month for which, based on capacity planning activities
utilizing Certegy business projections and IBM's historical trend analysis, IBM
has provided written performance recommendations to Certegy to allow for
continued Performance Standard and Minimum Service Level attainment with lead
time reasonably sufficient for Certegy to verify and approve such
recommendations, and these recommendations are valid but declined by Certegy or
Certegy does not respond to IBM's recommendations, then IBM will be relieved of
its LPAR related Performance Standard and Minimum Service Level obligations on
an LPAR by LPAR basis for any calendar month for the environments for which
recommendations were made and the capacity was exceeded, to the extent that the
root cause analysis of such Performance Standard and/or Minimum Service Level
failure demonstrates that the root cause was Certegy's refusal to accept and
implement such recommendations.
6.2 IBM shall be relieved of its performance obligations under the Performance
Standards and Minimum Service Levels for any calendar month to the extent that
RPPs and DASD resources provided by IBM meet the capacity set forth in the
Supplement, or as adjusted by incremental RPPs and DASD requested by Certegy and
the root cause analysis demonstrates that such level of utilization was the
cause of IBM failing to satisfy such Performance Standard or Minimum Service
Level in such month, except in the case where it is demonstrated that the
capacity constraint demonstrated through the root cause analysis is due to the
total resource demand of IBM managed systems or utilities exceeding the agreed
ceiling for these resources. The agreed ceiling for CPU and DASD resources is to
be defined and agreed during the first 90 days following the implementation of
the production service and may be subject to change upon agreement through the
term of this Transaction Document.
4
7 PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL CRITERIA
7.1 On-line Application services will be made available during the Service
Periods set forth in Exhibit C-l to this Schedule S. IBM shall perform the
Services as necessary to meet each of the Performance Standards and Minimum
Service Levels set forth in Exhibit C-l relating to each defined Application.
7.2 Changes to the Performance Standards, Minimum Service Levels and/or Service
Periods must be made in writing and approved by the IPT.
7.3 IBM will perform scheduled batch processing services in accordance with the
Performance Standards and Minimum Service Levels set forth in Exhibit C-l. IBM
shall be relieved from applicable Performance Standards and Minimum Service
Levels if it does not receive certain critical inputs from Certegy or its
Authorized Users by the designated time, where the required file are available
and ready for use within the IBM managed infrastructure, and successful
completion of the appropriate Application batch job stream to the extent
controlled by Certegy.
7.4 Certegy recognizes that its deviation from scheduled batch job streams may
result in batch output not being available by the scheduled time.
7.5 If Certegy or its Authorized Users fails to deliver any critical input by
the deadline for the applicable batch processing job, or deviates from scheduled
batch job streams, IBM will use commercially reasonable efforts, once the input
is received, or corrections are made by Certegy, to complete such batch
processing by the scheduled time. In this case, IBM would not be subject to a
Service Credit for this application.
7.6 Additional Performance Standards and Minimum Service Levels:
7.6.1 NEW APPLICATIONS: Performance Standards and Minimum Service Levels for
new Applications which are critically material to Certegy's business shall be
set forth in Exhibit C-1. The Performance Standard and Minimum Service Level for
each new Application shall be negotiated between IBM and Certegy based on actual
performance during the first ninety (90) days following implementation balanced
with performance forecasts (new Applications shall meet the mutually agreed
qualification criteria and be compatible with the Applications Installation
Standards specified in Schedule K); provided, however, that such new Application
Availability Performance Standard and Minimum Service Level shall be consistent
with the standards set forth in Exhibit C-1 for other comparable Applications.
In the event that agreement is not achieved in ninety (90) days, Section 16 of
the Master Agreement will be followed.
7.6.2 NEW SERVICES: When additional or New Services, other than new
Applications, for which there will be a Performance Standard and Minimum Service
Level are added to the operating environment, the Performance Standard and
Minimum Service Level for each additional or New Service shall be negotiated
between IBM and Certegy based on actual performance during the first ninety (90)
days following implementation. Such mutually agreed upon Performance Standard
and Minimum Service Level will be set forth in Exhibit C-1.
5
7.6.3 CURRENT SERVICES: For the services presented in Charts 1-9 of Exhibit C-l,
IBM will measure and report its performance of the Services against the
applicable Performance Standards and Minimum Service Levels during the initial
ninety (90) day period immediately following the implementation of the
application in the production service (such period is referred to herein as the
"Initial Tracking Period"). IBM and Certegy will re-evaluate and jointly agree
on changes to the Performance Standards and Minimum Service Levels during the
Initial Tracking Period and implement as appropriate. The Performance Standards
and Minimum Service Levels will be implemented and effective as of Commencement
Date but the Service Credits shall not apply until the end of the Initial
Tracking Period and agreement by both parties of the Minimum Service Levels that
shall apply at all times thereafter unless otherwise agreed. In the event that
agreement is not achieved in ninety (90) days, Section 16 of the Master
Agreement will be followed.
7.7 In the event of a disaster the service levels as measured through the "Daily
Outages Through the Measurement Period" in Service Credit Tables C1 - C6 and the
"Target Service Levels" in Chart 8 part 2, will be relaxed by 10% from the end
of the four hour recovery window until the end of the fifth (5th) day following
the declaration of the disaster at which point the service levels will revert to
the normal levels specified within this Schedule S- Mainframe Tower. For the
service targets set out in Chart 8 Part 2 the 10% adjustment will be applied by
reducing the specified monthly target achievement by 10% divided by the number
of days in the applicable calendar month and multiplied by the number of the
days of the DR period falling in that month, to allow for the proportion of the
month falling into 5 day recovery window. For the service targets defined in
Service Credit Tables C1-C7 the target times will be extended by 10% during the
five-day recovery window.
7.8 IBM will track and report on but will not incur penalties for those service
level standards having either a priority rating of A or B as identified in Chart
8 Part 2. However, if these standards are not attained in the same Market for 2
consecutive months, then beginning in the next month, the relevant priority will
be automatically adjusted as follows: priority A will become priority 2, and
priority B will become priority 3. Any relevant priority, which has been
increased as described herein, will revert to its original priority if it is
attained for six consecutive months in the same Market.
8 Service Credits
8.1 In accordance with Section 3.2 of the Master Agreement, should IBM fail to
achieve the Minimum Service Levels as set forth in Exhibit C-l, IBM will pay
Service Credit(s) to Certegy. IBM will be relieved of responsibility in
accordance with this Schedule S for any Minimum Service Level(s) and any
associated Service Credits to the extent affected by the items described below
where IBM's failure to meet the Minimum Service Level(s) is due to:
8.1.1 The conditions and considerations outlined in sections 6.1, 6.2, 7.3 and
7.5 of this document;
8.1.2 Problems determined to be caused by the actions or inaction of Certegy's
personnel;
6
8.1.3 Changes made to the environment by Certegy directly or by IBM personnel in
response to a request from duly authorized Certegy personnel through the
recognized work order or Change Control Process;
8.1.4 Certegy's change in prioritization of available resources;
8.1.5 Certegy's failure to perform Certegy's obligations as set forth in the
Master Agreement and the Schedules to the extent such failure affects IBM's
ability to perform the Services at the specified Minimum Service Levels (e.g.,
provision of adequate system capacity to provide the Minimum Service Level
commitments, environmental factors/facilities, Certegy procedural errors);
8.1.6 Performance or nonperformance by Certegy's third party vendors and
suppliers;
8.1.7 In the event of declared disaster the service levels are exempted from the
commencement of the disaster until 4 hours following the declaration of the
disaster;
8.1.8 Problems resulting from the application being provided by Certegy being
demonstrated through root-cause analysis to be insufficient to allow completion
or overall throughput of the scheduled application to allow achievement of the
required Minimum Service Level for that application;
8.1.9 The Minimum Service Levels have not been demonstrated to be deliverable
within the production service within a 90 day benchmarking period as defined in
7.6.1, in which the application is operational within the production environment
and subject to the full transaction loads of the application service; or
8.1.10 The failure to meet the MSL for Service is due to a failure of the
carrier services implemented as agreed and defined within Schedule I of this
agreement, is excluded from consideration in the Schedule and is addressed in
Schedule S- Network Tower.
8.2 The applicable Service Credits shall be determined or calculated as follows:
8.2.1 For failure to meet the Minimum Service Level in any of the defined
Service categories, the Service Credit will be determined as set forth in
Exhibit C-1.
8.2.2 In no event will IBM be liable for more than twenty percent (20%) of the
Monthly Mainframe Charges.
8.2.3 The Minimum Service Level or Performance Level represent a tiered
hierarchy of measures in which the liability of IBM for problems shown by root
cause analysis conducted by the parties to be the result of a single event be
limited to the sum of:
a) a single applicable Minimum Service Level or Performance Level for
each of the Markets impacted by the event from the sets of measures
defined in Charts 1 to 7 inclusively and:
7
b) a single applicable Minimum Service Level or Performance Level for
each of the Markets impacted by the event from the set of Critical
Processes defined in Chart 8 of this Schedule S.
8.2.4 If there is more than one applicable Minimum Service Level or Performance
Level for each of the Markets within parts a or b, the service credit to be paid
by IBM is limited to the single penalty for each of the Markets from each of
parts a and b which represents the largest financial amount, subject to the
capping defined in Section 8.2.2.
Exhibit C-1
Performance Standards and Minimum Service Levels
Chart C-1(1)
Base 2000 Cardholder System Availability - Australia
SERVICE DESCRIPTION: Maintain Host System Availability of the on-line Base
2000 Cardholder system environment during the Service
Periods set forth in this Chart C-l for the regions
listed in Chart C-9. An Authorized User must be able
to obtain current up-to-date information from Files
provided by Applications through the Authorized Users
normal process. IBM shall provide to Certegy reports
detailing IBM'S performance against Performance
Standards and Minimum Service Levels on a monthly
calendar period basis.
SERVICE PERIODS: The Service Period is considered to be all times
other than the Schedule Downtime.
ENVIRONMENT DESCRIPTION: Base 2000 Cardholder system Availability Performance
Standard and Minimum Service Level (MSL) attainment
shall be reported by individual regions as described
in Service Credit Table C-1. The associated on-line
system tools shall be operational during Base2000
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will
receive Service Credits that will be based on the
duration and frequency of individual outages on a
monthly calendar basis as defined in the Service
Credit Table C-1.
The Service Credit amount is a percentage of the
Monthly Mainframe Charges.
REPORTS: Daily and weekly outage by region
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service Levels
will be implemented and effective as of the
Commencement Date subject to Clause 7.6.3 of this
Schedule.
PERFORMANCE STANDARD AND
MINIMUM SERVICE
SERVICE CRITERIA LEVEL (MSL) MEASUREMENT METHOD
---------------- ------------------------ ---------------------------
Systems to be available MSL for an outage The Availability of the
at all times excluding occurrence is ten (10) Region is to be defined as
Scheduled minutes or less the regions being online
Unavailability per event and
- ----------
(1) All times referred to herein are local time Melbourne, Australia.
8
Downtime. within the Measurement responsive to Authorised
Period. Users with access to
current and up-to-date
information.
A Service Credit is due The tool used to measure
if an outage occurrence and report Availability is
exceeds ten (10) minutes to be agreed by the
of Unavailability in any parties.
Measurement Period
The target Performance The measurement is Base2000
Standard shall be one Cardholder System
hundred percent (100%) Availability in minutes and
Availability excluding the number of outage
Scheduled Downtime. occurrences.
9
Chart C-2(2)
Base 2000 Cardholder System Availability - New Zealand
SERVICE Maintain Host System Availability of the on-line Base 2000
DESCRIPTION: Cardholder system environment during the Service Periods set
forth in this Chart C-2 for the regions listed in Chart C-9.
An Authorized User must be able to obtain current up-to-date
information from Files provided by Applications through the
Authorized Users normal process. IBM shall provide to Certegy
reports detailing IBM's performance against Performance
Standards and Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
ENVIRONMENT Base 2000 Cardholder system Availability Performance Standard
DESCRIPTION: and Minimum Service Level (MSL) attainment shall be reported
by individual regions as described in Service Credit Table
C-2. The associated on-line system tools shall be operational
during Base2000 Cardholder System Service Periods. Any
downtime (excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the duration and
frequency of individual outages on a monthly calendar basis
as defined in the Service Credit Table C-2.
The Service Credit amount is a percentage of the Monthly
Mainframe Charges.
REPORTS: Daily and weekly outage by region.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
Systems to be available MSL for an outage occurrence is ten (10) The Availability of the Region is to be
at all times excluding minutes or less Unavailability per event defined as the regions being online and
Scheduled Downtime. within the Measurement Period. responsive to Authorised Users with
access to current and up-to-date
A Service Credit is due if an outage information.
occurrence exceeds ten (10) minutes of
Unavailability in any Measurement Period. The tool used to measure and report
Availability is to be agreed by the
The target Performance Standard shall be parties.
one hundred percent (100%) Availability
excluding Scheduled Downtime. The measurement is Base2000 Cardholder
System Availability in minutes and the
number of outage occurrences.
- ----------
(2) All times referred to herein are in local time New Zealand.
10
Chart C-3(3)
Base 2000 Collections System Availability - Australia
SERVICE Maintain Host System Availability of the on-line Base 2000
DESCRIPTION: Collections system environment during the Service Periods set
forth in this Chart C-3 for the regions listed in Chart C-9.
An Authorized User must be able to obtain current up-to-date
information from Files provided by Applications through the
Authorized Users normal process. IBM shall provide to Certegy
reports detailing IBM's performance against Performance
Standards and Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
ENVIRONMENT Base 2000 Cardholder system Availability Performance Standard
DESCRIPTION: and Minimum Service Level (MSL) attainment shall be reported
by individual regions as described in Service Credit Table
C-3. The associated on-line system tools shall be operational
during Base2000 Collections System Service Periods. Any
downtime (excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the duration and
frequency of individual outages on a monthly calendar basis
as defined in the Service Credit Table C-3.
The Service Credit amount is a percentage of the Monthly
Mainframe Charges.
REPORTS: Daily and weekly outage by region.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
Systems to be available MSL for an outage occurrence is ten (10) The Availability of the Region is to be
at all times excluding minutes or less Unavailability per event defined as the regions being online and
Scheduled Downtime. within the Measurement Period. responsive to Authorised Users with
access to current and up-to-date
A Service Credit is due if an outage information.
occurrence exceeds ten (10) minutes of
Unavailability in any Measurement Period. The tool used to measure and report
Availability is to be agreed by the
The target Performance Standard shall be parties.
one hundred percent (100%) Availability
excluding Scheduled Downtime. The measurement is Base2000 Collections
System Availability in minutes and the
number of outage occurrences.
- ----------
(3) All times referred to herein are in local time Melbourne, Australia.
11
Chart C-4(4)
Base 2000 Collections System Availability - New Zealand
SERVICE Maintain Host System Availability of the on-line Base 2000
DESCRIPTION: Collections system environment during the Service Periods set
forth in this Chart C-4 for the regions listed in Chart C-9.
An Authorized User must be able to obtain current up-to-date
information from Files provided by Applications through the
Authorized Users normal process. IBM shall provide to Certegy
reports detailing IBM's performance against Performance
Standards and Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
ENVIRONMENT Base 2000 Cardholder system Availability Performance Standard
DESCRIPTION: and Minimum Service Level (MSL) attainment shall be reported
by individual regions as described in Service Credit Table
C-4. The associated on-line system tools shall be operational
during Base2000 Collections System Service Periods. Any
downtime (excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the duration and
frequency of individual outages on a monthly calendar basis
as defined in the Service Credit Table C-4.
The Service Credit amount is a percentage of the Monthly
Mainframe Charges.
REPORTS: Daily and weekly outage by region.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
Systems to be available MSL for an outage occurrence is ten (10) The Availability of the Region is to be
at all times excluding minutes or less Unavailability per event defined as the regions being online and
Scheduled Downtime. within the Measurement Period. responsive to Authorised Users with
access to current and up-to-date
A Service Credit is due if an outage information.
occurrence exceeds ten (10) minutes of
Unavailability in any Measurement Period. The tool used to measure and report
Availability is to be agreed by the
The target Performance Standard shall be parties.
one hundred percent (100%) Availability
excluding Scheduled Downtime. The measurement is Base2000 Collections
System Availability in minutes and the
number of outage occurrences.
- ----------
(4) All times referred to herein are in local time New Zealand.
12
Chart C-5(5)
Base 2000 Authorizations System Availability - Australia
SERVICE Maintain Host System Availability of the on-line Base 2000
DESCRIPTION: Cardholder system environment during the Service Periods set
forth in this Chart C-5 for the regions listed in Chart C-9.
An Authorized User must be able to obtain current up-to-date
information from Files provided by Applications through the
Authorized Users normal process. IBM shall provide to Certegy
reports detailing IBM's performance against Performance
Standards and Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
ENVIRONMENT Base 2000 Cardholder system Availability Performance Standard
DESCRIPTION: and Minimum Service Level (MSL) attainment shall be reported
by individual regions as described in Service Credit Table
C-5. The associated on-line system tools shall be operational
during Base2000 Authorization System Service Periods. Any
downtime (excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the duration and
frequency of individual outages on a monthly calendar basis
as defined in the Service Credit Table C-5.
The Service Credit amount is a percentage of the Monthly
Mainframe Charges.
REPORTS: Daily and weekly outage by region.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
Systems to be available MSL for an outage occurrence is ten (10) The Availability of the Region is to be
at all times excluding minutes or less Unavailability per event defined as the regions being online and
Scheduled Downtime. within the Measurement Period. responsive to Authorised Users with
access to current and up-to-date
A Service Credit is due if an outage information.
occurrence exceeds ten (10) minutes of
Unavailability in any Measurement Period The tool used to measure and report
Availability is to be agreed by the
The target Performance Standard shall be parties.
one hundred percent (100%) Availability
excluding Scheduled Downtime. The measurement is Base2000
Authorization System Availability in
minutes and the number of outage
occurrences.
- ----------
(5) All times referred to herein are in local Melbourne time
13
Chart C-6(6)
Base 2000 Authorizations System Availability - New Zealand
SERVICE Maintain Host System Availability of the on-line Base 2000
DESCRIPTION: Cardholder system environment during the Service Periods set
forth in this Chart C-6 for the regions listed in Chart C-9.
An Authorized User must be able to obtain current up-to-date
information from Files provided by Applications through the
Authorized Users normal process. IBM shall provide to Certegy
reports detailing IBM's performance against Performance
Standards and Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
ENVIRONMENT Base 2000 Cardholder system Availability Performance Standard
DESCRIPTION: and Minimum Service Level (MSL) attainment shall be reported
by individual regions as described in Service Credit Table
C-6. The associated on-line system tools shall be operational
during Base2000 Authorization System Service Periods. Any
downtime (excluding Scheduled Downtime) of a region for more
than ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the duration and
frequency of individual outages on a monthly calendar basis
as defined in the Service Credit Table C-6.
The Service Credit amount is a percentage of the Monthly
Mainframe Charges.
REPORTS: Daily and weekly outage by region.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
Systems to be available MSL for an outage occurrence is ten (10) The Availability of the Region is to be
at all times excluding minutes or less Unavailability per event defined as the regions being online and
Scheduled Downtime. within the Measurement Period. responsive to Authorised Users with
access to current and up-to-date
A Service Credit is due if an outage information.
occurrence exceeds ten (10) minutes of
Unavailability in any Measurement Period. The tool used to measure and report
Availability is to be agreed by the
The target Performance Standard shall be parties.
one hundred percent (100%) Availability
excluding Scheduled Downtime. The measurement is Base2000
Authorization System Availability in
minutes and the number of outage
occurrences.
Chart C-7(7)
Help Desk Services
- ----------
(6) All times referred to herein are in local time New Zealand
(7) All times referred to herein are in local Melbourne time
14
SERVICE The Help Desk service description is as follows:
DESCRIPTION:
MINIMUM SERVICE
ACTIVITY LEVELS SERVICE GOAL DESCRIPTION
-------- ---------------- -------------------------------------------------------------------
Average Speed 90% of the time. Help desk calls will be answered by an IBM representative within
Answered an average of ninety seconds. Performance will be measured monthly.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
SERVICE "Level" is defined as support unit that has ownership of a
ENVIRONMENT: particular problem. Level 1 is Help Desk
SERVICE CREDITS: Service credit table C-7.
REPORTS: IBM will provide reports on a daily, monthly and quarterly
basis.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ----------------------------- ------------------
See Service Description See service description above
above
15
Chart C-8 Part 1(8)
Base 2000 Critical Process Completion Schedule
SERVICE The following are Critical Processes and agreed targets that
DESCRIPTION: must be met in order to meet other requirements.
SERVICE PERIODS: The Service Period is considered to be all times other than
the Schedule Downtime.
CRITICAL The critical processes are listed in Part 1 of Chart C-8. The
PROCESSES critical processes for which the Minimum Service Level is
SCHEDULE OF applicable are those with a defined priority in Part 1 having
DELIVERY defined service delivery targets and a defined days of the
week for which the MSL is applicable..
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy will receive
Service Credits that will be based on the fact that a Service
Level was missed based on the Priority Levels as defined in
the Service Credit Tables C-8 and C-9. The Service Credit
amount is a percentage of the Monthly Mainframe Charges.
REPORTS: IBM will provide reports on a daily, monthly and quarterly
basis.
IMPLEMENTATION The Performance Standards and Minimum Service Levels will be
CRITERIA: implemented and effective as of the Commencement Date subject
to Clause 7.6.3 of this Schedule.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
---------------- ---------------------------------------- ---------------------------------------
The hours described in There is no MSL. Mainframe reporting can identify
Part 2 for the timely If a Service Level is missed for delivery completion times. Until such
completion of the nondelivery of Critical Processes during time that the reporting is automated for
Critical Processes the Measurement Period then a Service all Critical Processes, manual tracking
within the stated time Credit is due. will be utilized.
frames.
The measurement is based on missing the
specific Service Level and the number of
occurrences the Service Level was missed
during a calendar month.
- ----------
(8) All times referred to herein are reported within the parts of this table
16
Chart 8 Part 2(9)
CRITICAL SYSTEM PROCESSES Priority 1
Base 2000 Australia and New Zealand
Target Service
Description Service Requirement Level Days Per Week Priority
----------- ------------------------- ------------------ ---------------- --------
1.0 TRANSACTION/ENQUIRY 2.5 SECONDS RESPONSE 100% OF USER SUNDAY-SATURDAY 1
RESPONSE TIME FROM TO/FROM TIME MEASURED FROM INITIATED
AUSTRALIA CONNEX SYSTEM CERTEGY SUPPLIED ROUTER TRANSACTIONS
AT NAB PRODUCTION SITE, AUSTRALIA MARKET
TO MAINFRAME
APPLICATION AND BACK TO
CERTEGY SUPPLIED ROUTER
AT NAB PRODUCTION SITE.
2.0 TRANSACTION/ENQUIRY 2.5 SECONDS RESPONSE 100% OF USER SUNDAY-SATURDAY 1
RESPONSE TIME FROM TO/FROM TIME- MEASURED FROM INITIATED
NEW ZEALAND CONNEX SYSTEM CERTEGY SUPPLIED ROUTER TRANSACTIONS NEW
AT NAB PRODUCTION SITE ZEALAND MARKET
TO MAINFRAME
APPLICATION AND BACK TO
CERTEGY SUPPLIED ROUTER
AT NAB PRODUCTION SITE.
3.0 STATEMENT PRODUCTION FILE AVAILABLE FOR 95% of the MONDAY-SATURDAY
FILES DISPATCH TO NAB Business Days the
PRODUCTION SITE AFTER file will be
ACCOUNT CYCLING available for
MEASURED UPON transmission by
COMPLETION OF STATEMENT the times referred
CREATION JOBS. to as the
processing
0500LOCAL requirement on the 2
TIME-AUSTRALIA MARKET 1st Business Day
following
0400)LOCAL TIME -NEW scheduled cycle 2
ZEALAND MARKET start day.
- ----------
(9) All times referred to herein are in local Melbourne time
17
cycle start day.
100% OF THE
BUSINESS DAYS THE
FILE WILL BE
AVAILABLE FOR
TRANSMISSION BY
THE TIMES
REFERRED TO AS
THE PROCESSING
REQUIREMENT ON
THE 2ND BUSINESS
DAY FOLLOWING
SCHEDULED CYCLE
START DAY.
4.0 POSTING SCHEME TRANSACTIONS RECEIVED IN 97% of files in MONDAY-FRIDAY
TRANSACTIONS. THE AGREED UPON WINDOW that Business
WILL BE PROCESSED WITHIN Day's cycle.
NIGHTLY BATCH, MEASURED
UPON COMPLETION OF Each individual
POSTING JOBS. file will be
included in that
AUSTRALIA MARKET Business Day's 1
cycle not less
NEW ZEALAND MARKET than 95% of 1
Business Days
100% by next
Business Day.
5.0 PAYMENTS TRANSACTIONS TRANSACTIONS RECEIVED IN 100% MONDAY-FRIDAY
THE AGREED UPON WINDOW
WILL BE PROCESSED WITHIN
NIGHTLY BATCH CYCLE
MEASURED UPON COMPLETION
OF POSTING JOBS TO POST
PAYMENTS.
AUSTRALIA MARKET 1
NEW ZEALAND MARKET 1
6.0 DAILY CARD EMBOSSING FILE AVAILABLE FOR 95% OF THE MONDAY-FRIDAY
FILES DISPATCH TO NAB BUSINESS DAYS
18
NEW AND REPLACEMENT PRODUCTION SITE. FILE AVAILABLE FOR
CARDS MEASURED BASED ON TRANSMISSION 1st
COMPLETION OF JOB BUSINESS DAY
DURING NIGHTLY BATCH FOLLOWING
TO CREATE EMBOSSING SCHEDULED CYCLE 1
FILE START DAY
0400 LOCAL TIME- 100% OF THE 1
AUSTRALIA MARKET BUSINESS DAYS
THE FILE WILL BE
TRANSMITTED THE
0500 LOCAL TIME -NEW 2ND BUSINESS DAY
ZEALAND MARKET FOLLOWING
SCHEDULED START
DAY
7.0 MONTHLY FILE AVAILABLE FOR FILE TO BE ON AUS MARKET-
EMBOSSING FILES- DISPATCH TO NAB SCHEDULE 100% MORNING OF 1st
RENEWALS PRODUCTION SITE OF RECORDED DAYS SUNDAY FOLLOWING
MEASURED BASED ON WITHIN THE THE 15TH OF EACH
COMPLETION OF JOB MONTH MONTH
DURING NIGHTLY BATCH
TO CREATE EMBOSSING
FILE. NZ MARKET- ON
MORNING OF 4TH
0700 LOCAL TIME- SATURDAY OF EACH 1
AUSTRALIA MARKET MONTH
0600 LOCAL TIME 1
NEW ZEALAND MARKET
8.0 DAILY REPORTS ALL REPORTS MONDAY-
TRANSMITTED TO NAB SATURDAY
PRODUCTION DATA
CENTER DEPENDING ON
START OF NIGHTLY BATCH 95% of the 2
Business Days
0700 LOCAL TIME-AUS the reports will
MARKET be transmitted
19
0500 LOCAL TIME-NZ MARKET the 1st Business 2
Day following
scheduled cycle
start day.
100% OF THE
BUSINESS DAYS THE
REPORTS WILL BE
TRANSMITTED BY
11:00 THE 1ST
BUSINESS DAY
FOLLOWING
SCHEDULED CYCLE
START DAY.
9.0 HOT CARD FILES 0430 LOCAL FILE TO BE ON MONDAY-FRIDAY 1
TIME-AUSTRALIA MARKET SCHEDULE 100% OF
RECORDED DAYS
0700-NEW ZEALAND MARKET WITHIN THE MONTH
DAILY FILE TRANSMITTED 1
TO NAB PRODUCTION.
MEASURED BY COMPLETION
OF BATCH JOB THAT
CREATES HOT CARD FILE IN
NIGHTLY BATCH
10.0 CYCLED ACCOUNT GATEWAY FILE AVAILABLE FILE TO BE ON MONDAY-FRIDAY
STATEMENT RECORD FOR DISPATCH TO NAB SCHEDULE 100% OF
PRODUCTION. MEASURED BY RECORDED DAYS
COMPLETION OF BATCH JOB WITHIN THE MONTH
THAT CREATES CYCLE
ACCOUNT STATEMENT FILE
IN NIGHTLY BATCH
PROCESSES.
04:45 AUSTRALIA MARKET 1
24:00 NEW ZEALAND MARKET 1
20
11.0 FILE TRANSFER TO TMZ FILE TRANSMITTED 10 TMZ FILE TO BE ON SUNDAY-SATURDAY 2
(NEW ZEALAND ONLY) FIVE HOURS POST BATCH. SCHEDULE 100% OF
MEASURED BY COMPLETION RECORDED DAYS
OF BATCH JOB THAT WITHIN THE MONTH
CREATES TMZ FILE IN
NIGHTLY BATCH PROCESSES.
5 HOURS AFTER BATCH
COMPLETES
NEW ZEALAND MARKET
12.0 TRANSACTION ADDENDUM GATEWAY FILE AVAILABLE FILE TO BE ON SUNDAY-SATURDAY
DATA FOR DISPATCH TO NAB SCHEDULE 100% OF
PRODUCTION. MEASURED BY RECORDED DAYS
COMPLETION OF BATCH JOB WITHIN THE MONTH
THAT CREATES THE
TRANSACTION ADDENDUM
FILE IN NIGHTLY BATCH
PROCESSES.
04:30 AUSTRALIA MARKET 1
04:30 NEW ZEALAND MARKET 1
13.0 OVERNIGHT BATCH 0700 AUSTRALIA MARKET 95% SUNDAY-SATURDAY 1
COMPLETE
21
0700 NEW ZEALAND 95% 1
MARKET
1100 AUSTRALIA MARKET 100% 1
1100 NEW ZEALAND MARKET 100% 1
14.0 STATEMENTS ONLINE AVAILABLE FOR ONLINE 99.5% DURING THE SUNDAY-SATURDAY
ACCESS QUERY 07:30 TO 23:00 MONTH
AUSTRALIA MARKET A
NEW ZEALAND A
15.0 TRANSACTION/ENQUIRY AVERAGE 0.2 SECONDS 95% OF USER SUNDAY-SATURDAY
RESPONSE TIMES-THE INTERNAL HOST RESPONSE INITIATED ON-LINE
NATIONAL VDU TERMINALS TIME NOT END TO END TRANSACTIONS
RESPONSE TIME
AUSTRALIA MARKET A
NEW ZEALAND MARKET A
16.0 STATEMENTS-ONLINE AVERAGE 0.2 SECONDS 98% OF RESPONSES SUNDAY-SATURDAY
ACCESS RESPONSE TIME INTERNAL HOST RESPONSE PER MONTH
TIME NOT END TO END
RESPONSE TIME
AUSTRALIA MARKET A
NEW ZEALAND MARKET A
22
17.0 ABILITY TO IMPLEMENTATION OF 99% SUNDAY-SATURDAY
ADD/CHANGE APPLICATION ACCEPTED BUSINESS
PARAMETERS PARAMETER CHANGES TO
AGREED SCHEDULES
AUSTRALIA MARKET 2
NEW ZEALAND MARKET 2
18.0 ABILITY TO ADD ONLINE ACCESS TO ADD 99% SUNDAY-SATURDAY
STATEMENT MESSAGES STATEMENT MESSAGES
AUSTRALIA MARKET A
NEW ZEALAND MARKET A
19.0 MONTHLY REPORTING ALL MONTHLY REPORT 100% SUNDAY-SATURDAY A
FILES TRANSMITTED TO
NAB PRODUCTION DATA
CENTER AND READY TO BE A
PRINTED BY 12:00 ON THE
FIRST BUSINESS DAY
AFTER THE REPORTS ARE
SCHEDULED TO RUN
AUSTRALIA MARKET A
NEW ZEALAND MARKET A
20.0 DIRECT DEBITS TO BE FILE TO BE DELIVERED BY 100% SUNDAY-SATURDAY 2
PROCESSED BY CAMS 24:00 FOLLOWING
PROCESSING DAY FOR CAMS
AUSTRALIA MARKET
23
21.0 TRANSACTION DATA TODAY'S MONETARY DATA 100% SUNDAY-SATURDAY
PRODUCES A GATEWAY
FILE. REQUIRED BY 04:30
AUSTRALIA MARKET 1
NEW ZEALAND MARKET 1
24
Chart 9
Critical Applications and Systems
Description Service Requirement Relevant Chart
- ----------- ------------------- --------------
NAME DESCRIPTION CHART 1
NAME 2 DESCRIPTION CHART 2
ETC
Service Credit Table C-1
Base 2000 Cardholder System Availability - Australia
25
SERVICE CREDIT
DAILY OUTAGES DURING SERVICE CREDIT 4 OR MORE
MEASUREMENT PERIOD PER 1-3 OCCURRENCES OCCURRENCES
- ----------------------- --------------------------------------- ---------------------
Each Additional 30 Min. 2.0% of Monthly Mainframe Charges times One and a half
0.75 times the 1 to 3
occurrence amount
>150 Min. to 180 Min. 6.0% of Monthly Mainframe Charges times One and a half
0.75 times the 1 to 3
occurrence amount
>120 Min. to 150 Min. 3.0% of Monthly Mainframe Charges times One and a half
0.75 times the 1 to 3
occurrence amount
>90 Min. to 120 Min. 2.0% of Monthly Mainframe Charges times One and a half
0.75 times the 1 to 3
occurrence amount
>60 Min. to 90 Min. 1.75% of Monthly Mainframe Charges One and a half
times 0.75 times the 1 to 3
occurrence amount
>30 Min. to 60 Min. 0.75% of Monthly Mainframe Charges One and a half
times 0.75 times the 1 to 3
occurrence amount
>10 to 30 Min. 0.5% of Monthly Mainframe Charges times One and a half
0.75 times the 1 to 3
occurrence amount
0 to l0 Min (MSL) 0
Occurrences in a 1 to 3 - per each occurrence 4 & above- per each
calendar month occurrence
Service Credit Table C-2
Base 2000 Cardholder System Availability - New Zealand
SERVICE CREDIT
DAILY OUTAGES DURING SERVICE CREDIT 4 OR MORE
MEASUREMENT PERIOD PER 1-3 OCCURRENCES OCCURRENCES
- ----------------------- --------------------------------------- ---------------------
Each Additional 30 Min. 2.0% of Monthly Mainframe Charges times One and a half
0.25 times the 1 to 3
occurrence amount
>150 Min. to 180 Min. 6.0% of Monthly Mainframe Charges times One and a half
0.25 times the 1 to 3
occurrence amount
>120 Min. to 150 Min. 3.0% of Monthly Mainframe Charges times One and a half
0.25 times the 1 to 3
occurrence amount
>90 Min. to 120 Min. 2.0% of Monthly Mainframe Charges times One and a half
0.25 times the 1 to 3
occurrence amount
26
>60 Min. to 90 Min. 1.75% of Monthly Mainframe Charges One and a half
times 0.25 times the 1 to 3
occurrence amount
>30 Min. to 60 Min. 0.75% of Monthly Mainframe Charges One and a half
times 0.25 times the 1 to 3
occurrence amount
>10 to 30 Min. 0.5% of Monthly Mainframe Charges times One and a half
0.25 times the 1 to 3
occurrence amount
0 to 10 Min (MSL) 0
Occurrences in a 1 to 3 -- per each occurrence 4 & above- per each
calendar month occurrence
Service Credit Table C-3
Base 2000 Collections System Availability - Australia
SERVICE CREDIT
DAILY OUTAGES DURING SERVICE CREDIT 4 OR MORE
MEASUREMENT PERIOD PER 1-3 OCCURRENCES OCCURRENCES
- ----------------------- --------------------------------------- ---------------------
Each Additional 30 Min. 2.0% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>150 Min. to 180 Min. 6.0% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>120 Min. to 150 Min. 3.0% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>90 Min. to 120 Min. 2.0% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>60 Min. to 90 Min. 1.75% of Monthly Mainframe Charges One and a half times
times 0.75 the 1 to 3 occurrence
amount
>30 Min. to 60 Min. 0.75% of Monthly Mainframe Charges One and a half times
times 0.75 the 1 to 3 occurrence
amount
>10 to 30 Min. 0.5% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
0 to 10 Min (MSL) 0
Occurrences in a 1 to 3 - per each occurrence 4 & above- per each
calendar month occurrence
27
Service Credit Table C-4
Base 2000 Collections System Availability - New Zealand
SERVICE CREDIT
DAILY OUTAGES DURING SERVICE CREDIT 4 OR MORE
MEASUREMENT PERIOD PER 1-3 OCCURRENCES OCCURRENCES
- ----------------------- --------------------------------------- ---------------------
Each Additional 30 Min. 2.0% of Monthly Mainframe Charges times One and a half times
0.25 the 1 to 3 occurrence
amount
>150 Min. to 180 Min. 6.0% of Monthly Mainframe Charges times One and a half times
0.25 the 1 to 3 occurrence
amount
>120 Min. to 150 Min. 3.0% of Monthly Mainframe Charges times One and a half times
0.25 the 1 to 3 occurrence
amount
>90 Min. to 120 Min. 2.0% of Monthly Mainframe Charges times One and a half times
0.25 the 1 to 3 occurrence
amount
>60 Min. to 90 Min. 1.75% of Monthly Mainframe Charges One and a half times
times 0.25 the 1 to 3 occurrence
amount
>30 Min. to 60 Min. 0.75% of Monthly Mainframe Charges One and a half times
times 0.25 the 1 to 3 occurrence
amount
>10 to 30 Min. 0.5% of Monthly Mainframe Charges times One and a half times
0.25 the 1 to 3 occurrence
amount
0 to 10 Min (MSL) 0
Occurrences in a 1 to 3 - per each occurrence 4 & above- per each
calendar month occurrence
Service Credit Table C-5
Base 2000 Authorization System Availability - Australia
DAILY OUTAGES DURING SERVICE CREDITS SERVICE CREDITS
MEASUREMENT PERIOD PER 1-3 OCCURRENCES PER 4+ OCCURRENCES
- ----------------------- --------------------------------------- ---------------------
Each additional 30 0.5% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>30-60 2.5% of Monthly Mainframe Charges times One and a half times
0.75 the 1 to 3 occurrence
amount
>20-30 1.75% of Monthly Mainframe Charges One and a half times
times 0.75 the 1 to 3 occurrence
amount
28
>10 to 20 0.5% of Monthly Mainframe Charges times 0.75 One and a half times
the 1 to 3
occurrence amount
<10 minutes (MSL) 0
Occurrences in a 1 to 3 - per each occurrence 4 & above- per each
calendar month occurrence
SERVICE CREDIT TABLE C-6
BASE 2000 AUTHORIZATION SYSTEM AVAILABILITY - NEW ZEALAND
DAILY OUTAGES DURING SERVICE CREDITS SERVICE CREDITS
MEASUREMENT PERIOD PER 1-3 OCCURRENCES PER 4+ OCCURRENCES
- -------------------- --------------------------------------------- --------------------
Each additional 30 0.5% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
>30-60 2.5% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
>20-30 1.75% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
>10 to 20 0.5% of Monthly Mainframe Charges times 0.25 One and a half times
the l to 3
occurrence amount
<10 minutes (MSL) 0
Occurrences in a 1 to 3 - per each occurrence 4 & above- per each occurrence
calendar month
29
SERVICE CREDIT TABLE C-7
HELPDESK SERVICES
Mean time to answer No service credit is applicable for this service
SERVICE CREDIT TABLE C-8
BASE 2000 CRITICAL PROCESSES COMPLETION SCHEDULE AUSTRALIA
SERVICE CREDIT APPLICABLE SERVICE CREDIT
PRIORITY MISSED PER 1-3 OCCURRENCES PER 4+ OCCURRENCES
- --------------- -------------------------------------------- ---------------------
Priority 1 Missed 1.5% of Monthly Mainframe Charges times 0.75 One and a half times
the 1 to 3
occurrence amount
Priority 2 Missed 1.0% of Monthly Mainframe Charges times 0.75 One and a half times
the 1 to 3
occurrence amount
Priority 3 Missed 0.8% of Monthly Mainframe Charges times 0.75 One and a half times
the 1 to 3
occurrence amount
Occurrences in a 1 to 3 -per each occurrence 4 & above- per each
calendar month occurrence
SERVICE CREDIT TABLE C-9
BASE 2000 CRITICAL PROCESSES COMPLETION SCHEDULE NEW ZEALAND
SERVICE CREDIT APPLICABLE SERVICE CREDIT
PRIORITY MISSED PER 1-3 OCCURRENCES PER 4+ OCCURRENCES
- --------------- -------------------------------------------- ---------------------
Priority 1 Missed 1.5% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
Priority 2 Missed 1.0% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
Priority 3 Missed 0.8% of Monthly Mainframe Charges times 0.25 One and a half times
the 1 to 3
occurrence amount
Occurrences in a 1 to 3 -per each occurrence 4 & above- per each
calendar month occurrence
30
Schedule S of
Transaction Document #01-01
Network Tower
Performance Standards, Minimum Service levels, and Service Credits
1.0 INTRODUCTION
1.1 IBM and Certegy have developed detailed Performance Standards and Minimum
Service Levels that will adequately measure and track the performance of
Services provided by IBM.
1.2 This Schedule S describes:
1.2.1. The Performance Standards and Minimum Service Levels for the defined
Services which IBM is required to meet during the term of the Transaction
Document. Such Performance Standards and Minimum Service Levels are set forth in
Charts C-1 through C-3 of Exhibit C-1 to this Schedule S; the effective date for
each of the attendant Service Credits is identified in the attached Charts in
the section titled "Implementation Criteria";
1.2.2. Service Credits as applicable in accordance with Section 9.9 of the
Master Agreement, should IBM fail to meet the Minimum Service Levels as set
forth in this Schedule; and
1.2.3. Certain Certegy responsibilities.
2.0 DEFINITIONS
2.1 "ACTUAL UPTIME" means, out of the Service Periods, the aggregate
number of hours in any calendar month during which the Host System
and/or each defined Application is actually available for use by
Authorized Users.
2.2 "APPLICATION" means individual subsystems or environments comprising
the Applications Software.
2.3 "AVAILABILITY" means Actual Uptime plus Excusable Downtime divided by
Scheduled Uptime. For purposes of determining whether IBM's
performance meets any Performance Standard and Minimum Service Level,
Availability will be measured based on a monthly average during each
calendar month of the term of this Transaction Document, to be
calculated once monthly within ten (10) business days following the
end of each calendar month.
1
2.4 "EXCUSABLE DOWNTIME" means, out of the Scheduled Uptime, the aggregate
number of hours in any calendar month during which the Host System
and/or each defined Critical Business Application System as defined in
Schedule G Mainframe Attachment 2 is down due to action or inaction by
Certegy or due to a Force Majeure Event, which failure is not
attributable to IBM's failure to exercise due care including, without
limitation, failure to provide proper preventive or remedial
maintenance.
2.5 "HOST SYSTEM" means Machines and related Systems Software.
2.6 "MEASUREMENT PERIOD" means the time intervals for monitoring,
evaluating and calculating IBM's performance against the Performance
Standards and Minimum Service Levels and the Service Credits, if any.
2.7 "MINIMUM SERVICE LEVEL" or "MSL" means the level of performance set
forth in Charts C-l through C-3 of Exhibit C-l.
2.8 "RESPONSE TIME" means the time taken to initiate the procedures and
tasks outlined in the Procedures Manual for System and Network
problems.
2.9 "RESOLUTION TIME" means the time taken to complete the procedures and
tasks outlined in the Procedures Manual for System and Network
problems.
2.10 "SCHEDULED DOWNTIME" means, out of the Service Periods, the aggregate
number of hours in any calendar month during which the Host System
and/or each defined Critical Business Application System is scheduled
to be unavailable for use by Authorized Users due to such things as
preventive maintenance, system upgrades, etc. The Parties must
mutually agree on Scheduled Downtime.
2.11 "SERVICE PERIODS" means the days of the week and hours per day that
the Host System and/or each defined Critical Business Application
System is scheduled to be available for use by Authorized Users as set
forth in Exhibit C-l, subject to adjustment for mutually agreed upon
Scheduled Downtime.
2.12 "SCHEDULED UPTIME" means of the Service Periods, the aggregate number
of hours in any calendar month during which the Host System and/or
each defined Critical Business Application System is scheduled to be
available for use by Authorized Users.
2.13 "UNAVAILABILITY" means actual downtime less Scheduled Downtime divided
by Scheduled Uptime. For purposes of determining whether IBM's
performance meets any Performance Standard and Minimum Service Level,
Unavailability will be measured based on a monthly average during each
calendar month of the term of the Transaction Document, to be
calculated once monthly within ten (10) business days following the
end of each calendar month.
All capitalized terms used and not defined in this Schedule S shall have the
same meanings given them elsewhere in the Agreement.
2
3.0 REPORTING
3.1 By the tenth (10th) business day of each calendar month during the term of
the Transaction Document, IBM will submit to Certegy a report or set of reports
assessing IBM's performance against the Performance Standards and the Minimum
Service Levels during the previous calendar month and detailing IBM's
performance in those categories identified on Charts C-l through C-3. IBM will
also be responsible for promptly investigating and correcting failures including
failures to meet such Performance Standards and Minimum Service Levels by:
3.1.1. initiating problem investigations to identify root causes of
failures;
3.1.2. promptly reporting problems to Certegy that reasonably could be
expected to have a material adverse effect on Certegy or its
Authorized Users operations; and
3.1.3. making written recommendations to Certegy for improvement in
procedures.
3.2 In addition to any Service Credits required by the Agreement and Section 8
hereof, IBM with Certegy's assistance shall diligently identify root causes,
correct problems and minimise recurrences of missed Performance Standards and
Minimum Service Levels for which it is responsible. IBM will provide Certegy
with a report describing the results of its root cause analysis and other facts
relating to IBM's failure to attain MSLs. Certegy will use commercially
reasonable efforts to correct and minimize the recurrence of problems for which
Certegy is responsible and which prevent IBM from meeting the Performance
Standards and Minimum Service Levels.
4.0 PERIODIC REVIEWS
4.1 Performance Standards and Minimum Service Levels will be reviewed and
adjusted, if applicable, by the IPT. Any such changes will be implemented
through the Change Control Process. The Parties intend that the Performance
Standards and Minimum Service Levels will not be less favorable to the Certegy
Group during the term of the Transaction Document to which they are applicable
than they are at the initiation of the Services pursuant to such Transaction
Document, and will be improved over time. Any adjustments to applicable
Performance Standards and Minimum Service Levels will be based upon:
4.1.1 Technology changes to the environment.
4.1.2 Certegy or its Authorized Users' business change.
4.2 Otherwise, the Performance Standards and Minimum Service Levels will remain
the same.
3
5.0 BENCHMARKS
5.1 Should a change to any of the factors listed in Section 4.0 influence or
determine the attainment of a Performance Standard and Minimum Service Level
(e.g., software or hardware changes), IBM and Certegy may create mutually agreed
upon parameters against which a benchmark will be taken both prior to and
subsequent to such change in order that the affected Performance Standard and
Minimum Service Level can be adjusted on a mutually agreeable basis accordingly.
5.2 IBM may not be obligated for Service Credits during the benchmarking period
to the extent that such change prohibits IBM from meeting such Minimum Service
Levels.
6.0 PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL IMPACT
6.1 For any calendar month for which, based on capacity planning activities
utilizing Certegy business projections and IBM's historical trend analysis, IBM
has provided written performance recommendations to Certegy to allow for
continued Performance Standard and Minimum Service Level attainment with lead
time reasonably sufficient for Certegy to verify and implement such
recommendations, and these recommendations are valid but declined by Certegy or
Certegy does not respond to IBM's recommendations, then IBM will be relieved of
its Network related Performance Standard and Minimum Service Level obligations
for any calendar month for the environments for which recommendations were made
and the capacity was exceeded, to the extent that the root cause analysis of
such Performance Standard and/or Minimum Service Level failure demonstrates that
the root cause was Certegy's refusal to accept and implement such
recommendations. Further, IBM shall be relieved of its performance obligations
under the Performance Standards and Minimum Service Levels for any calendar
month should the root cause analysis demonstrate that IBM's failure to satisfy
such Performance Standard or Minimum Service Level was due to the fact that the
limited Network capacity resources estimated by Certegy and provided by IBM were
not sufficient to perform the Services.
7.0 PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL CRITERIA
7.1 Changes to the Performance Standards, Minimum Service Levels and/or Service
Periods must be made in writing and approved by the IPT.
8.0 SERVICE CREDITS
8.1 In accordance with Section 3.2 of the Master Agreement, should IBM fail to
achieve the Minimum Service Levels as set forth in Exhibit C-l, IBM will pay
Service Credit(s) to Certegy. IBM will be relieved of responsibility in
accordance with this Schedule S for any Minimum Service Level(s) and any
associated Service Credits to the extent affected by the items described below
where IBM's failure to meet the Minimum Service Level(s) is due to:
4
8.1.1. problems resulting from the capacity being provided by IBM being in
accordance with the levels requested by Certegy's, being demonstrated through
root-cause analysis to be insufficient to allow completion of the scheduled
application within the required Minimum Service Level for that application;
8.1.2. problems determined to be caused by the actions or inaction of Certegy's
personnel;
8.1.3. changes made to the environment by Certegy directly or by IBM personnel
in response to a request form duly authorised Certegy personnel through the
recognised work order or Change Control Process;
8.1.4 Certegy's change in prioritisation of available resources;
8.1.5. Certegy's failure to perform Certegy's obligations as set forth in the
Master Agreement and the Schedules to the extent such failure affects IBM's
ability to perform the Services at the specified Minimum Service Levels (e.g.,
provision of adequate system capacity to provide the Minimum Service Level
commitments, environmental factors/facilities, Certegy procedural errors);
8.1.6. performance or non-performance by Certegy's third party vendors and
suppliers;
8.1.7. circumstances that constitute a Force Majeure Event as specified in
Section 17.3 of the Master Agreement.
8.1.8. Failure of the services provided by the carrier, in terms of network
service delivery where such failure is not due to an action or inaction by IBM;
8.1.9. problems resulting from the application being provided by Certegy being
demonstrated through root-cause analysis to be insufficient to allow completion
or overall throughput of the scheduled application to allow achievement of the
required Minimum Service Level for that application; or
8.1.10. the Minimum Service Levels have not been demonstrated to be deliverable
within the production service within a ninety (90) day benchmarking period as
defined in Section 7.6.1 of Schedule S - Mainframe Tower in which the
application is operational within the production environment and subject to the
full transaction loads of the application service.
8.2 The applicable Service Credits shall be determined or calculated as follows:
8.2.1. For failure to meet the Minimum Service Level in any of the defined
Service categories, the Service Credit will be determined as set forth in
Exhibit C-1.
5
8.2.2. In no event will IBM be liable for more than twenty percent (20%) of the
network support fee, excluding the carrier costs, billed to Certegy for the
Services for that month.
Exhibit C-l
Performance Standards and Minimum Service Levels
CHART C-1: AUTHORIZED USER PROBLEM SEVERITY LEVELS
SEVERITY DESCRIPTION
- ---------- -------------------------------------------------------------------
Severity 1 CRITICAL - The service, product or Network is unusable. The
Authorized User is completely out of service and unable to do any
productive work and/or the Network, system or product desired is
not available.
Severity 2 MAJOR - Authorized Users can connect to the Network but normal
services and/or functions are either interrupted or severely
degraded. The Authorized User may perform work but not at expected
levels of performance and productivity.
Severity 3 MINOR - A problem exists in the Network but has not resulted in
significant interruption or degradation to Authorized Users.
For Severity 1 and Severity 2 problems, IBM will ensure it, will
respond immediately to address the problem and work continuously to
resolve the problem to the mutual satisfaction of Certegy's, its
Authorized Users, the network suppliers and IBM. If Certegy resources
are required for testing, Certegy will ensure that these resources are
available.
CHART C-2: RESOLUTION TIME TARGETS
SEVERITY SOLUTION OR BYPASS TARGETS
- -------- ---------------------------------------------------------
1 99% within 1 Hour, 100% within 2 Hours of notification
2 99% within 2 Hours, 100% within 4 Hours of notification
3 95% within 12 Hours, 100% within 48 hours of notification
CHART C-2: NETWORK PERFORMANCE TARGETS
NETWORK RELIABILITY PACKET DELIVERY OBJECTIVE
- ------------------- -------------------------
Sustained Information Rate delivery within Australia 99.9%
NETWORK SITE AVAILABILITY OBJECTIVE
- ------------------------- ---------
Standard without backup 99.0%
CHART C-3: NETWORK PROBLEM MANAGEMENT TARGETS
SEVERITY FIRST REACTION UPDATE FREQUENCY
- -------- ------------------ ----------------
1 99% within .5 Hour Every 1 Hour
2 99% within 1 Hour Every 2 Hours
3 95% within 2Hours Daily
6
- The First Reaction time is defined as: "The elapsed time from the
initial problem reporting until IBM takes some kind of remedial action
(and updates the problem record with the action and notifies Certegy).
This is usually the time spent in first level problem determination".
- The Update Frequency is defined as: "The maximum time allowed before a
status update must be made to a problem. Note: update frequency is a
guideline that should be met UNLESS another agreement is reached
between the IBM and Certegy. For example, if IBM requires a log that
is needed for part of the problem resolution process, but the log will
not be available until the next morning, there is no need for further
updates before that time."
Service Credit Table C-1
Network Availability and Response Time Based on Severity Level
SERVICE CREDIT APPLICABLE SERVICE CREDIT
SEVERITY LEVEL MISSED PER 1-3 OCCURRENCES PER 4+ OCCURRENCES
- --------------------- ---------------------------- -------------------------------
Severity 1 Missed 6.0% of Network Support Fee One and a half times the 1 to 3
occurrence amount
Severity 2 Missed 4.0% of Network Support Fee One and a half times the 1 to 3
occurrence amount
Severity 3 Missed 2.0% of Network Support Fee One and a half times the 1 to 3
occurrence amount
Occurrences in a 1 to 3 -per each occurrence 4 & above- per each occurrence
calendar month
7
Schedule T of
Transaction Document #01-01
Certegy Provided Office Furnishing and Facilities
1. Certegy undertakes solely to provide the accommodation and associated
services specified in Table 1 to the identified and agreed IBM staff. The staff
to be located at the Certegy location are listed by position in table 1, which
will be updated and maintained through the term of this Transaction Document.
2. The services to be provided to the staff are taken to be the services that
would be typically provided as part of a serviced office environment in
substantially the same manner and environment provided to Certegy staff and
shall include desk, telephone service, access to a LAN providing a gateway to
the IBM network and normal amenities including LAN printing and photocopy
facilities.
3. Car park services or allocations are not expected to be provided to the IBM
staff as part of this service unless otherwise agreed on a case by case basis.
4. The office accommodation and associated services are to be provided to IBM
free of charge.
5. It is expected that the IBM staff will be engaged in work directly related to
the support of the Certegy services agreement whilst located at the Certegy
location
6. It is expected that in some cases IBM staff will be able to share office
services.
7. The office accommodation will be smoke-free, provide accessibility for people
with walking difficulties and be compliant with accepted occupational health and
safety standards.
8. The office environment is to be secure or to provide secure storage, at a
level that a key or security pass is required for access.
9. The office environment is to be accessible on a seven (7) day a week
twenty-four (24) hour a day basis as required to meet the service requirements
of Certegy.
10. If IBM elects to add staff from time to time in addition to the equivalent
number of staff in Table 1 to this Schedule, any cost associated with
acquiring/installing cubicles or office furnishings, wiring, telephone, chairs,
copiers or fax machines will be the responsibility of IBM and will be dependent
on space availability and prior approval of Certegy.
11. The staff listed in table 1 may be changed at any time during the term of
this Transaction Document upon agreement of Certegy and IBM.
1
Table 1: Office accommodation to be provided for IBM by Certegy
POSITION OFFICE DESK PHONE LAN ACCESS
- -------- ------ ---- ----- ----------
1 x Project Executive Yes Yes Yes Yes
1 x Project Office Manager No Yes Yes Yes
1 x MVS SDM No Yes Yes Yes
1 x Drop desk No Yes Yes Yes
2
Schedule U
Transaction Document 01-01
Bill of Sale
IBM Bill of Sale
INTERNATIONAL BUSINESS MACHINES CORPORATION, having offices at Route 100,
Somers, New York 10589 ("Seller"), for consideration of one dollar ($1.00) the
receipt of which is hereby acknowledged, paid by _________, a corporation having
a place of business at _________, _____, ______ ___ ("Purchaser"), by this Bill
of Sale does sell, transfer, grant and convey to Purchaser, its successors and
assigns, all of Seller's right, title and interest in and to the equipment,
goods and other assets (all of the foregoing being hereinafter collectively
referred to as the "Property"), made and effective as of __________ __, 200_.
Seller warrants that it has clear title to the Property free of any liens and
encumbrances.
IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale as of the ___ day
of _________, 200_.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By
-----------------------------------
Authorized Signature
- --------------------------------------
Name (Type or Print) Date
Certegy Inc. Bill of Sale
Certegy Inc., a corporation having a place of business at ______________,
_______, ______ ____ ("Seller"), for consideration of __________________
($_______) the receipt of which is hereby acknowledged, paid by a division of
International Business Machines Corporation, having its headquarters at Route
100, Somers, New York 10589 ("Purchaser"), by this Bill of Sale does sell,
transfer, grant and convey to Purchaser, its successors and assigns, all of
Seller's right, title and interest in and to the equipment, goods and other
assets (all of the foregoing being hereinafter collectively referred to as the
"Property"), made and effective as of ____________ __, 200_. Seller warrants
that it has clear title to the Property free of any liens and encumbrances.
IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale as of the ___ day
of __________, 200_.
CERTEGY INC.
1
By
------------------------------------
Authorized Signature
- ---------------------------------------
Name (Type or Print) Date
2
Schedule V of
Transaction Document #01-01
Key Positions
This Schedule lists the Key Positions pursuant to the Master Agreement and this
Transaction Document. The list of Key Positions will be updated as agreed
through the term of this Transaction Document.
STAFF POSITION NAME
- -------------- ----------
Project Executive Jim Kilsby
1