- -------------------------------------------------------------------------------- BUSINESS PROCESS SERVICES AGREEMENT BETWEEN THE DUN & BRADSTREET CORPORATION (D&B) AND INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) ---------------------------------- OCTOBER 15, 2004 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. OBJECTIVES.............................................................................................. 1 1.1 Background, Goals, and Objectives..................................................................... 1 2. DEFINITIONS............................................................................................. 2 2.1 Certain Defined Terms................................................................................. 2 2.2 Other Defined Terms................................................................................... 6 3. SERVICES................................................................................................ 6 3.1 General............................................................................................... 6 3.2 Implied Services...................................................................................... 7 3.3 Services Evolution.................................................................................... 7 3.4 Services Variable in Scope and Volume................................................................. 7 3.5 Services Performed by D&B or Third Parties............................................................ 7 3.6 Permitted Users of the Services....................................................................... 8 3.7 Service Locations..................................................................................... 8 3.8 Relationship and Agreement Structure.................................................................. 8 4. TERM OF AGREEMENT....................................................................................... 9 4.1 Term.................................................................................................. 9 4.2 Extension of Term..................................................................................... 9 5. TRANSITION AND TRANSFORMATION........................................................................... 10 5.1 Transition and Transformation, Generally.............................................................. 10 6. PERSONNEL............................................................................................... 10 6.1 Key IBM Positions..................................................................................... 10 6.2 IBM Project Executive................................................................................. 11 6.3 Qualifications, Retention and Removal of IBM Personnel................................................ 11 6.4 Restrictive Covenant.................................................................................. 12 7. HUMAN RESOURCES......................................................................................... 13 8. RESPONSIBILITY FOR RESOURCES............................................................................ 13 8.1 Generally............................................................................................. 13 8.2 Acquired Assets....................................................................................... 13 8.3 [Reserved]............................................................................................ 13 8.4 [Reserved]............................................................................................ 13 8.5 D&B Facilities........................................................................................ 13 9. RIGHTS IN MATERIALS..................................................................................... 14 9.1 D&B Materials......................................................................................... 14 9.2 Commercially Available IBM Materials.................................................................. 14 9.3 Non-Commercially Available IBM Materials.............................................................. 15 9.4 Developed Materials................................................................................... 16 9.5 Certain D&B Rights Following the Term................................................................. 17 9.6 Residual Knowledge.................................................................................... 17 10. REQUIRED CONSENTS....................................................................................... 18 11. PERFORMANCE STANDARDS/SERVICE LEVELS.................................................................... 18 11.1 General............................................................................................ 18 11.2 Priority of Recovery Following Interruption of Services............................................ 18 11.3 User Satisfaction.................................................................................. 18 11.4 Periodic Reviews................................................................................... 19 12. ACCEPTANCE.............................................................................................. 19 13. governance.............................................................................................. 19 13.1 Reports............................................................................................ 20 D&B / IBM Confidential - i - 13.2 Procedures Manual.................................................................................. 20 13.3 Change Control..................................................................................... 21 13.4 Subcontractors..................................................................................... 22 13.5 Quality Assurance and Improvement Programs......................................................... 22 14. AUDITS; RECORD RETENTION................................................................................ 22 14.1 Audit Rights....................................................................................... 22 14.2 IBM Audits......................................................................................... 23 14.3 Records Retention.................................................................................. 24 15. D&B RESPONSIBILITIES.................................................................................... 24 15.1 Designation of Certain D&B Personnel............................................................... 24 15.2 D&B Retained Functions............................................................................. 24 15.3 Savings Clause..................................................................................... 24 16. CHARGES................................................................................................. 24 17. SAFEGUARDING OF DATA; CONFIDENTIALITY................................................................... 25 17.1 D&B Information.................................................................................... 25 17.2 Safeguarding D&B Data.............................................................................. 25 17.3 Confidential Information........................................................................... 26 17.4 Obligations in Connection with Confidential Information............................................ 26 18. REPRESENTATIONS, WARRANTIES AND COVENANTS............................................................... 27 18.1 Work Standards..................................................................................... 27 18.2 Efficiency and Cost Effectiveness.................................................................. 27 18.3 Deliverables....................................................................................... 27 18.4 Technology......................................................................................... 27 18.5 Non-Infringement................................................................................... 27 18.6 Ownership and Use of Software and Related Material................................................. 28 18.7 Authorization and Other Consents................................................................... 28 18.8 Inducements........................................................................................ 28 18.9 Viruses............................................................................................ 28 18.10 Disabling Code..................................................................................... 29 18.11 DISCLAIMERS........................................................................................ 29 19. INSURANCE............................................................................................... 29 20. INDEMNITIES............................................................................................. 29 20.1 IBM Indemnities.................................................................................... 29 20.2 D&B Indemnities.................................................................................... 31 20.3 Additional Indemnities............................................................................. 31 20.4 Infringement....................................................................................... 32 20.5 Indemnification Procedures......................................................................... 32 20.6 Subrogation........................................................................................ 33 21. LIABILITY............................................................................................... 33 21.1 General Intent..................................................................................... 33 21.2 Liability Restrictions............................................................................. 33 21.3 Direct Damages..................................................................................... 34 21.4 Duty to Mitigate................................................................................... 34 21.5 Force Majeure...................................................................................... 34 22. DISPUTE RESOLUTION...................................................................................... 35 22.1 Dispute Resolution Process......................................................................... 35 22.2 Consolidation of Disputes.......................................................................... 36 22.3 Continued Performance.............................................................................. 37 22.4 Governing Law...................................................................................... 37 23. TERMINATION............................................................................................. 37 D&B / IBM Confidential - ii - 23.1 Termination For Cause By D&B....................................................................... 37 23.2 Termination by IBM................................................................................. 38 23.3 Termination for Convenience by D&B................................................................. 38 23.4 Termination for Change of Control.................................................................. 39 23.5 Special Termination Conditions..................................................................... 39 23.6 Extension of Termination Effective Date............................................................ 39 23.7 Termination/Expiration Assistance.................................................................. 40 23.8 Equitable Remedies................................................................................. 41 24. COMPLIANCE WITH LAWS.................................................................................... 41 24.1 Compliance with Laws and Regulations Generally..................................................... 41 24.2 Equal Employment Opportunity....................................................................... 41 24.3 Occupational Safety and Health Act................................................................. 42 24.4 Gramm-Leach-Bliley Act and Similar Laws............................................................ 42 24.5 Fair Labor Standards Act........................................................................... 42 25. GENERAL................................................................................................. 42 25.1 Binding Nature and Assignment...................................................................... 42 25.2 Public Disclosures................................................................................. 43 25.3 Non-Solicitation................................................................................... 43 25.4 No Third Party Beneficiaries....................................................................... 43 25.5 Entire Agreement................................................................................... 43 25.6 Amendments......................................................................................... 43 25.7 Consents and Approvals............................................................................. 44 25.8 Waiver............................................................................................. 44 25.9 Remedies Cumulative................................................................................ 44 25.10 Priority of Documents.............................................................................. 44 25.11 Headings........................................................................................... 45 25.12 Section References................................................................................. 45 25.13 Schedule References................................................................................ 45 25.14 Use of Certain Words............................................................................... 45 25.15 Statutory References............................................................................... 46 25.16 Severability....................................................................................... 46 25.17 Counterparts....................................................................................... 46 25.18 Covenant of Good Faith............................................................................. 46 25.19 Notices............................................................................................ 46 D&B / IBM Confidential - iii - SCHEDULES, EXHIBITS, ATTACHMENTS AND ANNEXES Schedule A IBM Services and Solutions Exhibit A-1 Contact Center Services Statement of Work Exhibit A-2 Data Programming Services Statement of Work Attachment A-2-1 Postal Data Cleansing Attachment A-2-2 Data Programming Quality Checklists Annex A-2-2a SMS Data Normalization Project Quality Checklist Annex A-2-2b SMS Spend Analysis Quality Checklist Annex A-2-2c SMS MWOB Quality Checklist Annex A-2-2d SMS Supply Optimizer Quality Checklist Annex A-2-2e SMS Supply Optimizer Refresh Quality Checklist Exhibit A-3 Transaction Processing Services Statement of Work Attachment A-3-1 Transaction Processing Data Sources Attachment A-3-2 Transaction Processing Workflows Exhibit A-3 Transaction Processing Services Statement of Work Attachment A-3-1 Transaction Processing Data Sources Attachment A-3-2 Transaction Processing Workflows Exhibit A-4 Finance Processing Services Statement of Work Exhibit A-5 Cross Functional Services Statement of Work Attachment A-5-1 IBM Personnel Background Checks and Screening Exhibit A-6 IBM Solutions Attachment A-6-1 Contact Center Solution Annex A-6-1a EU File Update Solution Attachment A-6-2 Data Programming Solution Attachment A-6-3 Transaction Processing Solution Attachment A-6-4 Finance Processing Solution Attachment A-6-5 Technology Solution Exhibit A-7 Transition and Transformation Attachment A-7-1 Transition Solution Attachment A-7-3 Transition Schedule Attachment A-7-2 Transformation Solution Schedule B Service Levels Exhibit B-1 Contact Center Service Levels Attachment B-1-1 Record Completeness Score Point Values Exhibit B-2 Data Programming Service Levels Attachment B-2-1 Delivery Project Commitment Dates - Standard Projects Exhibit B-3 Transaction Processing Service Levels Exhibit B-4 Finance Processing Service Levels Exhibit B-5 Critical Service Levels Exhibit B-6 Mission Critical Service Failures Exhibit B-7 Revenue Commitment Service Levels Attachment B-7-1 Revenue Commitment Service Level Computation Schedule C Charges Exhibit C-1 Transaction Types and Transaction Volume Measurement Exhibit C-2 Pricing Tables D&B / IBM Confidential - iv - Exhibit C-3 T&M Rate Schedule Exhibit C-4 Transaction Baselines Exhibit C-5 Transition Reimbursement Exhibit C-6 Finance Processing Gain-Share Exhibit C-7 Minimum Annual Service Charges Exhibit C-8 Financial Responsibilities Attachment C-8-1 Financial Responsibilities Matrix Exhibit C-9 Price Benchmarking Exhibit C-10 Economic Change Adjustment Attachment C-10-1 Inflation Sensitivity Factors Exhibit C-11 Termination Charges Attachment C-11-1 Termination Charges Schedule Exhibit C-12 Transition Delay Credits Exhibit C-13 Invoice Template Schedule D Key IBM Positions Schedule E Human Resources Exhibit E-1 Affected Personnel Exhibit E-2 Transitioned Personnel Exhibit E-3 Key Transitioned Personnel Exhibit E-4 [Reserved] Exhibit E-5 [Reserved] Exhibit E-6 [Reserved] Exhibit E-7 Job Descriptions Schedule F Governance Exhibit F-1 IBM and D&B Organization Structures Exhibit F-2 Draft Procedures Manual Table of Contents Exhibit F-3 Reports Schedule G Other Country Locations Exhibit G-1 Canada Services Agreement Exhibit G-2 Europe Services Agreement Attachment G-2-1 United Kingdom Affected Employees Schedule H Data Privacy and Data Protection Laws Exhibit H-1 Offshore Processing Exhibit H-2 Qualifications to the Standard Contractual Clauses Exhibit H-3 Model Contract Schedule I [Reserved] Schedule J Termination/Expiration Assistance Schedule K Approved Subcontractors Schedule L Insurance Schedule M Existing D&B Resources D&B / IBM Confidential - v - Exhibit M-1 Software Schedule N [Reserved] Schedule O D&B Competitors D&B / IBM Confidential - vi - GENERAL TERMS AND CONDITIONS BUSINESS PROCESS SERVICES AGREEMENT (the "Agreement"), made and effective as of October 15, 2004 (the "Effective Date"), by and between The Dun & Bradstreet Corporation ("D&B"), a Delaware corporation with its principal place of business located at 103 JFK Parkway, Short Hills, New Jersey 07078-2708, and International Business Machines Corporation ("IBM"), a New York corporation with its principal place of business located at Route 100, Somers, NY 10589. 1. OBJECTIVES 1.1 BACKGROUND, GOALS, AND OBJECTIVES. D&B and IBM agree upon the following specific background, goals, and objectives for the Agreement: (a) D&B desires to enter into an outsourcing arrangement in order to transform and optimize performance of certain call center, data programming, transaction processing and financial activities. D&B's guiding principles for this arrangement are as follows: (i) recognize substantial and sustained cost savings over what it would have cost D&B to provide the services for itself, without sacrificing quality of the services, both initially and on an on-going basis; (ii) treat fairly and equitably all D&B team members; (iii) maintain the quality of D&B data, implement effective controls, and comply with all relevant privacy, financial, and other applicable controls, laws, rules and regulations; and (iv) deliver to D&B world class, evolving services, including through the provision of information technology skills, methods, practices and standards. (b) D&B desires for the outsourcing arrangement to align with the foregoing guiding principles by: (i) enabling D&B to focus on its core competencies and on those activities that provide it with a competitive advantage, recognizing that D&B's core business is dependent on D&B being able to deliver information and related services to its customers; (ii) enabling D&B to increase revenues as further described in the Agreement; (iii) establishing a flexible framework within which to quickly respond to evolving technologies, competitive conditions, and changing D&B business needs; D&B / IBM Confidential - 1 - (iv) attaining transparency and variability of IBM's charging structures, permitting D&B to fully understand IBM's charges and to implement a consumption-based expense structure where actual demand for the Services drives the charges; (v) identifying means to improve the Services and reduce costs to D&B and to enable D&B to improve and expand its information/database capabilities; (vi) providing the transitioning of responsibility for performing the Services from D&B and its contractors to IBM in such a manner so that any disruptions to D&B are planned, minimal, and controlled; and (vii) providing the transitioning of responsibility for performing the Services back to D&B or its designee(s) in connection with termination or expiration of the Agreement in such a manner so that any disruptions to D&B are planned, minimal, and controlled. 2. DEFINITIONS 2.1 CERTAIN DEFINED TERMS. (a) "Affiliate" shall mean, with respect to any entity, any other entity Controlling, Controlled by, or under common Control with, such entity at the time in question. At D&B's option, (i) an entity shall be deemed to remain an Affiliate of D&B for up to twenty-four (24) months after the date it ceases to be controlled by D&B and (ii) the purchaser of all or substantially all the assets of any line of business of D&B or its Affiliates shall be deemed an Affiliate of D&B for up to twenty-four (24) months after the date of purchase, but only with respect to the business acquired. (b) "Agreement" shall mean this Agreement, including its schedules, exhibits, and other attachments, as amended by the Parties from time to time in accordance with its terms. (c) "Approved Subcontractors" shall mean IBM's Affiliates, those subcontractors of IBM approved by D&B prior to the Effective Date and identified in the Agreement, and any other subcontractor(s) approved by D&B during the Term in accordance with the provisions in Section 13.4, unless and until approval of such subcontractor is rescinded by D&B. (d) "Change" shall have the meaning given in Section 13.3(a). (e) "Change Management Process" shall have the meaning given in Section 13.3(a). (f) "Change Order" shall mean a written document executed by a duly authorized representative of both Parties and issued under the Agreement authorizing IBM to carry out a Change. D&B / IBM Confidential - 2 - (g) "Claim" shall mean any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) asserted, commenced or threatened against an entity or person. (h) "Commercially Reasonable Efforts" shall mean taking such steps and performing in such a manner as a well managed business would undertake where such business was acting in a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit. (i) "Confidential Information" shall have the meaning given in Section 17.3. (j) "Control" and its derivatives mean with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of: (i) fifty percent (50%) or more of the capital stock (or other ownership interest, if not a stock corporation) of such entity ordinarily having voting rights; (ii)(A) twenty percent (20%) or more of the capital stock (or other ownership interest, if not a stock corporation) and (B) either (1) a greater percentage than any other juridical person or (2) actual management control by agreement or otherwise; or (iii) with respect to an entity not domiciled in the United States, Control and its derivatives shall have the meaning given in Section 416 of the United Kingdom's Income and Corporation Taxes Act 1988. (k) "Country Locations" shall mean the countries in which D&B and its Affiliates that are Eligible Recipients are located. (l) "D&B Competitor" shall mean the entities listed in Schedule O (D&B Competitors), and all Affiliates of such entities. (m) "D&B Data" shall mean all data, whether or not Confidential Information, collected by or on behalf of IBM (or its Affiliates) in performing the Services, as well as data provided by D&B (or its Affiliates) or D&B's third party vendors, and includes D&B customer data as well as business related data, and all data derived from any of the foregoing, including as stored in or processed through the Equipment or Software. (n) "D&B Information" shall mean all information, including D&B Data, in any form, furnished or made available directly or indirectly to IBM by D&B or its Affiliates or otherwise obtained by IBM from D&B or its Affiliates (including data collected on behalf of D&B by IBM Personnel in the course of performing the Services, but excluding other information first provided directly or indirectly by IBM Personnel). (o) "D&B Materials" shall mean Materials owned by D&B or its Affiliates. (p) "D&B Retained Functions" shall mean any functions expressly set forth in the Agreement as functions to be performed by D&B. (q) "Deliverable" shall mean any tangible work product produced for D&B or its Affiliates by or on behalf of IBM in the course of performing the Services that is listed or described as a Deliverable in the Agreement or a document executed by the Parties under the Agreement. D&B / IBM Confidential - 3 - (r) "Developed IBM Materials" shall have the meaning given in Section 9.4(b). (s) "Developed Materials" shall have the meaning given in Section 9.4(a). (t) "Effective Date" shall mean the date set forth in the introductory paragraph of the Agreement. (u) "Eligible Recipients" shall have the meaning given in Section 3.6. (v) "End Users" shall mean users of the Services. (w) "Equipment" shall mean the computer and telecommunications equipment (without regard to which entity owns or leases such equipment) used by IBM to provide the Services. (x) "Force Majeure Event" shall have the meaning given in Section 21.5(a). (y) "IBM Materials" shall mean Materials that are owned or distributed by IBM, any Approved Subcontractors, or any of their respective Affiliates. (z) "IBM Personnel" shall mean the employees, officers, consultants, contractors and agents of IBM and its Approved Subcontractors assigned to perform the Services pursuant to the Agreement. (aa) "IBM Project Executive" shall have the meaning given in Section 6.2. (bb) "Intellectual Property Rights" shall have the meaning given in Section 9.4(a). (cc) "Local Adoption Agreement" shall have the meaning given in Section 3.8. (dd) "Losses" shall mean all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) suffered or incurred by a person or entity as a result of or in connection with a claim or demand by a third party. (ee) "Major Market" shall mean any the United States, Canada or Europe. (ff) "Major Market Agreement" shall have the meaning given in Section 3.8. (gg) "Materials" shall mean software and non-software materials used in performing the Services or otherwise in connection with the Agreement. (hh) "Notice of Election" shall have the meaning given in Section 20.5. D&B / IBM Confidential - 4 - (ii) "Out-of-Pocket Expenses" shall mean reasonable, demonstrable and actual out-of-pocket expenses incurred by IBM for equipment, materials, supplies or services provided to or for D&B or its Affiliates as identified in the Agreement and which are reimbursable to IBM under the terms of the Agreement, but not including IBM's overhead costs (or allocations thereof), administrative expenses or other mark-ups. In determining IBM's expenses, IBM's actual, incremental expense shall be used and shall be net of all rebates, discounts, and allowances received by IBM. (jj) "Party" shall mean either D&B or IBM and "Parties" shall mean both D&B and IBM. With respect to a Local Country Agreement, "Party" shall mean either signatory to it and "Parties" shall mean both signatories to it. (kk) "Performance Standards" shall mean, individually and collectively, the quantitative and qualitative performance standards and commitments for the Services contained in the Agreement, including Service Levels. (ll) "Procedures Manual" shall have the meaning given in Section 13.2. (mm) "Required Consents" shall mean such consents as may be required or agreed by both Parties to be desirable for the novation or assignment to IBM, or the grant to IBM of rights of use, of resources otherwise provided for in the Agreement. (nn) "Service Commencement Date" shall mean, for each Service type, the date on which IBM meets the applicable acceptance criteria for completion of Transition of the applicable Service type, and first assumes contractual responsibility for performance of such Services. In cases where, pursuant to Attachment A-7-1, IBM assumes contractual responsibility for a Service type or category in progressive stages (i.e., a certain percentage on one date, an additional percentage on a later date, etc.), the Service Commencement Date shall be deemed to have occurred only for that portion of the Services for which IBM has assumed contractual responsibility. (oo) "Service Levels" shall have the meaning given in Section 11.1(b). (pp) "Software" shall (unless a more specific reference is provided) mean all software used by IBM to provide the Services, and all related materials, including methodologies, tools, documentation, materials and media related thereto (without regard to which entity owns or licenses such software and related materials). (qq) "Subscription Agreements" shall have the meaning given in Section 3.8. (rr) "Term" shall mean the period during which the Agreement is in force. (ss) "Termination/Expiration Assistance" shall have the meaning given in Section 23.7(a). (tt) "Third Party Contractor" shall mean a contractor, other than IBM, IBM's Affiliates and Approved Subcontractors, who provides services similar to or that replace the Services to D&B and Eligible Recipients. D&B / IBM Confidential - 5 - (uu) "Third Party Materials" shall mean Materials owned by third parties. (vv) "Third Party Service Contracts" shall mean those agreements pursuant to which a third party was, immediately prior to the Effective Date, furnishing or providing services to D&B or its Affiliates similar to the Services, including agreements for the services of non-employee personnel to provide services similar to the Services prior to the Effective Date. Notwithstanding the foregoing, Third Party Service Contracts do not include licenses, leases and other agreements under the Software provisions of this Agreement. (ww) "Transition" shall mean the process (and associated time period) of migrating performance of the in-scope functions from D&B's operating environment to IBM's initial service delivery environment, making the initial planned improvements to the service delivery infrastructure and effectuating any required knowledge transfer from D&B personnel to IBM Personnel. (xx) "Transformation" shall mean the reengineering/innovation activities to be planned and undertaken by IBM during the Term to transform the Services and associated business processes of D&B from their respective then-current states to a state that will be compliant with D&B's long-term objectives and IBM's solution as described in the Exhibits to Schedule A (IBM Services and Solutions) and to otherwise cause the Services to meet D&B's evolving business requirements. (yy) "Use" shall mean, in the context of Software, to use, copy, maintain, modify, enhance, distribute, or create derivative works. (zz) "Virus" shall have the meaning given in Section 18.9. 2.2 OTHER DEFINED TERMS. (a) Other terms used in the Agreement are defined in the context in which they are used and have the meanings indicated. 3. SERVICES 3.1 GENERAL. Commencing on the Effective Date (or the applicable Service Commencement Date in the case a specific service), IBM will provide the following services, functions and responsibilities, as they may evolve during the Term and as they may, subject to the Change Management Process, be supplemented, enhanced, modified or replaced ("Services"): (a) the services, functions and responsibilities described in the Agreement (including its schedules, exhibits and attachments); (b) the services, functions and responsibilities reasonably related to the in-scope Services to the extent performed during the twelve (12) months preceding the Effective Date by D&B's (and its Affiliates') personnel (including employees and D&B / IBM Confidential - 6 - contractors) who are displaced or whose functions were displaced as a result of the Agreement, even if the service, function or responsibility so performed is not specifically described in the Agreement; and (c) any services not described in the Agreement or its schedules but that are incidental to performance of the Services. 3.2 IMPLIED SERVICES. If any services, functions, or responsibilities are required for the proper performance and provision of the Services, regardless of whether they are specifically described in the Agreement, they shall be deemed to be implied by and included within the scope of the Services to be provided by IBM to the same extent and in the same manner as if specifically described in the Agreement. Except as otherwise expressly provided in the Agreement, IBM shall be responsible for providing the facilities, personnel, and other resources as necessary to provide the Services. 3.3 SERVICES EVOLUTION. IBM shall cause the Services to evolve and to be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services, where such advances are at the time pertinent in general use within the industry or, as identified by D&B, among D&B's competitors. As an example, Services evolution shall include addition of functionality by IBM as is made possible with new Equipment and Software utilized by IBM during the Term. Adjustments in Services in accordance with this Section shall be deemed to be included within the scope of the Services to the same extent and in the same manner as if expressly described in the Agreement. 3.4 SERVICES VARIABLE IN SCOPE AND VOLUME. The Services are variable in scope and volume. Such variations are provided for in the pricing mechanisms set forth in Schedule C (Charges). IBM shall not be entitled to receive an adjustment to the charges except as set forth therein. 3.5 SERVICES PERFORMED BY D&B OR THIRD PARTIES. (a) Subject to Schedule C (Charges), D&B retains the right to perform itself, or retain third parties to perform, any of the Services. D&B will provide IBM with at least sixty (60) days' notice prior to withdrawing any substantial portion of the Services from the scope of Services under the Agreement. (b) In the case of D&B's withdrawal of Services under Section 3.5(a), IBM's charges shall be adjusted as provided in Schedule C (Charges) to reflect those Services that are no longer required. (c) If D&B performs any of the Services itself, or retains third parties to do so, IBM shall cooperate with D&B or such third parties as reasonably necessary for D&B or the third party to perform such Services. Such cooperation shall include: (i) providing reasonable access to the D&B or other facilities being used by IBM to D&B / IBM Confidential - 7 - provide the Services; (ii) providing reasonable access to the Equipment and Software (to the extent permitted under any underlying agreements with unaffiliated third parties); and (iii) providing such information regarding the operating environment, system constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for D&B or a third party to perform its work. Such cooperation shall be subject to the third party's compliance with IBM's reasonable security and confidentiality policies. For the avoidance of doubt, the Parties acknowledge that this provision is not intended to require IBM to furnish IBM resources for third parties to use in performing services comparable to the Services. 3.6 PERMITTED USERS OF THE SERVICES. The Services may be used by D&B and, as directed by D&B, its Affiliates, and those third parties (such as customers, suppliers, and joint venturers) with whom D&B or any Affiliate has a bona fide commercial relationship that is broader than mere resale of the Services (collectively, "Eligible Recipients"). Services provided to Eligible Recipients shall be deemed to be Services provided to D&B. 3.7 SERVICE LOCATIONS. The Parties have agreed upon and identified in Schedule A the locations, as of the Effective Date, at which IBM will perform the Services (subject, in the case of any Service locations outside the United States, to the execution of any prerequisite Major Market Service Agreements and/or Local Adoption Agreements). Any changes in the Service locations or the types of Services provided at a Service location will be subject to the Change Management Process. 3.8 RELATIONSHIP AND AGREEMENT STRUCTURE. (a) The Agreement provides for and governs the provision of Services to D&B and its Affiliates in the United States. By executing the Agreement, D&B and IBM contract to implement the Agreement in relation to the United States. (b) It is also the intention of the Parties that the Agreement provide for the provision of Services to D&B Affiliates in the Major Markets of Canada and Europe. Simultaneously with the execution of the Agreement by D&B and IBM in the United States, D&B's and IBM's respective Affiliates in Canada are subscribing to and joining in the Agreement, thereby activating it in relation to Canada, by executing a Major Market Services Agreement for Canada in the form set forth as Exhibit G-1 (Canada Services Agreement). In addition, D&B's and IBM's respective Affiliates in the United Kingdom are subscribing to and joining in the Agreement, thereby activating it in relation to the United Kingdom, by executing a Major Market Services Agreement for Europe in the form set forth as Exhibit G-2 (Europe Services Agreement). (c) The Europe Services Agreement provides a framework and contractual vehicle by which other D&B and IBM Affiliates in Europe may subscribe to and join in the Agreement if they choose to do so. The Europe Services Agreement will not be activated or effective in relation to European countries other than the United Kingdom unless and until the local IBM and D&B Affiliates in the applicable country D&B / IBM Confidential - 8 - choose to participate in the Agreement. If they choose to participate in the Agreement, they may subscribe to and join in the Agreement by negotiating and executing a local agreement issued under the Europe Services Agreement for the provision and receipt of the Services in relation to the country in which they operate (a "Local Adoption Agreement"). If D&B and IBM Affiliates in a European country choose to enter into a Local Adoption Agreement, they will do so in compliance with all relevant legal requirements in their home country, including national legislation implementing the ARD. (d) Without D&B's consent, no Major Market Services Agreement or Local Adoption Agreement (collectively "Subscription Agreements") shall alter the aggregate net amounts to be received by IBM (including IBM Affiliates), expand the geographic scope of, or otherwise alter the Parties' respective rights and obligations under the Agreement. (e) No amendment to an executed Subscription Agreement shall be effective unless it is approved by the D&B Global Project Executive and the IBM Project Executive. (f) The applicable D&B Affiliate may, subject to the terms of Section 23, terminate any Subscription Agreement without affecting the other Subscription Agreements or the Agreement. (g) In relation to a Subscription Agreement, all references in the Agreement to D&B or IBM shall, be regarded as references to the corresponding D&B or IBM Affiliate(s) in the relevant jurisdiction unless the context requires otherwise. (h) The Parties agree that the UN Convention on the International Sale of Goods shall not apply to any Subscription Agreement. 4. TERM OF AGREEMENT 4.1 TERM. Subject to extensions made pursuant to Section 4.2, the Term of the Agreement will start on the Effective Date and expire at midnight (U.S. Eastern Time) on March 31, 2012. 4.2 EXTENSION OF TERM. By giving written notice to IBM no less than six (6) months prior to the then-existing expiration date of the Agreement, D&B shall have the right to extend the Term of the Agreement for up to one (1) year on the terms and conditions then in effect, including those terms, if any, that provide mechanisms by which the IBM's price is to be adjusted. D&B shall have three (3) such extension options of up to one (1) year each. D&B / IBM Confidential - 9 - 5. TRANSITION AND TRANSFORMATION 5.1 TRANSITION AND TRANSFORMATION, GENERALLY. (a) IBM will perform all functions and services necessary to accomplish the Transition and Transformation on schedule and otherwise in accordance with Exhibit A-7 (Transition and Transformation). (b) IBM will plan and perform the Transition and Transformation in a way that controls and minimizes disruption to D&B and its Affiliates. (c) IBM's responsibilities with respect to the Transition and Transformation will include: (i) establishing communications lines and network connections, and providing Equipment, Software, tapes, records and supplies, as made necessary by the Transition and Transformation; (ii) maintaining the Services with minimal disruption to D&B's business operations; (iii) paying all costs associated with the Transition and Transformation, including communications lines costs (both installation and ongoing); and (iv) otherwise performing such tasks as are necessary to enable IBM to carry out the Transition and Transformation in accordance with Exhibit A-7 (Transition and Transformation) and provide the Services, including following the Transition and Transformation. (d) No functionality of the operations being transitioned to IBM shall be disabled until IBM demonstrates to D&B's reasonable satisfaction that it has fully tested and implemented equivalent capabilities for such functionality at its new location. Communications bandwidth for new locations, if any, shall support or improve the response times experienced by End Users prior to the Transition and Transformation. (e) D&B may monitor, test and otherwise participate in the Transition and Transformation. IBM shall immediately notify D&B if such monitoring, testing or participation has caused (or in IBM's reasonable opinion may cause) a problem or delay in the Transition and/or Transformation, and shall work with D&B to prevent or circumvent such problem or delay. 6. PERSONNEL 6.1 KEY IBM POSITIONS. (a) IBM shall cause each of the IBM Personnel filling the Key IBM Positions set forth in Schedule D (Key IBM Positions) to devote substantially full time and effort to the provision of the Services to D&B except as otherwise specified in Schedule D (Key IBM Positions). These individuals will be expected to remain on the D&B account for at least twenty-four (24) consecutive months from the time they initially assume their position. (b) D&B may from time to time change the positions designated as Key IBM Positions upon at least sixty (60) days prior written notice to IBM, provided that without IBM's consent, the number of Key IBM Positions shall not exceed the number initially specified in the Agreement. D&B acknowledges that if it newly designates a D&B / IBM Confidential - 10 - position as a Key IBM Position, the person IBM nominates to fill that position going forward may be different from the person who then occupies the position. (c) D&B will have the right to interview and/or approve any personnel proposed by IBM to fill a Key IBM Position. (d) Except at D&B's request, IBM may not transfer any individual filling a Key IBM Position until D&B has approved a suitable replacement. No transfers may occur at a time or in a manner that would have an adverse impact on delivery of the Services. (e) So long as an individual is assigned to a Key IBM Position, and for twelve (12) months thereafter, IBM shall not assign such individual to perform services for the benefit of any D&B Competitor. (f) IBM shall establish and maintain an up-to-date succession plan for the individuals filling Key IBM Positions. 6.2 IBM PROJECT EXECUTIVE. IBM shall designate an individual to serve as "IBM Project Executive." The IBM Project Executive shall: (i) be one of the Key IBM Positions; (ii) serve as the single point of accountability for IBM for the Services; (iii) have day-to-day authority for undertaking to ensure customer satisfaction; (iv) receive compensation that includes significant financial incentives based on D&B's satisfaction with the Services, (i.e., not less than thirty-five percent (35%) of his or her total targeted compensation); and (v) be located at a location reasonably designated by D&B from time to time. 6.3 QUALIFICATIONS, RETENTION AND REMOVAL OF IBM PERSONNEL. (a) Notwithstanding any specific IBM Personnel staffing plans set out or described in the schedules, exhibits and attachments to the Agreement, IBM shall be responsible for providing an adequate number of IBM Personnel to perform the Services in accordance with the requirements of the Agreement, including as necessary to accommodate spikes in demand for Services, to resolve backlogs, to achieve the Service Levels, and to meet applicable customer and month-end deadlines. IBM Personnel shall be properly educated, trained and fully qualified for the Services they are to perform. D&B shall have the right to review and approve the job descriptions of IBM Personnel to be recruited to perform the Services and the right to validate the language skills of IBM Personnel. (b) D&B and IBM agree that it is in their best interests to keep the turnover rate of IBM Personnel to a reasonably low level. As part of its monthly reporting, IBM shall report on turnover of personnel assigned to D&B's account. If D&B believes that IBM's turnover rate may be excessive and so notifies IBM, IBM shall provide data concerning its turnover rate and shall meet with D&B to discuss the reasons for, and impact of, the turnover rate. If appropriate, IBM shall submit to D&B its proposals for reducing the turnover rate, and the Parties shall mutually agree on a program to bring the turnover rate down to an acceptable level. In any event, IBM shall use Commercially Reasonable Efforts to keep the turnover rate to a reasonably D&B / IBM Confidential - 11 - low level, and notwithstanding transfer or turnover of IBM Personnel, IBM remains obligated to perform the Services without degradation and in accordance with the Agreement. (c) While at D&B's premises (or the premises of others receiving the Services under the Agreement), IBM Personnel shall (i) comply with reasonable requests, rules, and regulations regarding personal and professional conduct (including the wearing of an identification badge and adhering to general safety, dress, behavior, and security practices or procedures) generally applicable to such premises; and (ii) otherwise conduct themselves in a businesslike and professional manner. (d) If D&B determines in good faith that the continued assignment to D&B's account of one or more IBM Personnel is not in the best interests of D&B, then IBM shall promptly replace that person with another person of suitable ability and qualifications. (e) Prior to being assigned to perform Services, all IBM Personnel must successfully complete a background screening in accordance with the provisions of Attachment A-5-1 (IBM Personnel Background Checks and Screening). If D&B requires, IBM Personnel shall not be assigned to particular Services or projects until they successfully complete additional background screening, drug testing, and similar requirements. IBM shall staff the D&B account with a sufficient number of employees who are willing to agree to and able to pass background screening, drug tests, and similar requirements as necessary to meet the requirements of D&B's business. (f) With respect to Services which are to be performed at locations other than those exclusively under the control of IBM, IBM shall be responsible for: (i) being fully informed of the working conditions under which the Services will be performed; (ii) employing such labor and such means and methods of carrying out the Services as required by such conditions; (iii) using Commercially Reasonable Efforts to maintain labor harmony in providing the Services in order to avoid and prevent strikes, walkouts, work stoppages, slowdowns, boycotts and other labor difficulties, disharmony, and discord; and (iv) any costs (including costs of delays) incurred as a result of failing to meet the obligations under this Section. Without limiting the generality of the foregoing, IBM shall use Commercially Reasonable Efforts to provide IBM Personnel for its labor force that will be compatible with other workers at the applicable location, and shall not permit any disruption in the provision of the Services on account of IBM Personnel. 6.4 RESTRICTIVE COVENANT. While IBM Personnel are assigned to perform Services under the Agreement, they shall not be assigned or permitted to perform services for or on behalf of any D&B Competitors until after they have ceased to perform any Services under the Agreement. For the avoidance of doubt, it is acknowledged that IBM Personnel filling the Key IBM Positions are subject to additional restrictions under Section 6.1(e). D&B / IBM Confidential - 12 - 7. HUMAN RESOURCES Schedule E (Human Resources) sets forth the terms and conditions applicable to the transfer of personnel from D&B (and its Affiliates) to IBM (and its Affiliates) pursuant to the Agreement. 8. RESPONSIBILITY FOR RESOURCES 8.1 GENERALLY. Except to the extent specifically provided elsewhere in the Agreement, IBM shall be responsible for providing all resources (including Equipment and Software) necessary or desirable to provide the Services and will only recover the cost of providing such resources through the corresponding charges in Schedule C (Charges). Any Equipment and Software furnished by IBM that provides a means of access to D&B systems or D&B Data shall comply with D&B's then-current IT architecture and security policies. 8.2 ACQUIRED ASSETS. As of the Effective Date, D&B hereby sells and conveys to IBM for use in providing the Services, for nominal consideration of one US dollar (US$ 1.00), the DUNSVoice Assistance Equipment described in Schedule M (Existing D&B Resources). 8.3 [RESERVED] 8.4 [RESERVED] 8.5 D&B FACILITIES. (a) As described in Schedule A (IBM Services and Solutions), D&B has agreed to provide workspace at D&B facilities during agreed timeframes (generally, during the Transition) for use by in-scope D&B personnel who are hired by IBM and its Affiliates pursuant to the Agreement. IBM may only use the D&B facilities for the sole and exclusive purpose of providing the Services. Use of D&B facilities by IBM and its Affiliates does not constitute a leasehold or other property interest in favor of IBM and its Affiliates. (b) IBM and its Affiliates will use the D&B facilities efficiently, in a manner that is coordinated with D&B and does not interfere with D&B's business operations, and which does not damage D&B facilities. IBM will cause IBM Personnel to comply with D&B's policies and procedures made available to IBM regarding access to and use of the D&B facilities, including procedures for physical security. IBM will permit D&B and its agents and representatives to enter into those portions of the D&B facilities occupied by IBM Personnel at any time to perform inspections, audits or facilities-related services. IBM acknowledges that when IBM Personnel are present at D&B facilities, they are subject to the same limitations on privacy that are applicable to D&B personnel at that facility. D&B / IBM Confidential - 13 - (c) When D&B facilities are no longer required for performance of the Services, or in any event upon expiration or termination of the Agreement (or the applicable lease term, if shorter), IBM will vacate and return them to D&B's use in substantially the same condition as when IBM began use of them, subject to reasonable wear and tear. 9. RIGHTS IN MATERIALS This Section 9 addresses the Parties' respective rights in Materials. 9.1 D&B MATERIALS. (a) D&B retains all right, title and interest in and to D&B Materials. If D&B makes any D&B Materials available to IBM for use in providing the Services, D&B grants to IBM a worldwide, fully paid-up, nonexclusive, non-transferable license during the Term to Use such D&B Materials solely to the extent necessary for performing the Services with the right to grant sub-licenses to Approved Subcontractors thereunder only for such purposes and subject to all applicable provisions of the Agreement. D&B Materials will be made available to IBM in such form and on such media as exists on the Effective Date or as is later obtained by D&B. Except as otherwise specifically set forth in the Agreement, D&B Materials made available to IBM are made available on an "AS IS" basis, with no warranties whatsoever. (b) IBM shall not be permitted to (and shall not permit any Approved Subcontractors to) Use D&B Materials for the benefit of any entities other than D&B and its Affiliates without the prior written consent of D&B, which may be withheld at D&B's discretion. IBM shall (and shall procure that its Approved Subcontractors shall) install, operate and support (and otherwise treat in the same manner as D&B Materials existing as of the Effective Date) additional D&B Materials that D&B may designate from time to time during the Term. Except as otherwise requested or approved by D&B, IBM shall (and shall procure that its Approved Subcontractors shall) cease all use of D&B Materials upon expiration or termination of the Agreement. 9.2 COMMERCIALLY AVAILABLE IBM MATERIALS. With respect to commercially available IBM Materials (and any modifications and enhancements that are not developed specially for D&B or according to D&B's specifications): (a) IBM hereby grants to D&B and the Eligible Recipients a license on standard terms and conditions no less favorable than those offered generally by IBM to other commercial customers to use such IBM Materials during the Term to permit D&B and the Eligible Recipients to receive, use and enjoy fully the benefits of the Services; (b) IBM hereby grants to D&B and the Eligible Recipients a license on standard terms and conditions no less favorable than those offered generally by IBM to other commercial customers to use such IBM Materials following the expiration or termination of the Term or termination of the Service(s) for which such IBM Materials D&B / IBM Confidential - 14 - were used; provided that, in all events, such terms and conditions must be at least broad enough to permit D&B and the Eligible Recipients to use such IBM Materials to provide for themselves, or have provided for them by third party contractors, services similar to the Services, and for D&B and the Eligible Recipients to receive such services; (c) IBM (A) shall deliver a copy of such IBM Materials to D&B and the Eligible Recipients, (B) shall deliver source code and/or object code to the extent such IBM Materials include source code or object code and such code is customarily provided to commercial customers licensing such IBM Materials, and (C) if IBM fails to offer or provide upgrades, maintenance, support or other services for such IBM Materials as provided, shall deliver source code and object code for such IBM Materials to the extent such IBM Materials include source code, together with the right to modify, enhance and create derivative works of such IBM Materials (provided that, in such event, the licensed IBM Materials shall thereafter be provided on an "as is" basis); and (d) IBM shall offer to provide to D&B and the Eligible Recipients upgrades, maintenance, support and other services for such IBM Materials on IBM's then-current standard terms and conditions for such services. (e) Unless D&B has otherwise agreed in advance, D&B and the Eligible Recipients shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses and other rights above. IBM shall not use any such IBM Materials for which it is unable to offer such license or other rights without D&B's prior written approval (and absent such approval, IBM's use of any such IBM Materials shall obligate IBM to provide, at no additional cost to D&B, such license and other rights to D&B, the Eligible Recipients and D&B's designees). 9.3 NON-COMMERCIALLY AVAILABLE IBM MATERIALS. With respect to IBM Materials that are not commercially available, unless otherwise agreed prior to the first use of such IBM Materials: (a) IBM hereby grants to D&B and the Eligible Recipients a worldwide, perpetual, irrevocable, non-exclusive, non-transferable fully paid-up license, to use, execute, reproduce, display, perform, and distribute such IBM Materials following the expiration or termination of the Term or termination of the Service(s) for which such IBM Materials were used. Such license shall be limited to the use of such IBM Materials by D&B and the Eligible Recipients to provide for themselves and, to have provided for them by Third Party Contractors, services similar to the Services and for D&B and the Eligible Recipients to receive, use and fully enjoy the benefits of such services. Nothing in this Agreement will require D&B or the Eligible Recipients to cease conducting their respective businesses, or to prohibit Third Party Contractors from assisting D&B or the Eligible Recipients, in accordance with any business processes or manners of conducting business that have been implemented by IBM and nothing in this Agreement will preclude D&B or the Eligible Recipients (or Third Party Contractors while providing services to D&B or the Eligible Recipients) from continued use of such processes or manners of conducting business. D&B / IBM Confidential - 15 - (b) IBM shall not use any IBM Materials for which it is unwilling to grant all of the license and other rights described above without D&B's prior written approval. (c) IBM hereby grants to Third Party Contractors designated by D&B a worldwide, irrevocable, non-exclusive, non-transferable, fully paid-up license to use, execute, reproduce, display, perform, and distribute such IBM Materials for up to twelve (12) months following the expiration or termination of the Term or, if later, the cessation of the Service(s) for which such IBM Materials were used. Such license shall be limited to the use of such IBM Materials by such Third Party Contractors to provide services similar to the Services to D&B and the Eligible Recipients. The Third Party Contractors shall not be obligated to pay any license or transfer fees in connection with their receipt of the licenses and other rights specified above. However, if the Third Party Contractors require such licenses and other rights for longer than the stated period, IBM will provide the licenses solely for the continuation of the services to D&B and its Affiliates for a price that * . At D&B's request, IBM shall provide upgrades, maintenance, support and other services for such IBM Materials on reasonable commercial terms and conditions, which shall include pricing no less favorable than the pricing customarily charged to other commercial customers receiving equivalent services. If IBM fails to offer or provide upgrades, maintenance, support or other services, IBM shall deliver source code and object code for such IBM Materials to the extent such IBM Materials are Software and include source code, together with the right to modify, enhance and create derivative works of such IBM Materials (provided that, in such event, the licensed IBM Materials shall thereafter be provided on an "as is" basis). 9.4 DEVELOPED MATERIALS. (a) "Developed D&B Materials" shall mean the following Materials developed pursuant to this Agreement by IBM Personnel (alone or jointly with others): (i) modifications to, or upgrades or enhancements (derivative works) of, D&B Materials; (ii) newly developed Materials that do not modify or enhance then existing D&B Materials but are developed specially for D&B or according to D&B's specifications; and (iii) modifications to, or enhancements (derivative works) of, IBM Materials or Third Party Materials that are developed specially for D&B or according to D&B's specifications. As between D&B and IBM, D&B shall own all patent (including rights to patent applications), copyright, trademark, trade secret, design, database, transferable moral and other intellectual property rights (collectively, "Intellectual Property Rights") in and to Developed D&B Materials. In the case of item (iii) above, D&B's ownership shall be subject to and limited by the terms of any license agreement entered into by D&B with respect to the IBM Materials or Third Party Materials from which the Developed D&B Materials are derived; provided, however, that if IBM Personnel incorporate any pre-existing Third Party Materials or IBM Materials into any Developed D&B Materials without first notifying D&B of their nature and entering into with D&B, or obtaining for D&B, a license to use the pre-existing Third Party Materials or IBM Materials on terms that are acceptable to D&B, IBM hereby grants to D&B and Eligible Recipients a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to use such pre-existing Third Party Materials or IBM Materials as part of the Developed D&B Materials in their businesses and to authorize others to do the same on their behalf. Any representations, warranties, and covenants of IBM, and any D&B / IBM Confidential - 16 - * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. rights of D&B under the Agreement, that are applicable to Developed D&B Materials shall apply equally to any Third Party Materials or IBM Materials incorporated into the Developed D&B Materials. To the extent required by applicable law, IBM shall do all such things and shall execute all such documents as may be necessary to effect an assignment or transfer (as the case may be) of all such Intellectual Property Rights. D&B will grant IBM a non-exclusive license during the Term to Use Developed D&B Materials solely to perform the Services. The Parties will mutually agree upon, and IBM will include in the Procedures Manual, a process to ensure written documentation of any agreement of the Parties pursuant to which IBM will develop any Materials "specially for D&B or according to D&B's specifications." (b) "Developed IBM Materials" shall mean modifications to, or upgrades or enhancements (derivative works) of, IBM Materials developed pursuant to this Agreement by IBM Personnel (alone or jointly with others) that are not developed specially for D&B or according to D&B's specifications. As between IBM and D&B, IBM shall own all Intellectual Property Rights in the Developed IBM Materials. D&B's license rights in and to Developed IBM Materials shall be the same as D&B's license rights in and to the underlying IBM Materials from which they are derived, as provided Sections 9.2 and 9.3, whichever is applicable under the circumstances. 9.5 CERTAIN D&B RIGHTS FOLLOWING THE TERM. To the extent D&B and/or its Affiliates use or practice IBM Intellectual Property Rights in accordance with the terms of the Agreement during the Term, IBM (on its own behalf and on behalf of its Affiliates) covenants not to assert against or sue D&B and its Affiliates during or at any time following the Term any claim for infringement of any patent owned or exclusively licensed by IBM or its Affiliates where D&B's or its Affiliate's use or practice which constitutes such infringement began during the Term. 9.6 RESIDUAL KNOWLEDGE. Nothing contained in the Agreement shall restrict a Party from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of such Party's personnel relating to the Services which either Party, individually or jointly, develops or discloses under the Agreement, provided that in doing so such Party does not infringe the Intellectual Property Rights of the other Party or third parties who have licensed or provided materials to the other Party. For the avoidance of doubt, the Parties acknowledge and agree that the provisions of this Section 9.6 do not apply to any of the following: (i) D&B Data; (ii) information concerning the operations, affairs and businesses of D&B (or its Affiliates), the financial affairs of D&B (or its Affiliates), and the relations of D&B (or its Affiliates) with their respective, employees and service providers (including customer lists, customer information, account information, consumer markets and other information regarding D&B's (or its Affiliates') business planning, operations, or marketing activities); or (iii) D&B Materials and Third Party Materials licensed by D&B (or its Affiliates). D&B / IBM Confidential - 17 - 10. REQUIRED CONSENTS IBM and its Affiliates shall be responsible, with D&B's and its Affiliates' reasonable co-operation, for obtaining the Required Consents for third party contracts and licenses as necessary to perform the Services, and IBM shall be responsible for those fees (including transfer or upgrade fees, additional licenses, sublicenses, and maintenance fees) required to obtain such Required Consents. The Parties shall cooperate with each other so as to minimize such costs. As and to the extent consent is obtained for IBM and its Affiliates to manage and utilize the Software or a contract but the relevant license or such contract remains in D&B's or an Affiliate's name, D&B and its Affiliates shall exercise termination, extension, and other rights thereunder as IBM, after consultation with D&B, reasonably directs. If a Required Consent is not obtained, then, unless and until such Required Consent is obtained, IBM shall determine and promptly adopt, subject to D&B's prior written approval, such alternative approaches as are necessary and sufficient to provide the Services without such Required Consents. 11. PERFORMANCE STANDARDS/SERVICE LEVELS 11.1 GENERAL. (a) IBM shall perform the Services at least at the same level and with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and efficiency as was provided prior to the Effective Date by or for D&B. (b) Quantitative Performance Standards for certain of the Services ("Service Levels"), are set forth in Schedule B (Service Levels). (c) At all times IBM's level of performance shall be at least equal to the Service Levels and to standards satisfied by well-managed, world-class operations performing services similar to the Services. 11.2 PRIORITY OF RECOVERY FOLLOWING INTERRUPTION OF SERVICES. IBM will give the recovery of its capabilities to perform the Services and the resumption of its actual performance of the Services the same or greater priority it gives to recovering its capabilities to perform services and resuming its performance of those services for any other customer of IBM (and IBM's own operations). 11.3 USER SATISFACTION. IBM and D&B will conduct a survey at agreed-to intervals (not less than annually) of an agreed upon percentage of the D&B user community. The surveys shall be designed to determine the level of user satisfaction and areas where user satisfaction can be improved. Such surveys shall include representative samples of each major category of user within D&B and an agreed upon number of in-depth face-to-face or telephone interviews. IBM and D&B will mutually agree on the form and content of the surveys, which shall be no less thorough than IBM's customary user satisfaction program. The Parties will jointly review the results of the surveys, and IBM will develop and implement a plan to improve user satisfaction in areas where D&B / IBM Confidential - 18 - user satisfaction is low. D&B's satisfaction shall be an element of IBM employees' personal measurements and a key factor in determining business unit success. Such factors shall comprise a significant percentage of the variable incentive compensation pay of each individual holding a Key IBM Position. 11.4 PERIODIC REVIEWS. Within twelve (12) months after the Effective Date and at least annually thereafter, D&B and IBM will review the Service Levels and will make adjustments to them as appropriate to reflect improved performance capabilities associated with advances in technology, processes and methods. The Parties expect and understand that the Service Levels will be improved over time without impacting the agreed pricing. As new technologies and processes are introduced, additional Service Levels reflecting industry best practices for those technologies and processes will be established by the Parties. Without limiting the generality of this Section 11.4, Section 5.3 of Schedule B (Service Levels) sets forth a mechanism for specific annual improvements in Service Levels. 12. ACCEPTANCE To the extent development of any software or other Deliverables is included within the scope of the Agreement, the provisions of this Section 12 shall apply. IBM shall fully test all Software Deliverables prior to delivery to D&B. Upon receipt of a Software Deliverable, D&B shall review the Deliverable within ten (10) business days in the case of a written Deliverable and thirty (30) days in the case of a Software Deliverable, or such other time period as is otherwise agreed by the Parties in writing (with respect to each Deliverable, the "Acceptance Period") to verify that it complies with its applicable specifications. If D&B notifies IBM within five (5) business days after the end of the Acceptance Period that the Deliverable does not meet its applicable specifications and describes the deficiencies in sufficient detail for IBM to reproduce them, IBM shall promptly replace the Deliverable with a conforming Deliverable. If IBM is unable to provide a conforming Deliverable within ten (10) days after notification of the nonconformance from D&B, D&B may, at its option, (i) extend the time for correction of the Deliverable, (ii) accept that Deliverable in its current condition and receive an equitable adjustment to the price for such Deliverable to account for the reduction in value of the Deliverable, or (iii) reject and return to IBM the Deliverable and receive a refund of amounts paid for the Deliverable and for any other Deliverables returned by D&B that are rendered unusable for their intended purpose due to the inoperability of such Deliverable. 13. GOVERNANCE Schedule F (Governance) sets forth the global relationship structures and governance processes the Parties will use to govern their relationship under the Agreement. D&B / IBM Confidential - 19 - 13.1 REPORTS. Exhibit F-3 (Reports) lists the periodic reports to be issued by IBM to D&B, which should include, at a minimum, monthly performance reports, monthly change reports and monthly reports on resource utilization. 13.2 PROCEDURES MANUAL. (a) IBM shall prepare and deliver to D&B a procedures manual ("Procedures Manual") which describes the activities IBM proposes to undertake in order to provide the Services, including, where appropriate, those supervision, monitoring, staffing, reporting, planning and oversight activities to be undertaken by IBM. IBM will also include in the Procedures Manual a description of its back up and archiving practices, security procedures, change control policies and procedures, and overall architecture plan. (b) Attached as Exhibit F-2 (Draft Procedures Manual Table of Contents) is a draft table of contents for the Procedures Manual. Working in consultation with D&B, IBM will deliver a draft Procedures Manual to D&B within ninety (90) days after the Effective Date for review and comment. The draft Procedures Manual will be organized generally in accordance with Exhibit F-2 (Draft Procedures Manual Table of Contents), but may include additional sections or provisions as appropriate. IBM will incorporate or address reasonable comments or suggestions of D&B and will finalize the Procedures Manual within one hundred fifty (150) days after the Effective Date. The final Procedures Manual will be subject to the approval of D&B in accordance with Section 12. (c) The Procedures Manual will be considered an operational document, which IBM may revise with the written approval of D&B Global Project Executive without the need to amend the Agreement. IBM will periodically update the Procedures Manual to reflect changes in the operations or procedures described in it. Updates of the Procedures Manual will be provided to D&B for review, comment and approval. (d) Notwithstanding anything to the contrary in Section 9, D&B and its Affiliates may retain and use the Procedures Manual in their businesses and for their benefit both during the Term and following the expiration or termination of the Agreement for any reason. Subject to appropriate non-disclosure agreements for the limited purpose of protecting IBM's Intellectual Property Rights in any pre-existing IBM Materials incorporated into the Procedures Manual, D&B and its Affiliates may permit any of their other service providers to use the Procedures Manual during and after the Term, but solely in connection with their provision of services to D&B and its Affiliates. If IBM considers any pre-existing IBM Materials incorporated into the Procedures Manual to be highly confidential, it may so notify D&B. In that case, D&B will cooperate with IBM to permit IBM to prepare a special version of the Procedures Manual masking the sensitive information that D&B will use when disclosing the Procedures Manual to other service providers provided the masking can be accomplished without detracting materially from the usefulness of the Procedures Manual for its intended purpose. D&B / IBM Confidential - 20 - (e) IBM will perform the Services in accordance with the Procedures Manual save that in the event of a conflict between the provisions of the Procedures Manual and the provision of the Agreement, the provisions of the Agreement shall prevail and the conflict shall be resolved in accordance with the Change Management Process described in Section 13.3. 13.3 CHANGE CONTROL. (a) "Change" means any modification to the scope of the Services or to IBM's charges for providing the Services. "Change Management Process" means a written procedure for considering, analyzing, approving and carrying out Changes designed to ensure that only desirable Changes are made and that Changes made by or on behalf of IBM are carried out in a controlled manner with minimal disruption to the Services and D&B's and its Affiliates' business operations. (b) Working in consultation with D&B, IBM will develop and include a Change Management Process in the Procedures Manual. (c) Except as otherwise expressly provided in Schedule A (IBM Services and Solutions), D&B has retained responsibility for establishing the IT architecture, standards (including security standards) and strategic direction of D&B (and its Affiliates). IBM will conform to and support such architecture, standards, and strategic direction in rendering the Services. Any Equipment and Software provided by or on behalf of IBM that connects to D&B (or its Affiliates') IT infrastructure will comply with such architecture, standards, and strategic direction and will only be introduced into the D&B IT infrastructure in accordance with the Change Management Process. (d) IBM will not make any Changes, except in accordance with the Change Management Process and with D&B's approval, that may reasonably be expected to do or result in any of the following: (i) adversely affect the specifications, functionality, or performance of any Services; (ii) increase D&B `s internal costs or IBM's charges to D&B under the Agreement; (iii) disrupt or adversely affect any of D&B's or its Affiliates' business operations; or (iv) deploy technology that is not consistent with D&B's (and its Affiliates') IT architecture, standards and strategic direction, as communicated to IBM. (e) D&B will not be obliged to approve any Change proposed by IBM if implementation of the Change would increase D&B's internal costs or IBM's charges to D&B under the Agreement, or if it would otherwise adversely affect D&B's or its Affiliate's business. IBM will not be obliged or authorized to carry out any proposed Change that D&B disapproves. (f) Should the Parties agree on carrying out a Change, a written Change Order shall be prepared describing the Change and its effects on the Services, IBM's charges and any affected components of the Agreement. IBM shall not begin performing any proposed Change until it has been authorized by a duly executed Change Order. If IBM does so, IBM shall be deemed to have provided such performance gratuitously. D&B / IBM Confidential - 21 - 13.4 SUBCONTRACTORS. IBM may not use subcontractors to perform any material part of the Services or any of its material responsibilities without D&B's prior written consent. Where D&B gives its approval of a subcontractor (Approved Subcontractor), D&B has a right to revoke such approval at any time. If D&B's revocation of such approval is not for good cause and would cause IBM to incur significant Out-of-Pocket Expenses, IBM may so notify D&B. In that case, D&B's revocation will be subject to D&B agreeing to reimburse IBM for such additional Out-of-Pocket Expenses. IBM will be responsible for all subcontractor services as if performed by IBM and shall be D&B's sole point of contact for all issues relating to or arising in connection with the performance of any part of the Services by Approved Subcontractors. IBM shall remain liable at all times for all acts or omissions of the Approved Subcontractors arising out of or in connection with the Agreement. Any act or omission which would be a default under the Agreement had it been done by IBM shall be deemed to be a default by IBM under the Agreement notwithstanding the fact that it was done by an Approved Subcontractor and not IBM. A list of the Approved Subcontractors as of the Effective Date is set forth in Schedule K (Approved Subcontractors). 13.5 QUALITY ASSURANCE AND IMPROVEMENT PROGRAMS. As part of its total quality management process, IBM shall provide continuous quality assurance and quality improvement through: (a) the identification and application of proven techniques and tools from other installations within its operations (i.e., "best practices"); and (b) the implementation of concrete programs, practices and measures designed to improve performance standards. Such procedures shall include checkpoint reviews, testing, acceptance, and other procedures for D&B to confirm the quality of IBM's performance, and shall be included in the Procedures Manual. IBM shall utilize project management tools, including productivity aids and project management systems, as appropriate in performing the services. 14. AUDITS; RECORD RETENTION 14.1 AUDIT RIGHTS. (a) IBM shall maintain a complete audit trail of all financial and non-financial transactions resulting from the Agreement. IBM shall provide to D&B and its Affiliates, and its and their auditors (including internal audit staff and external auditors), inspectors, regulators and other representatives as D&B may from time to time designate in writing, access at all reasonable times (and in the case of regulators at any time required by such regulators) to any facility or part of a facility at which either IBM or any of its subcontractors is providing the Services, to IBM Personnel, and to data and records (excluding data pertaining to IBM's other customers and not to D&B, and excluding cost data except in cases where IBM's charges to D&B are based directly on IBM's costs: e.g., Out-of-Pocket Expenses) relating to the Services for the purpose of performing audits and inspections of either IBM or any of its subcontractors during the Term. For the avoidance of doubt, the purposes for which D&B audits and inspections may be performed include the following: to verify the accuracy of IBM's invoices; to verify the integrity of D&B Data and IBM's compliance D&B / IBM Confidential - 22 - with the data privacy, data protection, confidentiality and security requirements of the Agreement; to investigate actual or suspected intrusions into D&B networks or systems or incidents of unauthorized access to or use of D&B Data, and to verify IBM's compliance with any other provisions of the Agreement. (b) Audits and inspections will be conducted during business hours and upon reasonable advance notice to IBM except in the case of audits or inspections by regulators, emergency or security audits or inspections, or audits or inspections investigating claims of illegal behavior. D&B and its Auditors will comply with IBM's reasonable security and confidentiality requirements when accessing facilities or other resources owned or controlled by IBM; provided, however, that IBM shall not restrict access by personnel conducting such audits or inspections to any D&B Data or other resources owned or supplied by D&B. IBM will cooperate fully with D&B and its representatives conducting audits or inspections and provide such assistance as they reasonably require to carry out the audit or inspection, including installing and operating audit software. 14.2 IBM AUDITS. (a) IBM shall conduct audits of or pertaining to the Services in such manner and at such times as is consistent with the audit practices of well managed operations performing services similar to the Services. IBM shall perform a security audit at least annually and shall cause a Type II Statement of Auditing Standards ("SAS") 70 audit (or equivalent audit) to be conducted annually for each shared services facility at or from which Services are provided to D&B and/or the Eligible Recipients. The SAS 70 audits will be conducted in accordance with D&B's control requirements as required by D&B. IBM shall permit D&B to participate in the planning of each SAS 70 audit, shall confer with D&B as to the scope and timing of each such audit and shall accommodate D&B requirements and concerns to the extent practicable, in IBM's reasonable discretion. Unless otherwise agreed by the Parties, each SAS 70 audit shall be scheduled so as to facilitate annual compliance reporting by D&B and the Eligible Recipients under the Sarbanes-Oxley Act of 2002 and implementing regulations promulgated in the thereunder. To the extent the resulting audit report is relevant to D&B and/or the Eligible Recipients, IBM shall provide a copy of such report to D&B and its independent auditors for review and comment as soon as reasonably possible and in all events within thirty (30) days after completion. (b) Following an audit or examination, D&B may conduct (in the case of an internal audit), or request its external auditors or examiners to conduct, an exit conference with IBM to obtain factual concurrence with issues identified in the review. (c) IBM and D&B will meet to review each audit report promptly after its issuance and to agree mutually upon the appropriate manner, if any, in which to respond to the changes suggested by the audit report. D&B and IBM agree to develop operating procedures for the sharing of audit and regulatory findings and of reports related to IBM's operating practices and procedures produced by auditors or regulators of either Party. D&B / IBM Confidential - 23 - 14.3 RECORDS RETENTION. Until the latest of (a) three (3) years after creation of the record; (b) all pending matters relating to the Agreement are closed; (c) the information is no longer required to meet D&B's records management policy as disclosed by D&B to IBM and as such policy may be adjusted from time to time; or (d) the information is no longer required for either Party to comply with applicable laws, IBM shall maintain and provide access upon request to the records, documents, and other information required to meet D&B's audit rights under the Agreement. 15. D&B RESPONSIBILITIES 15.1 DESIGNATION OF CERTAIN D&B PERSONNEL. D&B shall designate an individual to serve in each of the D&B roles identified in Exhibit F-1 (IBM and D&B Organization Structures). 15.2 D&B RETAINED FUNCTIONS In support of IBM's performance of the Services, D&B will perform the D&B Retained Functions. 15.3 SAVINGS CLAUSE. (a) DUE TO THE IMPACT ANY TERMINATION OF THE AGREEMENT OR SUSPENSION OF PERFORMANCE WOULD HAVE ON D&B'S BUSINESS, D&B'S FAILURE TO PERFORM ITS RESPONSIBILITIES SET FORTH IN THE AGREEMENT (OTHER THAN D&B'S FAILURE TO PAY UNDISPUTED AMOUNTS IN EXCESS OF THREE MILLION US DOLLARS (US$ 3 MILLION), OR ITS FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 7.2 (DISPUTED CHARGES) OF SCHEDULE C (CHARGES)) SHALL NOT BE GROUNDS FOR TERMINATION OF THE AGREEMENT BY IBM OR FOR THE SUSPENSION OF PERFORMANCE OF THE SERVICES BY IBM. IBM ACKNOWLEDGES THAT D&B WOULD NOT BE WILLING TO ENTER INTO THE AGREEMENT WITHOUT ASSURANCE THAT IT MAY NOT BE TERMINATED BY IBM AND THAT IBM MAY NOT SUSPEND PERFORMANCE EXCEPT, AND ONLY TO THE EXTENT, AS PROVIDED UNDER THE AGREEMENT. (b) IBM's nonperformance of its obligations under the Agreement shall be excused if and to the extent (a) such IBM nonperformance results from D&B's failure to perform its responsibilities; and (b) IBM provides D&B with reasonable notice of such nonperformance and (if requested by D&B) uses Commercially Reasonable Efforts to perform notwithstanding D&B's failure to perform with D&B being responsible to reimburse IBM for its additional Out-of-Pocket expenses for such efforts. 16. CHARGES Schedule C (Charges) sets forth all the charges payable to IBM for performing the Services and the associated invoicing and payment procedures and terms. D&B will not be required to pay IBM any amounts for or in connection with performing the D&B / IBM Confidential - 24 - Services and fulfilling IBM's obligations under the Agreement other than the Permitted Charges (as defined in Schedule C). 17. SAFEGUARDING OF DATA; CONFIDENTIALITY 17.1 D&B INFORMATION. (a) D&B Information shall be and remain, as between the Parties, the property of D&B, its Affiliates and third party licensors (as the case may be). IBM shall not possess or assert any lien or other right against or to D&B Information. Except as expressly permitted by Section 9.6, D&B Information shall not be: (i) used by IBM other than in connection with providing the Services; (ii) disclosed, sold, assigned, leased or otherwise provided to third parties by IBM; or (iii) commercially exploited by or on behalf of IBM. (b) D&B Information shall not be utilized by IBM for any purpose other than that of rendering the Services under the Agreement. Upon D&B's request, or upon termination or expiration of the Agreement for any reason, D&B Information shall be promptly returned to D&B (or its applicable Affiliate) or destroyed by IBM. (c) Without limiting the generality of Sections 24.1 and Schedule H (Data Privacy and Data Protection Laws), IBM will comply with all data protection and data privacy laws and regulations applicable to IBM's business. In addition, IBM will enable D&B to comply with data protection and data privacy laws and regulations that are not generally applicable to IBM's business but are applicable to D&B and/or its Affiliates by complying with any associated D&B standards, policies and requirements that have been communicated to IBM in writing. For the avoidance of doubt, the Parties acknowledge that IBM is not providing audit, legal, or compliance advice to D&B under the Agreement. 17.2 SAFEGUARDING D&B DATA. (a) IBM will establish and maintain safeguards against the destruction, loss, or alteration of D&B Data in the possession of IBM which are no less rigorous than those in effect at D&B as of the Effective Date, and which are no less rigorous than those maintained by IBM for its own information of a similar nature. D&B will have the right to establish backup security for data and to keep backup data and data files in its possession if it chooses. (b) IBM Personnel shall not attempt to access, or allow access to, any D&B Data that they are not permitted to access under the Agreement. If such access is attained (or is reasonably suspected), IBM shall promptly report such incident to D&B, describe in detail the accessed D&B Data, and if applicable return to D&B any copied or removed D&B Data. (c) IBM shall utilize Commercially Reasonable Efforts, including thorough systems security measures, to guard against the unauthorized access, alteration or destruction of Software and D&B Data. Such measures shall include the use of Software which: (i) requires all users to enter a user identification and password prior to gaining access to the information systems; (ii) controls and tracks D&B / IBM Confidential - 25 - the addition and deletion of users; and (iii) controls and tracks user access to areas and features of the information systems. If IBM becomes aware of any suspected, attempted or actual intrusions into D&B networks or systems, or incidents of unauthorized access to or use of D&B Data, IBM shall immediately report the incident to the D&B Global Project Executive. (d) Schedule H (Data Privacy and Data Protection Laws) sets forth additional terms and conditions governing data privacy and data protection, and compliance by the Parties with applicable legislation and regulations as they relate to the performance of the Services by IBM. 17.3 CONFIDENTIAL INFORMATION. IBM and D&B each acknowledge that they may be furnished with, receive or otherwise have access to information of or concerning the other Party that such Party considers to be confidential, a trade secret or otherwise restricted. "Confidential Information" shall mean all information, in any form, furnished or made available directly or indirectly by one Party to the other which is marked confidential, restricted, or with a similar designation. The terms and conditions of the Agreement shall be deemed Confidential Information. 17.4 OBLIGATIONS IN CONNECTION WITH CONFIDENTIAL INFORMATION. (a) Each Party shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own information, but in any event no less than Commercially Reasonable Efforts, to prevent disclosing to unauthorized parties the Confidential Information of the other Party, provided that IBM may disclose such information to properly authorized entities as and to the extent necessary for performance of the Services, and D&B may disclose such information to third parties as and to the extent necessary for the conduct of its business, where in each such case: (i) the receiving entity first agrees in writing to terms and conditions substantially the same as the confidentiality provisions set forth in the Agreement; (ii) use of such entity is authorized under the Agreement; (iii) such disclosure is necessary or otherwise naturally occurs in that entity's scope of responsibility; and (iv) the disclosing Party assumes full responsibility for the acts and omissions of such third party. (b) The receiving Party's obligations respecting Confidential Information of the other Party shall continue for as long as the receiving Party (or any of its Affiliates, contractors, agents or representatives) retains any copies of the Confidential Information and shall survive for a period of two (2) years following the receiving Party's destruction or return of all copies of the Confidential Information. For the avoidance of doubt, the provisions of this section shall not in any way limit IBM's obligations to safeguard the D&B Data pursuant to Section 17.2. (c) Each Party's Confidential Information shall remain the property of that Party. Nothing contained in the Parties' obligations with respect to Confidential Information shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party, and D&B / IBM Confidential - 26 - any such obligation or grant shall only be as provided by other provisions of the Agreement. The obligations set forth in this Section 17.4 shall not apply to any particular information that the receiving Party can establish: (i) was already in its possession without any obligation of confidentiality at the time of disclosure by the furnishing Party; (ii) was developed independently by it without reference to any Confidential Information of the furnishing Party; (iii) was obtained without obligation of confidentiality from a source who had the right to furnish the information to the receiving Party without an obligation of confidentiality; (iv) was publicly available when disclosed by the furnishing Party or subsequently becomes publicly available through no fault of the receiving Party; or (v) was disclosed by the furnishing Party to other parties without an obligation of confidentiality. 18. REPRESENTATIONS, WARRANTIES AND COVENANTS 18.1 WORK STANDARDS. IBM represents and warrants that the Services shall be rendered with promptness and diligence and shall be executed in a workmanlike manner, in accordance with the practices and high professional standards used in well-managed operations performing services similar to the Services. IBM represents and warrants that it shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services. 18.2 EFFICIENCY AND COST EFFECTIVENESS. IBM represents and warrants that it shall use Commercially Reasonable Efforts to use efficiently the resources or services necessary to provide the Services. IBM represents and warrants that with respect to chargeable resources it shall use Commercially Reasonable Efforts to perform the Services in the most cost-effective manner consistent with the required level of quality and performance. 18.3 DELIVERABLES. IBM represents and warrants that all deliverables will comply with their applicable specifications. 18.4 TECHNOLOGY. IBM agrees that it shall provide the Services using, subject to the Change Management Process, proven, current technology that will enable D&B to take advantage of technological advancements in its industry and support D&B's efforts to maintain competitiveness in the markets in which it competes. 18.5 NON-INFRINGEMENT. Each Party represents and warrants that it shall perform its responsibilities under the Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Intellectual Property Rights of any third party. IBM represents that there are no current claims that any portion of the Services infringes any third party Intellectual Property Rights (regardless of IBM's view of the merits of D&B / IBM Confidential - 27 - such claim) and IBM shall promptly inform D&B of any claims which are hereinafter brought. 18.6 OWNERSHIP AND USE OF SOFTWARE AND RELATED MATERIAL. IBM represents and warrants that it is either the owner of, or authorized to use, all of the software and related material, including IBM Software, used and to be used in connection with the Services, which is not otherwise owned by D&B or its Affiliates. 18.7 AUTHORIZATION AND OTHER CONSENTS. Each Party represents and warrants to the other that: (a) it has the requisite corporate power and authority to enter into the Agreement and to carry out the transactions contemplated by the Agreement; (b) the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by the requisite corporate action on the part of such Party and will not constitute a violation of any judgment, order or decree; (c) the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated by the Agreement will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) there is no proceeding pending or, to the knowledge of the Party, threatened which challenges or may have a material adverse affect on the Agreement or the transactions contemplated by the Agreement. 18.8 INDUCEMENTS. IBM represents and warrants to D&B that it has not violated any applicable laws or regulations or any D&B policies of which IBM has been given notice regarding the offering of unlawful inducements in connection with the Agreement. If at any time during the Term, D&B determines that the foregoing representation and warranty is inaccurate, and provided the inaccuracy is of such a material nature that it might have reasonably led D&B not to enter into the Agreement had D&B known this before entering into the Agreement, then, in addition to any other rights D&B may have at law or in equity, D&B shall have the right to terminate the Agreement for cause without first affording IBM an opportunity to cure. 18.9 VIRUSES. IBM shall use Commercially Reasonable Efforts so that no Viruses are coded or introduced into the systems used to provide the Services. If a Virus is found to have been introduced into the systems used to provide the Services, IBM shall use Commercially Reasonable Efforts upon D&B's request to assist D&B in reducing the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, to assist D&B to the same extent to mitigate and restore such losses. Such assistance shall be provided at no charge if the Virus was introduced either by IBM personnel or via software, systems or other resources controlled by IBM; otherwise, such assistance shall be provided in accordance with the applicable pricing provisions of the Agreement. "Virus" shall mean: (a) program code or programming instruction or set of instructions intentionally designed to disrupt, disable, harm, interfere with or D&B / IBM Confidential - 28 - otherwise adversely affect computer programs, data files or operations; or (b) other code typically described as a virus or by similar terms, including Trojan horse, worm or backdoor, that was not authorized in writing by D&B. 18.10 DISABLING CODE. IBM represents and warrants that, without the prior written consent of D&B (which it may withhold in its sole discretion), IBM shall not insert into the Software any code that would have the effect of disabling or otherwise shutting down all or any portion of the Services, other than code which is inserted into commercially available products by the product licensor in the normal course of its business to ensure a purchaser or licensee uses the product in accordance with the license agreement. IBM further represents and warrants that, with respect to any disabling code that may be part of the Software, IBM shall not invoke such disabling code at any time, including upon expiration or termination of the Agreement for any reason, without D&B's prior written consent. 18.11 DISCLAIMERS. (a) During the proposal and contract negotiation process preceding the Effective Date, IBM has been afforded the opportunity to conduct to its satisfaction a full examination of D&B's operations related to the Services. D&B MAKES NO WARRANTIES THAT ARE NOT SET FORTH IN THE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SCHEDULE C (CHARGES), IN NO EVENT WILL INFORMATION DISCOVERED AFTER THE EFFECTIVE DATE OR CHANGES IN CIRCUMSTANCES OF ANY KIND SERVE AS THE BASIS FOR IBM TO ADJUST THE PRICING OR TERMS OF THE AGREEMENT. (b) THE WARRANTIES SET FORTH IN THE AGREEMENT ARE EXCLUSIVE. OTHER THAN AS PROVIDED IN THE AGREEMENT, THERE ARE NO EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 19. INSURANCE IBM will maintain during the Term insurance coverage in accordance with Schedule L (Insurance). 20. INDEMNITIES 20.1 IBM INDEMNITIES. IBM will indemnify and hold D&B and D&B's Affiliates and their respective officers, directors, employees, agents, successors and assigns harmless against any and all Losses arising from, related to, or in any way connected with, Claims of or for any of the following: (a) IBM's failure to observe or perform any duties or obligations to be observed or performed on or after the Effective Date by IBM under the Third Party D&B / IBM Confidential - 29 - Service Contracts, if any, assigned to IBM or for which IBM has assumed financial, administrative or operational responsibility under the Agreement. (b) Infringement or misappropriation of any Intellectual Property Rights, alleged to have occurred because of systems, deliverables, or other resources provided by IBM to D&B, or based upon the performance of the Services by IBM. IBM's foregoing indemnity obligation shall not apply to the extent (but only to the extent) any claimed infringement or misappropriation is directly attributable to any of the following: (i) the combination, operation or use of an item provided on behalf of IBM with other specific items not furnished by, through, or at the specification of IBM or its subcontractors; provided, however, that this exception will not be deemed to apply to the combination, operation or use of an item with other commercially available products that could reasonably have been anticipated to be used in combination with the item provided by IBM in connection with the Services: e.g., the use of application software provided by IBM with a commercially available computer and operating system not provided by IBM), (ii) modifications of hardware, Software, or materials that were not made, directed, or approved by IBM, (iii) specifications provided by the Indemnified Party if such specifications did not permit use of a non-infringing alternative and provided IBM did not knowingly commit an infringement or misappropriation without advising D&B in writing in advance, (iv) business process(es) that the Indemnified Party requires IBM to use or follow if such business process(es) did not permit use of a non-infringing alternative and provided IBM did not knowingly commit an infringement or misappropriation without advising D&B in writing in advance, or (v) use by the Indemnified Party of an item in other than its specified operating environment; (c) By, on behalf of, or related to, any employee of IBM, its Affiliates, or any Approved Subcontractor, including Claims arising on or after the Effective Date under occupational health and safety, worker's compensation, ERISA or other applicable federal, state, or local laws or regulations, or at common law, except to the extent of D&B's responsibility, if any, under Section 20.3; (d) Any amounts including taxes, interest, and penalties assessed against D&B or its Affiliates which are obligations of IBM; (e) The inaccuracy or untruthfulness of any representation or warranty made by or on behalf of IBM in any of the following Sections: 18.5, 18.6, 18.7 and/or 18.10; (f) By subcontractors arising out of IBM's breach or violation of IBM's subcontracting arrangements; (g) Arising out of (i) a violation of Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons by IBM or its employees, subcontractors or agents; (ii) sexual discrimination or harassment by IBM, its employees, subcontractors or agents; and (iii) work-related injury or death caused by IBM, its employees, subcontractors, or agents (except to the extent covered by D&B's worker's compensation coverage); D&B / IBM Confidential - 30 - (h) By any IBM Personnel that D&B (or its Affiliate) is liable to such person as the employer or joint employer of such person, including any claim for employee benefits as a result thereof; (i) Arising out of or relating to inadequacies in the physical and data security control systems at the locations from which IBM provides the Services, to the extent such systems are controlled or provided by IBM after the Effective Date; and/or (j) Arising out of IBM's breach of Section 24. 20.2 D&B INDEMNITIES. D&B will indemnify, defend and hold harmless IBM and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against any and all Losses arising from, related to, or in any way connected with, Claims of or for any of the following: (a) D&B's failure to observe or perform any duties or obligations to be observed or performed prior to the Effective Date by D&B under any of the third party contracts assigned to IBM or for which IBM has assumed financial, administrative or operational responsibility; and (b) Infringement or misappropriation of any Intellectual Property Rights, alleged to have occurred because of systems or other resources provided to IBM by D&B unless attributable to IBM's failure to obtain any Required Consent IBM is responsible for obtaining. 20.3 ADDITIONAL INDEMNITIES. Each Party (indemnitor) agrees to indemnify, defend and hold harmless the other (indemnitee) and its Affiliates and their respective officers, directors, employees, agents, successors and assigns, against any and all Losses arising from, related to or in any way connected with, Claims of or for any of the following: (a) the death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent that that the indemnitor is considered a 'special employer' under applicable workers compensation laws and that under such law the indemnitee is deemed to be fully protected by workers compensation insurance); (b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor; or (c) resulting from an act or omission of the indemnitor in its capacity as an employer of a person. D&B / IBM Confidential - 31 - 20.4 INFRINGEMENT. (a) If any item used by IBM to provide the Services (other than an item provided by D&B) becomes, or in IBM's reasonable opinion is likely to become, the subject of a third party infringement or misappropriation Claim, in addition to indemnifying D&B and its Affiliates and in addition to D&B's other rights, IBM shall promptly take the following actions, at no additional charge to D&B, in the listed order of priority: (i) promptly secure the right to continue using the item; (ii) replace or modify the item to make it non-infringing or without misappropriation, provided that any such replacement or modification must not degrade the performance or quality of the affected component of the Services and IBM shall be responsible for the cost of any new interfaces or integration work required as a result of the replacement or modification; or (iii) remove the item from the Services, in which case IBM's charges shall be equitably adjusted to reflect such removal and if, in D&B's reasonable opinion, such removal is material to all or any portion of the remaining Services D&B may terminate such portion of the affected Services or the entire Agreement, as the case may be, without penalty. (b) If any item provided to IBM by D&B for use in providing the Services becomes, or in D&B's reasonable opinion is likely to become, the subject of a third party infringement or misappropriation Claim, in addition to indemnifying IBM and its Affiliates pursuant to Section 20.2(b), D&B may take any of the following actions, at no charge to IBM: (i) promptly secure the right for IBM and its Affiliates to continue using the item; (ii) replace or modify the item with a functionally equivalent or similar item that is non-infringing and bear the cost of any new interfaces or integration work required as a result of the replacement or modification; or (iii) cease making the item available to IBM for use in providing the Services. If D&B exercises option (iii), the Parties will negotiate an equitable adjustment of IBM's performance obligations and charges to reflect the withdrawal of the item from IBM's use. The foregoing shall not apply to the extent the claimed infringement or misappropriation is attributable to IBM's failure to obtain any Required Consent(s) for which IBM is responsible under the Agreement. 20.5 INDEMNIFICATION PROCEDURES. The following procedures will apply to Claims for which a party seeks to be indemnified pursuant the Agreement: (a) Promptly after an indemnitee receives notice of any Claim for which it will seek indemnification pursuant to the Agreement, the indemnitee will promptly notify the indemnitor of the Claim in writing. No failure to so notify the indemnitor will abrogate or diminish the indemnitor's obligations under this Section 20 if the indemnitor has or receives knowledge of the Claim by other means or if the failure to notify does not materially prejudice its ability to defend the Claim. Within fifteen (15) days after receiving an indemnitee's notice of a Claim, but no later than ten (10) days before the date on which any formal response to the Claim is due, the indemnitor will notify the indemnitee in writing as to whether the indemnitor acknowledges its indemnification obligation and elects to assume control of the defense and settlement of the Claim (a "Notice of Election"). In issuing a Notice of Election, the indemnitor waives any right of contribution against the indemnitee unless the Notice of Election D&B / IBM Confidential - 32 - expressly states that indemnitor believes in good faith that the indemnitee may be liable for portions of the Claim that are not subject to indemnification by the indemnitor, in which case the indemnitee will have the right to participate jointly in the defense and settlement of the Claim at its own expense using counsel selected by it. (b) If the indemnitor timely delivers a Notice of Election, it will be entitled to have sole control over the defense and settlement of the Claim except as provided in Section 20.5(a). After delivering a timely Notice of Election, the indemnitor will not be liable to the indemnitee for any legal expenses subsequently incurred by the indemnitee in defending or settling the Claim. In addition, the indemnitor will not be required to reimburse the indemnitee for any amount paid or payable by the indemnitee in settlement of the Claim if the settlement was agreed to without the written consent of the indemnitor. (c) If the indemnitor does not deliver a timely Notice of Election for a Claim, the indemnitee may defend and/or settle the Claim in such manner as it may deem appropriate, at the cost and expense of the indemnitor, including payment of any settlement, judgment or award and the costs of defending or settling the Claim. The indemnitor will promptly reimburse the indemnitee upon demand for all Losses suffered or incurred by the indemnitee as a result of or in connection the Claim. 20.6 SUBROGATION. If an indemnitor shall be obligated to indemnify an indemnitee under the Agreement, the indemnitor shall, upon fulfillment of its obligations with respect to indemnification, including payment in full of all amounts due pursuant to its indemnification obligations, be subrogated to the rights of the indemnitee with respect to the Claims to which such indemnification relates. 21. LIABILITY 21.1 GENERAL INTENT. Subject to the liability restrictions below, it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party's failure to perform its obligations in the manner required by the Agreement. 21.2 LIABILITY RESTRICTIONS. (a) Subject to Section 21.2(c) below, in no event, whether in contract or in tort (including breach of warranty, negligence and strict liability in tort), shall a Party be liable for indirect or consequential, exemplary, punitive or special damages, or any loss of profits, revenue, business, savings, or goodwill, even if such Party has been advised of the possibility of such damages in advance. (b) Subject to Section 21.2(c) below, each Party's total liability to the other, whether in contract or in tort (including breach of warranty, negligence and strict liability in tort) shall be limited in the aggregate to an amount equal to the total D&B / IBM Confidential - 33 - charges payable to IBM pursuant to the Agreement for proper performance of the Services for the twelve (12) months prior to the month in which the most recent event giving rise to liability occurred; provided that if such event giving rise to liability occurs during the first twelve (12) months after the Effective Date, liability shall be limited to an amount equal to the total charges that would be payable to IBM pursuant to the Agreement for proper performance for the Services during such twelve (12) month period. Service Credits do not count against and do not reduce the amounts available under the foregoing limitations. For the avoidance of doubt, the cap on aggregate liability set forth in this paragraph is intended to be an aggregate cap applicable to any and all claims under the Agreement, including any and all claims arising under Local Services Agreements executed hereunder, or under any Adoption Agreements executed thereunder. (c) The limitations set forth in Sections 21.2(a) and 21.2(b) above shall not apply with respect to: (i) Claims that are the subject of indemnification; (ii) damages occasioned by a Party's breach of its obligations with respect to Confidential Information; or (iii) any amounts payable by D&B to IBM under the Agreement for Services properly performed. 21.3 DIRECT DAMAGES. The following shall be considered direct damages and shall not be considered consequential damages to the extent they result from a Party's failure to fulfill its obligations in accordance with the Agreement: (a) costs of recreating or reloading any D&B Information that is lost or damaged; (b) costs of implementing a workaround in respect of a failure to provide the Services; (c) costs of replacing lost or damaged equipment and software and materials; (d) costs and expenses incurred to correct errors in software maintenance and enhancements provided as part of the Services; (e) costs and expenses incurred to procure the Services from an alternate source; and (f) straight time, overtime, or related expenses incurred by D&B or its Affiliates, including overhead allocations for employees, wages and salaries of additional personnel, travel expenses, telecommunication and similar charges incurred due to the failure of IBM to provide the Services or incurred in connection with (a) through (e) above. 21.4 DUTY TO MITIGATE. Each Party shall have a duty to mitigate damages for which the other Party is responsible. 21.5 FORCE MAJEURE. (a) Neither Party shall be liable for any default or delay in the performance of its obligations under the Agreement (other than the obligations to pay amounts due under the Agreement) (i) if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, war, government action, an order under the Defense Production Act, or any other cause beyond the reasonable control of such Party; (ii) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions D&B / IBM Confidential - 34 - and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (including, with respect to IBM, by IBM meeting its obligations for performing disaster recovery services as provided in the Agreement) (each such event, a "Force Majeure Event"). (b) In such event the non-performing Party shall be excused from further performance or observance of the obligations so affected for as long as such circumstances prevail and such Party continues to use Commercially Reasonable Efforts to recommence performance or observance without delay, including the performance and fulfillment of any express disaster recovery/business continuity obligations of IBM under the Agreement. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within twenty-four (24) hours of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay. A Force Majeure Event does not excuse IBM from providing disaster recovery services. (c) If any Force Majeure Event substantially prevents, hinders or delays performance of the Services necessary for the performance of functions reasonably identified by D&B as critical for more than five (5) consecutive calendar days or any material portion of the Services for more than ten (10) business days, then at D&B's option: (i) D&B may procure such Services from an alternate source, and IBM shall be liable for payment for such Services from the alternate source for so long as the delay in performance shall continue, not to exceed 180 days; (ii) D&B may terminate any portion of the Agreement so affected and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (iii) D&B may terminate the Agreement as of a date specified by D&B in a written notice of termination to IBM. If D&B terminates the Agreement under clause (b) or (c) above, D&B shall pay IBM's charges for all Services performed under the Agreement, but shall not be liable for payment of any termination charges. IBM shall not have the right to any additional payments from D&B for costs or expenses incurred by IBM as a result of any Force Majeure Event. 22. DISPUTE RESOLUTION Any dispute between the Parties arising out of or relating to the Agreement, including with respect to the interpretation of any provision of the Agreement and with respect to the performance by IBM to D&B, shall be resolved by the process set forth in this Section 22. 22.1 DISPUTE RESOLUTION PROCESS. (a) The Parties initially shall attempt to resolve their disputes informally, or as described in Section 22.1(b), by appointing designated representatives who do not devote substantially all of their time to performance under the Agreement to meet for the purpose of endeavoring to resolve such disputes. (b) In the event of any dispute arising out of or in connection with the Agreement that is not resolved informally, the Parties agree to discuss and consider submitting the matter to settlement proceedings under the International Chamber of Commerce (ICC) ADR Rules. In the event that the Parties agree to submit the matter to settlement proceedings under the ICC ADR Rules and the dispute has not been settled pursuant to such rules within forty five (45) days following the filing of a request for ADR or within such period as the Parties may agree in writing, the parties shall have no further obligations under this Section 22.1(b). (c) If the Parties are unable to resolve a dispute informally, either party may pursue its remedies under the Agreement through litigation. (d) Nothing in this Section 22.1 shall prevent any party seeking, obtaining or implementing interim or conservatory measures or other immediate relief in respect of any dispute or referring any matter relating to the Agreement to any competent government agency, commission, court or other authority having jurisdiction over either Party with a request that it make a determination or take other appropriate steps for its resolution. (e) Notwithstanding the provisions of Section 22.1, commencement of litigation shall be deemed appropriate if commenced by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. 22.2 CONSOLIDATION OF DISPUTES. (a) Notwithstanding anything in the Agreement or any Major Market Services Agreement or Local Adoption Agreement to the contrary, in order that disputes between the Parties to the Agreement, or between the parties to the Major Market Services Agreements or Local Adoption Agreements that are similar in nature are resolved in a consistent manner, if either Party determines that a dispute under a Major Market Services Agreement or Local Adoption Agreement is sufficiently similar to a dispute that is pending, or which it believes is likely to occur, under the Agreement, such Party may elect to cause the dispute under the Major Market Services Agreement or local Adoption Agreement to be resolved under Section 22.1. (b) Such right to elect to consolidate any dispute resolution must be exercised no later than fifteen (15) days (time being of the essence) after (i) the Parties agree to submit the matter D&B / IBM Confidential - 35 - to settlement proceedings under the ICC ADR Rules in accordance with Section 22.1(b), or (ii) the service by one Party of process for litigation under Section 0 to the other Party and to the tribunal where the action is pending, whose proceedings shall be stayed. (c) If the Parties are unable to resolve a dispute informally, either party may pursue its remedies under the Agreement through litigation. (d) Nothing in this Section 22.1 shall prevent any party seeking, obtaining or implementing interim or conservatory measures or other immediate relief in respect of any dispute or referring any matter relating to the Agreement to any competent government agency, commission, court or other authority having jurisdiction over either Party with a request that it make a determination or take other appropriate steps for its resolution. (e) Notwithstanding the provisions of Section 22.1, commencement of litigation shall be deemed appropriate if commenced by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. 22.2 CONSOLIDATION OF DISPUTES. (a) Notwithstanding anything in the Agreement or any Major Market Services Agreement or Local Adoption Agreement to the contrary, in order that disputes between the Parties to the Agreement, or between the parties to the Major Market Services Agreements or Local Adoption Agreements that are similar in nature are resolved in a consistent manner, if either Party determines that a dispute under a Major Market Services Agreement or Local Adoption Agreement is sufficiently similar to a dispute that is pending, or which it believes is likely to occur, under the Agreement, such Party may elect to cause the dispute under the Major Market Services Agreement or local Adoption Agreement to be resolved under Section 22.1. (b) Such right to elect to consolidate any dispute resolution must be exercised no later than fifteen (15) days (time being of the essence) after (i) the Parties agree to submit the matter to settlement proceedings under the ICC ADR Rules in accordance with Section 22.1(b), or (ii) the service by one Party of process for litigation under Section 0 to the other Party and to the tribunal where the action is pending, whose proceedings shall be stayed. (c) If any such election is made, all disputes pending under the applicable Major Market Services Agreement and/or Local Adoption Agreement shall be consolidated with all disputes pending or raised under the Agreement. The party who initiated the proceeding under the Major Market Services Agreement and/or Local Adoption Agreement shall in no way be procedurally prejudiced by such consolidation and the adverse party shall not assert any procedural defense to the consolidated disputes pending under the Major Market Services Agreement and/or Local Adoption Agreement (such as expiration of any statute of limitations) which would not have been available to it under the proceeding initiated under the Agreement. D&B / IBM Confidential - 36 - 22.3 CONTINUED PERFORMANCE. Except as otherwise directed by the other Party, each Party shall continue performing its obligations under the Agreement while a dispute is being resolved except (and then only) to the extent the issue in dispute precludes performance and without limiting either Party's right to terminate the Agreement. For the avoidance of doubt, D&B's withholding payment of disputed charges as permitted under the Agreement will not be considered to prevent IBM from performing the Services. In the event of a breach of this obligation (in addition to all other remedies and rights and without the same constituting an election of remedies), D&B shall be entitled to seek and obtain injunctive relief, without posting bond or proving damages, in addition to all other remedies. 22.4 GOVERNING LAW. The Agreement and performance under it shall be governed by and construed in accordance with the law of the State of New Jersey, United States, without regard to any portion of its choice of law principles which might provide for application of a different jurisdiction's law, except in the case of (i) any dispute or claim arising under a Local Services Agreement executed hereunder, or an Adoption Agreement issued thereunder which, according to the local laws of the applicable country, must mandatorily be governed and resolved according to such local laws; or (ii) any dispute or claim relating specifically to the terms and conditions set forth specifically in a Local Services Agreement executed hereunder, or an Adoption Agreement issued thereunder. In the case of an exception under the preceding sentence, the local law of the applicable country outside the United States shall apply. 23. TERMINATION 23.1 TERMINATION FOR CAUSE BY D&B. D&B may terminate the Agreement for cause, in whole or in part, if IBM: (a) commits a material breach of the Agreement which is capable of being cured within thirty (30) days after notice of breach from D&B to IBM, and is not cured in such thirty (30) day period; (b) commits a material breach of the Agreement which is not capable of being cured within thirty (30) days after notice of breach from D&B to IBM but is capable of being cured within sixty (60) days after such notice and fails to (i) proceed promptly and diligently to correct the breach; (ii) develop within thirty (30) days following such notice a complete plan (acceptable to D&B) for curing the breach; and (iii) cure the breach within sixty (60) days of such notice; (c) commits a material breach of the Agreement that is not subject to cure with due diligence within sixty (60) days after notice of breach from D&B to IBM; or (d) commits numerous breaches of its duties or obligations which collectively constitute a material breach of the Agreement. D&B / IBM Confidential - 37 - If D&B chooses to terminate the Agreement in part, the charges payable under the Agreement will be equitably reduced to reflect those services that are terminated. 23.2 TERMINATION BY IBM. IBM may terminate the Agreement before the end of the Term by separate written notice of termination setting forth the termination date if, and only if, D&B fails to pay IBM undisputed charges due under the Agreement totaling at least three million US dollars (US$ 3 million) and does not cure the failure by the end of the third and final notice period set forth below. For the avoidance of doubt, the foregoing three million US dollars (US$ 3 million) limit is intended to be an aggregate limit applicable to any and all charges under the Agreement, including any and all charges under the Major Market Services Agreements and Local Adoption Agreements executed pursuant to this Agreement. (a) IBM's first notice of overdue payment shall be sent to the attention of D&B's Global Project Executive, with a copy to D&B's General Counsel, shall expressly reference this Section 23.2, be identified as the first notice, shall set forth the overdue amount and shall expressly state that IBM may terminate the Agreement if such failure to make payment is not cured within thirty (30) days after D&B's receipt of such notice. (b) If D&B does not make the overdue payment within ten (10) days after receipt of IBM's first notice, IBM shall send a second notice to the attention of D&B's Vice President, Corporate Controller, with a copy to D&B's General Counsel, which notice shall expressly reference this Section 23.2, be identified as the second notice, shall set forth the overdue amount and shall expressly state that IBM may terminate the Agreement if such failure to make payment is not cured within twenty (20) days after D&B's receipt of such notice. (c) If D&B does not make the overdue payment within ten (10) days after receipt of IBM's second notice, IBM shall send a third notice to the attention of D&B's Chief Financial Officer, with a copy to D&B's General Counsel, which notice shall expressly reference this Section 23.2, be identified as the third and final notice, shall set forth the overdue amount and shall expressly state that IBM may terminate the Agreement if such failure to make payment is not cured within ten (10) days after D&B's receipt of such notice 23.3 TERMINATION FOR CONVENIENCE BY D&B. D&B may terminate the Agreement (or any Major Market Services Agreement or Local Adoption Agreement) for convenience and without cause at any time by giving IBM at least six (6) months' prior written notice designating the termination date. In such event, D&B shall pay IBM on the effective date of termination, in accordance with Section 9.2 of Schedule C (Charges), the applicable termination charges specified in Exhibit C-11 (Termination Charges), such payment not being a condition precedent to the termination. If a purported termination for cause by D&B is determined by a competent court or other tribunal with appropriate jurisdiction not to have been properly a termination for cause, then such termination by D&B will be deemed to have been a termination for convenience. D&B / IBM Confidential - 38 - 23.4 TERMINATION FOR CHANGE OF CONTROL. If (a) another entity, directly or indirectly, in a single transaction or series of related transactions, acquires either Control of D&B (or the D&B Affiliate that is a party to a Subscription Agreement) or all or substantially all of the assets of D&B (or such D&B Affiliate); or (b) D&B (or such D&B Affiliate) is merged with or into another entity, then, at any time within nine (9) months after the last to occur of such events, D&B may terminate the Agreement (or such D&B Affiliate may terminate its Subscription Agreement) by giving IBM at least one hundred twenty (120) days' prior written notice designating the termination date. In such event, D&B shall pay IBM on the effective date of termination, in accordance with Section 9.2 of Schedule C (Charges), the applicable termination charges specified in Exhibit C-11 (Termination Charges), such payment not being a condition precedent to the termination. 23.5 SPECIAL TERMINATION CONDITIONS. D&B may terminate the Agreement, in whole or in part, in the following circumstances, without being liable for any termination charges or wind-down expenses. For the avoidance of doubt, such termination shall not be considered a termination for cause or a termination for convenience, but shall otherwise be with full reservation of rights by D&B. (a) A Mission Critical Service Failure identified in Exhibit B-6 (Mission Critical Service Failures) occurs other than as a result of a Force Majeure Event; or (b) Subject to the limitations, if any, imposed by applicable then-current bankruptcy statutes, if IBM (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it which is not challenged in twenty (20) days and dismissed within sixty (60) days; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; or (g) is subject to an event analogous to any of the foregoing in any jurisdiction in which IBM is incorporated, resident or is otherwise subject including any jurisdiction in which IBM is located for the performance of the Services or any part of them. 23.6 EXTENSION OF TERMINATION EFFECTIVE DATE. D&B may extend the effective date of termination/expiration one or more times as it elects in its discretion, provided that the total of all such extensions shall not exceed one hundred eighty (180) days following the effective date of termination/expiration in place immediately prior to the initial extension under this Section, at the charges then in effect. If IBM terminates the Agreement for D&B's failure to pay undisputed charges, if so requested by IBM, D&B will either (a) pre-pay the estimated monthly charges at least thirty (30) days prior to each month; or (b) post an irrevocable letter of credit or performance bond in sufficient amount to meet ninety (90) days of the on-going charges to be incurred and D&B shall pay such on-going charges in a timely manner. For any notice or notices of such extensions provided to IBM within thirty (30) days of the then-scheduled date of termination/expiration, D&B D&B / IBM Confidential - 39 - shall also reimburse IBM for incremental Out-of-Pocket Expenses caused by such extension. 23.7 TERMINATION/EXPIRATION ASSISTANCE. (a) Commencing six (6) months prior to expiration of the Agreement or on such earlier date as D&B may request, or commencing upon a notice of non-renewal or termination (including notice based upon default by D&B) of the Agreement or of one or more of the Services and continuing through the effective date of expiration or, if applicable, of termination of the Agreement, IBM shall, while continuing to provide the Services, provide to D&B, or at D&B's request to D&B's designee, the reasonable termination/expiration assistance requested by D&B to allow the Services to continue without material interruption or material adverse effect and to facilitate the orderly transfer of the Services to D&B or its designee (including a competitor of IBM) ("Termination/Expiration Assistance"). Schedule J (Termination/Expiration Assistance) contains a non-exhaustive description of the kinds of Termination/Expiration Assistance activities IBM may be requested by D&B to provide. (b) During Termination/Expiration Assistance, D&B or its designee shall be permitted to undertake, without interference from IBM, to hire any IBM Personnel primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. IBM and its Affiliates shall waive its rights, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B's designee. D&B or its designee shall have reasonable access to such personnel for interviews and recruitment. In the case of IBM Personnel who are employees (or contractors) of IBM's non-Affiliate subcontractors, the following shall apply: (i) if the applicable subcontract between IBM and the subcontractor was entered into on or after the Effective Date of the Agreement, the foregoing shall apply without modification; and alternatively, (ii) if the applicable subcontract between IBM and the subcontractor was entered into prior to the Effective Date of the Agreement, IBM shall use Commercially Reasonable Efforts to cause the subcontractor to waive its rights, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B's designee and the foregoing shall apply subject to any such restrictions that are not waived by the subcontractor. (c) For twelve (12) months following the effective date of termination or expiration of the Agreement or of any Services, at D&B's request IBM shall continue to provide Termination/Expiration Assistance. Actions by IBM under this Section shall be subject to the other provisions of the Agreement. Charges for such activities by IBM shall be as indicated in Section 9.3 of Schedule C (Charges). (d) As reasonably requested by D&B, IBM shall provide Termination/Expiration Assistance for any Services that D&B reduces or terminates, or otherwise withdrawals from IBM's scope, under the Agreement. (e) In the process of evaluating whether to undertake or allow termination/expiration or renewal of the Agreement, D&B may consider obtaining, or determine to obtain, offers for performance of services similar to the Services following D&B / IBM Confidential - 40 - termination/ expiration of the Agreement. As and when reasonably requested by D&B for use in such a process, IBM shall provide to D&B such information and other cooperation regarding performance of the Services as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such services, and for a third party not to be disadvantaged compared to IBM if IBM were to be invited by D&B to submit a proposal. The types of information and level of cooperation to be provided by IBM shall be no less than those initially provided by D&B to IBM prior to commencement of the Agreement. IBM's support in this respect shall include providing information regarding Equipment, Software, staffing and other matters that IBM would otherwise provide as part of Termination/Expiration Assistance. 23.8 EQUITABLE REMEDIES. IBM acknowledges that, if it breaches (or attempts or threatens to breach) its obligation to provide Termination/Expiration Assistance, D&B will be irreparably harmed. In such a circumstance, D&B may proceed directly to court. If a court of competent jurisdiction should find that IBM has breached (or attempted or threatened to breach) any such obligations, IBM agrees that, without any additional findings of irreparable injury or similar procedural requirements to obtaining injunctive relief (including the posting of bond), it shall not oppose the entry of an appropriate order compelling performance by IBM and restraining it from any further breaches (or attempted or threatened breaches). 24. COMPLIANCE WITH LAWS 24.1 COMPLIANCE WITH LAWS AND REGULATIONS GENERALLY. (a) Each Party agrees at its cost and expense to obtain all necessary regulatory approvals applicable to its business, to obtain any necessary licenses or permits for its business and to comply with all national, federal, state and local laws, regulations, ordinances and codes applicable to such Party or its business (or its Affiliates). (b) In addition, in the case of any laws, regulations, ordinances and codes that are specifically applicable to the Services rendered by IBM or to IBM as a provider of Services to D&B and its Affiliates, IBM shall perform its obligations under the Agreement in compliance with any associated D&B standards, policies and requirements that have been communicated to IBM in writing. (c) If a charge occurs of non-compliance of a Party with any such laws, regulations, ordinances, or codes affecting the Services or the other Party, the Party so charged shall promptly notify the other Party of such charges in writing. 24.2 EQUAL EMPLOYMENT OPPORTUNITY. IBM represents that it is, and during the Term shall remain, an equal opportunity/affirmative action employer. IBM certifies that IBM does not, and shall not, discriminate against its employees or applicants for employment on any legally impermissible basis and is and shall remain in compliance with all national, federal, state, and local laws, regulations or executive orders against discrimination, including D&B / IBM Confidential - 41 - Executive Orders 11141, 11246, 11375, 11458, 11625, 11701, and 11758. IBM certifies in accordance with 41 CFR Chapter 60-1.8 that its facilities are not segregated and that IBM complies with the Equal Opportunity Clause (41 CFR Section 60-1.4), the Affirmative Action Clause for Handicapped Workers (41 CFR Section 60-250.4), and the Affirmative Action Clause for Disabled Veterans and Veterans of the Vietnam Era (41 CFR Section 60-741.4), which are incorporated in the Agreement by reference. 24.3 OCCUPATIONAL SAFETY AND HEALTH ACT. IBM covenants that all work performed under the Agreement will fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and with any rules and regulations promulgated pursuant to the Act and any similar state or local laws. 24.4 GRAMM-LEACH-BLILEY ACT AND SIMILAR LAWS. IBM shall comply with all applicable national, federal, state or local laws, and rules and regulations of regulatory agencies, protecting the confidential material and privacy rights of D&B, its Affiliates, and/or their customers and consumers, including Title V of the Gramm-Leach-Bliley Act, 15 USC Section 6801 et. seq. and the Economic Espionage Act, 18 USC Section 1831 et. seq. to the extent applicable to IBM in its capacity as a provider of processing services to D&B and as directed by D&B 24.5 FAIR LABOR STANDARDS ACT. IBM certifies to D&B that in the performance of the Agreement it shall comply with all applicable provisions of Section 6, 7, and 12 of the Fair Labor Standards Act, 29 USC Sections 201 - 219, as amended, and that there will be no violations by IBM of the `hot goods' or `hot cargo' provisions of such Act involving restrictions on the use of underage employees by IBM. 25. GENERAL 25.1 BINDING NATURE AND ASSIGNMENT. The Agreement shall be binding on the Parties and their respective successors and assigns. Neither Party may, or shall have the power to, assign the Agreement without the prior written consent of the other, except that D&B may assign its rights and obligations under the Agreement without the approval of IBM to: (a) an entity which acquires all or substantially all of the assets of D&B's line of business to which the Services relate; (b) to any Affiliate; or (c) to the successor in a merger or acquisition of D&B; provided that in no event shall such assignment relieve D&B of its obligations under the Agreement. Subject to the foregoing, any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, shall be deemed an assignment for which prior consent is required and any assignment made without any such consent shall be void and of no effect as between the Parties. D&B / IBM Confidential - 42 - 25.2 PUBLIC DISCLOSURES. All media releases, public announcements and public disclosures by either Party relating to the Agreement or the subject matter of the Agreement, including promotional or marketing material, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, shall be coordinated with and approved by the other Party prior to release. 25.3 NON-SOLICITATION. Subject to D&B's right to recruit IBM Personnel when transitioning Services from IBM to a third party or back in-house, from the Effective Date until six (6) months after completion of its obligations under the Agreement a Party shall not directly or indirectly solicit or seek to procure (other than by general advertising), without the prior written consent of the other Party, (i) in the case of D&B, the employment of IBM's employees engaged in the provision of the Services during the period they are so engaged and for six (6) months thereafter; and (ii) in the case of IBM, D&B's employees engaged in the provision of its call center systems during the period they are so engaged and for six (6) months thereafter. A breach of this obligation shall not be the basis for termination of the Agreement. 25.4 NO THIRD PARTY BENEFICIARIES. The IBM Party, in providing the Services, shall be acting as an independent contractor. Nothing in the Agreement shall create any relationship of joint venturers, partnership, or employer and employee between the Parties or between one of the Parties and the other Party's personnel, agents, employees or subcontractors. Except as expressly provided in the Agreement, neither Party (nor any of its Affiliates) shall have any authority to act or make representations or commitments on behalf of the other Party (or its Affiliates) or to create any contractual liability to a third party on behalf of the other Party (or its Affiliates). 25.5 ENTIRE AGREEMENT. This Agreement - consisting of these General Terms and Conditions and the attached Schedules A through O (including their respective exhibits and other attachments) - constitutes the entire agreement between the Parties with respect to its subject matter and merges, integrates and supersedes all prior and contemporaneous agreements and understandings between the Parties, whether written or oral, concerning its subject matter. 25.6 AMENDMENTS. Any terms and conditions varying from the Agreement on any order or written notification from either Party will not be effective or binding on the other Party. The Agreement may be amended or modified solely in a writing signed by an authorized representative of each Party. D&B / IBM Confidential - 43 - 25.7 CONSENTS AND APPROVALS. Where approval, acceptance, consent or similar action by either Party is required under the Agreement, such action will not be unreasonably delayed, conditioned or withheld unless the Agreement expressly provides that it is in the discretion of the Party. No approval or consent given by a Party under the Agreement will relieve the other Party from responsibility for complying with the requirements of the Agreement, nor will it be construed as a waiver of any rights under the Agreement (except to the extent, if any, expressly provided in such approval or consent). Each Party will, at the request of the other Party, perform those actions, including executing additional documents and instruments, reasonably necessary to give full effect to the Agreement. 25.8 WAIVER. No failure or delay by a Party in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by an authorized representative of the waiving Party. If a Party waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy that Party may have. 25.9 REMEDIES CUMULATIVE. Except as otherwise expressly provided in the Agreement, all remedies provided in the Agreement are cumulative and in addition to and not in lieu of any other remedies available to a Party under the Agreement, at law, or in equity. 25.10 PRIORITY OF DOCUMENTS. (a) Subject to Section 25.10(b), the Schedules, Exhibits and any other attachments expressly identified in the same or in the body of the Agreement form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement, and any reference to the Agreement shall include the Schedules, Exhibits and any such other attachments. (b) In the event of a conflict between or among the documents comprising the Agreement, the following order of precedence will apply (documents listed in descending order of priority): (i) these General Terms and Conditions, together with Schedule H (Data Privacy and Data Protection Laws), Schedule J (Termination/Expiration Assistance), and Schedule L (Insurance); (ii) Schedule C (Charges), including its Exhibits and Attachments; (iii) other Schedules; (iv) other Exhibits; D&B / IBM Confidential - 44 - (v) other Attachments; and (vi) other Annexes. (c) In the event of a conflict between or among the documents comprising Schedule A (IBM Services and Solutions), the following order of precedence will apply (documents listed in descending order of priority): (i) the Statements of Work (Exhibits A-1 through A-5); (ii) Exhibit A-7 (Transition and Transformation), including its Attachments; and (iii) Exhibit A-6 (IBM Solutions), including its Attachments. 25.11 HEADINGS. The section headings and the table of contents used in the Agreement are for convenience of reference only and will not enter into the interpretation of the Agreement. 25.12 SECTION REFERENCES. (a) Unless otherwise indicated, section references are to sections of the document in which the reference is contained. For example, section references in these General Terms and Conditions are to sections of the General Terms and Conditions and, likewise, section references in a schedule to the Agreement are to sections of that schedule. (b) References to numbered (or lettered) sections of the Agreement also refer to and include all subsections of the referenced section. 25.13 SCHEDULE REFERENCES. Unless otherwise indicated, references to schedules to the Agreement also refer to and include all exhibits, attachments and annexes to the referenced schedule. 25.14 USE OF CERTAIN WORDS. Unless the context requires otherwise, (i) "including" (and any of its derivative forms) means including but not limited to, (ii) "may" means has the right, but not the obligation to do something and "may not" means does not have the right to do something, (iii) "will" and "shall" are expressions of command, not merely expressions of future intent or expectation, (iv) "written" or "in writing" is used for emphasis in certain circumstances, but that will not derogate from the general application of the notice requirements set forth in the Agreement in those and other circumstances, (v) use of the singular imports the plural and vice versa, and (vi) use of a specific gender imports the other gender(s). D&B / IBM Confidential - 45 - 25.15 STATUTORY REFERENCES. All references to any statute or statutory provision (including any subordinate legislation) shall be deemed to include a reference to any statute or statutory provision that amends, extends, consolidates or replaces the same or that has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, codes of practice, instruments or other subordinate legislation made under the relevant statute. 25.16 SEVERABILITY. If any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any provision of the Agreement is held invalid by a competent authority, [such provision will, if possible, be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. 25.17 COUNTERPARTS. The Agreement may be executed in two (2) or more counterparts, all of which taken together constitute a single agreement between the Parties. Each signed counterpart, including a signed counterpart reproduced by facsimile or other reliable means, will be considered an original. 25.18 COVENANT OF GOOD FAITH. Each Party, in its respective dealings with the other Party under or in connection with the Agreement, will act reasonably and in good faith. [Remainder of page intentionally blank] D&B / IBM Confidential - 46 - 25.19 NOTICES (a) All formal notices, requests, demands, approvals and communications under the Agreement (other than routine operational communications) will be in writing and may be served either (i) in person or (ii) by registered or certified mail or air freight services that provide proof of delivery, with postage or shipping fees prepaid, and addressed to the Party to be served as follows: In the case of D&B: With a copy to: D&B D&B 3 Sylvan Way 103 JFK Parkway Parsippany, New Jersey 07054 Short Hills, New Jersey 07078 Attn: Mark Samuels Attn: General Counsel Fax: 866.758.0641 Fax: 866.561.5154 In the case of IBM: With a copy to: IBM Corporation IBM Corporation Florham Park Legal Dept. 400 Campus Drive Route 100 Florham Park, New Jersey 07932 Somers, NY 10589 Attn: IBM Global Services Project Attn: IBM Global Services Executive for D&B General Counsel Fax: 973.514.4159 Fax: 914.766.8445 [Remainder of page intentionally blank] D&B / IBM Confidential - 47 - (b) Notices given as described above will be considered received on the day of actual delivery. (c) A Party may from time to time change its address or designee for notification purposes by giving the other Party prior written notice of the new address or designee in the manner provided above and the date on which it will become effective. IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed and delivered by its duly authorized officer, all as of the Effective Date. INTERNATIONAL BUSINESS MACHINES DUN & BRADSTREET, Inc. CORPORATION By: _________________________________ By: __________________________ Maureen Power Gary Michel Vice President, Business Vice President, Re-Engineering Transformation Outsourcing D&B / IBM Confidential - 48 - SCHEDULE A IBM SERVICES AND SOLUTIONS 1. INTRODUCTION As part of the Services, IBM shall provide the services, functions, and responsibilities described in this Schedule A. IBM shall provide the Services as required to meet the Service Levels provided in Schedule B (Service Levels) and in accordance with the Procedures Manual. All Charges for the Services are provided in Schedule C (Charges). D&B operates in a business environment characterized by constant change that directly affects the delivery of finance-related processing services. IBM shall evolve, supplement, and enhance the Services over time as necessary to meet D&B's changing business needs and to gain the benefit of changes in technology and best practice processes. Excepted as otherwise specified in this Schedule A, IBM shall: (a) have end-to-end responsibility for the performance of the Services beginning on the Services Commencement Date; and (b) be held responsible for the performance of the Services without regard to the use by IBM of third-party products or vendors. All communications sent by IBM on behalf of D&B as part of the Services shall appear to be from D&B (e.g., e-mails shall be sent from a D&B e-mail address). References to time in this Schedule A shall be in Local Market Time for each in-scope D&B location. 2. FORMAT AND CONTENTS This Schedule A consists of this document and the Exhibits listed below. 2.1. EXHIBIT A-1 - CONTACT CENTER SERVICES This Exhibit describes the Inbound, Outbound and other Contact Center Services (e.g., Contract Administration) that IBM shall provide. 2.2. EXHIBIT A-2 - DATA PROGRAMMING SERVICES This Exhibit describes the Data Programming Services, including Delivery and Global Trade, that IBM shall provide. This Exhibit contains the following Attachments: (a) Attachment A-2-1: Postal Data Cleansing (b) Attachment A-2-2: Data Programming Quality Checklists (i) Annex A-2-2a: SMS Data Normalization Project Quality Checklist (ii) Annex A-2-2b: SMS Spend Analysis Quality Checklist (iii) Annex A-2-2c: SMS MWOB Quality Checklist (iv) Annex A-2-2d: SMS Supply Optimizer Quality Checklist D&B / IBM Confidential A-1 (v) Annex A-2-2e: SMS Supply Optimizer Refresh Quality Checklist 2.3. EXHIBIT A-3 - TRANSACTION PROCESSING SERVICES This Exhibit describes the Transaction Processing Services that IBM shall provide. This Exhibit contains the following Attachments: (a) Attachment A-3-1: Transaction Processing Data Sources (b) Attachment A-3-2: Transaction Processing Workflows 2.4. FINANCE PROCESSING SERVICES This Exhibit describes the Accounts Payable and Travel and Expense processing, Order-to-Cash and collections and cash applications processing Services that IBM shall provide. 2.5. EXHIBIT A-5 - CROSS FUNCTIONAL SERVICES This Exhibit describes additional "cross-functional" Services that apply generally to the Contact Center, Data Programming, Transaction Processing, and Finance Processing Services, (e.g., security and business continuity). Attachment A-5-1 (IBM Personnel Background Checks and Screening) describes the Personnel background checks and screening that IBM will perform. 2.6. EXHIBIT A-6 - IBM SOLUTIONS This Exhibit describes how IBM will perform the Services described in each Exhibit listed above, including the overall implementation of the technology IBM will use in the solution. This Exhibit contains the following Attachments: (a) Attachment A-6-1: Contact Center Solution (i) Annex A-6-1-a: EU File Update Solution (b) Attachment A-6-2: Data Programming Solution (c) Attachment A-6-3: Transaction Processing Solution (d) Attachment A-6-4: Finance Processing Solution (e) Attachment A-6-5: Technology Solution 2.7. EXHIBIT A-7 - TRANSITION AND TRANSFORMATION This Exhibit describes the activities, deliverables, and schedule by which IBM will transition responsibility for the Services from D&B and the automation, re-engineering and improvements IBM will make to the processes, environment, and technology used to provide the Services as part of the Transformation. D&B / IBM Confidential A-2 This Exhibit contains the following Attachments: (a) Attachment A-7-1: Transition Solution (b) Attachment A-7-2: Transition Schedule (c) Attachment A-7-3: Transformation 3. DEFINITIONS 3.1. CERTAIN DEFINITIONS (a) "Contact Center Services" means those Inbound Contact Services, Outbound Contact Services, Contract Administration that IBM will perform as part of the Services as are further described in Exhibit A-1 (Contact Center Services). (b) "Data Programming Services" means those Services IBM will perform, including Delivery and Global Trade as are further described in Exhibit A-2 (Data Programming Services). (c) "D&B Products" means products related to Risk Management Solution (RMS), Sales and Marketing Solution (S&MS), and IBM Management Solution Services (SMS) that IBM sells and delivers as part of the Services. The specific D&B Products that IBM will use in its performance of the Services may change from time-to-time during the Term. (d) "Gold Service Customer" means those high priority customers as designated by D&B that receive a higher level of service, which includes dedicated Personnel to perform the Services (e) "Gold Services" means the provision of Services to Gold Service Customers, which includes dedicated IBM Personnel to perform the Services. (f) "Local Market Time" means the local time of the country or region receiving the Services. (g) "Transaction Processing Services" means the collection, entering, processing, and error correction that IBM performs as part of the Services as are further described in Exhibit A-3 (Transaction Processing Services). (h) "Finance Processing Services" means the Accounts Payable, Travel and Expense, and Order to Cash Services provided by IBM as further described in Exhibit A-4 (Finance Processing Services). 3.2. OTHER DEFINITIONS Capitalized terms not defined herein shall have the meaning given to them in the Exhibits of this Schedule A or elsewhere in the Agreement. D&B / IBM Confidential A-3 EXHIBIT A-1 CONTACT CENTER SERVICES 1. DEFINITIONS ........................................................................ 2 1.1. Certain Definitions ....................................................... 2 1.2. Other Definitions ......................................................... 4 2. INBOUND CONTACT SERVICES ........................................................... 4 2.1. Order Requests ............................................................ 4 2.2. Customer Requests ......................................................... 6 2.3. Entity Query Requests ..................................................... 8 2.4. Technical Support Requests ................................................ 9 2.5. Usage Requests ............................................................ 11 2.6. Gold Service .............................................................. 13 2.7. Marketing Campaigns ....................................................... 16 3. OUTBOUND CONTACT SERVICES .......................................................... 16 3.1. Acquisition Services ...................................................... 17 3.2. Investigation Services .................................................... 18 3.3. Fulfillment Services ...................................................... 20 3.4. Family Tree Services ...................................................... 21 3.5. Advanced Customer Update Group ............................................ 22 3.6. Inquiry Screening Services ................................................ 23 3.7. Ad Hoc Outbound Services .................................................. 24 4. Training services .................................................................. 25 5. Revenue Generation Services ........................................................ 25 5.1. D&B Products .............................................................. 26 5.2. Lead Generation ........................................................... 26 6. Contact documentation services ..................................................... 27 6.1. General ................................................................... 27 6.2. Contact Disposition Documentation ......................................... 27 6.3. Translations .............................................................. 27 6.4. Language Requirements ..................................................... 28 7. continuous improvement and quality control ......................................... 28 7.1. Continuous Improvement .................................................... 28 7.2. Quality Assurance ......................................................... 28 7.3. Call Monitoring ........................................................... 29 8. OTHER SERVICES ..................................................................... 30 8.1. Contract Administration ................................................... 30 8.2. Fraud Identification ...................................................... 31 8.3. Access to D&B Systems ..................................................... 31 8.4. Preparation Of Procedures Manual .......................................... 31 8.5. Operations Management Services ............................................ 32 8.6. Contact Center Telecommunications Management Services ..................... 32 8.7. IVR ....................................................................... 34 D&B / IBM Confidential A-1-1 EXHIBIT A-1 CONTACT CENTER SERVICES 1. DEFINITIONS 1.1. CERTAIN DEFINITIONS (a) "Acquisition Services" has the meaning given in Section 3.1(a). (b) "ACUG Services" has the meaning given in Section 3.5(a). (c) "Complaints" has the meaning given in Schedule C to the Agreement. (d) "Contact" means a voice, callback, chat, fax, email or other form of communication relating to the Contact Center Services between IBM Personnel and an End User. "Inbound Contact" means an inbound Contact received by IBM. "Outbound Contact" means an outgoing Contact initiated by IBM to resolve an Outbound Services Request. (e) "Contact Center" means the physical premises where the Contact Center Services are performed. (f) "Contract Administration Services" has the meaning given in Section 8.1(a). (g) "CRC Renewals" has the meaning given in Schedule C to the Agreement. (h) "Cross-sell" has the meaning given in Section 5.1(b)(iii). (i) "Customer" means an Entity having an existing business relationship with D&B, potential for a future relationship with D&B, or D&B Personnel acting on behalf of D&B. (j) "Customer Request Services" has the meaning given in Section 2.2(a). (k) "D&B Products" has the meaning given in Section 5.1(a). (l) "DUNS Number" has the meaning given in Section 2.3(b)(iv). (m) "DUNSVoice Assistance" means those Contacts where operator assistance is provided for unresolved Order Requests and resolved via an automated order delivery system. (n) "End User" shall mean an End User of the Contact Center Services, including internal and external D&B customers. (o) "Entity" means any business (i.e., sole proprietorship, partnership, or corporation), religious, educational or other not for profit organization, or governmental agency whose organizational and financial data is collected by IBM on behalf of D&B, including D&B Customers. D&B / IBM Confidential A-1-2 (p) "Entity Query Request Services" has the meaning given in Section 2.3. (q) "eUpdates" has the meaning given in Schedule C to the Agreement. (r) "Family Tree Services" has the meaning given in Section 3.4. (s) "File Updates" has the meaning given in Schedule C to the Agreement. (t) "Fulfillment Services" has the meaning given in Section 3.3(a). (u) "Gold Services" has the meaning given in Section 2.6. (v) "Inbound Contact Services" has the meaning given in Section 2. (w) "Interactive Voice Response" or "IVR" means a system that provides pre-recorded information to End Users making Inbound Contacts via telephone either with or without selection by the caller and include other functions such as call routing, database interaction to acquire information from or append information to a database, and voice input recognition and voice read back. (x) "Inquiry Screening Services" has the meaning given in Section 3.6(a). (y) "Investigation Services" has the meaning given in Section 3.2(a). (z) "Linkage Validation and Error Resolution" has the meaning given in Schedule C to the Agreement. (aa) "Local Market Business Hours" means Monday through Friday from 08:00 to 18:00 in the local market receiving Services, excluding public holidays recognized by D&B in such market. (bb) "Order Request Services" has the meaning given in Section 2.1(a). (cc) "Outbound Contact Services" has the meaning given in Section 3. (dd) "Outbound Services Request" means a job, project, or other work request provided to IBM by D&B that requires IBM to initiate Outbound Contacts and investigate, acquire, and update information on business Entities, to generate Qualified Leads, or to perform other Services described in this Exhibit A-1. (ee) "Personal Investigations" has the meaning given in Schedule C to the Agreement. (ff) "Qualified Lead" has the meaning given in Section 5.2(b). (gg) "Service Failures" has the meaning given in Schedule C to the Agreement. (hh) "Severe Risk Tip" has the meaning given in Section 1.1(j) of Exhibit B-1. D&B / IBM Confidential A-1-3 (ii) "Technical Support Request Services" has the meaning given in Section 2.4(a). (jj) "Up-sell" has the meaning given in Section 5.1(b)(ii). (kk) "Usage Request Services" has the meaning given in Section 2.5(a). 1.2. OTHER DEFINITIONS Capitalized terms not defined in this Exhibit A-1 (Contact Center Services) shall have the meaning given to them in Schedule A or elsewhere in the Agreement. 2. INBOUND CONTACT SERVICES IBM shall be responsible for receiving and responding to Order Requests, Customer Requests, Entity Query Requests, Technical Support Requests, and Usage Requests received via voice, callback, chat, fax, and email, and any other inbound communications, as well as providing Gold Services and where applicable, supporting marketing campaigns, all as further described in this Section 2 (collectively, "Inbound Contact Services"). IBM shall provide Inbound Contact Services during Local Market Business Hours for each of the local markets receiving such Services. 2.1. ORDER REQUESTS (a) General. As part of the Inbound Contact Services, IBM shall be responsible for handling order Requests for D&B Products received from End Users ("Order Request Services"). (b) Order Request Services Description. IBM's responsibilities with respect to Order Request Services include: (i) Receiving an End User Order Request; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to access account information and purchase D&B Products and services on behalf of their company; (iii) Locating the D&B reports or other products or services requested by the End User; (iv) Providing general preview information about the located D&B reports or other products or services; (v) For DUNSVoice Assistance Contacts, providing a report number and transferring the End User back to the automated order entry system for processing; (vi) Identifying and presenting Up-sell and Cross-sell opportunities in each Inbound Contact; D&B / IBM Confidential A-1-4 (vii) Determining the delivery method preferred by the End User for D&B Products; (viii) Placing domestic and international D&B Product orders, as applicable; (ix) Providing manual processing and delivery via email, fax and mail for orders in Europe that require special instructions and after Transition, for those orders handled offshore, routing such orders via email as requested by D&B (i.e., routing such orders through US) for delivery; (x) Reviewing the interaction with the End User at the end of the Contact and setting forth proper expectations about the contents, price, and delivery time of D&B products; and (xi) Documenting the sale and delivery of each D&B Product and disposition of each Order Request. (c) IBM Personnel Minimum Requirements. All IBM Personnel providing Order Request Services shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Good spelling skills; (iv) Computer skills ranging from basic to good as required, including typing ability and the ability to navigate text and interfaces; (v) Intermediate to extensive knowledge of D&B Products as required to process the Order Request; (vi) Basic business and financial knowledge, including an in-depth understanding and awareness of the culture and business practices in the local markets being serviced; (vii) Basic knowledge of D&B policies and organization; and (viii) Sales skills ranging from basic to intermediate as required to perform the Services set forth in Section 5 below. (d) Language Requirements. IBM Personnel shall have the language skills required to complete the Order Requests from each local market from which the Inbound Contacts originate. In addition, at a minimum for each local market, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Order Request Services in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; D&B / IBM Confidential A-1-5 (ii) Spanish; (iii) Dutch; (iv) Flemish; (v) French; and (vi) Italian. 2.2. CUSTOMER REQUESTS (a) General. IBM shall be responsible for receiving and responding to Customer requests, which include billing and payment inquiries, requests for duplicate bills, D&B Product information (e.g., price information), contract inquiries (e.g., types of contracts or usage requirements), questions concerning the delivery of a report, inquiries about using a D&B tool or application, inquiries regarding understanding credit ratings, and requests for removal from marketing files ("Customer Request Services"). (b) Customer Request Services Description. IBM's responsibilities with respect to Customer Request Services include: (i) Receiving incoming Customer Requests; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide and receive information about the Customer account and make commitments on behalf of their company; (iii) Identifying the type of Customer Request and action required to resolve it; (iv) Resolving the Customer Request to the Customer's satisfaction, or where IBM cannot resolve the Customer Request, escalating it in accordance with D&B policies and procedures (e.g., issuing Customer Request to other D&B service points as required for resolution); (v) If escalated, tracking the Customer Request through resolution and following up regularly with the escalation points to ensure timely resolution; (vi) Identifying and presenting Up-sell and Cross-sell sales opportunities in each Contact; (vii) Reviewing the interaction with the Customer at the end of the Contact and setting forth proper expectations about any future action to be taken with respect to the Customer Request; and (viii) Documenting resolution of the Customer Request. D&B / IBM Confidential A-1-6 (c) IBM Personnel Minimum Requirements. All IBM Personnel providing Customer Request Services shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Good telephone skills as required to handle each particular type of Customer Request; (iii) Intermediate computer skills (e.g., file transfer and maintenance ability); (iv) Extensive D&B Product knowledge; (v) Basic business and financial knowledge, including an in-depth understanding and awareness of the culture and business practices in the local markets being serviced; (vi) Basic problem analysis skills; (vii) Basic to intermediate complaint resolution skills; (viii) Extensive knowledge of D&B policies and organization; and (ix) Basic sales skills. (d) Language Requirements. IBM Personnel shall have the language skills required to complete the Customer Requests from each local market from which the Inbound Contacts originate in accordance with the proficiency requirements set forth in Attachment A-6-1 (Contact Center Solution). In addition, at a minimum for all local markets, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Customer Request Services in English. For the purposes of clarity, where language skills of each local market are not specifically designated in Attachment A-6-1 (Contact Center Solution), IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; (ii) Spanish; (iii) Italian; (iv) Flemish; (v) Dutch; and (vi) French. D&B / IBM Confidential A-1-7 2.3. ENTITY QUERY REQUESTS (a) General. IBM shall be responsible for receiving and responding to Entity Query Requests from End Users, which includes delivery of entity reports, providing explanation of entity reports (e.g., ratings and analytics), confirmation of specific information within the report (e.g., confirmation of CEO), updating data elements, updating financial statements, identification of family tree and linkage information, creation of new entity records, and assignment of DUNS Number ("Entity Query Request Services"). (b) Entity Query Request Services Description. IBM's responsibilities with respect to Entity Query Request Services include: (i) Receiving incoming Entity Query Requests; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide data and make commitments on behalf of their company; (iii) Identifying the type of Entity Query and the action required to resolve it; (iv) Establishing business Entity number ("DUNS Number") if the Entity is not listed in the D&B databases; (v) Soliciting additional business Entity information missing from the D&B database for existing business Entities and entering such information into the D&B database based on D&B policy and procedures; (vi) Providing D&B reports to End Users about Entities upon request; (vii) Resolving each Entity Query to the End User's satisfaction, or where IBM cannot resolve the Entity Query, escalating it in accordance with D&B policies and procedures; (viii) If escalated, tracking the Entity Query through resolution and following up regularly with the escalation points to ensure timely resolution; (ix) Identifying and presenting Up-sell and Cross-sell sales opportunities in each Contact; (x) Performing direct sales of Self-Awareness D&B Products; (xi) Reviewing the End User interaction at the end of the Contact and setting forth proper expectations about any future action to be taken with respect to the Entity Query Request; and (xii) Documenting resolution of Entity Query Request. D&B / IBM Confidential A-1-8 (c) IBM Personnel Minimum Requirements. All IBM Personnel handling Entity Query Requests shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Telephone skills ranging from basic to good as required to handle the particular customer service request; (iii) Intermediate computer skills (e.g., navigate text and GUI interfaces); (iv) Extensive D&B Product knowledge; (v) Advanced business and financial knowledge, including an in-depth understanding and awareness of the culture and business practices in the local markets being serviced; (vi) Advanced problem analysis skills; (vii) Advanced complaint resolution skills; (viii) Extensive knowledge of D&B policies and organization; and (ix) Proven advanced sales skills. (d) Language Requirements. IBM Personnel shall have the language skills required to complete the Entity Query Requests from each local market from which the Inbound Contacts originate. In addition, at a minimum for each local market, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Entity Query Request Services in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; (ii) Spanish; (iii) Dutch; (iv) Flemish; (v) French; and (vi) Italian. 2.4. TECHNICAL SUPPORT REQUESTS (a) General. IBM shall be responsible for receiving and resolving technical support requests, which includes performing ID and password maintenance, assisting End Users with the configurations of browsers, modems, and other interfaces necessary to connect to D&B, consulting on firewall issues, assisting in the recovery of D&B / IBM Confidential A-1-9 data, and consulting D&B proprietary applications so as to maximize the Contact's use of such applications ("Technical Support Request Services"). (b) Technical Support Request Services Description. IBM's responsibilities with respect to Technical Support Request Services include: (i) Receiving incoming Technical Support Requests; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide and receive information about the End User and make commitments on behalf of their company; (iii) Identifying the type of Technical Support Request and action required to resolve the request, including repairing End User files as appropriate; (iv) Resolving the Technical Support Request to the End User's satisfaction, or where IBM cannot resolve the request, escalating it in accordance with D&B policies and procedures; (v) If escalated, tracking the Technical Support Request through resolution and following up regularly with the escalation points to ensure timely resolution; (vi) Providing step-by-step user instruction to the End User; (vii) Testing the solution provided to the End User or maintaining the Contact until the End User has tested the solution and confirmed that its problem has been resolved; (viii) Reviewing the interaction with the End User at the end of the Contact and setting forth proper expectations about any future action to be taken with respect to the Technical Support Request; and (ix) Documenting resolution of the Technical Support Request. (c) Testing As part of the Technical Support Requests Services, IBM shall perform intermediate testing of applications used by End Users to purchase to D&B Products, including: (i) Receiving test code in advance of release; (ii) Performing test routines to identify application and data exceptions; (iii) Prioritizing application and data exceptions and reporting back such exceptions to application development; and D&B / IBM Confidential A-1-10 (iv) Signing off on acceptance of applications. (d) IBM Personnel Minimum Requirements. All IBM Personnel handling Technical Support Requests shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Telephone skills ranging from basic to good as required to handle the particular Technical Service Request; (iii) Advanced Internet skills; (iv) Good troubleshooting and problem resolution skills; (v) Extensive D&B system knowledge; (vi) Intermediate database knowledge (e.g., Search Query Language); and (vii) Intermediate network knowledge. (e) IBM Personnel shall have the language skills required to complete the Technical Support Requests from each local market from which the Inbound Contacts originate. In addition, at a minimum for each local market, there shall be at least one person available during Local Market Business Hours who is able to perform the Technical Support Request in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; (ii) Spanish; (iii) Dutch; (iv) Flemish; (v) French; and (vi) Italian. 2.5. USAGE REQUESTS (a) General. IBM shall be responsible for receiving and resolving requests regarding contract usage from End Users ("Usage Request Services"). (b) Usage Request Services Description. IBM's responsibilities with respect to Usage Request Services include: (i) Receiving Usage Requests; D&B / IBM Confidential A-1-11 (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide data and make commitments on behalf of their company; (iii) Identifying the type of Usage Request and the action required to fulfill the Usage Request; (iv) Reviewing each Usage Request to determine whether it complies with applicable D&B policy; (v) Aggregating applicable documentation required to fulfill each Usage Request; (vi) If a Usage Request is permitted by D&B policy, calculating the corresponding usage adjustment and preparing the appropriate accounting transaction; (vii) If a Usage Request is not permitted by D&B policy, referring the Usage Request to D&B's sales organization with all relevant documentation and an explanation of the reason the Usage Request is non-compliant; (viii) Processing approved Usage Requests as permitted by D&B policy; (ix) Entering updated Usage information into the appropriate D&B systems; and (x) Documenting resolution of the Usage Request. (c) IBM Personnel Minimum Requirements. All IBM Personnel handling Usage Requests shall have the following minimum skills and qualifications: (i) Basic to good oral and written communication skills, including accent neutralization training and ability; (ii) Telephone skills ranging from basic to good as required to handle the particular Usage Request; (iii) Good telephone skills; (iv) Computer skills ranging from basic to intermediate (e.g., ability to navigate text and GUI interfaces) as required to handle the Usage Request; (v) Proficiency in Microsoft Word and Excel; (vi) Work organization skills; (vii) Extensive knowledge of D&B policies and organizations; (viii) Attention to detail; D&B / IBM Confidential A-1-12 (ix) Advanced analytical skills; and (x) Good math skills. (d) Language Requirements. IBM Personnel shall have the language skills required to complete the Usage Requests from each local market from which such requests originate. In addition, at a minimum for all local markets, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Usage Request Services in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; (ii) Spanish; (iii) Italian; (iv) Flemish; (v) Dutch; and (vi) French. 2.6. GOLD SERVICE (a) In performing order Request Services, Customer Request Services, and Usage Request Services, IBM shall designate certain IBM Personnel to provide Gold Services to Gold Service Customers, which includes: (i) Working with D&B on account planning; (ii) Working with D&B on identifying incremental sales opportunities for such accounts and implementing strategies to take advantage of such opportunities; (iii) Performing special requests relating to Gold Service Customers at no additional charge in an effort to stimulate sales as requested by D&B, which include: (A) Performing usage projects, which includes customizing data outputs as required to meet Gold Service Customer requests and allow D&B sales team to leverage such usage requests in order to analyze usage trends, identify sales opportunities and to assist with contract renewals; (B) Updating the schedule of location document ("SOL"), which contains all of the various user locations and contact information and is required in the contract renewal process; D&B / IBM Confidential A-1-13 (C) Maintaining the SOL, which includes subscriber set-up, cancellation and any changes to contacts or addresses); (D) Researching and documenting variances for pricing, contract terms and conditions and payment terms, which require D&B approval. Any deviation from standard published pricing or payment terms is considered a variance that will require prior approval from the appropriate authorization level. Any deviation from standard contract terms and conditions (whether such deviation is located within the terms and conditions, the order form or any other document) is considered a variance that will require D&B approval; (E) Assisting with contract renewal process by working closely with IBM Personnel performing Contract Administration Services to ensure all information is collected and entered correctly, including handling the purchase orders, invoices, tracking usage for carryover purposes, and working closely with D&B in monitoring the process; (F) Maintaining and assigning customer IDs and passwords for the full spectrum of D&B access systems; (G) Assisting with the collection, logging and resolving of data quality issues for gold customers, which includes working with D&B in resolving issues concerning data quality and delivering information regarding resolution of such issues back to Customers on a daily, weekly and monthly depending on the customer requirements. In addition, IBM shall order investigations or reinvestigations where required and deliver the results of such investigation back to the customer; (H) Supporting IBM on-Ramp ("SOR"), which includes functioning as the front line support for all suppliers that need support when completing the online application process (e.g., placing an investigation to create a report for suppliers to have a scoreable record on file); (I) Supporting the Safeco Credit Scoring Project, which includes functioning as the front line support for Safeco agents and customers that have questions regarding their D&B file as it pertains to their ability D&B / IBM Confidential A-1-14 to meet Safeco's requirements. IBM shall log calls from Safeco agents and customers and issue a monthly report to Safeco that defines activity and results; (J) Handling and processing investigations from Ford locations in an expedited fashion, including callbacks so Ford is able to enter results of such investigations into their application processing system for approval; (K) Tracking the history of a D&B rating between specific dates and providing this information to the customer; (L) Checking and filtering D&B data to fit into a specific customer's algorithm; (M) Checking different data providers for later filings of balance sheet information and, if necessary printing a copy of the balance sheet and matching to the D&B data, and delivering to the customer; (N) End to end fulfillment of the portfolio check product, which includes checking the database for a DUNS number, creating a database in MS Access, and picking up the request from Lotus Notes and exporting into Excel for analysis; (O) Providing customized data/services as required (e.g., creating spreadsheets from customers containing multiple businesses, providing reasons for D&B rating changes); and (P) Calling GMC customers (in collaboration with local Marketing and GMC sales) to stimulate revenue usage. (vi) Proactively implementing processes that improve service to Gold Service Customers and/or reduce complaints by Gold Service Customers (provided that if such a process will have a material impact on the cost to IBM, the parties may mutually agree on any incremental charges through a Change Order); (v) Compiling special reports (e.g., summary of contract details, usage or billing information) as requested by D&B; (vi) Meeting with D&B clients in person as requested by D&B. D&B / IBM Confidential A-1-15 (b) IBM Personnel Minimum Requirements. In addition to the minimum skills required for IBM Personnel handling Order Requests, Customer Requests, and Usage Requests, IBM Personnel performing Gold Services shall have the following minimum skills and qualifications: (i) Excellent oral and communication skills, including accent neutralization training and ability; (ii) Telephone skills ranging from good to basic as required to perform the Gold Services; (iii) Intermediate computer skills; (iv) Extensive D&B Product knowledge; (v) Good to advanced business and financial knowledge as required to perform the Services; (vi) Advanced analytical skills; (vii) Expert complaint resolution skills; (viii) Extensive knowledge company policies and organization; and (ix) Proven advanced selling skills (e.g., ability to recognize value propositions). (c) Language Requirements. IBM Personnel shall have the language skills required to perform Gold Services in each local market serviced. In addition, at a minimum for each local market, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Gold Services in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; and (ii) Italian. 2.7. MARKETING CAMPAIGNS From time to time during the Term, and in accordance with the Change Control Procedures, D&B will set-up toll-free numbers to conduct specialized marketing campaigns to market certain D&B Products and services. IBM shall handle the Inbound Contacts from such campaigns as designated by D&B ("Marketing Campaign Services"). 3. OUTBOUND CONTACT SERVICES IBM shall be responsible for providing outbound voice and back office support for the following: Acquisition Services (comprising CRC Renewal, eUpdate, and File D&B / IBM Confidential A-1-16 Update (including File Build) Outbound Services Requests); Investigation Services (comprising Complaint, Service Failure, Fulfillment, Personal Investigation, and VIP Reporting Outbound Services Requests), Family Tree Services (comprising Family Tree and Linkage Validation and Error Resolution Outbound Services Requests); ACUG Services; and Inquiry Screening Services, all as further described in this Section 3 (collectively, the "Outbound Contact Services"). IBM shall provide Outbound Contact Services during Local Market Business Hours for each of the local markets receiving such Services, and during extended hours outside of Local Market Business Hours to the extent necessary for IBM to meet the Service Levels and other performance standards provided in the Agreement. 3.1. ACQUISITIoN SERVICES (a) General. IBM shall be responsible for the CRC Renewals, eUpdates, File Updates (including File Build), which includes gathering data and acquiring new financial Entity reports ("Acquisition Services"). (b) Acquisition Services Description. IBM's responsibilities with respect to Acquisition Services include: (i) Pulling outbound Services Requests from a request queue; (ii) Gathering data elements and inquiring as to availability of financial statements for the Entity that is the subject of the outbound Services Request; (iii) Mitigating issues or concerns with service or perceived value of service, if applicable, during all Contacts with the Entity; (iv) Obtaining and entering financial statements from the Entity; (v) Closing and documenting the resolution of each Outbound Services Request and all Contacts made relating to the Outbound Services Request; (vi) Creating or Updating as required, the credit record of each Entity involved in the Outbound Services Request to reflect most current information that has been gathered from IBM research and interviews. (c) IBM Personnel Minimum Requirements. All IBM Personnel performing the Acquisition Services shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Telephone skills ranging from basic to good as required to handle the particular Outbound Services Request; D&B / IBM Confidential A-1-17 (iii) Basic computer skills (e.g., ability to navigate text and GUI interfaces); (iv) D&B Product knowledge; (v) Basic to intermediate business and financial knowledge; (vi) Good sense of customer service; (vii) Good internet skills; and (viii) Attention to detail. (d) Language Requirements. IBM Personnel shall have the language skills required to perform the Acquisition Services in each local market serviced. In addition, at a minimum for each local market, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Acquisition Services in English. IBM Personnel shall be able to read, write, and speak English with native fluency. 3.2. INVESTIGATION SERVICES (a) General. IBM shall be responsible for Complaint, Personal Investigations, VIP Reporting, Service Failure Outbound Services Requests, which includes investigating requests regarding Entities and updating or confirming data that is currently on file as a result of such Entity investigations, or if applicable, writing an original report about such Entity as requested by Customers ("Investigation Services"). (b) Investigation Services Description. In performing the Investigation Services, IBM's responsibilities include the following: (i) Pulling Outbound Services Requests from a request queue; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide data and make commitments on behalf of their company; (iii) Investigating the issues involved in each Outbound Services Request utilizing D&B data resources and external resources as required (e.g., legal documents on the Entity filed at central registries); (iv) Contacting the Entity that is the subject of the Outbound Services Request for more information where required to complete the investigation; (v) Utilizing additional data sources where required, to gather 'value added' data (e.g., local Registries & Government agencies or surfing the internet); D&B / IBM Confidential A-1-18 (vi) Updating the Entity record to reflect the most current information gathered during the research and Entity interview; (vii) For priority orders, contacting the Entity to communicate status and resolution on high priority requests; (viii) Where requested or required by applicable procedures, contacting the Entity to communicate the steps taken in the investigation; (ix) Generating and sending appropriate reports required to resolve the Outbound Services Request or requested during Contacts; and (x) Documenting the resolution of the Outbound Services Request and all Contacts made relating to the Outbound Services Request. (c) IBM Personnel Minimum Requirements. IBM Personnel performing Investigation Services shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Computer skills ranging from basic to intermediate as required to handle the particular investigation; (iv) Ability to work through uneven incoming workloads and inventories; (v) Basic business and financial knowledge including an in-depth understanding and awareness of the culture and business practices in the local markets serviced in performing each the Investigation Services; (vi) Good knowledge of D&B data and processes; (vii) D&B Product knowledge; (viii) Sales skills; (ix) Good sense of customer service; and (x) Attention to detail. (d) Language Requirements. IBM Personnel shall have the language skills required to perform the Investigation Services in each local market serviced in accordance with the proficiency requirements set forth in Attachment A-6-1 (Contact Center Solution). In addition, at a minimum for each market, there shall be at least one (1) person available during Local Market Business Hours who is able to perform the Investigation Services in English. For the purposes of clarity, where language skills of each local market are not specifically designated in Attachment A-6-1 (Contact D&B / IBM Confidential A-1-19 Center Solution), IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (i) English; (ii) Spanish; (iii) Italian; (iv) Flemish; (v) Dutch; (vi) German; and (vii) French. 3.3. FULFILLMENT SERVICES (a) General. IBM shall be responsible for performing Fulfillment Services, which include expediting U.S. Entity report creation and investigating additional data sources that might have a material affect on the entities report (i.e., trade references) ("Fulfillment Services"). (b) Fulfillment Services Description. In performing the Fulfillment Services, IBM shall investigate additional references provided by the Entity for up to six (6) months from the date the Outbound Services Request is pulled from the request queue. In performing the Fulfillment Services, IBM responsibilities include the following: (i) Pulling Outbound Services Requests from a request queue; (ii) Accessing and validating the End User's account with D&B and authenticating that the End User is authorized to provide data and make commitments on behalf of their company; (iii) Calling credit references; (iv) Adding credit information to Entity files; (v) Creating a credit information file for each Entity if not in existence; (vi) Offering D&B Products as part of the Fulfillment Services; and (vii) Documenting resolution of the Outbound Services Request and all Contacts relating to the Outbound Services Request. (c) IBM Personnel Minimum Requirements. IBM Personnel performing Fulfillment Services shall have the following minimum skills and qualifications: D&B / IBM Confidential A-1-20 (i) Basic oral and written communication skills, including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Ability to work through uneven incoming work loads and inventories; (iv) Intermediate to superior customer service skills; and (v) Basic computer skills (ability to navigate text and GUI interfaces). (d) Language Requirements. IBM Personnel shall be able to read, write, and speak English with native fluency. 3.4. FAMILY TREE SERVICES (a) General. IBM shall be responsible for handling Family Tree and Linkage Validation and Error Outbound Services Requests, which includes creating complete and accurate views of corporate family trees and maintaining such views ("Family Tree Services"). (b) Family Tree Services Description. In performing the Family Tree Services, IBM's responsibilities include the following: (i) Pulling Outbound Services Requests from a request queue; (ii) Authenticating that the Entities End User is authorized to provide data and make commitments on behalf of their company; (iii) Reviewing D&B's current list of corporate linkages to eliminate duplication and ensure consistency of data elements (e.g., Standard Industrial Codes ("SICs"), business names, and tradestyles); (iv) Obtaining lists of locations from the subject company either via direct request, or other verifiable means (e.g., website, annual report). If directly requesting the information, the company may agree to review D&B's corporate linkage and make changes. If a company's website is used, confirmation of permission to use the website shall be requested by the IBM by sending an e-mail notice to the company and obtaining such permission via a return e-mail or other means. IBM will utilize the form e-mail provided by D&B to provide such notice; (v) Matching list of company locations to D&B's files and reviewing results to validate that the results are accurate; (vi) Updating the company's corporate family and inputting such updates into D&B systems; D&B / IBM Confidential A-1-21 (vii) Responding to requests to add new locations to corporate families by creation of a new Entity record; (viii) Contacting, and updating if applicable, lists of locations that may be part the corporate families based on similarity of names; (ix) For linkage validation errors, contacting those locations where an ownership or linkage update is required because the current owner has been deleted as a duplicate or is out of business; and (x) Responding to customer inquiries on corporate linkages using a web based tools system (e.g., DBDATA1). (c) IBM Personnel Minimum Requirements. IBM Personnel performing Family Tree Services shall have the following minimum skills and qualifications: (i) Good oral and written communication skills, including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Basic business and financial knowledge, including an in-depth understanding and awareness of the culture and business practices in the local markets being serviced (iv) Ability to work through uneven incoming work loads/inventories; (v) Intermediate/superior customer service skills; and (vii) Basic computer skills (e.g., ability to navigate text and GUI interfaces). (d) Language Requirements. IBM Personnel shall have the language skills required to perform the Family Tree Services in each local market from where data is collected in accordance with the specific proficiency requirements set forth in Attachment A-6-1 (Contact Center Solution). 3.5. ADVANCED CUSTOMER UPDATE GROUP (a) General. IBM shall be responsible for handling Advanced Customer Update Group ("ACUG") Outbound Services Requests, which includes updating U.S. and Canadian company credit records of public and large private companies, responding to specific End User requests regarding public companies, confirming information submitted by a company, and performing expedited reevaluation of credit investigations ("ACUG Services"). (b) ACUG Service Descriptions. In performing the ACUG Services, IBM's responsibilities include the following: (i) Pulling Outbound Services Requests from a request queue; D&B / IBM Confidential A-1-22 (ii) Retrieving the filing from the SEC website and updating the financial statement and D&B record with all data retrieved; (iii) Validating that data gathered from the company's information listed with the SEC; (iv) Checking for errors; (v) Contacting the company to review any inconsistent data and updating the data accordingly; (vi) Obtaining and entering the most current financial statements of the company; (vii) Offering D&B Products during all Contacts; and (viii) Documenting resolution of the Outbound Services Request and all Contacts relating to the Outbound Services Request. (c) IBM Personnel Minimum Requirements. IBM Personnel performing ACUG Services shall have the following minimum skills and qualifications: (i) High level of oral and written communication skills for those IBM Personnel responsible for advanced activities (e.g., speaking to senior officers of large companies), including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Basic computer skills (ability to navigate text and GUI interfaces); (iv) High level of business and financial knowledge; (v) Basic sales skills; and (vi) Knowledge of D&B policies & procedures. (d) Language Requirements. IBM Personnel shall be able to read, write, and speak English with native fluency. 3.6. INQUIRY SCREENING SERVICES (a) General. IBM shall be responsible for researching End User inquiries for missing reports or reports identified as deficient, and responding to the End User with the correct information ("Inquiry Screening Services"). (b) Inquiry Screening Service Descriptions. In performing the Inquiry Screening Services, IBM's responsibilities include the following: (i) Pulling Outbound Services Requests from a request queue; D&B / IBM Confidential A-1-23 (ii) Determining if the Entity that is the subject of the inquiry exists within D&B files; (iii) If the Entity that is the subject of the inquiry exists within D&B files, investigating and resolving the inquiry and responding to the End User submitting the inquiry; (iv) If the Entity that is the subject of the inquiry is not found within D&B files, accessing web tools to determine if subject of the inquiry exists and responding to the End User submitting the inquiry with any information (or lack of information) obtained; (v) Screening and resolving those requests identifiable by data element (e.g., calling the number provided) and when not possible, forwarding those inquiries, at no additional charge, to the IBM Outbound Contact Center to create a revised report (through performance of a Service Failure) or gather requested information as part of the Investigation Services; and (vi) Documenting resolution of the Outbound Services Request and all Contacts made relating to the Outbound Services Request. (c) IBM Personnel Minimum Requirements. IBM Personnel performing Inquiry Screening Services shall have the following minimum skills and qualifications: (i) Basic oral and written communication skills, including accent neutralization training and ability; (ii) Basic telephone skills; (iii) Basic computer skills (e.g., ability to navigate text and GUI interfaces); (iv) Basic to intermediate business and financial knowledge; (v) High degree of organizational skills; (vi) Attention to detail; (vii) Comprehensive language and spelling ability; and (viii) Intermediate typing skills (d) Language Requirements. IBM Personnel shall be able to read, write, and speak English with native fluency. 3.7. AD HOC OUTBOUND SERVICES From time to time during the Term, D&B may request IBM to collect information in order to update the database in a manner that deviates from the Services described in this Exhibit A-1. To the extent that such request materially deviates from the Service provided (i.e. substantial increase or decrease in Contact D&B / IBM Confidential A-1-24 handle times) the scope, service levels, and charges for such work shall be mutually agreed to by the parties in accordance with the Change Control Procedures. 4. TRAINING SERVICES (a) IBM shall be responsible for developing, improving, and maintaining the requisite skills and technical knowledge of personnel assigned by IBM to perform the Services, which includes: (i) Initial training on the Services as required during Transition; (ii) Ongoing training of IBM Personnel performing the Services during the Term, including training on changes developed and delivered by D&B, provided that such training will not exceed one (1) week for IBM Personnel that are performing the Services adequately; (iii) Ongoing training on changes developed and delivered by IBM; (iv) Initial and on-going language training; (v) Initial and on-going sales training; (vi) Training on changes to D&B Products and policies and processes, and technology used to perform the Services, provided that D&B will give reasonable advance notice to IBM of the changes; and (vii) Remediation training to those IBM Personnel not performing adequately as designated by IBM or D&B. (b) IBM shall provide D&B with competent personnel across all areas of the Services. (c) For the Software, tools, and applications provided or developed by IBM, IBM shall provide feature overview training for IBM Personnel and D&B trainers and product documentation for End Users. (d) The training process and resources set forth in Attachment A-7-2 (Transition Schedule). 5. REVENUE GENERATION SERVICES IBM shall generate revenue for D&B by selling D&B Products directly to End Users in the manner described in Section 5.1 and by obtaining and providing Qualified Leads for D&B sales personnel to sell D&B Products in the manner described in Section 5.2. D&B / IBM Confidential A-1-25 5.1. D&B PRODUCTS (a) As part of the Services and in accordance with the Service Levels, IBM shall sell certain D&B Products and services. (b) IBM shall sell D&B Products using all of the following methods: (i) Directly selling D&B Products as part of the Inbound Contact Services; (ii) Selling higher value D&B Products that contain additional features as part of the Inbound Contact Services ("Up-sell"); and (iii) Selling additional D&B Products that relate to the original Order Request as part of the Inbound Contact Services ("Cross-sell"). (c) IBM shall be take advantage of all opportunities to sell D&B Products and to Up-sell and Cross-sell during Contacts. 5.2. LEAD GENERATION As part of the Services, IBM shall generate Qualified Leads for D&B sales representatives during the Inbound Contacts and Outbound Services Requests Contacts as designated by D&B. D&B shall prioritize the types of D&B Products on which IBM should focus its sales efforts. (a) During each Contact, IBM shall identify instances where an End User would benefit from the sale of a D&B Product and shall market such Products to the End User. (b) If during a Contact, reference to D&B Products is made with the reasonable expectation of such reference resulting in the sale of a D&B Product, then IBM shall refer the End User to a D&B sales representative to make a sales call (a "Qualified Lead"). (c) As further described in Section 6.2 below, IBM shall assign a disposition code to every Qualified Lead, and where desirable, perform a warm transfer of such Qualified Lead to a sales representative. (d) As further detailed in Attachment A-7-3 (Transformation Solution), IBM shall institute and follow procedures to analyze data regarding Qualified Leads on a continuing basis. IBM shall implement analytics to facilitate the identification of targets for immediate sales and for lead generation. In this regard, IBM shall implement streamlined procedures to (1) ensure each End User receives information regarding D&B Products that are appropriate, and (2) comply with Do Not Call Legislation and applicable D&B policies as further described in Schedule H (Data Privacy and Data Protection Laws). (e) IBM shall identify and provide leads about End Users that may be interested in having accounts receivable and bad debt collected by a third party and refer such leads to D&B. D&B / IBM Confidential A-1-26 6. CONTACT DOCUMENTATION SERVICES 6.1. GENERAL (a) IBM shall be responsible for documenting the following information from each Contact: (i) Date and time of Contact; (ii) Duration of Contact; (iii) Information identifying the End User (e.g., name, address, phone number, street code and product code) with which the Contact is made, as specified by D&B; (iv) Summary of correspondence during the Contact; (v) Disposition of the Contact in accordance with the procedures set forth in Section 6.2; (vi) Identification of IBM Personnel that handled the Contact; (vii) D&B account number and DUNS Number of the End User with which the Contact is made, if applicable; (viii) Description of follow-up actions and appropriate timeframes to such actions; and (ix) Other relevant information that may be requested by D&B during the Term. (b) IBM shall distribute documentation described in Section 6.1 to D&B in a manner that allows D&B to easily update information contained in D&B's CRM systems or databases. (c) IBM shall maintain the Contact documentation set forth in 6.1 for thirteen (13) months or such longer period necessary to satisfy D&B records retention policy and post Transformation make such information available real-time to D&B via the Internet with the appropriate security or any other form as designated by D&B. 6.2. CONTACT DISPOSITION DOCUMENTATION IBM shall assign a disposition code to each Contact correspondence and provide such disposition information to D&B in a manner that allows D&B to sort through Contact information by disposition code. 6.3. TRANSLATIONS If requested by a Customer, IBM shall provide translations from in-scope native languages to English of the "free-text" report sections of the information provided to Customers, at no additional charge. D&B / IBM Confidential A-1-27 6.4. LANGUAGE REQUIREMENTS IBM Personnel shall have the language skills required to perform the Contact Documentation Services in each local market serviced. In addition, at a minimum for each market, there shall be at least one (1) person available during Local Market Business Hourst who is able to perform the Contact Documentation Services in English. IBM Personnel shall be able to read, write, and speak the following languages with native fluency: (a) English; (b) Spanish; (c) Italian; (d) Flemish; (e) Dutch; (f) German; and (g) French. 7. CONTINUOUS IMPROVEMENT AND QUALITY CONTROL 7.1. CONTINUOUS IMPROVEMENT IBM shall adopt and apply continuous process improvement principles to processes carried out on behalf of D&B designed to achieve the following: (a) Improve the quality of data and improve the efficiencies of each Contact such that number of Contacts can be reduced. (b) Improve customer satisfaction; (c) Where possible, reduce redundant Contacts to customers; (d) Improve first time resolution of Inbound Contacts and Outbound Services Requests such that interface points and hand-offs are reduced; (e) Improve overall quality assurance scores; and (f) Reduce the overall cost per Contact and the corresponding charges for such records to D&B. 7.2. QUALITY ASSURANCE IBM, as part of its total quality management process, shall provide continuous quality assurance and quality improvement through: (a) The identification and application of proven techniques and tools from other installations within its operations (i.e., "Best Practices") that would benefit D&B either operationally or financially; D&B / IBM Confidential A-1-28 (b) The implementation of concrete programs, practices, and measures designed to ensure that the Services are performed in accordance with the Service Levels and the level of service will improve during the Term; and (c) Tools to schedule, score, and record Inbound Contact and Outbound Contact Services. 7.3. CALL MONITORING (a) Upon reasonable advanced notice, IBM shall provide D&B with unassisted real time voice monitoring capabilities of all Contacts and ensure voice records of all monitored Contacts are captured in the quality assurance system to facilitate further review and follow-up by IBM and D&B. In accordance with Attachment A-6-5 (Technology Solution), recorded screen and voice Contacts shall be made available to D&B by the next Business Day upon request. (b) IBM shall monitor a statistically significant, random selection of Inbound Contacts and Outbound Contacts to ensure each IBM agent is complying with the obligations described in this Exhibit A-1. The statistically significant sample shall be determined by agreed upon confidence levels and margins of error when using the following formula or other means agreed by the Parties: n = [(Za/2(Sigma)/E)(2)] Where: n = sample size p = estimated population proportion correct Za/2 = critical value for level of confidence (i.e., 95% will be the standard level of confidence with a 4% confidence interval) Za/2= 1.96) (c) E = error interval desired (i.e. E has a calculation that accounts for population size, which is Sqrt[(N - n)x/n(N-1)] IBM and D&B shall (1) mutually agree to a calibration methodology, (2) score the agreed upon Contacts in accordance with the calibration methodology, and (3) meet on a weekly basis to review the results. (d) IBM shall use the results for the ongoing training of IBM Personnel. (e) In accordance with Section 25 of the Agreement and Schedule H (Data Privacy and Protection Laws), if any IBM Personnel perform unsatisfactorily twice during a four (4) week period in accordance with methodology and scoring set for in 7.3(c) above, then IBM shall perform remediation training with such IBM Personnel. If during any other four (4) week period during the Term, such IBM Personnel perform unsatisfactorily twice, unless otherwise approved by D&B, such IBM Personnel will no longer be used by IBM to provide the particular Services for which IBM Personnel performed unsatisfactorily. D&B / IBM Confidential A-1-29 (f) IBM shall provide reports with information regarding the call monitoring Services described in this Section to D&B as requested by D&B on a monthly basis. 8. OTHER SERVICES 8.1. CONTRACT ADMINISTRATION (a) General. IBM shall be responsible for processing contract requests and any other account updating request, validating contract policy compliance, entering contract data into appropriate billing system, and following up with a D&B sales associate via phone, fax, and email ("Contract Administration Services"). (b) Contract Administration Services Description. In performing the Contract Administration Services, IBM's responsibilities include the following: (i) Receiving and responding to contract requests; (ii) Accessing and validating the relevant End User with D&B; (iii) Identifying the type of contract request and the actions required to fulfill the request; (iv) Reviewing the request for completeness, accuracy, and adherence to D&B policy; (v) Returning all incomplete or out of policy transactions back to originating organization (e.g., D&B sales organization); (vi) Locating existing customer accounts in D&B's order entry system, or where there is no existing account setting up new accounts; (vii) Inputting data into the appropriate order entry system; (viii) Verifying the entered data for completeness, accuracy, and adherence to D&B policy; (ix) Documenting the Contract request processed and notifying D&B's sales organization of completion. (c) IBM Personnel Minimum Requirements. IBM Personnel performing Contract Administration Services shall have the following minimum skills and qualifications: (i) Basic oral and written communication skills; (ii) Basic telephone skills; (iii) Basic computer skills (e.g., ability to navigate text and GUI interfaces); (iv) Basic to intermediate business and financial knowledge; D&B / IBM Confidential A-1-30 (v) High degree of organizational skills; (vi) Attention to detail; (vii) Comprehensive language and spelling ability; and (viii) High level typing skills. (d) Language Requirements. IBM Personnel shall be able to read, write, and speak English, Spanish, and French as required to perform the Contract Administration Services. 8.2. FRAUD IDENTIFICATION IBM will mitigate risk from fraudulent information by ensuring that IBM Personnel are cognizant of fraud possibilities and trained to identify fraudulent and potentially fraudulent information. IBM's responsibilities in this regard include: (a) Following risk guidelines provide in the Procedures Manual and periodic fraud updates provided by D&B; (b) Training all IBM Personnel providing Contact Center Services on techniques for identifying fraud and risks of fraud (D&B will train the IBM trainers); (c) Asking probing questions to obtain additional information required to assess the existence or potential for fraud; and (d) Providing D&B with Severe Risk Tips as described in Schedule B to the Agreement. 8.3. ACCESS TO D&B SYSTEMS IBM shall access the D&B system via real time updates or batch processing as set forth in Attachment A-6-5 (Technology Solution) and Exhibit A-7-3 (Transformation Solution). 8.4. PREPARATION OF PROCEDURES MANUAL In accordance with Section 19.5 of the Agreement, IBM will provide the Procedures Manual that will address, among other things, as appropriate: (a) The major activities IBM will undertake to perform the Services; (b) Contact Center workflow and operational procedures; (c) Contact Center logical and physical data security procedures; (d) Contact handling procedures including procedures for IBM Personnel to: (i) Establish and authenticate the customer's identity using the data from the database where available; D&B / IBM Confidential A-1-31 (ii) Update customer data in the database; (iii) Handle on an expedited basis problems which IBM is or should be aware are of high business priority; and (iv) Inform D&B sales desk of possible opportunities for sales of D&B Products as designated by D&B arising from customer calls to the Contact Center; and (e) Descriptions of IBM Personnel authority levels and profiles. 8.5. OPERATIONS MANAGEMENT SERVICES IBM shall be responsible for providing, managing and maintaining all resources necessary for the administration, operation, management, maintenance and support of the Contact Centers, as described in Attachment A-6-5 (Technology Solution) and Attachment A-7-3 (Transformation Solution). IBM's responsibilities in this regard shall include: (a) Measuring IBM performance of the Services with respect to the applicable Service Levels. IBM shall evaluate, procure and implement the necessary (and where appropriate state of the art) tools to monitor and measure IBM performance and shall design and implement appropriate measurement and monitoring procedures; (b) Providing and implementing a central database and an automated tool for tracking and managing problems, queries and requests. IBM will provide extracts of such database on a monthly basis or as otherwise mutually agreed to by the Parties; and (c) Monitoring problems, queries, and requests and analyzing them to detect trends and emerging patterns to identify for D&B in the monthly performance reports or to immediately notify D&B in the case of an increase in a particular type of problem. 8.6. CONTACT CENTER TELECOMMUNICATIONS MANAGEMENT SERVICES In accordance with Attachment A-6-5 (Technology Solution) and Exhibit A-7-3 (Transformation Solution), IBM's responsibilities regarding Contact Center telecommunications management Services shall include: (a) Operating telephony equipment, including IVR, PBX equipment, voice recognition technology, automated contact distribution applications (e.g., ACD's), IVR's, dialers, cabling, headsets, fax machines and telephones; (b) Managing the infrastructure necessary to support the Contact Centers' telephony infrastructure; (c) Maintaining telephony infrastructure including PBX equipment, automated contact distribution applications, dialers, cabling, headsets, telephones, and fax machines, which includes performing telephony maintenance including D&B / IBM Confidential A-1-32 preventive, corrective and emergency maintenance so as to minimize disruption to the Services, including load balancing all traffic; (d) Monitoring the usage, performance and maintenance of telephony Software and Equipment. IBM also shall track on an on-going basis the principal performance indicators of the telephony infrastructure, and identify actual and potential bottlenecks so as to enable IBM to proactively handle maintenance and capacity issues and to support the Parties' technology planning activities; (e) Performing network design activities on the IBM network used to provide the Services; (f) Performing telephony engineering functions including, capacity and configuration management, telephony optimization, efficiency tuning, and conducting site surveys as appropriate; (g) Maintaining a comprehensive telephony network management cross reference database and comprehensive custom telephony network and Applications diagrams. IBM will provide such information to D&B within a reasonable period of time following D&B's request; (h) Replacing, upgrading, supplementing and enhancing telephony Equipment and infrastructure, including PBX equipment, automated contact distribution applications, dialers, cabling, headsets, telephones, fax machines, and lightning protection systems as appropriate. In this regard IBM shall be responsible for evaluating, procuring, staging, configuring, and installing any telephony Equipment and infrastructure, including PBX equipment, automated contact distribution applications, dialers, cabling, headsets, telephones, fax machines, and lightning protection systems; (i) Performing telephony modifications as required to maintain regulatory compliance. IBM will be responsible for performing such telephony modifications within acceptable timeframes for compliance and will provide progress reports to D&B at regular intervals; (j) Performing telephony administration functions, including: (i) Verifying Usage based communications costs, if any; (ii) Projecting Usage based communication costs in the event D&B requests implementation of a toll free number service for customers; and (iii) Developing, establishing and maintaining directories of telephone extensions. (k) Management and Maintenance of Systems and Communications. (i) Implementing, installing, and maintaining Equipment and Software for systems (including switch, call accounting, voice mail, and teleconferencing bridge). IBM shall provide proper system design to include D&B / IBM Confidential A-1-33 protection against lightning strikes, electric noise and power surges, including during new installations; (ii) Performing dialer programming, including feature and function software upgrades/changes to support business requirements; (iii) Performing problem resolution functions related to systems, including resolving customer questions and problems with the features and functions of the system; (iv) Managing and maintaining the system configuration; and (v) Updating, managing and maintaining dialer feature functionality in accordance with D&B's business requirements. (l) System Documentation/Management. (i) Establishing and maintaining calling group arrangements; (ii) Maintaining information lists containing phone data for D&B, including telephone, speed dial, and fax numbers; (iii) Updating, maintaining, documenting and monitoring, as appropriate, serviceability of call distribution systems, messaging, paging, cabling, training, warranty and maintenance issues; (iv) Performing cable management and installation and coordinating cable runs for communications. IBM shall create, maintain and update documentation for cabling; for new installations, IBM shall document and map cable runs and supervise labeling and mapping performed; (v) Updating, maintaining (including administering warranty services), monitoring, providing training for and documenting, as appropriate, the systems ancillary to the operations of communications, including call management systems, voice messaging and pagers; and (vi) Managing and maintaining telecommunications-related Software packages. (m) Providing technical advice in support of Contact Center operations. 8.7. IVR As further described in the Transformation Plan, IBM shall design, develop, configure, and implement the IVR used to perform the Inbound Contact Center Services, including so as to maximize the automated functionality and the number of problems, queries, and requests that are resolved by means of automated response. In developing the IVR system, IBM shall incorporate in the IVR the functionality required to perform the Services, which at a minimum will be no less comprehensive then the IVR used by D&B as of the Effective Date. IBM shall make changes to the IVR as requested by D&B. Charges for the IVR changes designated by D&B shall be D&B / IBM Confidential A-1-34 as set forth in Exhibit C-2 (Pricing Tables). D&B shall designate whether the required change to the IVR is a "normal" or "emergency" change. One hundred percent (100%) of "emergency" changes to the IVR provided by D&B shall be made within 24 hours unless otherwise agreed to by D&B. One hundred percent of non-emergency changes to the IVR provide by D&B shall be made within five (5) Business Days unless otherwise agreed to by D&B. The formula for calculating the percent of IVR changes made during the required timeframe shall be as follows: (Number of changes to the IVR made within the required timeframe / Number of change requests submitted by D&B) * 100. D&B / IBM Confidential A-1-35 EXHIBIT A-2 DATA PROGRAMMING SERVICES 1. Definitions................................................................................... 2 1.1. Certain Definitions.................................................................. 2 1.2. Other Definitions.................................................................... 2 2. Global Trade.................................................................................. 2 2.1. In-Scope Locations................................................................... 2 2.2. Hours of Operation................................................................... 2 2.3. Service Descriptions and Process Workflow Diagrams................................... 3 2.4. IBM Personnel Minimum Qualifications................................................. 8 2.5. Language Requirements................................................................ 9 3. Delivery...................................................................................... 9 3.1. In-Scope Locations................................................................... 9 3.2. Hours of Operation................................................................... 9 3.3. Service Descriptions................................................................. 9 3.4. U.S. RMS Products, Processes, and Additional Services................................ 13 3.5. U.S. SMS Products, Processes, and Additional Services................................ 14 3.6. U.S. S&MS Products, Processes, and Additional Services............................... 14 3.7. Europe Products, Processes, and Additional Services.................................. 14 3.8. Canada Products, Processes, and Additional Services.................................. 14 3.9. IBM Personnel Minimum Qualifications................................................. 15 3.10. Language Requirements................................................................ 15 TABLE OF ATTACHMENTS A-2-1 - Postal Cleansing Services A-2-2 - Delivery Project Quality Checklists D&B / IBM Confidential A2-1 EXHIBIT A-2 DATA PROGRAMMING SERVICES This Exhibit describes the Data Programming Services IBM shall provide. 1. DEFINITIONS 1.1. CERTAIN DEFINITIONS (a) "ABEND" has the meaning given in Section 2.3(c). (b) "Benefits" and "Incentives" has the meaning given in 2.3(e). (c) "Delinquent Files" has the meaning given in Section 2.3(a). (d) "Delivery Services" has the meaning given in Section 3. (e) "Global Trade Services" has the meaning given in Section 2. (f) "I-Cases" has the meaning given in Section 2.3(d)(i). (g) "Trade Participant Numbers" has the meaning given in Section 2.3(a). 1.2. OTHER DEFINITIONS Capitalized terms not defined in this Exhibit A-2 (Data Programming Services) shall have the meaning given to them in Schedule A (IBM Services and Solutions) or elsewhere in the Agreement. 2. GLOBAL TRADE IBM shall be responsible for gathering and processing data from D&B customers relating to the credit and payment experiences they have with businesses in D&B databases and for performing the related services described in this Section 2. ("Global Trade Services"). 2.1. IN-SCOPE LOCATIONS IBM shall gather and process data and provide Global Trade Services for businesses entities and D&B customers in the United States, Europe, and Canada. Each of these regions has unique processes, technologies, and languages that IBM shall utilize and integrate into its overall solution and service delivery approach. 2.2. HOURS OF OPERATION (a) IBM shall work and maintain real-time interaction via telephone and e-mail with the D&B trade teams during all normal business hours in the United States, Europe, and Canada to ensure issues and requests are resolved on the same day they arise. (i) D&B's trade teams in the United States and Canada work from 07:00 to 18:00, Monday through Friday, Eastern Time. D&B / IBM Confidential A2-2 (ii) D&B's trade team in Europe works from 08:00 to 18:00, Monday through Friday, Central European Time. (b) In addition to working during normal business hours, IBM Personnel shall work outside of normal business hours and on weekends when necessary to accommodate spikes in demand for Services, to achieve the Service Levels, and to meet applicable customer and month-end deadlines. 2.3. SERVICE DESCRIPTIONS AND PROCESS WORKFLOW DIAGRAMS Each customer participating in D&B's global trade program is assigned to a D&B associate who has overall responsibility for the relationship between D&B and the customer. IBM shall provide the Services described in this Section 2.3 and work closely with such D&B associates to ensure global trade information is collected and processed accurately and in a timely manner. IBM's responsibilities with respect to Global Trade Services include: (a) Prompting Customers for Delinquent Files. (i) D&B will provide IBM with lists of Delinquent Files, along with the four digit trade participant numbers associated with those customers ("Trade Participant Numbers"). (ii) IBM shall send e-mails and letters (where e-mail addresses are not available or as directed by D&B) to customers from whom D&B is requesting Delinquent Files, and continue following-up by e-mail on a regular basis until the customers either: (i) provide the Delinquent Files; or (ii) indicate that they cannot or will not provide the Delinquent File. (iii) IBM will check the information received from customers to ensure completeness and send follow-up communications requesting any missing files (e.g., requesting a file omitted from a customer submission). (iv) IBM shall log and track the status of each Delinquent File on the D&B Intranet (or manually for countries such as Canada where delinquency is not tracked on the Intranet) from the moment it is identified by D&B until it is received from the relevant customer or referred to D&B for further action. For customers in Canada and other countries in which delinquency is tracked manually, IBM shall provide D&B with hard-copy reports of the status each Delinquent File on a weekly basis. (v) IBM will access messages from customers on a daily basis from a D&B provided e-mail mailbox. (vi) IBM shall refer all customer questions received by IBM to designated D&B trade team personnel. (vii) For the Canada market, IBM shall: (A) Lift and transition D&B's current operation "as-is" to India; D&B / IBM Confidential A2-3 (B) Perform a "deep-dive" review of the DunTrade Control System Database, located on a stand-alone PC and recommend an alternative solution to allow for more functionality and data capture of e-mail addresses and related data. The solution will be sized by IBM and approved by D&B management before implementation; and (C) Collect customer e-mail addresses from existing D&B coordinators and aggregate them into a central file. (b) Manual File Pre-processing. IBM shall perform all manual processing functions required to enable customer files to run through D&B's automated global trade programs. (i) On a daily basis, IBM will access lists of files requiring manual file pre-processing via the D&B global trade Internet site- and country-specific e-mail in-boxes for Europe and Canada customers. (ii) IBM shall check and verify the format of files and the content of data contained in the files, and if necessary, contact the customer submitting the file via e-mail to request files that were not attached. (iii) IBM shall download and log files requiring manual pre-processing into the appropriate D&B administrative systems. (iv) IBM shall perform all file consolidation, file manipulation, and other manual file pre-processing required to prepare files to run through D&B automated programs, including: (A) Converting files by PC based pre-processors and saving the original files and the converted files on the D&B trade server; (B) Uploading e-mail attachments and other files to D&B mainframe systems for processing; (C) Creating pre-processors for files of new trade partner files after uploading them to D&B mainframe systems; (D) Rewriting pre-processors to accommodate lay-out changes; (E) Reformatting data via TSO access to prepare it for the applicable data transformation tool (currently AIH); (F) Using and applying password and resource access control facility ("RACF") security; D&B / IBM Confidential A2-4 (G) Editing and submitting Cobol job control language ("JCL") members; (H) Performing custom SAS work to reformat files where required; and (I) Validating file output prior to submission to the applicable data transformation tool to minimize quality errors and ABENDS. (v) IBM shall check "CJS libraries" in TSO and "Wip Notes" on the D&B Intranet for special pre-processing instructions and comply with such instructions when processing files. (vi) In unusual cases where it is not feasible for IBM to manipulate the files for automated processing without customer action, IBM shall refer files to a designated D&B team member for take further action with the customer. (vii) IBM shall perform the Services described above manually in markets such as Canada where hardcopy control functions have not yet been automated. (c) ABEND Resolution. (i) IBM will receive a screen snapshot each day from TSO showing the global trade jobs that ABENDed during the prior day. An "ABEND" is an abnormal end to a processing job that occurs when D&B systems are presented with instructions or data they cannot recognize or are asked to reach beyond their protective boundaries. (ii) With respect to each ABEND job, IBM will be responsible for: (A) Analyzing the ABEND and the related JCLs; checking related files, layout, pre-processors, and specifications; determining the cause of the ABEND; and identifying appropriate corrective action; (B) Taking action to resolve the problem causing the ABEND (e.g., conducting file cleansing, sorting files, eliminating bad records, updating pre-processor or data transformation tool specifications); and (C) Resubmitting the job without customer contact for processing. (iii) If, after using Commercially Reasonable Efforts, IBM cannot resolve an ABEND without customer contact (e.g., if customer needs to make input file layout changes), IBM shall refer the issue to a D&B team member who D&B / IBM Confidential A2-5 will contact the customer. IBM shall then take follow up action identified by D&B and the customer to resolve the ABEND. (d) Resolving Automatic Quality Check Rejects ((a)e., I Cases). (i) In the United States and European markets, D&B systems perform automated quality checks on every customer file submission. Each day, IBM will access country-specific e-mail in-boxes to identify I Cases that require further processing. In Canada, where as of the Effective Date D&B does not have systems that perform automated quality checks, IBM shall manually check each customer file submission to identify I Cases that require further processing. (ii) IBM shall analyze and take appropriate corrective action to resolve each I Case. IBM's responsibilities in this regard include: (A) Reviewing processing results and other file records from previous months to determine the cause of the I Case; (B) Analyzing files and checking file layout, pre-processors and specifications; (C) Identifying solutions for resolving I Cases (both by reviewing solutions from previous months and developing new solutions); (D) Taking action necessary to correct the I Case and resubmitting the I Case job for another quality check (e.g., rerunning jobs, changing processing instructions, updating pre-processor and data transformation tools specifications); and (E) Performing the steps above until each I Case passes the automated (or manual) quality check process. (iii) IBM shall not contact customers directly during I Case reviews. If IBM cannot resolve an I Case without customer contact, IBM shall refer the issue to a designated D&B team member for further action with the customer. (iv) Where authorized by D&B policies or directed by a D&B team member, IBM shall override quality check validations, correct errors and inconsistencies in customer files, and take any other action required to resolve I Cases. (e) Benefit/Incentive Creation and Distribution to Customer. D&B offers participants in its global trade program benefits and incentive products and services ("Benefits" and "Incentives"). IBM shall create and distribute Benefits and Incentives D&B / IBM Confidential A2-6 to customers identified by D&B. IBM's responsibilities in this regard include the following: (i) Creating Benefits and Incentives from information contained in D&B databases as further described in this Section 2.3(e). (ii) Checking "CJS libraries" for instructions and files in D&B's bulk source tracking ("BST") application for Incentives. (iii) Responding to and fulfilling ad hoc requests from customers via e-mail about Benefits and Incentives. (iv) For customers in the United States market, providing the following Benefits and Incentives: PPS samples, providing documents requested by customers on an ad hoc basis, and creating files for D&B's delivery and fulfillment teams. (v) For customers in the European market, performing and managing the following Benefit and Incentive programs: (A) Trade Web Incentive - Providing monthly reports, graphs and data for D&B customers about: (1) the payment behavior of their customers compared to the payment behavior of their customers to other creditors, (2) payments in each company branch, and (3) company size, foundation, structure, and similar information. (B) Centro Marco Project - Providing monthly updates in Italy to members of a branch organization about the payment behavior of their customers. (C) Failure Service - Providing weekly information via e-mail to customers in the Netherlands about companies that declared bankruptcy in the prior week. (D) Key Alert - Providing weekly information via e-mail to D&B customers in Italy about changes in the D&B rating or Paydex of their respective customers. (E) Free D&B DUNS Numbers - Providing information for customers throughout Europe about their respective matched accounts (e.g., name, address, and DUNS Number) via e-mail. (vi) For customers in the Canadian market, IBM shall: (A) Create monthly files from the DunTrade Control System and upload them to the D&B mainframe. D&B / IBM Confidential A2-7 (B) Fulfill ad hoc job requests for Duns Returns and copies of customer files. (C) Fulfill special handling requirements for Benefits and Incentives requested by customers. (vii) Maintaining Incentive systems and applications and trouble-shooting and resolving problems for such systems and applications (e.g., Centromarca and TWI in Europe). (viii) Receiving e-mails with questions and input about data and administrative problems with Benefit and Incentive production from D&B and D&B customers, and taking the action required to answer and respond to such questions and resolve such problems. (ix) Creating and providing D&B with reports about the Benefits and Incentives distributed to customers. (f) File Management. IBM shall implement and follow a process for formally tracking and routing all paper, electronic, and verbal information received in connection with the Global Trade Services. 2.4. IBM PERSONNEL MINIMUM QUALIFICATIONS All IBM Personnel providing Global Trade Services shall have the following minimum skills and qualifications: (a) Some knowledge of Assembler. (b) Ability to work independently. (c) Two (2) or more years experience working in a PC environment using the Microsoft Office suite of products. (d) EasyTrieve, SAS, JCL, COBOL, TSO, Visual Basic skills to the extent required to provide the Services. (e) College degree or equivalent experience in a data processing or computer science field. (f) Ability to write and maintain mainframe programs used by D&B and procedures using JCL and SAS and any other D&B systems required to provide the Services. (g) Ability to understand complex oral and written data processing instructions. (h) Strong problem solving, analytical, and time management skills. (i) Language capabilities to the extent required by Section 2.5 below. D&B / IBM Confidential A2-8 (j) In addition to the qualifications described above, IBM team leaders shall have the following skills: (A) ability to perform complex Data Programming Services; (B) leadership, mentoring and daily planning capabilities; and (C) clear, concise communication skills. 2.5. LANGUAGE REQUIREMENTS IBM Personnel shall have the following language skills to enable them to perform the Services and interact with D&B trade teams in each region. IBM personnel shall be able to read, write, and speak the following languages proficiently: (a) For customers in the United States market - English (b) For customers in the Canadian market - English and Canadian French. (c) For customers in the European market - English, Dutch, Flemish, French, Spanish, German, Italian, and Portuguese. 3. DELIVERY IBM shall provide the Services described in this Section 3 related to the fabrication and fulfillment of D&B Products ("Delivery Services"). IBM shall fabricate and distribute to D&B customers the D&B Products described below in this Section 3. 3.1. IN-SCOPE LOCATIONS IBM shall provide Delivery Services for customers in the United States, Europe, and Canada. Each of these regions has unique processes, technologies, and language requirements that IBM shall accommodate and integrate into its overall solution and service delivery approach. 3.2. HOURS OF OPERATION (a) At a minimum, IBM Personnel providing Delivery Services shall be available to interact with D&B delivery personnel and customers on a daily basis from 09:00 to 17:00, Monday through Friday, Local Market Time. (b) In addition, IBM Personnel with expertise on the content of S&MS products shall be available to discuss specific S&MS products and projects from 08:00 to 20:00, Monday through Friday, Local Market Time. (c) IBM Personnel shall work outside normal business hours and weekends when necessary to accommodate spikes in demand for Services, to achieve the Service Levels, and to meet all applicable customer and month-end deadlines. 3.3. SERVICE DESCRIPTIONS This Section 3.3 provides a high level description of the functions IBM shall perform for each D&B Product requested by D&B and certain additional IBM responsibilities. Sections 3.4 through 3.8 provide process flow diagrams and more detailed requirements that apply specifically to RMS, SMS, and S&MS products in the United States, Canada, and Europe. (a) Fabrication and Fulfillment Process. D&B / IBM Confidential A2-9 (i) IBM shall assist D&B during the D&B Product proposal and specification development phase. IBM's responsibilities in this regard include: (A) Providing technical expertise required to develop solution or product proposals for customers. (B) Attending meetings and participating in discussions with D&B and D&B customers about D&B capabilities to customize and deliver D&B Products and to verify that D&B solutions and products can meet customer needs and expectations. (C) Providing sizing information for products requested by D&B customers. (D) Reviewing product specifications with D&B to ensure completeness, accuracy, and feasibility. (ii) D&B will provide IBM with electronic and hard-copies of customer orders and D&B Product specifications via fax and e-mail. (iii) IBM shall perform postal cleansing of all customer data prior to fabricating the requested products in accordance with the process described in Attachment A-2-1 (Postal Cleaning). IBM shall use the third party software and services provided by Axciom, Group One, Data Services Incorporated, and Uniserv prior to the Effective Date or replacement third party software and service providers selected by IBM and approved by D&B to perform postal cleansing. (iv) IBM shall fabricate the requested D&B Products in accordance with order specifications and deadlines provided by D&B. This may require IBM to: (A) Submit jobs and execute processes using JCL and plug-and-play procedures that extract or manipulate data to append to D&B Products. (B) Modify existing programs and procedures and developing new programs and procedures to fabricate ad hoc and custom Delivery Projects, including through the use and application of COBOL, SAS, Easy Trieve, and Visual Basic. (C) Prepare customer records for matching, initiate matches in the appropriate D&B matching systems, and monitor the match process through completion. As requested, IBM shall perform matching as a stand-alone process to produce products with only DUNS Numbers appended or as part of a multi-step process to produce a product with a DUNS Number D&B / IBM Confidential A2-10 and additional D&B data requested by a customer appended. (D) Utilize databases, processes, tools, and software unique to each in-scope customer market to fabricate D&B Products. (v) During product fabrication, IBM shall perform and produce standard and customized audits of the datasets incorporated into the requested D&B Products, including match and CFP audits. (vi) IBM shall perform quality checks on all D&B Products to verify compliance with each item on the quality checklists attached as Attachment A-2-2 IBM shall ensure each D&B Product complies with the applicable quality checklist before distributing it to D&B or a D&B customer. (vii) IBM shall deliver D&B Products to D&B or D&B's customer, as specified in the applicable product order. (viii) After distribution of a D&B Product to D&B or a D&B customer, upon request, IBM shall investigate issues, provide documentation, and answer questions for D&B as necessary for D&B to respond to customer inquires regarding the data in the D&B Products or the process used to fabricate the D&B Products. (b) General Delivery Services. In connection with fabrication and fulfillment of D&B Products, IBM shall be responsible for additional general functions performed by Fulfillment Systems Analysts ("FSAs") within the D&B Delivery Services organization prior to the Effective Date, including following: (i) Maintaining a broad level of knowledge about D&B Products, D&B data, and production capabilities and providing the D&B sales force with such information upon request. (ii) Implementing, maintaining, and continuously improving quality controls designed to ensure D&B Products are accurate and complete when provided to D&B customers. (iii) Proactively working to identify strategies to increase sales potential for D&B Products and to improve D&B customer satisfaction, including participating in D&B delivery team meetings upon request. (iv) Assisting in identifying production problems and troubleshooting technical design and coding problems in systems used to provide Delivery Services. (v) Providing consultative support to business partners regarding customized D&B Product solutions. (vi) Establishing and achieving productivity levels stated in annual goals and objectives for each IBM employee providing Delivery Services. D&B / IBM Confidential A2-11 (vii) Actively participating in Delivery Service teaming, proposal development, and negotiation activities as requested by D&B, including meeting with customers in a sales or technical meeting to provide technical expertise and to reconcile D&B technical capabilities with customer needs and expectations. (viii) Participating in ad hoc calls with D&B customers when requested, often on short notice. (ix) Recording all time worked on each D&B Product fulfillment request or project request in D&B's time tracking system. (x) Prioritizing project and other work as necessary to meet schedules and other commitments to D&B customers. (xi) Creating data sources and feeds for new products. (xii) Developing solutions to ensure compliance with applicable laws, regulations, and D&B contract obligations (e.g., certain D&B customers with sensitive data have provisions in their agreements with D&B prohibiting the transport of any of their data outside the United States). IBM's solution must be adjusted as necessary to accommodate these limitations. (xiii) Working with D&B to build prototypes of new delivery products. (xiv) Testing new products requested by D&B or D&B customers. (xv) Utilizing the most current D&B data files, as defined by D&B, to fulfill customer orders. (xvi) Setting up automated libraries to create fresh deliverables and process new files. (xvii) Creating historical databases on a monthly, quarterly, and yearly basis. (xviii) Creating current databases on a weekly and monthly basis. (xix) Working with D&B and D&B's infrastructure vendor to prioritize mainframe resources allocated to the delivery group to enable it to achieve the Service Levels. This will require IBM to monitor Delivery Projects during peak times to ensure the most critical jobs are receiving the necessary resources. (c) D&B Retained Responsibilities. D&B will retain responsibility for the functions performed by delivery project managers and customer support representatives. These functions include: D&B / IBM Confidential A2-12 (i) Negotiating product orders and developing D&B Product specifications with customers (with the IBM assistance described in Section 3.3(a)(i). (ii) Maintaining relationships with D&B customers. (iii) Establishing product and project delivery schedules with customers. (iv) Creating universal D&B data tables used in the Market Spectrum Web and Private Data Portal products. IBM shall be responsible for the actual creation of the flat files used for specific customers. (v) Performing initial programming of specific profiles and then monitoring the flows within D&B's Data Integration Batch Product system. (d) Required Interactions and Interfaces between IBM and Other Entities. IBM shall coordinate its efforts and interface with D&B and third party entities as required to perform the Delivery Services, including the following: (i) D&B's infrastructure organization to resolve application problems, network problems, systems integration, and other technology issues. (ii) D&B groups that support D&B Product systems (e.g., RAM and eRAM). (iii) D&B and third party sales teams during the negotiation and development of orders and product specifications. (iv) Other D&B Delivery Service personnel. IBM will be required to interact regularly (at least on a daily basis) with D&B project managers and quality control analysts. 3.5. U.S. RMS PRODUCTS, PROCESSES, AND ADDITIONAL SERVICES RMS products are generated by D&B's Risk Asset Manager ("RAM") and ("eRAM") software. IBM shall fabricate and deliver products that enable D&B customers to evaluate the credit of their respective customers using custom-decision making rules. (a) RMS Products. There are two categories of RMS products requested by D&B's United States sales teams as of the Effective Date: (i) RMS RAM/eRAM Products and (ii) RMS Data Append Products. Each are defined in Schedule C. (b) RMS Process Workflow Diagram. Attachment A-2-3 contains a process workflow diagram for fabrication of RMS products. The specific process steps for which IBM shall be responsible are highlighted in yellow. The process diagrams are not intended to limit the scope of IBM's responsibilities under this Section 3. that directly affects A2-13 3.5. U.S. SMS PRODUCTS, PROCESSES, AND ADDITIONAL SERVICES IBM shall use D&B analytical tools and customer data to fabricate SMS products. There are two categories of SMS products requested by D&B's United States sales teams as of the Effective Date: (i) SMS Data Service Products and (ii) SMS Analytical Service Products. Each are defined in Schedule C. 3.6. U.S. S&MS PRODUCTS, PROCESSES, AND ADDITIONAL SERVICES (a) S&MS Products. S&MS products provide data to support marketing efforts of D&B customers. There are five categories of S&MS products requested by D&B's United States sales teams as of the Effective Date: (i) S&MS Custom Count, (ii) S&MS MAP, (iii) S&MS Prospect File (Match without Prospect Append), (iv) S&MS Prospect File (Match with Prospect Append), and (v) S&MS Prospect File (Prospect with Append). Each are defined in Schedule C. (b) Gold Service. Each Gold Service Customer has a dedicated S&MS team consisting of a project manager, customer service representative, and FSA. IBM shall assign FSAs to each Gold Service Customer as directed by D&B. Gold Service FSAs shall maintain knowledge and skills required to provide Services to their respective customers and be available to participate in pre- and post-delivery support activities. 3.7. EUROPE PRODUCTS, PROCESSES, AND ADDITIONAL SERVICES (a) Europe D&B Products. IBM shall be responsible for the fabrication and fulfillment of standard and custom S&MS, SMS, and RMS products to customers in Europe (including the UK, Ireland, Italy, Belgium, and the Netherlands). Europe D&B Products can be divided into the following two categories: (i) Standard Europe S&MS Product, and (ii) Europe Append Product. Each are defined in Schedule C. (b) Europe Process Workflow Diagrams. The process workflow diagrams for RMS, S&MS, and SMS products are the same in Europe as they are in the United States, however, IBM will be required to use different systems and databases unique to each country market in order to fabricate such products. 3.8. CANADA PRODUCTS, PROCESSES, AND ADDITIONAL SERVICES (a) Canada D&B Products. IBM shall be responsible for the fabrication and fulfillment of S&MS, SMS, and RMS products to customers in Canada. There are two [three?]categories of Canada D&B Products: (i) Standard Canada S&MS Product, and (ii) Canada Append Product. Each are defined in Schedule C. (b) Canada Process Workflow Diagrams. The process workflow diagrams for Canada S&MS Products is the same as the process for S&MS products in the United States and Europe. The specific process steps for which IBM shall be responsible are highlighted in yellow. The process diagram is not intended to limit the scope of IBM's responsibilities under this Section (iii) Although many processes are the same in Canada and other markets, IBM will be required to use different systems and databases unique to each country market in order to fabricate such products. D&B / IBM Confidential A2-14 3.9. IBM PERSONNEL MINIMUM QUALIFICATIONS IBM shall be responsible for all Services provided by FSAs previously working within D&B's Delivery Services organization and the related functions and services described in this Section 3.9. FSAs are also referred to as technicians, production analysts, and fulfillment systems specialists within D&B's environment. At a minimum, all IBM FSAs shall have the following qualifications: (a) Knowledge of commonly used data processing concepts, practices and procedures, including JCL, EZTrieve, Syncsort, TSO, ROSCOE, and SAS and an ability to write, maintain, and modify such programs and procedures. (b) Good oral and written communication skills in the languages required to provide the Services. (c) Ability to prioritize and organize workload, and to manage and complete multiple jobs and priorities concurrently. (d) Strong problem solving, analytical, and time management skills. (e) Ability to work well under pressure of customer demands. (f) Ability process detailed information without error. (g) Knowledge about the categories and substance of data in the D&B databases. (h) 2+ years experience working in a PC environment using the Microsoft Office suite of products. (i) College degree or equivalent experience in a data processing or computer science field. (j) Language skills to the extent required by Section 3.10 below. 3.10. LANGUAGE REQUIREMENTS (a) D&B Product orders will be submitted in different languages. IBM shall provide an appropriate number of personnel with reading, writing, and speaking fluency in the following languages: (i) English to process orders and fabricate products in the United States, Canada, and Europe. (ii) French to process orders and fabricate products in the Canada and Europe. (iii) Italian, German, Spanish, and Portuguese to process orders and fabricate D&B Products in Europe. D&B / IBM Confidential A2-15 (b) IBM will provide staff in the countries where D&B receives the Services to the extent necessary to facilitate complex local work or to interface with local D&B teams. D&B / IBM Confidential A2-16 ATTACHMENT A-2-1 POSTAL DATA CLEANSING At a minimum, IBM shall perform the following postal data cleansing services: 1. FIELD-BY-FIELD AUDIT: - - Parse and reformat customer file at D&B - - Verify that at least 65% of records have enough address elements to be helped by postal pre-processing - - Verify that there is one address per record - variations of an address on a single record, i.e., a bill-to and a ship-to, or a street address and a P.O. Box, must be segregated into separate records to be helped by postal processing - - Audit and grade contents of every field in every record for two characteristics: completeness: presence/absence of data; relevance: does it appear that what's in the field belongs there, based on proprietary definitions 2. CONVERT/PARSE/REFORMAT/CORRECT: - - Unless otherwise requested, translate all special characters and character ornamentation to anglicized equivalents - - Unless otherwise requested, convert to correct country location, isolation, and anglicized USPS standard - - Convert to correct postal code location, isolation, and format, including State/Province/Prefecture/County location 3. UTILIZING POSTAL DATA FROM ALL COUNTRIES IN WHICH D&B HAS CUSTOMERS OR DATA SOURCES: - - Validate, correct, add City names, Postal Codes, State/Country/Prefecture/County - - Validate/correct Street Address/P.O. Box information - - Append "best" corrections to original data, return to D&B for matching to WorldBase, add score categorizing each address for accuracy/deliverability - - Prior to match to D&B global data, apply global cleansing software to already cleansed records, to gain even more corrections, and, potentially, more matches - - Use "double-cleansed" address to match to D&B. This shall enable IBM to "correct" additional addresses, addresses postal processing said were uncorrectable, when successfully matching such a record to D&B data - giving D&B access to the D&B version of the customer's address. D&B / IBM Confidential A-2-1-1 ATTACHMENT A-2-2 DATA PROGRAMMING QUALITY CHECKLISTS The following are the minimum quality assurance requirements that Suppie shall use to perform quality checks for Delivery Projects. 1. RMS 1.1. RAM/ERAM CHECKLIST The following checklist applies to New Sale Domestic, New Sale Global, Demos, Refresh (automated), Refresh (new data/revenue), Refresh (new data/non revenue), and other RAM/eRAM products: (a) Check for presence of all three database files (CST, DNB & FIN). (b) Check counts of all three files vs. PDI to ensure counts match. (c) Check to ensure customer data is populated on CST file. (d) Check to ensure that FSS, CS & linkage (Branch/HQ/Dom. UltDuns) data is present on DNB file. (e) If eRAM packet, confirm that Global Ultimate linkage is present on DNB file. (f) Check to ensure that financial summary data is present on FIN file. (g) If Full Financials ordered, check counts vs. support call and presence of detailed financial data in file. (h) Checks for "Y" indicator at the end of the file. 1.2. DATA APPENDS CHECKLIST The following checklist applies to Data Appends, including standard, custom, and competitive showdown products. (a) Check to ensure that output file counts match specs. (b) Check to make sure that data is populated per the specs. (c) Check that file meets output requiremetns per spec (Excel, delimited, fixed fielded, etc...). 1.3. SBRPS CHECKLIST The following checklist applies to SBRPS products: (a) Check to make sure that SAIF & SBBF files are present. (b) Check to make sure that SAIF file meets FI requirements and header record is populated. D&B / IBM Confidential A-2-2-1 (c) Check to make sure that SBBF file is populated correctly and that header record is present. 1.4. SBRI CHECKLIST [To be provided by D&B during Transition] 2. S&MS The following checklists apply to all S&MS products fabricated by Supplier: 2.1. FILE PREPROCESSING (a) Supplier will be expected to complete the appropriate work, e.g. download an emailed or FTPed file, merge multiple files or manipulate data according to the "pre-processing steps" outlined in the project requirements submitted by D&B. The output from Supplier will be a file that can be passed to the next appropriate step for any additional matching and/or data append required to complete the customer order. (b) The quality of Supplier's work will be assessed through a periodic monitoring process along with feedback from S&MS Delivery's contact with customers. (c) An error is realized when the file delivered by the Supplier to S&MS Delivery or to a D&B Customer that does not match the specifications defined in the Project Requirements Document (PRD)/DOE Order and/or when there is an issue on the file the Supplier should have resolved. 2.2. QUALITY ASSURANCE It is the responsibility of Supplier to insure that the deliverable returned to S&MS Delivery is correct and meets the requirements detailed in the project specifications. S&MS Delivery will except 99% defect free on Gold customer's requests and 98% defect free on non-Gold customer requests. 2.3. COUNTS/MAPS (a) Verify the correct selectors were used to create the count(s). (b) Verify the counts were created from the most current data available. (c) Verify the counts fall within the count range as defined within the specifications. (d) Confirm that the correct fields and ranges are employed in the X & Y axis of the Market Analysis Profile (MAP). (e) Verify that the proper control breaks are taking place in a MAP. 2.4. MATCH PROCESSING (a) Verify input file count(s) against the PRD/DOE order prior to processing. (b) Verify that all records are accounted for after the Match has run. D&B / Supplier Confidential A-2-2-2 (c) Check the Match Samples to make sure the customer data was mapped correctly. (d) Check the Match Confidence Codes to make sure the codes are distributed reasonably. (e) Verify that the Bemfab information is included on the file if asked for on Domestic records. (f) Verify the correct Match Grade (7 or 11) was appended. (g) Verify the record length (LRECL) matches layout provided. (h) Verify the correct Match processes was employed (AOS vs DMI), (one pass vs multiple passes) (U.S. vs. Global or a combination of both) & (tight rules vs loose rules). (i) Verify CC (city/country) repairs completed according to standards on Global records. (j) Verify the entire Phone Number was mapped (up to 20 positions). (k) Verify Match audit program ran to completion. 2.5. FLAT FILE/APPEND OUTPUT. (a) Verify the file contains the correct number of records. (b) Verify each record is the correct record length as defined in the record layout. (c) Check to make sure all customer fields are mapped correctly to the layout. (d) Make sure the match data (DUNS number, Match Grade; Confidence Codes etc) start and end as defined in the specifications. (e) Spot check to verify all fields are correctly populated. (f) Make sure all additional QA processes that are defined in the requirement document (MRD/TRD/PRD/DOE/GOE) are performed. (g) Run an audit on the final file and verify that the presence/absence numbers and data frequency are reasonable as predefined by S&MS Delivery. (h) If this is a scheduled job for an existing customer, compare the new audit to the audit from the previous update for consistency and investigate any differences that are not reasonable (10% difference). (i) If the Prospect Universe was created through DOE or GOE, insure the data was pulled properly. D&B / Supplier Confidential A-2-2-3 (j) Ensure the processing performed and the output created match what was requested in the PRD/DOE/GOE. (k) Provide the Project Managers and/or Customer Service Reps with the information necessary for a final Quality Assurance check. 3. SMS The quality checklists applicable to SMS Projects fabricated by Supplier are attached as Annexes A-2-2-a through A-2-2-e to this Attachment. 4. EUROPE The quality checklists above for RMS, S&MS, and SMS in Sections 1, 2, and 3 shall be used for Delivery Projects in Europe. 5. CANADA The following checklist applies to RMS, S&MS, and SMS Delivery Projects for Canada. QUALITY-CANADA: S&MS RMS SMS Output not in specified format X X X Data not in specified format X X X - (e.g. leading zeros, currency fields). Default values/format to be used unless instructions given in specifications - Fields not truncated Data coverage of output is similar to (within 10%) of the X X X overall coverage of the D&B database. If not ensure file is re-checked as customer expectation is to receive similar coverage as the overall database. Check 5% of the file to ensure that the matching has been X X X correctly performed. (Example: Customer input name matches the Legal output name or 1 of the Tradestyle names) Confirm that the overall match rate meets the proposal X X X requirements when a match rate guarantee has been applied (Example: all data rationalization projects have a 75% match rate guarantee) Check order form to validate # of records on output does not X X X exceed purchased amount. In addition validate the country distribution to order form D&B / Supplier Confidential A-2-2-4 All records with a DUNS number must have D&B Legal Name X X X Ensure Inactive records only has Company Name, address and X X X SIC data. All other data should be blanked out. Special instructions not followed (these would be included X X X on the specification form) Number of records not met marketing order expectations X - Customer has ordered x number of records based on predetermined criteria output needs to be within 10% of ordered records RMS RAM & eRAM X - Test import the files to ensure format meets software specifications - For new orders ensure all 3 files (dbfile, finfile & custfile) are sent to the customer. - Validate any custom appends meet import specifications All fields with coded data are either a) decoded to X X X "English" term if on specification form or b) Ensure that all codes in output are present on the D&B layout so that the customer can de-code. File layout & File Summary are always delivered with output. X X X All records with a primary SIC must have a Line of Business X X X All records with linkage information need to be filled, when X X X specified, so that all active records have hierarchy data populated at each level. Validate that all companies with the same site name roll to X X X the same Ultimate DUNS number (Example: All Bank of Montreal companies roll to the same Global Ultimate company) All records returned to customer X X X D&B / Supplier Confidential A-2-2-5 - Number of records on input customer file matches the number of output records on final deliverable D&B / Supplier Confidential A-2-2-6 ANNEX A-2-2A SMS DATA NORMALIZATION PROJECT QUALITY CHECKLIST OVERVIEW D&B SMS Data Normalization PRE-MATCH AND STANDARD LAYOUT PHASE This encompasses initial review of the file, validation, match and Standard Layout Preparation. Verify number of records in file(s) against the TRD or the File Submission form. Sum the dollars in the Mainframe Dataset and verify against the TRD or File Submission Form. - If it doesn't match, notify the PM via email before continuing further. After the PM checks with customer and confirms the difference, continue on. - If it does match, continue. If using the "Standard Layout First" method, - Sequence the original Customer File by making a copy and appending the sequence number to the end. Verify that the number of records in the resulting new file and the last sequence number in the Stndlay is the same. - Use this Sequenced file to create a Standard Layout and then verify that each field in the Stndlay has been correctly placed. - Check that no fields are truncated. - Check that the dollars are now formatted as whole dollars. - Sum again the dollars in the Stndlay and verify against the original sum. (A small difference is acceptable due to rounding into a whole number.) - Do a frequency count on the Country field in the Stndlay (pos 554-573). Make the fields consistent, ex., USA, US, United States. D&B / IBM Confidential A-2-2a-1 If using the "Standard Layout After" method, - Determine which country code, if any, the file contains and use the Country Code conversion feature of CFP. - Create the template to be used in FROMCFP job, either instream or a dataset. Verify the layout positions. - After Match and running of the FROMCFP job which creates the Stndlay, verify that each field in the Stndlay has been correctly placed. - Sum dollars and verify against original total. POST MATCH This encompasses the steps taken directly after match. After running Merger/Dats, verify that the counts equal the total. Verify the purchase dollars and record count. DELIVERABLE This encompasses the steps taken to create Data Normalization 1. Run merger dats - IF NOT ALREADY RUN (SMSC100)- for large jobs or (SMSC101) -for small jobs (under 5000 recs) 2. run sidbs (SMSD001H)- 3. run finance (if needed) (SMSD300) 4. run erp credit (if needed) (SMSD400) 5. run pfm.seams.prodjcl(stapd01) - creates append either check off elements needed or use the datarat pre 'x' packages - Use only if you have a standard package These different packages can be found in pfm.seams.datarat(*) 6. OR if you are running a new data packet after step 3 run new data pack(SMSD275) 7. run pfm.seams.prodjcl(newdat2) 8. IF YOU DON NOT RUN PLUG & PLAY (SMSD275) - RUN PFM.SEAMS.PRODJCL(NEWDATA) OR (NEWNEW ) >>>as of 022004 NEW ORDER OF ELEMENTS D&B / IBM Confidential A-2-2a-2 Run pfm.seams.prodjcl(returns) - will create full, dupes, nodun and document with counts Create output per TRD. Example- txt, xls, mdb,etc. After running the SIDBs in CFP, verify that the number of records in the Supplier file is approximately equal to the number of unique DUNs in the file. After running the Append, check the output messages in the log for errors. Check the Nodetail Dataset-check a couple DUNs to see why they didn't get data appended. Divide the number of no details by the total number of the DUNs'd records in the file; it should be a very small percentage, ex., .05% Check the D&B business name against the customer's business name for a representative (first, middle, last sequence number) and make sure they match, or are realistic. Check in OSP-randomly check a couple of records to see if the correct elements are appended. Ex., CEO name, SIC1, etc. Full, Dupes, Nomatch files-Browse the mainframe datasets and confirm the layout of each element that we are appending. Confirm the record counts and record length After creating output, confirm data against layout, lrecl and record counts. D&B / IBM Confidential A-2-2a-3 ANNEX A-2-2B SMS SPEND ANALYSIS QUALITY CHECKLIST OVERVIEW D&B SMS Spend Analysis provides an in-depth evaluation of a company's supply base. The presentation segments a customer's supplier-base by corporate family, industry, socioeconomic status, risk, and geography. A customer will learn who its largest suppliers are, which ones are most dependent on its business, which industries they operate in, and what risk is associated with those suppliers. The outcome is a detailed analysis of the strengths and weaknesses of a customer's supply base. \ The deliverable is in Powerpoint and Excel. PRE-MATCH AND STANDARD LAYOUT PHASE This encompasses initial review of the file, validation, match and Standard Layout Preparation. Verify number of records in file(s) against the TRD or the File Submission form. Sum the dollars in the Mainframe Dataset and verify against the TRD or File Submission Form. - If it doesn't match, notify the PM via email before continuing further. After the PM checks with customer and confirms the difference, continue on. - If it does match, continue. If using the "Standard Layout First" method, - Sequence the original Customer File. Verify that the number of records in the resulting file and the last sequence number in the Stndlay is the same. - Use this Sequenced file to create a Standard Layout and then verify that each field in the Stndlay has been correctly placed. - Check that no fields are truncated. - Check that the dollars are now formatted as whole dollars. - Sum again the dollars in the Stndlay and verify against the original sum. (A small difference is acceptable due to rounding into a whole number.) - Do a frequency count on the Country field in the Stndlay (pos 554-573). Make the fields consistent, ex., USA, US, United States. D&B / IBM Confidential A-2-2b-1 If using the "Standard Layout After" method, - Determine which country code, if any, the file contains and use the Country Code conversion feature of CFP. - Create the template to be used in FROMCFP job, either instream or a dataset. Verify the layout positions. - After Match and running of the FROMCFP job which creates the Stndlay, verify that each field in the Stndlay has been correctly placed. - Sum dollars and verify against original total. POST MATCH This encompasses the steps taken directly after match. After running Merger/Dats, verify that the counts equal the total. Verify the purchase dollars and record count. DELIVERABLE PREP This encompasses the steps taken to create Spend Analysis. After creating the template, verify the DUNs that the PM gave you on the TRD in OSP by cutting and pasting into OSP. Type the customer's name into template and verify spelling against TRD. After running the SIDBs in CFP, verify that the number of records in the Supplier file is approximately equal to the number of unique DUNs in the file. After running the Spend in CFP, wait a bit to make sure that it FTP'd properly before looking at the Dataset. The job may finish in CFP, but the datasets may not have made it to the mainframe yet. As a quality check after the report Macros (Top.XLS) have been completed a review of each report in the Print Preview Mode should be completed. The review should include looking at the beginning (top) of the report and at the end (bottom) of the report. If there are less than 100 change the title to "TOP" without a number after it. In addition if any fields have been formatted incorrectly (i.e. column is unusually wide) correct at this time. D&B / IBM Confidential A-2-2b-2 DELIVERABLE PREP This encompasses the steps taken to create Spend Analysis. When reviewing the presentation if the title does not fit into the area provided for the customer. The font should be made just a little smaller (i.e. from 44 to 40 or 36). Slide 4 should be checked against the Final Proc Tabulate Slide 11, 12, and 13 should be the same industries which appear in the first 3 positions on slide 10. Another quick check to make sure everything is okay is to add up the dollar percents on the graph in slides 11, 12, and 13 and they should come very close to the dollar percent on slide 10 for that industry. This does not have to be going into the spreadsheet and getting the exact figures, I think by just eyeballing the graphs you should have a good idea if the information is correct or not Slide 14 can be checked against the SICDLR01.XLS report. Reviewing these SIC groups by dollars and number of suppliers should ensure that the correct files were run Slide 15 should have the same Top 10 SIC codes as are in the Top 10 on Slide 14 Slides 16, 17, and 18 should be reviewed against the SIC8DLR.XLS file. A comparison of dollars and numbers should be completed Slide 19 should be reviewed against the SICSUP01.XLS report. Reviewing these SIC groups by dollars and number of suppliers and order to be identical. Slide 20 should have the same Top 10 SIC codes as are in the Top 10 on Slide 19 Slides 21 through 28 can be checked by linking back to the Excel Spreadsheet, however if all the links are in place and were updated when the presentation was originally open there should not be any problems here Slide 29 should be reviewed against the ULTSUP01.XLS report. Reviewing the companies by dollars, number of suppliers and order of supplier should be identical Slide 30 should be reviewed against the ULTDLR01.XLS report. Reviewing the companies by dollars, number of suppliers and order of supplier should be identical D&B / IBM Confidential A-2-2b-3 Slides 31 through 37 can be checked by linking back to the Excel Spreadsheet, however if all the links are in place and were updated when the presentation was originally open there should not be any problems here. Slide 38 can be determined if the link is present by seeing your project customer name in the graph. Remember to put this name in the 2 places in the Header. If after changing the name the Header does not fit in the header section lower the font size on the Very Large font items to a point where everything will fit in the section Slides 39 through 46 can be checked by linking back to the Excel Spreadsheet, however if all the links are in place and were updated when the presentation was originally open there should not be any problems here Slide 47 can be determined if the link is present by seeing your project customer name in the graph. Remember to put this name in the 2 places in the Header. If after changing the name the Header does not fit in the header section lower the font size on the Very Large font items to a point where everything will fit in the section. Slides 47 through 55 can be checked by linking back to the Excel Spreadsheet, however if all the links are in place and were updated when the presentation was originally open there should not be any problems here D&B / IBM Confidential A-2-2b-4 ANNEX A-2-2C SMS MWOB QUALITY CHECKLIST OVERVIEW D&B SMS Enhanced MWOB The MWOB (Minority and Woman Owned Business) package is a lower end product designed to help customers meet federal reporting and compliance standards. Revenue is based on the number of records submitted by the customer. Deliverable records are all Duns Numbered records with MWOB data appended. Records without a Duns or without appended information are not returned. Deliverable layout is the Seams Standard layout with MWOB data appended. The standard deliverable does not return the customer record, duplicate or no match files. PRE-MATCH AND STANDARD LAYOUT PHASE This encompasses initial review of the file, validation, match and Standard Layout Preparation. Verify number of records in file(s) against the TRD or the File Submission form. Sum the dollars in the Mainframe Dataset and verify against the TRD or File Submission Form. - If it doesn't match, notify the PM via email before continuing further. After the PM checks with customer and confirms the difference, continue on. - If it does match, continue. D&B / IBM Confidential A-2-2c - 1 If using the "Standard Layout First" method, - Sequence the original Customer File. Verify that the number of records in the resulting file and the last sequence number in the Stndlay is the same. - Use this Sequenced file to create a Standard Layout and then verify that each field in the Stndlay has been correctly placed. - Check that no fields are truncated. - Check that the dollars are now formatted as whole dollars. - Sum again the dollars in the Stndlay and verify against the original sum. (A small difference is acceptable due to rounding into a whole number.) - Do a frequency count on the Country field in the Stndlay (pos 554-573). Make the fields consistent, ex., USA, US, United States. If using the "Standard Layout After" method, - Determine which country code, if any, the file contains and use the Country Code conversion feature of CFP. - Create the template to be used in FROMCFP job, either instream or a dataset. Verify the layout positions. - After Match and running of the FROMCFP job which creates the Stndlay, verify that each field in the Stndlay has been correctly placed. - Sum dollars and verify against original total. POST MATCH This encompasses the steps taken directly after match. After running Merger/Dats, verify that the counts equal the total. Verify the purchase dollars and record count. DELIVERABLE PREP This encompasses the steps taken to create the Enhanced MWOB. STEP 1 Match / filter file using standard SCS processes STEP 2 Create Standard Layout STEP 3 1. Run SIDBs: SMSD001H After running the SIDBs in CFP, verify that the number of D&B / IBM Confidential A-2-2c - 2 records in the Supplier file is approximately equal to the number of unique DUNs in the file. STEP 4 Run MWOBAPND from the PRODJCL library or SMSM100 in Plug n Play to append MWOB package to the end of the Standard Layout- After running the Append, check the output messages in the log for errors. STEP 5 Download file to your PC. STEP 6* Make a copy of the MWOB Template Access Database STEP 7 Import the file you downloaded into access. An import template is already defined. Save the imported file to the existing MWOB table. After importing into Access template, verify that the MWOB table contains the right amount of records. (Should be equal to the total number of records.) STEP 8 Verify the files imported correctly and give the database to the project manager. Scan the MWOB table and make sure everything looks right; the product is run from the Stndlay so the customer is seeing what you put there. Note: Records may not be in the same sequence as the original file was delivered. Records are sorted by DUNS number, unmatched records listed first. *****As a check, run the reports and verify that your record counts and dollars are correct. STEP 9 PM reviews the MWOB table and deletes any inaccurate data. DO NOT DELETE ENTIRE RECORD. STEP 10 PM run the Build Source Table Marco STEP 11 PM runs the Combined Reports, save as a RTF by clicking on the "W" on the menu bar. STEP 12 PM runs the Extract Records for Delivery macro to create the "OUTPUT TO CUSTOMER" table. Use the Save As function in Access to create a file in the format requested by the customer. *from Step 6 on the directions are included in the Access Database Template. D&B / IBM Confidential A-2-2c - 3 ANNEX A-2-2D SUPPLIER OPTIMIZER FULL QUALITY CHECKLIST TASKS ADDITIONAL COMMENTS [ ] Load client files into Consolidator database [ ] Copy Master Access Database from Fulfillment Intranet site to client specific folder on DB1 server. [ ] Import customer files into database. [ ] Import the Client Data file into the SourceFile_CustomerData table. [ ] Import the Client Transaction file into the SourceFile_Transactions Table [ ] Import the Business Unit file into the LoadFile_BusinessUnit table [ ] Import the Client Systems file into the LoadFile_ClientSystems table. (If applicable) [ ] Import the Contract file into the LoadFile_Contract table. (If applicable) [ ] Import the Chart of Accounts file into the SourceFile_ChartofAccounts table(If applicable) [ ] Notify Project Manager that Consolidator is ready for Source File Validations. [ ] Validate Client Data within Consolidator Tool [ ] SourceFile Cross Reference Reports The Transaction Table XREF report must be empty. Any records identified must be corrected before moving forward with the process. Run the Business Unit Hierarchy Viewer within the Consolidator Tool. [ ] Ensure Business Unit Hierarchy reporting structure is correct If Hierarchy builds without errors, reporting structure is good. [ ] After given ok by Project Manager to continue, create extract file of This file will be used for e-match on Sourcefile_CustomerData. mainframe. [ ] Process file through E-Match process [ ] Notify P.M. of results from E-Match Process (Proctab) [ ] Send records to Lookup [ ] Process Plug-N-Plays [ ] Load DUNS QC Tool See DUNS QC Tool Documentation for more info. [ ] After Project Manager completes DUNS QC Tool process, move data from DUNS QC Tool to mainframe. Update DUNS Numbers on CustomerData file with results on E-Match file. [ ] Process Plug-N-Plays [ ] SMSO050 [ ] SMSO095 [ ] SMSO300 [ ] SMSO400 [ ] SMSO450 TASKS ADDITIONAL COMMENTS [ ] Load D&B Files into Consolidator Database [ ] Import PFM.SEAMS.custname.TR####.CUSTOMER file into SourceFile_CustomerData table [ ] Import PFM.SEAMS.custname.TR####.FINAL file into SourceFile_DBData table [ ] Import PFM.SEAMS.custname.TR####.LINK file into SourceFile_Linkage table D&B / IBM Confidential A-2-2d - 1 D&B / IBM Confidential A-2-2d - 2 ANNEX A-2-2e SMS SUPPLY OPTIMIZER REFRESH QUALITY CHECKLIST TASKS ADDITIONAL COMMENTS [ ] Load client files into Consolidator database [ ] Copy Refresh Master Access Database from Fulfillment Intranet site to client specific folder on DB1 server. [ ] Receive SO Cl_Supp_Master Extract file from Application Consultant [ ] Import customer files into database. [ ] Import the SO Cl_Supp_Master Extract file into the Previous_SO_Cl_Supp_Master table. [ ] Import the Client Data file into the SourceFile_CustomerData table. [ ] Import the Client Transaction file into the SourceFile_Transactions Table [ ] Import the Business Unit file into the LoadFile_BusinessUnit table [ ] Import the Client Systems file into the LoadFile_ClientSystems table. (If applicable) [ ] Import the Contract file into the LoadFile_Contract table. (If applicable) [ ] Import the Chart of Accounts file into the SourceFile_ChartofAccounts table(If applicable) [ ] Import any tables from the previous Consolidator database. [ ] Import the LoadFile_BusinessUnit table from previous Leave new table name as Consolidator database. LoadFile_BusinessUnit1 [ ] Import the LoadFile_Contract table from previous Consolidator Leave new table name as database.(If being used) LoadFile_Contract1 [ ] Import the LoadFile_ClientSystem table from previous Leave new table name as Consolidator database.(If being used) LoadFile_ClientSystem1 [ ] Import the SourceFile_ChartofAccounts table from previous Leave new table name as Consolidator database.(If being used) LoadFile_ChartofAccounts1 [ ] Import Lookup_UNSPSC table from previous Consolidator database. [ ] Run Customer Data Source System Listing Query Forward results to PM [ ] Run Queries to append Previous tables with new tables. [ ] Run "Business Unit Append" to append the previous Business Unit If Business Unit record is already data to the LoadFile_BusinessUnit Table. on table, query will not append. [ ] Run "Client Systems Append" to append the previous Business If Client System record is already Unit data to the LoadFile_ClientSystem.(If being used) on table, query will not append. D&B / IBM Confidential A-2-2e - 1 TASKS ADDITIONAL COMMENTS [ ] Run "Chart of Accounts Append" to append the previous If Chart of Accounts record is Business Unit data to the SourceFile_ChartofAccounts Table.(If already on table, query will not being used) append. [ ] Run "Contracts Append" to append the previous Business Unit If Contracts record is already on data to the LoadFile_Contract Table.(If being used) table, query will not append. [ ] Run "SourceFile CustomerData Duns Nbr Update" to update the DUNS for any previously matched records. [ ] Run "SourceFile CustomerData Append" to append any customer If Client System records is records. already on table, query will not append. [ ] Run Transaction Summary Query This will produce a report summing up the transaction amount by Period Code and System Code. Forward report to PM [ ] Notify Project Manager that Consolidator is ready for Source File Validations. [ ] Validate Client Data within Consolidator Tool [ ] SourceFile Cross Reference Reports The Transaction Table XREF report must be empty. Any records identified must be corrected before moving forward. [ ] Ensure Business Unit Hierarchy reporting structure is correct. Run the Business Unit Hierarchy Viewer with the Consolidator tool. If Hierarchy Viewer builds with errors, the reporting structure is good. [ ] After given ok by Project Manager to continue, create extract file of This file will be used for e-match Sourcefile_CustomerData. on mainframe. [ ] Send extract file of CustomerData through Merger/Dats [ ] Create file containing Non-DUNS numbered records. [ ] Send Non-DUNS numbered records through E-Match. [ ] Notify PM with results from E-Match (Proctab) [ ] Send records to Lookup [ ] Load DUNS QC Tool See DUNS QC Tool Documentation for more info. [ ] After Project Manager completes DUNS QC Tool process, move data from DUNS QC Tool to mainframe. [ ] Update DUNS Numbers on CustomerData file with results on E-Match file. TASKS ADDITIONAL COMMENTS [ ] Import Mainframe Customer Data file into SourceFile CustomerData Table in Consolidator Database. [ ] Process Plug-N-Plays [ ] SMSO050 [ ] SMSO095 [ ] SMSO300 [ ] SMSO400 [ ] SMSO450 [ ] Load D&B Files into Consolidator Database [ ] Import PFM.SEAMS.custname.TR####.CUSTOMER file into Use "Customer Import SourceFile_CustomerData table Specification" import spec. [ ] Import PFM.SEAMS.custname.TR####.FINAL file into Use "DB Data Import Specification" SourceFile_DBData table import spec. [ ] Import PFM.SEAMS.custname.TR####.LINK file into Use "Linkage Import Specification" SourceFile_Linkage table import spec. D&B / IBM Confidential A-2-2e - 2 D&B / IBM Confidential A-2-2e - 3 EXHIBIT A-3 TRANSACTION PROCESSING SERVICES TABLE OF CONTENTS 1. Definitions................................................ 2 1.1. Certain Definitions............................... 2 1.2. Other Definitions................................. 2 2. In-Scope Locations......................................... 2 3. Hours of Operation......................................... 3 4. Transaction Processing Data................................ 3 5. Service Descriptions....................................... 4 5.1. Data Collection and Entry Process Description..... 4 5.2. Error Re-work..................................... 5 5.3. Additional IBM Responsibilities................... 5 5.4. Management of Third Party Data Providers.......... 6 5.5. Transaction Processing Workflow Diagrams.......... 6 6. Customer Satisfaction...................................... 7 7. IBM Personnel Minimum Qualifications....................... 7 8. Language and Currency Requirements......................... 7 TABLE OF ATTACHMENTS A-3-1 - Transaction Processing Data Sources A-3-2 - Transaction Processing Workflows D&B / IBM Confidential A-3-1 EXHIBIT A-3 TRANSACTION PROCESSING SERVICES This Exhibit describes the Transaction Processing Services IBM shall provide. 1. DEFINITIONS 1.1. CERTAIN DEFINITIONS (a) "Ad Hoc Data" shall have the meaning given in Exhibit B-3 (Transaction Processing Service Levels). (b) "Detrimental Data" has the meaning provided in Section 4(a). (c) "Financial Data" has the meaning provided in Section 4(d). (d) "Legal Data" has the meaning provided in Section 4(c). (e) "Press Data" has the meaning provided in Section 4(e). (f) "Registration Data" has the meaning provided in Section 4(b). (g) "TP Data" has the meaning provided in Section 4(a). 1.2. OTHER DEFINITIONS Capitalized terms not defined in this Exhibit A-3 (Transaction Processing Services) shall have the meaning given to them in Schedule A (IBM Services and Solution) or elsewhere in the Agreement. 2. IN-SCOPE LOCATIONS IBM shall provide Transaction Processing Services for businesses and data in the United Kingdom and Ireland (collectively referred to as "UK"), Belgium, Luxembourg and the Netherlands (collectively referred to as "Benelux"), Italy, and any of the hundreds of emerging market countries in which there are businesses included in the D&B database (collectively referred to as "Emerging Markets"). Each of these regions has unique processes, technologies, and language requirements that IBM shall accommodate and integrate into its overall solution and service delivery approach. The chart below describes the TP Data types (defined in Section 4) and Services that are in-scope as of the Effective Date for each region. DETRIMENTAL DATA REGISTRATION DATA PRESS DATA LEGAL DATA AD HOC DATA ERROR REWORK ---------------- ----------------- ---------- ---------- ----------- ------------ BENELUX No No No No Yes Yes ITALY Yes Yes Yes No No Yes UK No No Yes No No Yes D&B / IBM Confidential A-3-2 DETRIMENTAL DATA REGISTRATION DATA PRESS DATA LEGAL DATA AD HOC DATA ERROR REWORK EMERGING MARKETS Yes Yes Yes Yes No Yes 3. HOURS OF OPERATION (a) IBM shall establish normal business hours for personnel providing Transaction Processing Services that enable IBM to (i) meet or exceed the Service Levels and (ii) comply with the obligation in Section 5 to submit daily jobs for mainframe batch processing by the times specified in Schedule B (Service Levels). (b) In addition to normal business hours, IBM Personnel shall work overtime and weekends when necessary to accommodate spikes in TP Data or demand for Services, to clear backlogs, to achieve the Service Levels, and to meet applicable customer and month-end deadlines. 4. TRANSACTION PROCESSING DATA The types of data for which IBM will be responsible for providing Transaction Processing Services include Registration, Legal, Financial, Detrimental, Press, and Ad Hoc Data (collectively, "TP Data"). Attachment A-3-1 (TP Data and TP Data Sources) contains a more detailed description of the types of TP Data that exist as of the Effective Date and the data sources with which IBM will be required to interface to collect it ("TP Data Sources"). The list of data types and sources in Attachment A-3-1 (TP Data and TP Data Sources) is a partial list of TP Data and TP Data Sources existing as of the Effective Date from which IBM will receive TP Data and it will continue to evolve during the Term. (a) "Detrimental Data" is business information relating to companies that are subject to a legal, regulatory, or other detrimental action that may affect D&B ratings, risk indicators, or credit recommendations. IBM shall ensure Detrimental Data is available to D&B customers via D&B online products within 24 hours of that data first becoming publicly available. (b) "Registration Data" is regularly filed business registration and related filings provided to local government entities, including: (i) VVK (i.e., Chamber of Commerce) Updates in the Netherlands; (ii) VAT registration statements in Belgium; (iii) updated information received from Italian Chamber of Commerce (e.g., address changes, principal changes, legal procedure, cessation, etc.) in Italy; and (iv) annual returns and ad hoc business registration data in the UK. (c) "Legal Data" is information about non-detrimental legal events (i.e., information about events that do not impact D&B ratings) relating to the property or other assets of a business, including (i) Official Government Register notification of registration of an unpaid bill in Italy (i.e., a protested bill); and (ii) an official county court judgment registration in relation to an unpaid loan or bill in the UK. Legal data is critical information relied upon by customers making key business decisions. D&B / IBM Confidential A-3-3 (d) "Financial Data" is business information filed by a company with an official registry or other public institution, including balance sheet information, financial statements, and details of directors, shareholders, company head offices and local units. (e) "Press Data" is non-detrimental business information (i.e., information about events that do not impact D&B ratings) collected from local press publications, including news stories about company financial results, executive changes, financial distress data, large contracts, data about mergers, acquisitions, disposals, and other corporate restructuring events. 5. SERVICE DESCRIPTIONS 5.1. DATA COLLECTION AND ENTRY PROCESS DESCRIPTION (a) IBM shall receive TP Data in a variety of formats, including paper documents in limited circumstances and electronic files with imaged documents, from government agencies and registries, courts, businesses, third party data providers, and other sources designated by D&B. (b) IBM shall use data mining tools to locate publicly available Press Data. (c) IBM shall review and interpret TP Data to gain an understanding of the content and the revisions required prior to entering it into D&B systems and databases. TP Data is used by customers to make key business decisions. Inaccurate categorization of such data will lead to lawsuits and loss of revenue to D&B. (d) IBM shall contact companies via telephone in Italy to verify Registration Data received from D&B or third parties and to solicit and obtain additional data as necessary to make the case file into which such data is to be entered accurate, complete, and current. (e) IBM shall revise TP Data to correct spelling and grammatical errors and to extract "wordy" text before keying it into D&B systems. (f) After reviewing, interpreting, and revising TP Data, IBM shall enter TP Data elements into the appropriate coded fields in D&B systems in a manner that: (i) Complies with the data entry procedures. (ii) Adheres to D&B defined formatting and standards designed to reduce error instances. (iii) Satisfies all PC and mainframe system validations. (g) IBM shall send processed TP Data to an FTP address designated by D&B on a regular basis (and always on a daily basis as necessary to meet the Service Levels and to ensure updates are captured in D&B's mainframe overnight batch cycle. D&B / IBM Confidential A-3-4 5.2. ERROR RE-WORK D&B mainframe and relational databases have a number of system validations designed to ensure quality and consistency of the information entered on the D&B database by bulk loads from data sources, third party data processing vendors, or data entry operators. Each day, these systems will generate a list of errors that have occurred during the prior twenty-four (24) hours. (a) IBM shall receive the list of errors, investigate and ascertain the cause of each error (e.g., ELVIS and VGER errors), take appropriate action to resolve the errors, and resubmit the relevant data elements in accordance with the applicable process. (b) IBM shall track the number of errors and the types of errors using error codes proposed by IBM and approved by D&B. 5.3. ADDITIONAL IBM RESPONSIBILITIES (a) IBM shall follow documented D&B procedures made available to IBM relating to the entry of TP Data and utilize the built-in validation capabilities in tools and software used to provide the Services in order to ensure consistency in formatting, use of abbreviations and truncation, and other data entry attributes, including: (i) Adhering to D&B's formatting and standards to reduce the instances of system validations causing error messages; (ii) Ensuring each data element is entered into the appropriate coded field; (iii) Ensuring IBM Personnel use correct grammar and spelling, particularly for data that requires interpretation and revision before being entered into D&B databases; and (iv) Formatting data correctly in all aspects (e.g., grammar, sentence flow) to ensure that it meets the high standards expected by D&B and its customers. (b) IBM shall perform regular manual, quality check audits on a statistically significant sample of records processed by IBM Personnel each month to ensure accuracy, quality, and compliance with D&B processes and procedures. (c) IBM Personnel providing the Transaction Processing Services shall maintain in-depth understanding of: (i) Current global and local D&B internal policies that are relevant to Transaction Processing. (ii) Local external statutory and legislative regulations in each market where Transaction Processing Services are performed. In addition, IBM shall act to pro-actively obtain details of amendments to any applicable laws and regulations and promptly adjust its solution to ensure compliance. D&B / IBM Confidential A-3-5 (d) IBM shall work with D&B help desk and data managers to resolve issues and problems relating to Transaction Processing Services, including improving and enhancing existing process workflows. (e) IBM shall work closely with the D&B supply managers to ensure D&B retains consistent and visible policies and procedures for managing third party data providers. (f) IBM shall provide support to D&B to help identify opportunities for cost reduction that do not compromise quality or speed of service to D&B's customers. (g) IBM shall perform the Services at least with the same level of quality and speed performed by D&B prior to the Effective Date. (h) Following completion of the Transition, IBM shall provide IBM Personnel with appropriate training at regular intervals, including by providing training in D&B systems, tools, policies and processes (e.g., DUNS Right), and by providing language skill enhancement training programs to the extent necessary to deliver the Service and to meet the requirements in this Exhibit A-3 (Transaction Processing Services). (i) IBM shall perform the Transaction Processing Services in a manner that complies will all applicable local rules, regulations, and laws, including the "Guida del Reporter", "Detrimental Guida", "Procedura Lavorazione", and "Lavorazioni EDE". 5.4. MANAGEMENT OF THIRD PARTY DATA PROVIDERS D&B will retain responsibility for negotiating and managing contracts with third party TP Data Sources. IBM shall be responsible for monitoring the timely submission and quality of TP Data provided by TP Data Sources. IBM's responsibilities in this regard include: (a) Interfacing with TP Data Sources as necessary to receive TP Data directly from the TP Data Sources (via e-mail, courier, fax, FTP, or other means). (b) Ensuring TP Data Sources submit the volume and type of TP Data they are required to submit in a timely manner. (c) Logging and escalating to D&B issues with the quality or timely submission of TP Data. (d) Reporting on third party performance on a monthly basis. 5.5. TRANSACTION PROCESSING WORKFLOW DIAGRAMS The process workflow diagrams for TP Data from Italy are attached as Attachment A-3-2 (Transaction Processing Italy Workflow Diagrams). Except where expressly indicated therein, IBM shall be responsible for all process steps. The process diagram is not intended to limit the scope of IBM's responsibilities under this Section 5. D&B / IBM Confidential A-3-6 6. CUSTOMER SATISFACTION D&B will measure the satisfaction of its customers with D&B products and services. If D&B determines that customer satisfaction is dropping or otherwise unsatisfactory, and that the accuracy, timeliness, or completeness with which IBM enters TP Data into the D&B databases is one of the causes of such problems, then the Parties shall jointly develop an improvement plan to address the problems, which may include adjusting the Service Levels. Once agreed, IBM shall promptly implement the measures documented in the improvement plan. 7. IBM PERSONNEL MINIMUM QUALIFICATIONS At a minimum, all IBM Personnel providing Transaction Processing Services shall have the following skillsets and qualifications: (a) Strong written and oral language, grammar, and spelling skills in the languages specified in Section 8 below. (b) Intermediate PC skills (data entry system, e-mail, MS Word, MS Excel). (c) Basic problem analysis skills for solving system validations. (d) Strong data entry skills. (e) Ability to follow processes and procedures. (f) High level of cultural and business understanding of the county for which they are providing the Services, including legal business forms, and business practice. 8. LANGUAGE AND CURRENCY REQUIREMENTS (a) IBM shall provide personnel with language skills that are satisfy the criteria in Section 8(b) below and that are sufficient to enable such personnel to: (i) Interact with local customers and the D&B sales force, across all regions and aspects of the Transaction Processing Services. (ii) Revise grammar, spelling, and sentence structure of TP Data prior to entering it into D&B systems. (iii) Read and interpret incoming data in the local language, comprehend the type of data received, and enter data and information onto the database accurately. D&B / IBM Confidential A-3-7 (b) IBM Personnel performing Transaction Processing shall have the following minimum language skills: DATA COLLECTION AND ENTRY SERVICES ERROR-RE-WORK UK Market Native English Fluent(B) English Italy Market Native Italian Fluent(B) Italian Netherlands Market Native or Fluent(A) Dutch Fluent(B) Dutch Belgium Market Native French and Flemish Fluent(B) French and Flemish Luxembourg Market Native French and Fluent(A) German Fluent(B) French and German (i) Fluent (A) means ability to read, write and speak fluently, but with some grammatical errors and a slight accent. (ii) Fluent (B) means ability to understand without error all written communication including legal terms and to write without grammatical error. Ability to speak fluently is not a requirement. (iii) Native means ability to write, and understand the language and the culture, making no grammatical errors, in a manner that is indistinguishable from a person born and raised in the country for which the Services are being provided. D&B / IBM Confidential A-3-8 ATTACHMENT A-3-1 TRANSACTION PROCESSING DATA SOURCES 1. UK AND IRELAND DATA SOURCES VENDOR NAME Absolute Data Solutions (ADS) BACS Ltd Companies House Dept Trade & Industry CI Law Agency ICC Information Network Services (INS) Trans Island Company Searches Ltd Registry Trust Ltd Registry of Companies, Credit Unions & Provident Societies Royal Mail UK Changes Divine Information Services D&B / IBM Confidential A-3-1 - 1 Spectrum Computer Services Direct Link Registry of companies Hays Accountancy Personnel Hays Customer Solutions PH Group Sebeco Mediaphone UK Corp Data SEBECO Journal Transfers Thomson Financial Ltd D&B / IBM Confidential A-3-1 - 2 2. BENELUX DATA SOURCES 2.1. DATA SOURCES IN BELGIUM & LUXEMBOURG DATA PURCHASE SOURCE OF DATA (NAME OF OR DATA PUBLIC/ MARKET VENDOR) PROCESS PRIVATE TYPE OF DATA TYPE OF MEDIA - ---------------------------------------------------------------------------------------------------------------------------- Belgium Active Media Purchase Private Fleet Data Bulk Load - Via Email Belgium Belgacom Purchase Private On line telephone numbers + fax Intranet number Belgium Chamber of Commerce / Purchase Public Failures, negative data, summons Paper/Email/Fax Court of Employment social security Belgium Euro DB Purchase Private Sole propritorship New business Bulk Load - Via Email details Belgium Intrum Justia Purchase Private Negative data Bulk Load - Via Email Belgium Ministry of finance Purchase Public Registered contractor data Bulk Load -Tape Belgium Ministry of finance Purchase Public VAT registrations Bulk Load -Tape Belgium Nationale Bank van Belge 1 Purchase Public Financial Internet Belgium Nationale Bank van Belge 2 Purchase Private Protested bills Email Belgium Nationale Bank van Belge 3 Purchase Public Balance sheets + directors Internet Belgium Post -Mutapost Purchase Private Address data (New & Changes) Weekly Diskette Belgium SNT Process Private Commercial Managers MDB File/Email Belgium UCAD Process Private Public Data Information -(Moniteur Data Entry Tool D&B extraction Belge data) New Companies, from Monitor Belge Changes Belgium ITT Promedia Purchase Private CD-ROM Telephonenumbers CD Rom Belgium Credoc Purchase Private CD-ROM Publications CD Rom Luxemburg Victor Buck Purchase Private Newspaper Offical Gazette Newspaper Offical Gazette Luxemburg Victor Buck Purchase Private Data on new registered com CD Rom Luxemburg Mercator Purchase Private Financial Data & Activity Online Data on LX companies SOURCE OF DATA (NAME OF MARKET VENDOR) PROCESS TYPE PROCESSED WHERE REJECTS - WHERE ? - ------------------------------------------------------------------------------------------------------------------------- Belgium Active Media Automatic - Match Rotterdam NA Belgium Belgacom Online Lookup Bulk Data Team NA Belgium Chamber of Commerce / Outsourced UCAD Ucad Failures. Bulk Data Rejects Court of Employment summons Belgium Euro DB Automatic FTP to UK by D&B Belgium Bulk Data Team Belgium Intrum Justia Automatic Direct FTP to UK by Vendor Bulk Data Team Belgium Ministry of finance Automatic BL Load Tape and FTP Data Public Data Team Belgium Ministry of finance Automatic Post to UK by D&B Belgium UCAD Belgium Nationale Bank van Belge 1 Automatic FTP to UK by D&B Belgium Bulk Data Team Belgium Nationale Bank van Belge 2 Automatic Bulk Data Team & UK Bulk Data Team Belgium Nationale Bank van Belge 3 Online Lookup Bulk Data Team Bulk Data Team Belgium Post -Mutapost Outsourced UCAD Bulk Data Team Belgium SNT Automatic/Outsourced SNT Bulk Data Team Belgium UCAD Outsourced - Direct UCAD Bulk Data Team input into Nike Belgium ITT Promedia Manual Lookup Bulk Data Team Manual Lookup Bulk Data Team Belgium Credoc Manual Lookup & Data Bulk Data Team Entry Luxemburg Victor Buck Bulk Data Team Manual Lookup & Data Bulk Data Team Entry Luxemburg Victor Buck Bulk Data Team Manual Lookup & Data Bulk Data Team Luxemburg Mercator Entry Bulk Data Team SOURCE OF DATA (NAME OF VOLUME OF LOCALLY HANDLED MARKET VENDOR) ADDED INFO REJECTS REC (AVG) PER MONTH SEASONAL FLUCTUATIONS - ------------------------------------------------------------------------------------------------------------------------------------ Belgium Active Media Not loaded into NIKE. Contract to NA NA end 2004, mainly marketing Data Belgium Belgacom Data is available via the intranet. 5 NA NA Possible searches Quick Search - Reverse Search. Changes to Phone Numbers Belgium Chamber of Commerce / See Total Rejects July & Aug less work as Court of Employment Courts closed. September- October higher after break Belgium Euro DB See Total Rejects NA Belgium Intrum Justia NA Belgium Ministry of finance NA Belgium Ministry of finance UCAD - manual input of rejected 900 NA data via the automatic Bulk Load Belgium Nationale Bank van Belge 1 See Total Rejects Peak Financial Statements May-June & Year End. Leading to increase in Rejects Belgium Nationale Bank van Belge 2 Create Different files, 1 for Nike- See Total Rejects NA UK, 1 for BL EOS Belgium Nationale Bank van Belge 3 Adhoc Requests to verify data & See Total Rejects Based on Customer Queries add Balance Sheets not Bulk Loaded Belgium Post -Mutapost File received & sent to UCAD for See Total Rejects NA Matching & Processing Belgium SNT D&B supply SNT a file of records See Total Rejects NA to do interviews on, SNT enter data and send back Excel File via Email for Automatic Loading by D&B BL Belgium UCAD UCAD - Manual entering of Data See Total Rejects NA from Monitor Belge Belgium ITT Promedia Follow up checks for missing Data Publications from Monitor Belge used to verify Data Belgium Credoc during Interviews Reactive on LX Companies when Customer Questions data Luxemburg Victor Buck Reactive on LX Companies when Customer Questions data Luxemburg Victor Buck Reactive on LX Companies when Luxemburg Mercator Customer Questions data SOURCE OF DATA (NAME OF MARKET VENDOR) SPEED OF SERVICE HUMAN INTERVENTION FREQUENCY - --------------------------------------------------------------------------------------------------------------- Belgium Active Media same day To run bulk load Quarterly Belgium Belgacom same day Online Look Up & Daily Input data to Nike Belgium Chamber of Commerce / Bancrupties 1 day. Summons Post work to UCAD Daily from Courts Court of Employment same day & Rejects Belgium Euro DB 1 day after FTP to UK & Rejects Monthly (3rd wee Belgium Intrum Justia 1 day after Rejects Daily Belgium Ministry of finance 1 day after Loaded Tape, FTP Monthly and Rejects Belgium Ministry of finance 5 Working Days Post Tape Monthly Belgium Nationale Bank van Belge 1 1 Day After Internet Weekly download,FTP & Belgium Nationale Bank van Belge 2 1 day after Splitting of Files and Monthly Loading into Nike, sending to UK and Rejects Belgium Nationale Bank van Belge 3 48 hours Lookup, Entering Daily Data & Rejects Belgium Post -Mutapost (UCAD 5 days, 1 day after for Sending of Data to Weekly rejects) UCAD & Rejects Belgium SNT SNT Service Level 3-4 weeks Supply of Data to Monthly SBT, Receipt of Data Back, Loading & Rejects Belgium UCAD 1 day After Rejects & Quality Daily Assurance Checks Belgium ITT Promedia same day Online Look Up & Daily Input data Phone Numbers Belgium Credoc same day Online Look Up Daily verification & potential updates Manual Look Up verification & Luxemburg Victor Buck 48 Hours potential updates Daily Online Look Up verification & Luxemburg Victor Buck 48 Hours potential updates Daily Online Look Up Luxemburg Mercator 48 Hours verification & Daily potentialupdates D&B / IBM Confidential A-3-1 - 3 2.2. DATA SOURCES IN THE NETHERLANDS DATA SOURCE OF PURCHASE DATA (NAME OF OR DATA PUBLIC/ REJECTS - MARKET VENDOR) PROCESS PRIVATE TYPE OF DATA TYPE OF MEDIA PROCESS TYPE PROCESSED WHERE WHERE ? - -------------------------------------------------------------------------------------------------------------------------------- Netherlands Human Purchase private Address Daily Bulkload In House In house NA Inference validation file (software Nike Programme Run Validation programme) Netherlands Vereniging Purchase Public Financial CD Rom Outsourced Cendris Public Kamers van Statements Images Team Koophandel (KVK) Databank Netherlands Vereniging Purchase Public project principals Online - Based Outsourced UCAD Public Kamers van on Info From Team Koophandel D&B Requests (KVK) Databank Netherlands Vereniging Purchase Public online costs Online In House (In House & NA Kamers van Outsource firms Koophandel when additional (KVK) data required) Databank Netherlands Vereniging Purchase Public shareholderstape Bulk Load High Wycombe Tape Direct to HW Public Kamers van Team Koophandel (KVK) Databank Netherlands Vereniging Purchase Public mutatietape Bulk Load High Wycombe Tape Direct to HW Public Kamers van (Chamber of Team Koophandel Commerce) (KVK) Databank Netherlands Intergreffe Purchase Public Registration On Line In House (In House when Public additional data Team required - adhoc basis) Netherlands Infogreffe Purchase Public Registration On Line In House (In House when Public additional data Team required - adhoc basis) Netherlands Cendris Purchase Private Detrimental CD Rom High Wycombe Tape direct to HW NA (Omnidata) DataChanges of ZIP code tabels Netherlands Schober Purchase Commercial Bulk Load Processed in Rotterdam NA Managers Names Rotterdam from Local Marketing Database Netherlands Cendris Process Private Financial CD Rom Image Outsourced Cendris Public (formerly statements(keying) Data known as IVA) Team Netherlands UCAD Process private Public Data On line Outsourced UCAD & Information UCAD Public Data Team Netherlands UCAD Process principals project Online - Based Outsourced UCAD - Keying Public on D&B Data Requests Team VOLUME OF LOCALLY SOURCE OF HANDLED REJECTS DATA (NAME OF REC (AVG) PER SEASONAL MARKET VENDOR) MONTH FLUCTUATIONS SPEED OF SERVICE HUMAN EFFORT REQUIRED FREQUENCY - --------------------------------------------------------------------------------------------------------------------------- Netherlands Human NA NA same day as received Minimal Public Data effort Monthly Inference Netherlands Vereniging see total rejects Peak period 10-20 days (peak) for None in D&B. Upload to Weekly Kamers van Jan, Feb & Loading of Data from D&B Data Base minimal Koophandel March. Filing date received from effort required (KVK) by April end Chamber of Databank Commerce to Loading of data Netherlands Vereniging see total rejects NA 3k per Month 2004 Only for rejects Monthly Kamers van Koophandel (KVK) Databank Netherlands Vereniging NA NA same day as received On Line Lookups & Daily Kamers van Keying of Data Koophandel (KVK) data required) Databank Netherlands Vereniging see total rejects NA 1 Day turnaround Reject work Quarterly Kamers van Koophandel (KVK) Databank Netherlands Vereniging see total rejects NA 1 Day Turnarund Reject Work Weekly Kamers van Koophandel (KVK) Databank Netherlands Intergreffe see total rejects NA Same Day On Line Lookups & Daily Keying of Data Netherlands Infogreffe see total rejects NA Same Day On Line Lookups & Daily Keying of Data Netherlands Cendris NA NA Same Day No Public Data Effort monthly (Omnidata) Netherlands Schober NA NA Minimal Public Data effort quarterly to run programme Netherlands Cendris see total rejects Peak period 10-20 days (peak) for Only for rejects Weekly (formerly Jan, Feb & Loading of Data from known as IVA) March. Filing date received from by April end Chamber of Commerce to Loading of data Netherlands UCAD see total rejects NA Bancruptcy same day, Part of Reject and Quality Daily checks Netherlands UCAD see total rejects NA 3k per month 2004 Only for rejects Monthly D&B / IBM Confidential A-3-1 - 4 3. ITALY DATA SOURCES SOURCE OF DATA DATA FILE REJECTS - (NAME OF PURCHASE PROCESSD PROCESSED VENDOR) OR DATA TYPE OF DATA TYPE OF MEDIA PROCESS TYPE WHERE WHERE? - ---------------------------------------------------------------------------------------------------------------- Cerved Purchase COC (Chamber of Bulk Load Automatic & Manual Inhouse Inhouse Commerce changes Bulk Load) Cerved Purchase Financial Statements Bulk Load Automatic Inhouse no rejects Cerved Purchase Chamber of on demand bulk load Semi-automatic Inhouse no rejects Commerce certificate for OR's Infocamere Purchase Protested Bills Bulk Load Automatic & Manual Outsourcing Inhouse Sek/Equifax Purchase Failures and negative bulk load manual Inhouse no rejects data Press Today Purchase Press Cuttings Bulk Load manual Inhouse no rejects VOLUME OF LOCALLY SOURCE OF AVG VOLUME HANDLED DATA OF RECORDS RECEIVED PER REJECTS (NAME OF ANNUAM OR FREQUENCEY REC (AVG) VENDOR) ADDITIONAL INFO MONTH OF DATA FEED PER MONTH - -------------------------------------------------------------------------------------------------------------------------- Cerved Monitoring flow on all records 44K per month weekly about 4k per month in the Italian database Cerved coded balance sheets about 700K per year 3 times per week no rejects Cerved This flow is managed by sistem about 8.5K per month daily (more than one NO REJECTS named Host to Host. Service time per day) RELATED TO HOST Failure receives OR's cases TO HOST to be worked and ask for the legal data using an application on Dews system by which the COC documents will be bulkloaded into specific fields Infocamere The flow is partially automatic about 80K per month Monthly (PB's monthly 12K per month (about 15% of the volume) (gross number) - about CD rom) and weekly and partially manual by a 25K processed (net Browse & Review activity number) Sek/Equifax CJ's data are manually loaded 21K per month daily no rejects into EOS, using DEWS application. The file needs also to be manually matched on our database Press Today We receive daily an on line press 1,7K per month daily no rejects collection. We have then to select the interesting info and insert them in Eos, using Dews SOURCE OF SEASONAL DATA FLUCTUATIONS SPEED OF SPEED OF (NAME OF (LOW/HIGH SERVICE SERVICE VENDOR) PERIODS) DATA LOAD REJECTS FTE INVOLVED - ---------------------------------------------------------------------------------------------------- Cerved The highest period is 2 days for all the data 1 day 28.25 usually from Jan. To March automatically loaded (about 70%) - 7 days for Cerved Highest period: 2 days no rejects 0(zero) Septembter-February Cerved NONE REAL TIME (SOME no rejects 3 as part of service MINUTES FROM THE failure team REQUEST) Infocamere none 25 days from receiving 1 week 2 for monthly file - 2 days for weekly monitoring Sek/Equifax none 2 days no rejects 11 Press Today none 1 day no rejects 15 D&B / IBM Confidential A-3-1 - 5 [D&B LOGO] DECIDE WITH CONFIDENCE ATTACHMENT A-3-2 ITALY TRANSACTION PROCESSING WORKFLOWS CHAMBER OF COMMERCE WORKFLOW [FLOW CHART] Weekly Chamber of Commerce File Received From Data Source 70% of data loaded 30% of data Automatically processed manually Manually data entry Investigations into DEWS (telephone interview) Rejected Cases EOS Manual Re-Work 1 PROTESTED BILL WORKFLOW [FLOW CHART] MONTHLY PROTESTED AUTOMATED MATCHING BILL FILE FROM PROCESS (D&B PROPRIETARY) CHAMBER OF COMMERCE (CD) PERFECT POSSIBLE NO MATCHES MATCH (15%) CANDIDATES (55%) (30%) MAINFRAME LOAD TO BROWSE & REVIEW REJECTS PROCESSED D&B EOS MATCHING BY D&B TEAM MAINFRAME (OUTSOURCED) 2 COURT JUDGEMENT WORKFLOW [FLOW CHART] Daily Court Judgements File from Data Source Automated Load into Local Italian CJ system CJ's printed based on notice types Successful Match to a D&B record Manual Matching Process on EOS CJ entered into DEWS Overnight load to No Matches D&B Database (EOS) D&B Rating review based on CJ data Error re-work handled by D&B team 3 PRESS WORKFLOW [FLOW CHART] Daily Receipt of Press Data using Data Source web- mining tool Data selection based on "key words" Match selected case to D&B database No matches Review press data content Manual data entry into DEWS D&B Rating review depending on data EOS 4 EXHIBIT A-4 FINANCE PROCESSING SERVICES TABLE OF CONTENTS 1 Accounts payable and travel and expense services ....................... 1 1.1 In-Scope Locations ............................................ 1 1.2 Hours of Operation ............................................ 1 1.3 AP and T&E Documents .......................................... 2 1.4 Local Requirements and Minimum Qualifications and Skillsets ... 3 1.5 AP and T&E Services ........................................... 3 2 Order-To-Cash Processing ............................................... 11 2.1 In-Scope Locations ............................................ 11 2.2 Hours of Operation ............................................ 12 2.3 Order to Cash Documents ....................................... 12 2.4 Local Requirements and Minimum Qualifications and Skillsets ... 13 2.5 Order to Cash Services ........................................ 14 3 End User Support ....................................................... 25 3.1 Help Desk ..................................................... 25 3.2 Problem Resolution ............................................ 25 3.3 End User Support Reporting .................................... 26 4 Information management ................................................. 26 5 Data Maintenance ....................................................... 27 6 Finance Compliance and Authorization ................................... 28 6.1 Authorization Process ......................................... 28 6.2 Controls Development and Documentation Process ................ 29 6.3 Control Monitoring and Testing Process ........................ 29 6.4 Compliance Reporting Process .................................. 30 6.5 SAS 70 Audits ................................................. 30 7 Additional IBM Resources ............................................... 30 D&B / IBM Confidential A-4- 1 EXHIBIT A-4 FINANCE PROCESSING SERVICES This Exhibit describes the Finance Processing Services IBM will provide. 1 DEFINITIONS 1.1 CERTAIN DEFINITIONS (a) "Accounts Payable" or "AP" has the meaning provided in Section 2. (b) "Order to Cash" or "OTC" has the meaning provided in Section 3. (c) "Travel and Expense" or "T&E" has the meaning provided in Section 2. 1.2 OTHER DEFINITIONS Capitalized terms not defined in this Exhibit A-4 (Finance Processing Services) shall have the meaning given to them in Schedule A (IBM Services and Solution) or elsewhere in the Agreement. 2 ACCOUNTS PAYABLE AND TRAVEL AND EXPENSE SERVICES This Section 1 describes the accounts payable ("Accounts Payable" or AP") and travel and expense ("Travel and Expense" or "T&E") processing Services IBM shall provide. 2.1 IN-SCOPE LOCATIONS IBM shall perform the AP and T&E Services for End Users in the countries listed below. Each of these countries has unique processes, technologies, and language requirements that IBM shall accommodate and integrate into its overall solution and service delivery approach: (a) United States. (b) Canada. (c) United Kingdom (including Ireland). (d) Italy. (e) Belgium. (f) Netherlands. 2.2 HOURS OF OPERATION IBM Personnel providing AP and T&E Services shall work the hours necessary for IBM to provide the Services and meet the Service Levels, provided (i) this may require IBM to adjust its normal business hours in order to conform to the scheduled uptime and batch schedules specified by D&B for D&B systems and (ii) IBM Personnel must be available to answer inquiries, perform emergency and special handling processing, and to perform any other AP and T&E Services that require real-time D&B / IBM Confidential A-4- 1 interaction with D&B customers, vendors, or employees from 08:30 to 18:00, in the time zones of each market for which IBM provides Services. 2.3 AP AND T&E DOCUMENTS IBM shall process and perform the Services described in this Section 1 for Invoices, Credit Notes, Payment Requisitions, Returned Payments, Vendor Statements, Vendor Information Updates, P-Card statements, T&E Claim Forms, Business Advances, and other related documentation within D&B's AP and T&E environment: (a) "Business Advance" means a sum of money paid to a D&B employee to use for out of pocket business expenses. (b) "Credit Note" means a documented agreement from a vendor, to whom D&B owes funds for goods or services received, to refund a portion or all of the funds owed to such vendor by D&B. A Credit Note may be received by regular mail, fax, email, or other electronic transmission. (c) "Invoice" means a documented request from a vendor or D&B business unit for payment for the value of goods or services delivered to D&B (excluding inter-company transfers that are processed through D&B's Reengineered Inter-company Process (RIP) system). An Invoice may be (i) stated in US$ or any foreign currency, (ii) in hard copy or electronic format, (iii) received by regular mail, fax, email, or other electronic transmission, and (iv) ad hoc or recurring. (d) "Payment Requisition" means a D&B-initiated request for payment to a vendor for the value of goods or services received by D&B from such vendor, but for which no Invoice exists. As of the Effective Date, Payment Requisitions are performed only in North America. (e) "P-card" means a purchasing card which can be either a plastic physical card or a virtual card held by an individual and used to purchase goods and services on behalf of D&B. A P-card (including meetings cards and corporate cards) may also be held and charged against by a vendor in order to charge D&B for goods and services which have been ordered by D&B. (f) "Returned Payment" means any form of payment (including check, draft, and electronic payment) that has been returned to D&B or rejected by the intended vendor. (g) "T&E Claim Form" means a claim form completed by an individual for the purpose of claiming expenses to be reimbursed by D&B. (h) "Vendor Statement" means a document prepared by a vendor that describes and summarizes the recent transaction activity between such vendor and D&B or details any outstanding balance owed to the vendor and any credits owed to D&B. (i) "Vendor Information Update" means any communication which notifies D&B of such vendor's new or changed logistical details, including address, telephone number, contact name, bank account information, or other pertinent information. Such new or changed details shall be processed and authorized in advance by D&B in accordance with D&B's policies and procedures. D&B / IBM Confidential A-4- 2 2.4 LOCAL REQUIREMENTS AND MINIMUM QUALIFICATIONS AND SKILLSETS (a) IBM shall process AP and T&E transactions and perform all related Services in the local language(s) and currency of each in-scope location. In doing so, IBM shall provide personnel with (1) native fluency to converse with local customers and the D&B sales force and (2) grammar skills sufficient to read and write complex correspondence without errors with End Users in the following languages: (i) English in the United States and United Kingdom. (ii) Italian in Italy. (iii) Dutch and English in the Netherlands. (iv) French, Flemish, and German in Belgium. (v) English and Canadian French in Canada. (b) In addition to the language requirements provided in Section 2.4 all appropriate personnel providing AP and T&E Services shall have the following minimum skillsets and qualifications: (i) An in-depth understanding of current global and local D&B internal policies and procedures applicable to AP and T&E processing. (ii) An in-depth understanding of local external statutory and legislative restrictions in each market applicable to AP and T&E processing, and the implications on D&B's business of not complying with any applicable law or regulation. (iii) An understanding of the system of internal controls in the end-to-end AP and T&E processes. (iv) An understanding of D&B's AP and T&E environment and processes to such an extent as to be able to promptly answer queries from auditors, D&B vendors, management, and sales representatives, and other End Users. (v) Substantive knowledge of the fiscal and reporting compliance requirements in each in-scope location applicable to AP and T&E processing, including cross border requirements. 2.5 AP AND T&E SERVICES (a) Inbound Logistics IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- 1 IBM shall receive incoming documents, both paper and electronic from D&B business unit and other End Users, third party vendors and suppliers, banks, and D&B D&B / IBM Confidential A-4- 3 IBM RESPONSIBILITIES COMMENTS - ------------------- -------- customers and prepare such documents for delivery to the appropriate individual, or department for processing. IBM's responsibilities in this regard include the following activities: (A) Receiving paper documents via the post, fax, or courier at an address in the local market of each End User. (B) Receiving electronic documents via e-mail, the D&B Intranet, or the public Internet. (C) Recording the date and time of the receipt of the document and the format in which the document was received. (D) Adding a cover sheet to each document to the extent required for processing or to comply with D&B policies and procedures. (E) Grouping paper documents for imaging in accordance with the document imaging process described below in countries where scanning is required for IBM to receive and process electronic documents. 2 IBM shall convert paper documents to the appropriate electronic format as necessary to provide the Services and comply with D&B policies and procedures. IBM's responsibilities in this regard include the following activities: (A) Scanning all sides of all paper documents into the appropriate system in the correct format. (B) Verifying successful imaging of documents, and if not successful, rescanning poor quality images. (C) Correcting any formatting, spelling, or other errors in the scanned images resulting from the scanning process. (D) Preparing the scanned images for distribution to an individual or department as necessary. (E) Re-assembling the paper documents for distribution and shipping them back to their country of origin in accordance with procedures agreed upon by the Parties. 3 IBM shall deliver documents received from D&B or third parties, both paper and electronic, to the appropriate individual or department responsible for further processing. All documents will be delivered and transferred in a manner that complies with applicable law and D&B data security policies and procedures. D&B / IBM Confidential A-4- 4 (b) AP Processing IBM RESPONSIBILITIES COMMENTS - ------------------------------------------------------------------------------------------------------------------ IBM shall register accounts payable documents onto the appropriate accounting Access to D&B's accounts system, verify the correct level of authorization for documents so that they can be payable system will be paid, and correct processing errors to ensure only correct Invoices are recommended determined based on level of for payment. IBM's responsibilities in this regard including the following, to the responsibility and requires extent such responsibilities exist in a particular market: personal ID and password login. D&B approval is required for all employee set-up on accounts payable, accounts receivables, general ledger, or other D&B systems. 1 Receiving paper and electronic AP documents for processing as detailed above in Section 2.5(a). 2 Sorting and scanning (or manually entering where necessary) documents into the appropriate AP system as detailed above in Section 2.5(a). 3 Where applicable, matching Invoices and other related documents to the corresponding purchase orders and returning documents to third parties that require and lack purchase orders. 4 Reviewing Invoices and other AP documents for completeness and compliance with D&B policies and procedures and returning incomplete or non-compliant invoices to vendors, with notification to D&B. 5 Indexing Invoices and other AP documents onto the AP file. 6 Performing header entry and any other required data entry for Invoices and other AP documents. 7 Reviewing payment vouchers for completeness and accuracy. This includes the following: (A) Verifying all header entries are complete (i.e., (i) payee name and address, (ii) payee zip code, (iii) invoice date, (iv) invoice number per D&B standards, (v) invoice amount, (vi) applicable taxes, (vii) special instructions, (viii) original invoice; and (ix) invoice descriptions. (B) Validating cost centers in AP systems to the tax, freight and shipping costs against the Invoices and adjusting the amount paid to resolve discrepancies. D&B / IBM Confidential A-4- 5 8 Returning Invoices or other documents with inaccuracies or other problems to, and obtaining corrected documents from, vendors and other appropriate sources. IBM RESPONSIBILITIES COMMENTS - ------------------------------------------------------------------------------------------------------------------ 9 Routing Invoices for coding and approval. D&B will retain responsibility for (i) coding Invoices and (ii) approving and rejecting Invoices. 10 Tracking Invoices and following-up as necessary to ensure Invoices are coded, approved or rejected, and returned in a timely manner. 11 Receiving coding information and approval for payments from D&B and validating Applicable D&B policies compliance with policies and procedures. include: - Purchase order policy - IBM payment terms policy 12 Contacting third party vendors and resolving problems with Invoices that are not approved by D&B (e.g., based on inaccuracies, non-compliance with D&B policies and procedures) in a timely manner and in all cases in accordance with the Service Levels. 13 Preparing payment proposals for approved Invoices and managing subsequent matching to Invoices when required. 14 Processing "rush" Invoices, special handling, and emergency payments when requested. 15 Making tax deductions from payments when necessary. 16 Reviewing activity and exception reports (e.g., duplicate invoice reports, payment rejections report) to ensure processing has been carried out accurately and making the necessary corrections where required. 17 Claiming back monies owed to D&B by vendors or associates for credit notes and overpayments and making the necessary accounting entries. 18 Receiving and processing rejected payments, such as foreign drafts, stale or returned checks, and carrying out the necessary actions to ensure vendors receive payment in a timely manner and the appropriate accounts are updated. 19 Processing P-Card application forms and updating data related to the cards and card holders as required, including: (A) Processing application forms, checking that all required data, forms and authorization have been provided where necessary, and forwarding the D&B / IBM Confidential A-4- 6 forms to the card issuer in the required format. IBM RESPONSIBILITIES COMMENTS - ------------------------------------------------------------------------------------------------------------------ (B) Administering changes to card data as requested by authorized D&B representatives, including name changes, card limits and cost centre changes, and ensuring the appropriate information and authorization. (C) Cancelling cards and issuing replacements where required when requested by authorized D&B representatives. (D) Processing PIN numbers for cardholders and ensuring that the required data, forms and authorization have been provided where necessary. 20 Providing information to support reconciliation of AP ledgers to the AP control account on the general ledger. 21 Reconciling transactions between third parties with accounts on both AR and AP systems. 22 Supporting AP ledger balance sheet reconciliations in accordance with standard D&B templates. 23 Updating control spreadsheets to confirm the completeness of reconciliation activities. 24 In the U.S., identifying and notifying D&B of accounts payable-related D&B will be responsible for general ledger posting errors and perform month-end, quarter-end, and correcting errors identified year-end processing. by IBM in the general ledger system. 25 In the U.S., ensuring that automated systems successfully enter accounts payable activity into the general ledger. 26 Returning all hard-copy AP documents received by IBM to their country of origin where required to comply with applicable laws and regulations. 27 Making available all electronic AP documents received by IBM or created (where scanning or other functionality exists in a market). (c) Travel and Expense Processing IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------------- IBM shall process travel and expense claims, monthly credit card transaction data, and other relevant documents. IBM's responsibilities in this regard include the following: 1 Receiving manual and electronic T&E documents for processing. Electronic D&B will retain responsibility documents will be provided only in for authorizing D&B / IBM Confidential A-4- 7 markets where D&B has implemented self-service employees to use functionality (which include only the U.S. and Canada as of the Effective Date). iExpense or other self-service process (if any) used in a market. IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------------- 2 Uploading or manually entering T&E documents into the AP system, checking interfaces for completeness, and investigating and fixing errors where necessary. 3 Performing exception processing where required. 4 Validating receipts against T&E documents. 5 Where an error or omission is identified in a T&E. document, contacting the employee submitting the request and working to resolve the problem or obtain any missing information. 6 Contacting employees and D&B management as appropriate to the extent necessary to obtain information and approvals required to update the employee master file. 7 In the U.S. and Europe, maintaining and receiving the required approvals for All T&E Claims must be T&E Claims and processing them for payment. approved by a D&B manager (with signing authority for that cost center) before being processed for payment. 8 Reviewing T&E vouchers for completeness, original receipts, compliance with Applicable D&B policies as of applicable policies and procedures, and exchange rate before entering them into the Effective Date include the accounts payable system to the extent required to comply with then-current the following: D&Bpolicies and procedures. - Purchase order policy - Travel and entertainment policy - Mileage reimbursement policy - Airline travel policy - Hotel policy 9 Preparing payment proposals to relevant card suppliers and employees, and ensuring correct payment amounts. 10 Copying, and retaining with the processed voucher, a copy of all receipts for foreign travel and forwarding the original receipts for VAT reclaim. D&B / IBM Confidential A-4- 8 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------------- 11 Preparing outstanding transaction accruals in accordance with documented D&B accounting policies and procedures. 12 Ensuring checks and authorization for salary deductions are received for monies owed due to personal use of company cards. 13 Recommending semi-monthly payment proposals for payment by D&B. 14 Supporting purchasing and travel on corporate card administration as requested by authorized D&B representatives. 15 Writing-off card balances remaining from any employees who have left the company without submitting the required corporate claim form after approval by D&B. 16 Providing information to support reconciliation of T&E ledgers to the AP control account on the general ledger. 17 Updating control spreadsheets to confirm the completeness of reconciliation activities. 18 In the U.S., identifying and notifying D&B of T&E-related general ledger D&B will be responsible for posting errors and perform month-end, quarter-end, and year-end processing. correcting errors identified in the general ledger system. 19 In the U.S., ensuring that automated systems successfully enter T&E activity into the general ledger. 20 Returning all hard-copy T&E documents received by IBM to their country of origin where required to comply with applicable laws and regulations. 21 Making available all electronic T&E documents received by IBM or created (where scanning or other functionality exists in a market). (d) Payment Processing D&B RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- D&B will retain responsibility for the following payment processing activities: 1 Reviewing payment runs produced by IBM. 2 Identifying payments to hold and notifying IBM. 3 Approving final payment runs and batches. 4 Printing and distributing checks and appropriate D&B / IBM Confidential A-4- 9 remittance advices. 5 Coordinating any special handling procedures. 6 Issuing and managing computer-generated checks, direct deposits, manual checks, wire transfers, foreign currency payments, and appropriate remittance advices. 7 Managing cash and interfacing with external banks and internal treasury organizations. 8 Tracing direct deposits and researching lost transfers. (e) AP and T&E Projects IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- IBM shall perform scheduled and ad hoc projects related to AP and T&E functions requested by End Users. IBM's responsibilities in this regard include the following: 1 Performing routine projects requested by auditors and business units such as providing reports of officer expenses, reports of unrecorded liabilities, statistics for cost center leadership need, narratives for auditors, and other information about AP and T&E activities within D&B's environment. 2 As requested by D&B, performing ad hoc projects such as assisting with the implementation and testing of new Finance Processing systems and applications that affect the AP and T&E environment; provided that ad hoc implementation and testing project work in excess of 120 hours per quarter (the "Quarterly Implementation Project Hours Pool") shall be documented in a mutually agreed project plan and may result in additional Charges to D&B if IBM is required to provide additional resources to perform such work. Projects requiring less than five hours of IBM assistance or advice in the aggregate shall not count against the Quarterly Implementation Project Hours Pool. (f) Taxes and Audits (i) D&B Responsibilities D&B RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- D&B shall be responsible for interfacing with D&B tax authorities and establishing tax policy. D&B's responsibilities in this regard include the following activities: 1 Interfacing with VAT and other tax authorities and regulators. 2 Defining VAT and sales and use tax policies and procedures. D&B / IBM Confidential A-4- 10 3 Reconciling the VAT account on a monthly basis. 4 Reviewing reconciliations of use tax assessed and exemptions. 5 Distributing 1099 forms prepared by IBM. 6 Coordinating AP and T&E audits. (ii) IBM Responsibilities IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- IBM will be responsible for tax collection and processing in connection with the AP and T&E Services. Where applicable in a particular market, IBM's responsibilities in this regard include the following activities: 1 Validating the calculation and processing the applicable VAT, sales, use, or other tax for each Invoice and T&E Claim based on internal policies and procedures and providing supporting documentation. 2 Providing electronic archiving receipts for reclaimable VAT. 3 Returning hard-copy documentation to its country of origin where required to comply with applicable laws and regulations or D&B policies. 4 In the U.S., preparing accurate and complete 1099 forms. 5 IBM will provide supporting detail for internal and external audits of the AP and T&E Services as requested by D&B finance. 3 ORDER-TO-CASH PROCESSING This Section 3 describes the order-to-cash ("Order to Cash" or "OTC") processing Services IBM shall provide. 3.1 IN-SCOPE LOCATIONS (a) Europe. IBM shall perform all of the OTC Services described in this Section 3 for End Users in the countries listed below. Each of these countries has unique processes, technologies, and language requirements that IBM shall accommodate and integrate into its overall solution and service delivery approach: (i) United Kingdom (including Ireland). (ii) Italy. (iii) Belgium. (iv) Netherlands. D&B / IBM Confidential A-4- 11 (b) United States. IBM shall perform only the Collections and Cash Applications Services described in Sections 3.5(h) and 3.5(i) for End Users in the United States. The order-to-invoice Services described in Sections 3.1 through 3.5(g) are not within the scope of this Agreement for End Users in the United States. 3.2 HOURS OF OPERATION IBM Personnel providing OTC Services shall work the hours necessary for IBM to provide the Services and meet the Service Levels, provided (i) this may require IBM to adjust its normal business hours in order to conform to the scheduled uptime and batch schedules specified by D&B for D&B systems and (ii) IBM Personnel must be available to answer inquiries, discuss Invoices with End Users, and to perform any other OTC Services that require real-time interaction with D&B customers or employees from 08:30 to 18:00, in the time zones of each market for which IBM provides Services. 3.3 ORDER TO CASH DOCUMENTS IBM shall process and perform the Services described in this Section 3 for Contracts, Orders, Contract and Order Changes, Collection Transactions, and Cash Application Transactions and other related documentation within D&B's OTC environment. (a) "Contract" means a contract negotiated by a D&B or third party sales group under which a D&B customer may place Orders for D&B products or services. (b) "Order" means a sales order placed by a D&B customer for RMS, SMS, S&MS or other D&B products or services. Order types include: (i) Upfront Orders under which a customer is invoiced before the delivery of good or services. (ii) Retro Orders under which a customer is invoiced after the delivery of good or services. (iii) Installment Payment Plan under which a customer is invoiced in 4 or 10 equal installments each year. (iv) Web-based Orders under which a customer may order goods or services via the Web and pay using a secure credit card before delivery or using an existing D&B payment account. (v) Pre-Paid Orders under which customers with unsatisfactory credit ratings or history may order products or services using cleared check, bank transfer, or secure credit card. (c) "Contract and Order Change" means a change to an existing Contract or Order. Contract and Order Changes include: (i) Supplements for additional products or services negotiated prior to expiration of an existing Order (other than Retro Orders). D&B / IBM Confidential A-4- 12 (ii) Pre-Term Renewals under which an existing Order is renewed for 12 months from the date of renewal (rather than the data of expiration of the current Order). (iii) Term Renewals under which an existing Order is renewed for 12 months from the date or expiration date of the current Order. (iv) Late-Term Renewal under which an existing Order is renewed after the original expiration date of the current Order. (v) Conversion of Contract billing terms from retro to upfront or upfront to retro. (vi) Retro Renewals under which Retro Orders are automatically renewed (and prices adjusted based on usage patterns during the previous 12 months). (vii) Credit and re-billing activity. (d) "SMT" means a special management transaction used to change the authorized usage of a customer contract to remedy billing or pricing errors. (e) "Collection Transaction" for purposes of this Exhibit means any open transaction on D&B's account receivable ledger that requires processing. (f) "Cash Application Input" means any of the following transactions requiring matching and allocation to the appropriate transaction on D&B's accounts receivable ledger: (i) A payment received from a D&B customer or other entity in the form of cash, check, bank transfer, or other means. (ii) A cancellation or modification of an invoice. 3.4 LOCAL REQUIREMENTS AND MINIMUM QUALIFICATIONS AND SKILLSETS (a) IBM shall process OTC transactions and perform all related Services in the local language(s) and currency of each in-scope location. In doing so, IBM shall provide personnel with (1) native fluency to converse with local customers and the D&B sales force and (2) grammar skills sufficient to read and write complex correspondence without errors with End Users in the following languages: (i) English in the United States and United Kingdom. (ii) Italian in Italy. (iii) Dutch and English in the Netherlands. (iv) French, Flemish, and German in Belgium. (v) English and Canadian French in Canada. D&B / IBM Confidential A-4- 13 (b) In addition to the language requirements provided in Section 2.4 all appropriate personnel providing OTC Services shall have the following minimum skillsets and qualifications: (i) An in-depth understanding of current global and local D&B internal policies and procedures applicable to OTC processing. (ii) An in-depth understanding of local external statutory and legislative restrictions in each market applicable to OTC processing, and the implications on D&B's business of not complying with any applicable law or regulation. (iii) An understanding of the system of internal controls in the end-to-end OTC processes. (iv) An understanding of D&B's OTC environment and processes to such an extent as to be able to promptly answer queries from auditors, D&B customers, management, and sales representatives, and other End Users. (v) Substantive knowledge of the fiscal and reporting compliance requirements in each in-scope location applicable to OTC processing, including cross border requirements. 3.5 ORDER TO CASH SERVICES (a) Inbound Logistics IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- 1 IBM shall receive incoming documents, both paper and electronic from D&B business unit and other End Users, third party vendors and suppliers, banks, and D&B customers and to prepare such documents for delivery to the appropriate individual, or department for processing. IBM's responsibilities in this regard include the following activities: (A) Receiving paper documents via the post, fax, or courier at an address in the local market of each End User. (B) Receiving electronic documents via email, the D&B Intranet, or the public Internet. (C) Recording the date and time of the receipt of the document and the format in which the document was received. (D) Adding a cover sheet to each document to the extent required for processing or to comply with D&B policies and procedures. (E) Grouping paper documents for imaging in D&B / IBM Confidential A-4- 14 accordance with the document imaging process described below in countries where imaging is required for IBM to receive and process electronic documents. (F) Maintaining records of multi-year Contracts and ensuring correct follow-up on renewal date. 2 D&B shall convert OTC paper documents from the European markets to the appropriate electronic format necessary for IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- IBM to perform the Services. IBM shall provide the Equipment and Software necessary for D&B perform such conversion. 3 IBM shall convert all paper documents in the U.S. market to the appropriate electronic format as necessary to provide the Services and comply with D&B policies and procedures. IBM's responsibilities in this regard include the following activities: (A) Scanning all sides of all paper documents into the appropriate system in the correct format. (B) Verifying successful imaging of documents, and if not successful, rescanning poor quality images. (C) Preparing the scanned images for distribution to an individual or department as necessary. (D) Re-assembling the paper documents for distribution and shipping them back to their country of origin in accordance with procedures agreed upon by the Parties. 4 IBM shall deliver documents received from D&B or third parties, both paper and electronic, to the appropriate individual or department responsible for further processing. All documents will be delivered and transferred in a manner that complies with applicable law and D&B data security policies and procedures. (b) New Customer Account Creation IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall register new customers in D&B's sales and order processing system. IBM's D&B will retain responsibilities in this regard include the following activities: responsibility for negotiating contacts and Orders with customers. Accounts will be created in accordance with the D&B / IBM Confidential A-4- 15 D&B DUNS Number processes and credit limit policies established by D&B. 1 Determining whether the customer submitting an Order has an active D&B master file. 2 Creating accounts for customers without D&B active master files in D&B's order processing system by: (A) Creating a new partial customer entry in D&B's order processing system and D&B will provide the details follow the process agreed upon by the Parties for customer set-up; and a sample letterhead after it negotiates an Order with a new customer. D&B will perform a credit check on the new customer and assign it a DUNS number. (B) Entering customer credit information and DUNS number into D&B's order processing system and ensuring the new account is automatically activated in D&B's order processing system and Oracle. (C) Checking on a daily basis to verify the customer account has been created and activated within D&B's order processing system and Oracle. (D) If the account is not activated on schedule, notifying the D&B representative that submitted the Order of the problem and working with that representative to resolve it. 3 For accounts that must be entered on an expedited basis, creating a "shelf" account through which access can be granted before the Order is finalized. (c) Order Validation IBM RESPONSIBILITIES COMMENTS - --------------------------------------------------------------------------------------------- IBM shall validate that Orders are complete and in compliance with all applicable policies, controls, and procedures, including both Orders entered directly into D&B's order processing system by D&B or a third party and Orders provided to IBM for review and entry into D&B's order processing system. This Section 3.5(c) provides a list of existing Order validation functions the Parties expect IBM to provide following Transition. However, the Parties may mutually agree during D&B / IBM Confidential A-4- 16 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- Transition to revise the list of existing Order validation functions or the manner in which they are performed. Unless the Parties agree otherwise during Transition pursuant to the process described above, IBM's responsibilities in this regard include the following activities: Reviewing Orders to ensure completeness and compliance with all D&B internal policies, controls, and procedures, including: (A) Current customer information. (B) Authorized terms and conditions of sale, correct signatures, approvals, and supporting documentation. (C) All required Order information and supporting documentation provided. (D) Compliance with applicable pricing policies, payment terms, and tariffs. (E) Validating product and service usage levels are within authorized limits (i.e., run rates) for renewal and supplement Orders. (F) Working with the internal sales group to manage appropriate adjustments to the invoicing and collections processes to account for over-usage or other unauthorized use of D&B products and services. (G) Identifying "carry-forward" balances from existing customer contracts that apply to renewal or replacement Orders and entering them into D&B's order processing system along with the Order. (H) Verifying D&B has a VAT exemption certificate for VAT exempt customers and that the charges on the Order reflect the VAT exemption. (I) Satisfaction of D&B credit requirements (and compliance with limits imposed by D&B credit terms). (J) Proper sequence numbering of Orders and use of correct DUNS Number. (K) Inclusion of all information necessary to determine appropriate revenue recognition treatment. (L) For S&MS Orders, validating the quantity of product delivered and changing Orders to reflect actual product quantities delivered by the internal fulfilment group (e.g., if a customer orders 1000 names and only 975 names are available, changing the Order to reflect 975 names for invoicing purposes). D&B / IBM Confidential A-4- 17 (M) Compliance with local market requirements; For example, in Italy, D&B must have filed copies of the birth certificate, passport, drivers license, and other personal information of the person signing each Order as proof of legality). (d) Processing Non-Compliant Orders IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall reject Orders that lack information or fail to comply with all D&B policies, controls, and procedures. IBM's responsibilities in this regard include the following activities: 1 Documenting all errors and other rationale for rejecting the Order. 2 Rejecting the Order, logging the rejection in the rejection control log, and promptly notifying the sales representative of the errors and returning the non-compliant paperwork to the sales representative. 3 Specifying the appropriate action the sales representative is required to take to correct the error in the notice. 4 Maintaining detailed records of all rejected Orders. 5 Tracking resolution of the specified errors and frequently following-up with the sales representative (at least 1 time per day beginning five days after rejecting the Order) to ensure resolution of such errors and resubmission of the Order. 6 Requesting missing VAT certificates from the sales group and ensuring invoices are not sent until such certificates have been obtained. (e) Processing Compliant Orders IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall enter all information provided by a sales representative into D&B's order processing system (as necessary), process the Order, and distribute a copy of the Order and supporting documentation to the appropriate records retention group. IBM's responsibilities in this regard include the following activities: 1 For Orders that are not directly entered into D&B's order processing system by D&B or a third party, entering all relevant Order information and supporting documentation D&B / IBM Confidential A-4- 18 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- into D&B's order processing system. In accordance with the procedure existing as of the Effective Date, (A) D&B and third party sales representatives will continue to enter Orders from small D&B customers (except in Italy) directly into the order process system and (B) IBM will be responsible for entering all Orders from Italy and all Orders from D&B's global and large customers referred to IBM by D&B and third party sales representatives. 2 Checking, updating as necessary, and releasing each individual D&B's order An Order may not be released processing system hold screen (e.g., verifying proper authorizations have been to the next hold screen or obtained for pricing and other important terms, checking timing and against for further processing until existing contract periods). all previous hold screens have been completed and validated. 3 Performing final quality assurance checks on processed Orders and activating the entry in D&B's order processing system SOP. (f) Customer Usage Management IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall monitor and manage customer usage of D&B products. IBM's responsibilities in this regard include the following activities: 1 Distributing an accurate and complete report by the 3rd Business Day of each month, identifying customer over-usage and updating the report on the first Business Day of each week thereafter) ("Monthly Over-Usage Report"). 2 Identifying customer accounts that exceed specified contract usage levels. 3 Notifying the appropriate sales representative of the overusage and the date such overusage is scheduled to be invoiced to the customer. 4 As requested by the sales representative, (i) creating and processing an SMT for the overusage providing for an invoice grace periods or other special treatment or (ii) generating an Invoice for the overusage. 5 Processing supplement and renewal Orders to clear open items. (g) Billing and Invoicing IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall manage billing and invoicing in connection with the D&B / IBM Confidential A-4- 19 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- OTC Services. IBM's responsibilities in this regard include the following activities: 1 Printing invoices and credit notes each morning. D&B's existing order processing system generates invoices and credit notes each night and distributes them to OTC team print queues. 2 Performing quality assurance checks on Invoices to ensure compliance with D&B Invoice formats are page formatting and stationary requirements. country-specific and require IBM to maintain foreign language print capabilities. 3 Printing invoices on the appropriate letterhead and mailing them either Invoices shall be printed in (a) from the country in which the customer receiving them is located accordance with D&B (e.g., customers in the Netherlands will receive invoices post-marked from standards and appear to be a location in the Netherlands) or (b) from another country provided the sent directly from D&B. average time for invoices for customers in each country shall not increase significantly (and in no case shall increase more than 24 hours than would be posted in accordance with item (a)). 4 Complying with and tracking authorized requests from D&B to delay distribution of an Invoice. 5 Reviewing, comparing, and verifying figures reported by D&B billing systems and reports, and resolving mismatches as appropriate. (h) Collections IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall collect receivables payable to D&B and process Collections Transactions, including cancellations. IBM's responsibilities in this regard include the following activities, where appropriate for a particular market: 1 Producing and maintaining a list of accounts with outstanding balances using information from customer billing systems databases ("Collections Account List"). 2 Researching and conducting external inquires as necessary to obtain required customer account information. 3 Proactively contacting customers via telephone, e-mail, and regular mail before their balances are due to ensure the customers intend to pay on time and to resolve any issues D&B / IBM Confidential A-4- 20 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- that may prevent on-time payment to extent necessary to meet the Service Levels. 4 Contacting customers via telephone, e-mail, and regular mail to collect outstanding accounts receivables. 5 Logging all Collections activities taken with respect to a customer, all relevant communications, disputes, and other information from the customer into the applicable collections platform. 6 Updating financial and accounting systems with current customer names, telephone numbers, addresses, and other contact information. 7 Pushing EDI files to customers. 8 Continue existing practice to receive cash and credit card payments from customers and processing those payments upon receipt. 9 Verifying that FTP files have been uploaded to the accounts receivable D&B will be responsible for platform and processing payments contained therein. receiving FTP files from banks and for uploading them to the Accounts Receivable Systems. 10 Sorting and routing lockbox mail. 11 Receiving, tracking, managing, and resolving all inbound communications related to accounts receivables, including those received by regular mail, fax, e-mail, phone). 12 Managing and resolving disputes raised by a customer utilizing the Equitant platform and dispute management processes, including by; (A) Logging and tracking disputes from receipt through resolution. (B) Promptly providing customers with the basis for the disputed charges and all available supporting information. (C) Obtaining all necessary information on the disputed amount from the customer and logging such information into the AR system. (D) Resolving all disputes that relate to issues that can be resolved by Collections personnel, communicating the resolution to the customer via email, telephone, or regular post mail (as requested by customer), and updating the appropriate systems. (E) For all disputes that relate to issues that cannot be D&B / IBM Confidential A-4- 21 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- resolved by the Collections personnel, logging the information into the AR system and providing the designated D&B representative with all information about the dispute required for his or her review and analysis. (F) Taking follow-up action to collect the disputed amount after escalation (e.g., generating an SMT, crediting a customer account, re-invoicing the customer, issuing a credit note). (G) Tracking all disputes and proactively following up to ensure dispute notices are received and include all information required to understand the validity and status of the dispute. (H) Escalating disputes referred to a D&B representative but for which IBM has not received a response or resolution in accordance with D&B policies and procedures. 13 Printing and mailing or faxing (as requested) duplicate invoices and supporting information to customers. 14 Developing, implementing, and maintaining a process to adjust terms for all non-standard invoicing. 15 Documenting customer promises to pay (along with discussion details and expected payment date) in the AR systems, tracking such payments, and following up with customers when payment is not received by the expected payment date. 16 Performing the following activities for customer refund requests: (A) Updating relevant customer records in the AR system to reflect refund requests. (B) Verifying whether requested refunds are appropriate. (C) If a refund is not appropriate, contacting the customer to discuss the refund and request payment of any outstanding amounts. (D) If a refund is appropriate, completing and printing the refund and check All refund requests must be request and sending them to the internal cash management department for authorized by D&B. authorization. 17 Identifying receivables that should be written off as bad debt. This D&B will retain responsibility determination is based on applicable internal policies and procedures and the for managing items referred following information: for litigation (A) Notices provided by internal organizations, a customer, or a liquidator that a customer has D&B / IBM Confidential A-4- 22 IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- entered liquidation; (B) A determination, after following all applicable internal collections procedures, that the receivable cannot be collected and that the amount owed is not sufficiently large to justify litigation. (C) Notices provided by internal organizations that legal action to collect the receivable has been unsuccessful. 18 Once bad debt has been identified, accessing the customer's details on internal systems, creating a write-off form in the appropriate system, and passing the documentation to a D&B manager for authorization. 19 Performing all functions related to the reversal of bad debt as requested by D&B and continuing to perform Collections activities for such debt in accordance with D&B write-off policy. 20 Researching customer account activity when requested by D&B sales or business units (e.g., locating customer checks, providing copies of refund checks, documenting credit card activity). 21 Coding checks received by Receivables Management Services ("RMS") or Intrum Justitia Limited ("IJ") on D&B's behalf and checks received by D&B on RMS's or IJ's behalf, send supporting documentation to RMS each week, and compiling a spreadsheet for each inter-company transfer. 22 Researching and processing unidentified checks. 23 Ensuring that automated systems successfully enter accounts receivable activity into the general ledger. (i) Cash Applications IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall apply cash received from customers to the appropriate accounts and manage and process cancellations or Orders and invoices. IBM's responsibilities in this regard include the following activities: 1 On a daily basis: (a) in the U.S. only, verifying that statements from In the U.S., D&B will be banks used by D&B have been uploaded to the appropriate Finance Processing responsible for receiving systems; and (b) in Europe only, downloading payment information from the FTP files from banks and for relevant banking infrastructure and posting it to the appropriate customer uploading them to the account. Accounts Receivable Systems. 2 Applying all receivables against customer records and D&B / IBM Confidential A-4- 23 matching in accordance with remittance advice. 3 Managing and researching unallocated (i.e., no customer to allocate against) and unmatched (i.e., no invoice to allocate against) cash and working with customers to resolve discrepancies and disputes. 4 Tagging partial payments for transactions with the appropriate dispute code and completing the required text fields. 5 Generating cancellations (credit notes) after appropriate authorization directly into D&B billing systems with the appropriate codes and supporting documentation. 6 Receiving and applying credit card and other electronic payments to the appropriate customer accounts and monitoring subsequent chargebacks. 7 Receiving, resolving, and processing customer refunds after the appropriate authorization procedure has been completed. IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- 8 Processing credit memos, debit memos, stop payments, and insufficient funds information from bank returns into the accounts receivable system. 9 Identifying payments that should be paid to other parties and reporting to general accounting so the necessary correction or settlement can be made. 10 Performing the following reconciliation and accounting functions for cash application-related ledgers and accounts: (A) Monitoring and correcting bank transfer processing errors. (B) In the U.S. only, producing balance sheet reconciliations in accordance with standard D&B templates. (C) In the U.S. only, updating control spreadsheets to confirm the completeness of reconciliation activities. (D) In the U.S. only, identifying and notifying D&B of cash application-related D&B will be responsible for general ledger posting errors and perform month-end, quarter-end, and correcting errors identified year-end processing. in the general ledger. (j) Archiving IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM's responsibilities with respect to archiving OTC documents include: 1 Returning all hard-copy OTC documents received by IBM to their country of origin where required to comply with D&B / IBM Confidential A-4- 24 applicable laws and regulations. 2 Making available all electronic OTC documents received by IBM or created (where scanning or other functionality exists in a market). 4 END USER SUPPORT 4.1 HELP DESK IBM RESPONSIBILITIES COMMENTS - ------------------------------------------------------------------------------------------------------------------- IBM shall provide a single point of contact telephone number, e-mail address, IBM personnel shall appear and postal address for the Finance Processing services organization for End to the End Users to be D&B Users (including D&B vendors and internal and external customers) for problems, personnel when answering inquiries, and other issues relating to the Finance Processing Services. IBM's calls and in any other responsibilities in this regard include the following activities: written or oral correspondence with end users. 1 Providing a facility for End Users to: (A) Ask questions about Finance Processing services. (B) Report problems and complaints regarding the quality of the services. (C) Request Finance Processing information (e.g., duplicate invoices, payment history). 2 Receiving contacts via telephone and electronic methods (e.g., email). 3 Registering each contact into a contact tracking system. 4 Collecting from service delivery providers information regarding: (a) problem resolution status, and (b) planned events that may interrupt service delivery. 5 Notifying the contacting users (or their designees), either in response to a request received for update or automatically in accordance with policies and procedures, of: (A) When the subject matter of the contact is to be resolved (e.g., problem resolution time). (B) Where to get further information on a subject. 6 Confirming closure of inquiries with the contacting users (or their designees). 4.2 PROBLEM RESOLUTION IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- D&B / IBM Confidential A-4- 25 IBM shall resolve inquiries, including questions, problem reports, and other contacts, reported by End Users. IBM's responsibilities in this regard include the following activities: 1 Making an initial assessment of the contact. 2 Resolving the all contacts that relate to Finance Processing services and transferring contacts that do not relate to Finance Processing services to the appropriate process or department. 3 Tracking contacts referred to other departments through resolution, and periodically following up with such departments to ensure timely resolution. 4 Managing the inquiry life cycle, including closure and verification. 5 Coordinating external support groups, including working with third parties to resolve problems. 4.3 END USER SUPPORT REPORTING IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall produce the reports required to provide other areas of D&B with relevant information regarding the operation and performance of the End User support activities described in Sections 4.1 and 4.2. IBM's responsibilities in this regard include producing reports detailing the volume and performance of the End User support Services, including customer satisfaction surveys and summary reports. 5 INFORMATION MANAGEMENT IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall ensure documents, inquiries, and other information received from D&B business unit and other End Users, third party vendors and suppliers, and D&B customers are tracked from receipt through final processing and distribution. During Transition, IBM and D&B shall agree on the scope of the information management activities described below that are necessary to achieve this end and for each Party to perform its obligations under the Agreement. IBM's responsibilities in this regard include the following activities: 1 Developing, documenting, implementing, and using a process and/or databases for formally tracking and routing of paper, electronic, and verbal information received in connection with performance of Finance Processing services. D&B / IBM Confidential A-4- 26 2 Tracking documents, inquiries and other information from the moment of receipt until the moment all processing activities have been performed and the relevant information has been entered into appropriate D&B systems and archived. 3 Providing designated D&B end users with access to the status of documents, inquiries, or other information received for processing, in the manner agreed by the Parties during Transition. 4 Implementing controls to ensure 100% of documents dispatched by D&B are received for processing and are accurately and completely processed or tracked through the rejection management process. 5 Tracking and reporting to D&B all non-compliant documents submitted for processing that are rejected or returned to an End User for further action (e.g., non-compliant Orders, T&E claims, Invoices). 6 DATA MAINTENANCE IBM RESPONSIBILITIES COMMENTS - ----------------------------------------------------------------------------------------------------------------- IBM shall ensure the following data related to documents IBM is responsible for D&B shall have the right to processing in D&B systems and databases is accurate and up-to-date for approve all data maintenance processing, reporting, and other purposes, including: changes. (A) Master data for a person or company who provide goods or services to D&B and receives payment for such goods or services ("Vendor Master Data"); (B) Master data for a D&B customer for which IBM provides Services or from which IBM collects receivables ("Customer Master Data"); (C) Master data for an Employee or an individual who works for D&B through a third-party agency ("Employee Master Data"); and (D) Data held within the finance systems that provide the structure for the finance systems and sales and ordering processes (e.g., company, VAT, pricing updates and tariffs, and dispute codes) ("Standing Data"). IBM's responsibilities in this regard include the following activities: 1 Loading D&B finance systems with new, authorized updated or corrected data, and verifying the accuracy and completeness of changed data to the appropriate files (e.g., D&B / IBM Confidential A-4- 27 new customers, prices, or product descriptions, vendor pay-to addresses, tax information, bank information). 2 Deleting incorrect or out-of-date data requested and authorized by D&B. 3 Recommending combinations of similar records and deletions of unused records to D&B. 4 Ensuring necessary linkages between various pieces of data to which IBM has access are correctly established in the appropriate system(s). 5 Obtaining tax ID, DUNS number and SIC codes required to update vendor, employee, and customer files. 6 Testing changes to ensure data is correctly implemented. 7 Maintaining records within Finance Processing systems that ensure verifications are made. 8 Notifying relevant third parties, such as corporate card issuers in the U.S., of changes made to data, and verifying such third parties' implementation of such data changes. 9 Performing periodic reviews of the vendor, employee, and customer files to ensure accuracy and consistency. 10 Implementing robust controls to ensure accuracy and security of the vendor and Access to vendor, employee, employee master files. and customer master files will be restricted to a limited number of designated, authorized personnel. 7 FINANCE COMPLIANCE AND AUTHORIZATION This Section 7 describes four of the processes the Parties shall develop, perform, and regularly update during the Term to ensure D&B's F&A organization remains in compliance with applicable Policies and Laws. D&B shall be responsible for the Authorization Process described in Section 7.1. The Parties shall be jointly responsible for performing each of the activities described in Sections 7.2 through 7.4. This Section 7 is not intended to limit Section 14 of the Agreement (Audits; Record Retention) or Section 24 of the Agreement (Compliance with Laws). 7.1 AUTHORIZATION PROCESS The purpose of the "Authorization" process is to obtain approval and sign-off from an appropriate individual, representing either D&B as a whole or the applicable business units, as necessary, when making decisions affecting the business. The Authorization process includes the following activities: D&B / IBM Confidential A-4- 28 (a) Obtaining enterprise approval of reports and returns prepared for submission to non-D&B entities (e.g., government authorities) that bear D&B's name as the author or beneficiary of the report or return. (b) Obtaining business unit customer approval of write-offs or write-downs of outstanding assets and liabilities. (c) Approving changes to systems, data, schedules, and other operational aspects and functions that have been excluded from the Change Management process. 7.2 CONTROLS DEVELOPMENT AND DOCUMENTATION PROCESS The purpose of the "Controls Development and Documentation" process is to develop and document processes and controls to ensure compliance with (i) D&B internal policies and procedures and (ii) applicable laws, regulations, and audit requirements, including the Sarbanes-Oxley Act of 2002 (collectively "Applicable Policies and Laws"). The Controls Development and Documentation process includes the following activities: (a) Identifying specific risks and controls associated with each process. (b) Reviewing existing processes and controls and proposing enhancements designed to improve compliance with Applicable Policies and Laws. (c) Working with business and legal representatives to document processes and controls and integrate Finance Processing controls with D&B's enterprise-wide compliance program. (d) Obtaining approval from designated business and legal representatives prior to implementing or changing processes or controls. (e) Reviewing internal and external audit reports and ensuring changes to processes and controls are put in place in order to mitigate any identified risk areas. (f) Documenting processes and controls in a database accessible online to designated D&B representatives and auditors. 7.3 CONTROL MONITORING AND TESTING PROCESS The purpose of the "Control Monitoring and Testing" process is to ensure controls are implemented and followed to the extent necessary to comply with Applicable Policies and Laws. The Control Monitoring and Testing process includes the following activities: (a) Developing and maintaining a plan for testing the effectiveness of processes and controls used to ensure compliance with Applicable Policies and Laws. (b) Testing processes and controls in accordance with the agreed upon test plan. (c) Reviewing exceptions identified during testing and developing plans to resolve and prevent the recurrence of the exceptions, reviewing the plans with (and D&B / IBM Confidential A-4- 29 obtaining the approval of D&B business representatives, and implementing changes documented in the plan. (d) Researching documented compliance-related activities to further verify the accuracy of such reports and supporting documentation. 7.4 COMPLIANCE REPORTING PROCESS The purpose of the "Compliance Reporting" process is to provide information to the appropriate personnel to ensure all Finance Processing processes and controls are compliant with Applicable Policies and Laws. The Compliance Reporting process includes the following activities: (a) Documenting and reporting deviations from documented controls. (b) Documenting and reporting known control weaknesses and risks. (c) Explaining processes and controls to internal and external auditors. 7.5 SAS 70 AUDITS Supplier shall provide the SAS 70 - Type II audits described in Section 14 of the Agreement. 8 ADDITIONAL IBM RESOURCES This Section 8 describes three additional resources IBM shall provide: POSITION DESCRIPTION PURPOSE DURATION - ---------------------------------------------------------------------------------------------------------------------------- ASSISTANT CREDIT & Report to D&B collections lead Drive cash collections efforts during Dedicated from deal COLLECTIONS LEADER (Matt Skudera) transition period 3/1/05 "go live") signing through Transition (about Focus on day-to-day cash "Jump Start" the Transition "Do it" collections versus watch and observe Learn the variables associated with Help to ensure D&B cash guidance is D&B's business so that they can be achieved accommodated as part of the Transition Gain knowledge, from an Equitant perspective, about D&B business, Free D&B collection lead (Matt customers and the cash collections Skudera) up to focus with Equitant process to integrate into the on the creation of the "to be" Transition Plan state Position Equitant to advise on how D&B can enhance cash collections in Q4 and improve D&B processes as D&B transitions to the Equitant D&B / IBM Confidential A-4- 30 POSITION DESCRIPTION PURPOSE DURATION - ---------------------------------------------------------------------------------------------------------------------------- platform SOX COMPLIANCE Serve as the SOX "bridge" between Explain IBM SOX process, learn D&B Effective Date CONSULTANT D&B and IBM / Equitant before, SOX process to help ensure at "go through the during and following the Transition live" a common well understood Transition to deliver agreed process for 2005 process Bridge the "gap" between IBM and This may not be a full time D&B on SOX related matters i.e., role. The level of how D&B does SOX today will not be effort will be driven the "exact" way it is done in IBM / by the demands of the Equitant Transition Plan Agree on the SOX transition process Tentative Schedule: in clear terms - Full Time for the first Help translate D&B's (D&B, E&Y, 3 weeks PwC) approach to IBM / Equitant - 2 days per week to 12/15/04 Ensure documentation and process - Full Time to year end links - 2-3 days per week to "go Ensure the conversion of testing live" procedures Support SOX transition plan and participate in the process to communicate and obtain sign off from D&B Controller (MJ Raymond) and PwC FINANCE OUTSOURCING Reporting to the Finance To bring focus, discipline, skills To begin, in a part time PROGRAM MANAGER Reengineering Operating Owner and bandwidth to the transition capacity, when detailed responsible to play a major role in effort Transition planning commences. the development and execution of the global Finance outsourcing To supplement D&B program resources This becomes a full time role initiative by representing to IBM which are in limited supply beginning with the execution the D&B schedule and incorporating of the Transition Plan and IBM schedule needs with D&B To provide an insider's perspective through the post "go to what is clearly needed from the IBM / Equitant side to be successful D&B / IBM Confidential A-4- 31 live" support period D&B / IBM Confidential A-4- 32 EXHIBIT A-5 CROSS FUNCTIONAL SERVICES TABLE OF CONTENTS 1. Security ..................................................... 2 1.1. Information and Logical Security .................... 2 1.2. Physical and Operational Security ................... 4 2. Business Continuity Services ................................. 5 2.1. Business Continuity Plan ............................ 5 2.2. Minimum Business Continuity Requirements ............ 5 2.3. Business Continuity Plan Testing .................... 6 2.4. Additional IBM Responsibilities ..................... 6 2.5. Cooperation with D&B ................................ 8 3. Risk and Control ............................................. 8 4. Customer Satisfaction ........................................ 10 5. Training and Education ....................................... 10 5.1. IBM Personnel Training .............................. 11 5.2. End User Training ................................... 11 5.3. Training Resources .................................. 11 6. Documentation ................................................ 11 7. Quality Assurance ............................................ 11 8. Financial Management ......................................... 12 9. Problem Management ........................................... 12 10. Management Support and Advice ................................ 13 11. Reporting .................................................... 14 12. Interfaces and Software Refresh .............................. 14 13. Records Retention ............................................ 15 14. D&B Facilities ............................................... 15 15. Project Management ........................................... 16 D&B / IBM Confidential A5- 1 EXHIBIT A-5 CROSS FUNCTIONAL SERVICES IBM shall perform and integrate the Services in this Exhibit A-5 across all Services in this Schedule A and the Agreement. 1. SECURITY 1.1. INFORMATION AND LOGICAL SECURITY IBM shall be responsible for maintaining the security of information in environments under IBM's management in accordance with IBM GSD331, which will be jointly developed and agreed to by the Parties during Transition, but at a minimum, will be no less rigorous then the D&B security policies and procedures in effect during the Term of the Agreement. IBM shall implement an information security approach, approved by D&B, that follows a resource-ownership concept for security, for validating access authority, and for regularly reviewing authorized access for computer users (including periodically reviewing access lists to verify that each user ID having access still requires such access). Without limiting the generality of the foregoing, IBM shall follow security procedures identified by D&B, provided that if such security procedures would reduce the effectiveness of, or otherwise conflict with the maintenance of, the information security otherwise being provided by IBM: (i) IBM shall notify D&B of the impact such D&B identified security procedures would have on the information security then being provided by IBM; and (ii) the Parties shall resolve any conflicts in such manner as is agreed upon at the time. IBM's responsibilities with respect to information security shall include the following: (a) Implementing and maintaining stringent security procedures to manage and administer access of IBM Personnel to D&B Data and systems and networks used to provide the Services. D&B shall retain authority for approval of data or system access requests. IBM shall follow D&B's instructions and procedures regarding such access and, if IBM is the custodian of D&B Data, follow D&B's requirements for classification and protection of D&B Data. (b) Assigning and resetting passwords per established procedures, suspending and deleting inactive logon IDs, and researching and reporting to D&B security problems that involve IBM Personnel, facilities, or equipment. (c) Developing, implementing, and maintaining a set of automated and manual processes so that D&B's data access rules, as they are made known to IBM, are not compromised. (d) Monitoring IBM users of the D&B production environment for authorized access. IBM, with D&B's participation, shall monitor, review and respond in a timely and appropriate manner to access violations of the D&B production environment. (e) Capturing data regarding routine access and exceptions for audit trail purposes, and making such data available to D&B upon request. D&B / IBM Confidential A5- 2 (f) Establishing and administering security violation and unauthorized access attempt report mechanisms. Where there is a security violation or an unauthorized access attempt discovered by IBM or made known to IBM, IBM shall: (i) Immediately contact D&B upon notice of a security violation, attempted security violation, or an unauthorized access attempt and work with D&B security to investigate such violation or attempt while at all times adhering to D&B's security policies and procedures. IBM shall provide information regarding such intrusion investigation to D&B upon request; (ii) Promptly provide a written report to D&B describing such violation or attempt; (iii) Initiate corrective actions, with the assistance of D&B where appropriate, to minimize and prevent reoccurrence to the extent such violation or attempt is within an area under the control of IBM; (iv) Recommend corrective actions to D&B to minimize and prevent reoccurrence to the extent such violation or attempt is not within an area under the control of IBM; and (v) Prepare and retain documentation of investigations of such violation or attempt and provide a copy of such documentation to D&B. (g) Establishing and maintaining safeguards against the unauthorized access, destruction, loss or alteration of D&B Data under the management of IBM that are no less rigorous than the practices of D&B (as made known by D&B to IBM) or those IBM uses to protect similar data of its own or its other customers. (h) Using best demonstrable practices to protect D&B systems from viruses transferred from IBM personnel, networks, or equipment, including: (i) Installing, tailoring, updating, operating, and maintaining anti-virus software on all IBM personal computers that scans for viruses automatically. IBM shall promptly install anti-virus software updates made available by third-party vendors. (ii) Scanning files received from D&B customers and third party data sources for viruses (and cleaning them) before entering or uploading data from such files into D&B systems. (iii) Upon detection of a virus that may affect D&B systems or data, promptly: (A) notifying D&B, (B) assessing the scope of damage to D&B; (C) using best efforts to arrest the spread and progressive damage from the virus; and (D) taking steps, where possible, to salvage and/or restore as much of the impacted data and software controlled by IBM as possible. (i) Installing firewalls on all IBM personal computers and other equipment used to provide the Services, banning floppy and CD disc drives, and controlling internet access. D&B / IBM Confidential A5- 3 (j) Notifying D&B's risk management group of any security violation or unauthorized attempt to access or alter D&B data and escalating the issue in accordance with applicable D&B security policy guidelines and procedures. (k) Conducting periodic reviews, as appropriate, to validate that individual employee access to programs, databases, and libraries is appropriate. (l) Capturing data regarding routine access and exceptions for audit trail purposes, and making such data available to D&B upon request. (m) Performing periodic security reviews, providing incident investigation support, providing copies of the report to D&B, and initiating corrective actions to minimize and prevent security breaches. (n) Providing monthly reports on violation and access attempts, and retaining documentation of the investigation for a period of one (1) year. (o) Providing security access control tools for data, software, and networks in compliance with D&B security policies, standards and procedures and maintaining such security and access control devices in proper working order. (p) Establishing and administering procedures to monitor and control remote data communication access to D&B systems, software, equipment, and data. (q) Performing back-up and recovery procedures in response to security violations that result in lost or damaged information. (r) Responding to all security review requests from D&B or regulatory authorities. (s) Cooperating and assisting with efforts by D&B or authorized representatives of D&B for security tests. 1.2. PHYSICAL AND OPERATIONAL SECURITY IBM shall be responsible for maintaining a secure physical and operational environment when performing the Services. IBM's physical security procedures shall, at a minimum, be consistent with standards at well-managed operations performing services similar to the Services and with D&B's standards during the Term of the Agreement. IBM's responsibilities in this regard include (i) performing physical security functions (e.g., identification badge controls, alarm responses) at the facilities used to provide the Services under IBM's control; (ii) performing the Services at a facility physically separated (with restricted, secured access) from D&B Competitors; and (iii) prohibiting visitor access to the facilities where IBM performs the Services (excluding employees or contractors of IBM or its Affiliates) without pre-approval by D&B. 1.3. BACKGROUND CHECKS AND SCREENING In accordance with Section 6.3 of the Agreement, prior to being assigned to perform the Services, IBM Personnel will undergo the screening measures described in Attachment A-5-1 (IBM Personnel Background Checks and Screening). Attachment A- D&B / IBM Confidential A5- 4 5-1 (IBM Personnel Background Checks and Screening) describes IBM's standard screening measures for the US, UK, and Canada, which as implemented during the Term of the Agreement will comply with the respective laws of the countries where such screening procedures are performed. IBM Personnel assigned for less than ninety (90) days will have completed IBM's standard screening procedures as follows, subject to compliance with the respective laws of the countries where such screening procedures performed: Civil Court check, confirmation of current residence for the past year, credit history for the past year five years, criminal background check, DMV checks, if applicable, highest Level of education or professional license confirmation, previous employment verification, reference check verification (minimum of two). For certain D&B accounts designated by D&B, in its discretion, IBM may provide heightened background check requirements to the extent required to comply with the requirements of D&B's customer for such account. 2. BUSINESS CONTINUITY SERVICES IBM shall be responsible for providing technology business continuity capability and services to D&B, which at a minimum are no less rigorous then the business continuity policies and procedures that are in effect in effect during the Term of the Agreement so as to maximize availability of the Services during an event that would otherwise affect the delivery of the Services. 2.1. BUSINESS CONTINUITY PLAN (a) Prior to the Commencement Date, IBM will develop and maintain a business continuity plan ("BCP") that provides for the continued provision of Services in the event of a disaster. The BCP will be subject to D&B's approval. (b) IBM will update the BCP periodically during the Term to as necessary to accommodate D&B's evolving business needs and priorities. IBM will obtain D&B's approval of all updates. (c) IBM will help integrate the BCP for the Services with any company-wide business continuity and disaster recovery plans and related activities of D&B. 2.2. MINIMUM BUSINESS CONTINUITY REQUIREMENTS At a minimum, IBM shall include the following requirements in the BCP, and maintain a service delivery model that meets them. (a) In accordance with Attachment A-6-5 (Technology Solution), the IBM BCP shall provide for the relocation of agreed upon IBM Personnel to alternate facilities in the event of a disaster affecting facilities normally used to provide the Services. (b) IBM will maintain a list of key personnel contacts and notification procedures for D&B, IBM, and any third party supplier personnel. (c) IBM will provide a single point of contact and an alternate for the single point of contact responsible for the BCP and related communications and BCP activities. D&B / IBM Confidential A5- 5 (d) The technology (e.g., system, network, IBM Applications) used to provide the Services will have redundancies such that each site used to provide the Services could be utilized in the event of a disaster. 2.3. BUSINESS CONTINUITY PLAN TESTING IBM's responsibilities with respect to testing the BCP include: (a) Establishing joint test objectives with D&B designed to verify IBM will be able to restore Services within the timeframes identified in the BCP. (b) Scheduling and testing all components of the BCP at least annually. IBM will retest any components that do not satisfy the applicable test objectives within ninety (90) days. (c) Obtaining D&B's approval of testing dates with D&B's and giving D&B and its representatives the opportunity to observe and participate in the tests. (d) Continuing to perform the Services during BCP tests. (e) Providing D&B with a formal report of the test results within thirty (30) days of each test. At a minimum, these reports should include, (A) the results achieved against the applicable test objectives and (B) a plan and schedule to remedy any gaps revealed during testing. (f) Providing D&B with resources to participate in testing functionality of recovered systems during D&B's disaster recovery drills. During the planning of each disaster recovery drill, D&B and IBM will mutually agree to the resources required for participation in the upcoming drill. The resources provided by IBM shall be involved in the performance of the Contact Center, Data Programming, Transaction Processing, and Finance Processing Services (i.e., resources required to test functionality will be one (1) or two (2) persons for each functional area being tested). Such resources shall be available for executing documented test plans, which typically are completed within a four-six hour period during the recovery time window. IBM shall be responsible for reviewing any existing test plan scripts, updating such scripts where necessary, and creating new functional test plans or recovery plans for any technology or function IBM maintains and supports. If IBM Personnel are required to travel to in order to fulfill the testing requirements set forth in this Section 2.3(e), then such travel shall be subject to IBM's approval. 2.4. ADDITIONAL IBM RESPONSIBILITIES IBM's additional responsibilities with regard to BCP include the following: (a) Reporting disasters (or potential disasters) to D&B immediately upon identification based on parameters defined in the BCP. (b) Declaring disasters in accordance with procedures existing at the time of declaration and notifying D&B of situations that may escalate to disasters as soon as practicable. D&B / IBM Confidential A5- 6 (c) Executing the BCP, including restoring support for the Services, verifying that data and work product is recovered to the appropriate point in time, and providing all other functions required by the BCP. (d) Providing additional resources as necessary to maintain provision of the Services. (e) Coordinating its efforts with D&B and third parties performing services for D&B. (f) Conducting a post-disaster meeting with D&B in order to understand the cause of the disaster (g) Developing plans to eliminate or mitigate the risk of future occurrences, and promptly implementing those plans. (h) Negotiating and managing contracts with third party suppliers as necessary to meet IBM's business continuity obligations (e.g., contracts for alternate facilities or temporary personnel). (i) At all times, maintaining strict compliance with the policies, standards and procedures contained in D&B's business continuity and disaster recovery plans. (j) Training IBM and D&B personnel in business continuity procedures and implementing a process to obtain immediate access to such procedures in a disaster situation. (k) Adhering to stringent corporate standards on security and health and safety at all facilities where IBM performs the Services. (l) Utilizing a minimum of one of the following features to ensure a consistent and reliable power supply: Uninterrupted Power Source (UPS), dual power sources from segregated power grids, or backup diesel generators as further described in Attachment A-6-5 (Technical Solution). (m) Maintaining a level of resiliency that is built into the internal IBM IT infrastructure in order to reduce the risks caused by loss of hardware and connectivity. (n) For those Applications maintained and hosted by IBM used to deliver the Services, IBM will backup the data as required by the Procedures Manual. (o) Documenting all technical processes required to deliver and maintain the Services and their storage in team rooms accessible to all IBM team members, including backing up such team rooms as part of the standard operating procedures. (p) Providing dual separate lines at each connection point to be used as a failover that are "hot", (i.e., up and running ready for use at any moment). (q) Rerouting calls from one location providing the Services to another as necessary to perform the Services as designated by D&B. D&B / IBM Confidential A5- 7 2.5. COOPERATION WITH D&B (a) IBM shall cooperate with D&B as necessary for D&B to incorporate IBM's BCP into D&B's firm-wide business continuity plan, including by reviewing and contributing portions of the plan related to or dependent on IBM or the Services. (b) Upon request, IBM shall participate in D&B disaster recovery tests relating to the Services or infrastructure used by D&B or third parties in support of the Services (e.g., tests of the environment provided by D&B that hosts the systems used by IBM to provide Services). (c) IBM shall provide all services and functions reasonably related to the Services that are required to maintain business continuity in the event of a disaster affecting D&B. (d) IBM will adhere to D&B's requirements and current processes and procedures or business continuity and disaster recovery. 3. RISK AND CONTROL (a) IBM Controls. IBM shall implement, manage, and maintain controls in the processes, procedures, facilities, and technologies used to provide the Services ("Controls"). The Controls shall be designed to safeguard D&B data, maintain compliance with applicable laws and regulations, ascertain that data is processed accurately and completely, and that products and services delivered to D&B customers are of the highest quality. The Controls shall be consistent with those used by industry leading service providers and at least rigorous as those utilized by D&B prior to the Effective Date. IBM's responsibilities with respect to risk and control include: (i) All IBM Personnel who deliver Services to D&B will understand D&B policies and their respective responsibilities in support of those policies. IBM shall implement a D&B-approved policy and procedures awareness program to make certain that the staff are appropriately trained on the contents of such policies. (ii) Maintaining records to document that IBM (and any IBM subcontractor) staff have completed a policy and procedures awareness program and have attended appropriate refresher sessions. (iii) Reporting to a designated D&B representative, the status of remediation projects intended to eliminate identified areas of non-compliance with applicable Controls. IBM shall provide reports on the status of such remediation projects on a monthly basis, or as required by D&B, or as set forth in the remediation plan. (iv) Coordinating with appropriate D&B personnel to provide relevant information for external customers and potential external customers of D&B as appropriate (e.g., requiring demonstration of adequate controls). D&B / IBM Confidential A5- 8 (v) Upon request, providing D&B with documentation on Control policies and procedures including, but not limited to, physical access, logical access, network security, change management and business continuity relating to the environments under IBM's control. (vi) Upon request, providing access to IBM facilities, systems, and documentations for D&B and D&B regulators. (vii) Providing network segregation and tracking and reporting on such segregation among D&B and other IBM customers at IBM facilities. (viii) Maintaining compliance and control processes and ascertain that D&B data and technology resources remain segregated from what is provided to other clients of IBM or its subcontractors. (ix) Checking that IBM staff shall have sufficient technology controls expertise to ascertain that business processes and technology products are in compliance with D&B policies and standards. (x) Establishing, documenting, and maintaining an internal audit process for each of the Services, including coverage, frequency, reporting approach, and issue management. (xi) Identifying the processes and configurations IBM shall use to ascertain that the products and services it is providing comply with D&B Control policies and standards. (b) Sarbanes-Oxley Compliance. IBM shall collect, maintain and make available to D&B all applicable records and books of account, including all electronically stored or written information pertaining thereto (for the purposes of this section collectively, "Records") in accordance with the Sarbanes-Oxley Act of 2002, including any applicable regulations issued by the U.S. Securities and Exchange Commission (SEC), and the SEC administered Public Company Accounting Oversight Board. Without limiting any of the foregoing, all Records and procedures used to collect, maintain and report such Records shall comply with D&B's approved internal audit controls and procedures, including, the reporting of all Records in connection with the Agreement relating to transactions, projects, budgets, costs, charges, expenses and revenue managed, maintained or controlled by IBM. At minimum, the collection, maintenance, and reporting of such Records shall meet industry best practices, and (i) be available to D&B on a real-time basis; (ii) comply with D&B's business rules that define performance indicators and deviations thereto; (iii) enable the reconciliation and aggregation of all data contained in the Records into a standardized and centralized platform; and (iv) comply with the confidentiality and nondisclosure provisions set forth in the Agreement. IBM's shall implement a solution, acceptable to D&B, to achieve compliance with the Sarbanes-Oxley Act of 2002. In this regard, IBM shall implement, manage, and maintain the Controls set forth below in providing the Services: D&B / IBM Confidential A5- 9 (c) In providing the Contact Center Services, IBM shall: (i) Perform a credit check in the contract administration database as required by D&B, or Paydex score of seventy (70). IBM shall document the results of such credit check in accordance with D&B's credit policy and print the results of the credit check. (ii) Verify customer payment history for invoices past due over sixty (60) days and bad debt status for existing customers and report the results of such verification on the order. (iii) Verify customer signature on the order form and agreement in accordance with D&B's policies, and for changes to contracts, confirm that such change has been approved by D&B. (iv) Perform quality check for orders equal to or exceeding twenty five thousand dollars ($25,000) and document the review of such check by signing and dating the order form in the contract acceptance box. (v) Perform sample quality reviews of five (5) contracts per day to ensure data accuracy and policy adherence. (vi) Review and validate contract usage adjustments. For usage overrun on expired contracts, IBM shall ensure that written approval by D&B Sales is provided by D&B on the proper for such approval. (d) In providing the Data Programming Services, IBM shall make certain that fabricated orders are not released for shipment until D&B verifies existence of all pertinent documentation (i.e., master service agreement, contract, order form, variance forms). (e) In providing the Finance Processing Services, IBM will perform those Controls further set forth in Exhibit A-4 (Finance Processing Services). 4. CUSTOMER SATISFACTION IBM shall conduct customer satisfaction surveys at three levels: (a) overall satisfaction measured through formal surveys covering ongoing activities and project milestones; (b) individual satisfaction measured through spot surveys after providing service to individuals; and (c) informal satisfaction observed and documented through management meeting agendas and minutes. Formal surveys shall be conducted annually, with results reported to D&B. Spot survey results shall be presented biannually, or at D&B's request. 5. TRAINING AND EDUCATION In addition to the specific Services described elsewhere in this Schedule A and the Agreement, IBM's responsibilities with respect to training and education include the following: D&B / IBM Confidential A5- 10 5.1. IBM PERSONNEL TRAINING IBM shall be responsible for further developing and maintaining the requisite skills and technical knowledge of personnel assigned by IBM to perform the services, and IBM shall provide D&B with competent personnel across all areas of Service over the Term of the Agreement. 5.2. END USER TRAINING IBM shall provide train-the-trainer training and associated user guide documentation for any new tools or software provided by IBM and any process or other improvements within D&B's environment implemented at IBM's initiative that affect the way D&B interacts with IBM or its customers. 5.3. TRAINING RESOURCES IBM will be responsible for developing and distributing all materials required to provide the training described in this Section 5 and for providing such training in IBM facilities. 6. DOCUMENTATION IBM shall create and maintain up-to-date documentation on the Services and the technology, processes, and procedures used to provide the Services. In addition to the specific Services described elsewhere in this Schedule A and the Agreement, IBM's responsibilities in this regard include: (a) Creating detailed process workflow diagrams, training manuals, procedural documentation, and key contact information for each of the processes used by IBM to provide the Services. Such documentation shall be the property of D&B. (b) Maintaining accountability for Third Party licenses provided by D&B, including maintaining up-to-date inventories, licenses, and training materials for all tools and software used to provide the Services and tracking and reporting on such license usage as required by D&B. (c) On a regular basis (at least once per year), auditing documentation for completeness and accuracy in order to confirm that the documentation is present, organized, readable, updated and otherwise acceptable to D&B in form and content. Where it is determined that documentation is inaccurate (e.g., erroneous or out of date), IBM shall promptly correct such documentation. (d) Providing support, advice and assistance to users consistent with current documentation as contained in the Procedures Manual. (e) Making all documentation available electronically upon request, and, wherever possible, using documentation that is Web-enabled for access by D&B. 7. QUALITY ASSURANCE In addition to the specific Services described elsewhere in this Schedule A and the Agreement, IBM's responsibilities for quality assurance include the following: (a) Implementing, documenting and employing a quality assurance program designed to promote performance of the Services at a high level of quality, focusing on D&B / IBM Confidential A5- 11 measuring and improving reliability, speed, cost effectiveness, and customer satisfaction within six months of completion of Transition. Such program shall be subject to D&B's approval prior to deployment. (b) Writing and maintaining procedures and measurements on all quality assurance activities associated with the Services. (c) Taking proactive steps to increase the productivity of IBM Personnel, improve the quality of D&B products and services produced, and increase D&B's and its customer's level of satisfaction with the Services. (d) Maintaining an active and dynamic training and education program designed to further develop and maintain the requisite skills and technical knowledge of personnel assigned by IBM to perform the Services. 8. FINANCIAL MANAGEMENT IBM shall provide day-to-day financial management and support relating to the Services, including preparing budgets, tracking actual financial performance, preparing monthly invoices, executing accounts receivable and payable activities, pricing projects and New Services requested by D&B, performing capital planning and assessing the D&B's financial performance over the Term. 9. PROBLEM MANAGEMENT IBM shall be responsible for tracking and managing problems arising from or relating to the Services, including problems in the business process and technology environments managed by IBM ("Problem Management"). (a) IBM's general responsibilities with respect to Problem Management shall include the following: (i) Providing a single point of contact with end-to-end responsibility for each problem arising from or relating to the Services to minimize redundant contacts with D&B End Users. (ii) Logging reported problems upon receipt from D&B. (iii) Tracking, monitoring, controlling, and managing each problem arising from or relating to the Services until it is corrected or resolved. To the extent a problem does not arise from or relate to the Services, IBM shall refer such problem to the appropriate D&B or third-party entity, as identified by D&B, for resolution in which case IBM shall track, manage, and, unless D&B requests otherwise, periodically follow-up with such entity until the problem is corrected or resolved. (iv) Correcting or resolving problems arising from or relating to the Services. Problem corrections shall be subject to verification by the authorized D&B control person. D&B / IBM Confidential A5- 12 (v) Adhering to D&B procedures for problem escalation, review and reporting and taking appropriate measures to avoid reoccurrence of problems. (vi) Monitoring, measuring and providing reports on problems including statistics on the types of problems, total number of problems, outstanding problems and resolution times (including the average time to resolve problems). (b) IBM shall engage third party suppliers and vendors as necessary to localize and resolve problems that arise from or relate to the Services. (c) Upon request, IBM shall work with D&B and D&B's third party vendors to resolve infrastructure and applications problems affecting the Services or the D&B products generated in connection with the Services. 10. MANAGEMENT SUPPORT AND ADVICE (a) IBM shall provide frequent, ongoing support and advice to D&B about the Services. IBM's responsibilities in this regard include: Proactively identifying strategies and approaches for future delivery of the Services within D&B that may provide D&B with increased efficiency, improved service, and competitive advantages in its industry. (b) Advising business units on approaches to take advantage of opportunities for quality improvements, reduced costs, and increased efficiencies within the D&B services environment. (c) Assisting D&B in developing its strategy, direction, and business plans. (d) Maintaining current knowledge of D&B's business and proactively identify business process improvements designed to enhance the quality, controls, and efficiency of the Services. IBM's responsibility in this regard include: (e) Sending IBM Personnel providing the Services to forums and conferences, user groups, trade associations, and similar organizations that provide training and innovating ideas that can be used to enhance the Services. If IBM Personnel are required to travel to in order to fulfill requirements set forth in this Section 10(e), then such travel shall be subject to IBM's approval. (f) Providing D&B with regular access to knowledge and information acquired in IBM's specialized research and development laboratories relating to the Services. IBM shall provide D&B with access to such laboratories to answer queries that can be satisfied based on ongoing research and day-to-day activities. (g) Analyzing anticipated or potential changes in D&B's needs and proposing new systems or technologies to address such changing business requirements. (h) Researching new systems and technologies and leveraging such knowledge to assist D&B's procurement of new systems and technologies. D&B / IBM Confidential A5- 13 (i) Supporting D&B in the management and representation of D&B products offerings and services with its internal and external clients (e.g., answering questions about the services and processes). (j) As part of the Monthly Performance Report, providing D&B with softcopy database extracts from the management databases that track projects, problems and issues and a financial projection of IBM's charges. 11. REPORTING (a) In accordance with Section 13.2 of the Agreement and this Section 11, IBM shall provide D&B with: (i) The reports described in Exhibit F-3 (Reports) to the Agreement. (ii) The reports described in this Schedule A and Schedule B (Service Levels). (iii) The reports provided to D&B immediately prior to the Services Commencement Date that relate to the Services. (iv) Such other reports reasonably requested by D&B. (b) Except as otherwise provided in this Schedule A, IBM shall make all reports (including management and operational reports), and any available supporting information, accessible to D&B in a central database accessible to D&B via the Internet or D&B Intranet (the "Reports Database"). During the Term, IBM shall make efforts to improve these reports in terms of readability, comprehensiveness, and accuracy. (c) IBM shall allow designated D&B personnel to generate, manipulate and store reports in the Reports Database, and to drill down into the information supporting such reports. As part of this Service, IBM shall enable such users to: (i) Drill down to the lowest level of reports contained in the tree hierarchy in the Reports Database and to generate ad hoc reports down to the lowest point of such tree. (ii) Create and post ad hoc reports in the Reports Database for broader viewing by D&B End Users and customers. (d) IBM shall adhere to the established time frames for producing regular, standing reports, returns, and statements, including those described in Exhibit F-3 (Reports). 12. INTERFACES AND SOFTWARE REFRESH (a) As necessary to provide the Services, IBM shall develop and maintain the interfaces required for IBM to access D&B systems and to integrate IBM systems and technology with D&B's network, systems, and processes. D&B / IBM Confidential A5- 14 (b) IBM shall provide, test, and implement new versions of, enhancements and upgrades to, the IBM Software and Third Party Software provided by IBM (including software development products and tools) so as to remain within one (1) generation of the then-current version; provided that D&B may, on a case-by-case basis, determine to remain at a prior generation. Any change to the D&B environment will occur only after review and approval of the Change Management Process. 13. RECORDS RETENTION In addition to the responsibilities set forth in the Section 14 of the Agreement, IBM's responsibilities with respect to records retention shall include the following: (a) Reviewing and refining records retention policies and practices as necessary and appropriate, subject to D&B approval. (b) Implementing practices to enhance the effectiveness of the records retention effort. Such practices shall include: (i) Saving records in a retrievable format, labeling and storing tapes and other media including in accordance with legal and regulatory requirements, to the extent the process and procedures for saving such records are in effect during the Term of the Agreement, otherwise the processes and procedures will be reviewed and implemented through the Change Management Process; (ii) Randomly sampling record retrieval data to verify the integrity of the stored data to the extent D&B performed such function prior to the Effective Date; (iii) Performing review of IBM processes and assisting D&B in conducting an annual review to verify that proper record retention is being maintained; and (iv) When decommissioning a system, maintaining the appropriate documentation and code to support record retrieval requirements to the extent required by the agreed-to decommissioning strategy or plan applicable to such system, and subject to the requirements of any governing license. 14. D&B FACILITIES IBM shall use the D&B Facilities identified in Attachment A-6-5 (Technology Solution) for the time periods defined therein to provide Services or as otherwise mutually agreed to by Parties. IBM shall provide all other facilities required to perform the Services. Except to the extent Attachment A-6-5 (Technology Solution) provides for IBM's use of the D&B Facilities, IBM shall provide all facilities and related infrastructure required to provide the Services. (a) IBM may not use D&B Facilities to provide services for IBM's other customers or for any purpose other than providing Services for D&B. The use of such D&B / IBM Confidential A5- 15 facilities by IBM does not constitute a leasehold or other property interest in favor of IBM. (b) IBM shall use the D&B Facilities in an efficient manner and in a manner that is coordinated, and does not interfere, with D&B's business operations. If IBM uses D&B Facilities in a manner that unnecessarily increases facility or other costs incurred by D&B, D&B reserves the right to deduct such excess costs from the amounts otherwise due IBM. (c) IBM shall be responsible for any damage to the D&B Facilities resulting from the abuse, misuse, neglect or gross negligence of IBM or other failures by IBM to comply with its obligations with respect to the D&B Facilities. (d) IBM shall keep the areas of the D&B Facilities it uses in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act, and comply with D&B's standard policies and procedures and applicable leases as these are made available to IBM regarding access to and use of the D&B Facilities, including procedures for the physical security of the D&B Facilities. IBM shall comply with the duties imposed on D&B by any leases corresponding to D&B Facilities. (e) IBM shall permit D&B, its agents and representatives to enter into those portions of the D&B Facilities occupied by IBM staff at any time. (f) IBM shall not make any improvements or changes involving structural, mechanical or electrical alterations to the D&B Facilities without D&B's prior written approval. Any improvements to the D&B Facilities, whether owned or leased, will become the property of D&B. (g) When the D&B Facilities are no longer required for performance of the Services, upon D&B's request, IBM shall return such facilities to D&B in substantially the same condition as when IBM began use of such facilities, subject to reasonable wear and tear. 15. PROJECT MANAGEMENT IBM shall supervise, monitor, and manage projects required to complete the Transition and Transformation and any other project work described in the Agreement or requested by D&B during the Term. IBM's responsibilities in this regard include: (a) Assisting D&B in defining and documenting the project scope and business case required for the project. (b) Executing the project planning stage including: (i) Identifying the specific activities that must be performed to produce the various project deliverables. (ii) Sequencing activities by identifying and documenting interactivity dependencies. D&B / IBM Confidential A5- 16 (iii) Developing a schedule by analyzing the activity sequences, activity durations, and resource requirements. (iv) Providing risk management planning by deciding how to approach, plan for, and mitigate risk in the project. (v) Planning project resources by determining which resources (e.g., people, equipment, and materials) and what quantities of each are required for project activities. (vi) Providing all necessary tools and resources to support the identification, development and implementation of the business processes requiring change; (vii) Estimating and budgeting the costs required to complete project activities. (viii) Providing D&B with a forecast that analyzes the impact to the Services and D&B's return on investment, if applicable, for completing the project. (ix) Identifying which quality standards are relevant to the project and how to satisfy them. (x) Identifying, documenting, and assigning project roles, responsibilities, and reporting relationships. (xi) Determining the information and communications needs of the stakeholders. (xii) Developing a project plan by taking the results of the above planning processes and putting them into a consistent, coherent document that can be used to guide both project execution and project control. (xiii) Submitting a project plan to the Program Management office for approval, which includes a description of the project and key milestones to be achieved. (c) Completing project deliverables. (d) Monitoring and controlling project status by: (i) Implementing a project management methodology and using approved project management tools. (ii) Preparing performance, financial, utilization and status reports. (iii) Controlling changes to project scope, schedule, and budget. D&B / IBM Confidential A5- 17 (iv) Monitoring specific project results for compliance with relevant quality standards and eliminating unsatisfactory performance. (v) Tracking and monitoring identified and residual risks, identifying new risks, executing risk mitigation plans, and evaluating the risk reduction effectiveness of such plans. (vi) Updating the project plan throughout the course of the project to include: (A) Project accomplishments over the last reporting period; (B) Upcoming activities; (C) Key deliverables and milestones; (D) Risk updates; and (E) Exception reporting. (e) Executing the project "execution" phase including: (i) Executing the project plan by performing the activities therein. (ii) Delivering the project. (iii) Conducting acceptance activities (e.g., testing and quality assurance activities). (iv) Closing out the project and resolving any open items. (f) Utilizing the change control procedures to address any changes in scope, requirements, budgets, or schedules in respect of the ongoing project. D&B / IBM Confidential A5- 18 ATTACHMENT A-5-1 IBM PERSONNEL BACKGROUND CHECKS AND SCREENING This Attachment A-5-1 consists of IBM's pre-employment screening procedures for India, and consent forms for IBM Personnel and contractors in the UK and Canada to conduct a security check. IBM will utilize a similar consent form for IBM Personnel located in Europe, but located outside of the UK. D&B / IBM Confidential A-5-1 -1 IBM SUBSTANCE ABUSE POLICY AND TESTING PROGRAM PRE-EMPLOYMENT CRIMINAL BACKGROUND CHECK DRUG FREE WORKPLACE ACT OF 1988 IBM SUBSTANCE ABUSE POLICY AND TESTING PROGRAM A drug free environment is vital to IBM, the safety of its workplace, the quality of its products, the productivity of its employees, to the interest of its customers, and the general public. In order to achieve a drug free environment, IBM has adopted the following substance abuse and testing policy for employees. PROHIBITED CONDUCT The manufacture, use, dispensation, distribution, sale, or possession of illegal drugs and/or non-medically prescribed controlled substances on IBM premises or any other IBM work environment (including but not limited to any customer site, an IBM owned or leased vehicle, or other location where IBM business is being conducted) is prohibited. Employees who violate this policy will be subject to disciplinary action, up to and including dismissal. Alcoholic beverages are not permitted on IBM premises unless specifically approved for use in an IBM-sponsored event by the human resources manager. Employees who violate this policy will be subject to disciplinary action, up to and including dismissal. Employees who are under the influence of, or otherwise affected by, any illegal and/or non-medically prescribed controlled substance and/or alcohol are prohibited from working on IBM premises or any other IBM work environment (including but not limited to any customer site, an IBM owned or leased vehicle, or other location where IBM business is being conducted). Employees who violate this policy will be subject to disciplinary action, up to and including dismissal. As a condition of employment, you must abide by the anti-drug statement above and notify your manager of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. EMPLOYEE DRUG TESTING Drug testing is a complex process as the number of substances to be tested for are in a large number. Even leading multinationals such as Citi do not have this within the Indian context. Drug problems are low in Indian environment but there are alcoholism issues. Daksh has strict polices in place and if someone were to come to the workplace in a drunken state, he/she is subject to strict disciplinary action which may lead to dismissal. We would need to understand the drugs to be tested for and cost the same within our solution. Currently we have not budgeted for these within the costs submitted for D & B. Subject to applicable law, an employee may be tested for drugs and/or alcohol whenever IBM has reasonable suspicion that the employee is under the influence of D&B / IBM Confidential A-5-1 -2 drugs and/or alcohol in the workplace or has violated the substance abuse policy. Employees have the right to refuse to submit to drug or alcohol testing, however, an employee who does so will be subject to disciplinary action, up to and including dismissal. 'Refusal' shall include a failure to sign the appropriate pretest forms or failure to cooperate with the IBM occupational health services medical professional. Employees have the right to provide an explanation for a positive result on a confirmed test and to request a retest of the original sample at their expense by a Department of Health and Human Services certified laboratory. Employees with confirmed positive test results will be subject to disciplinary action, up to and including dismissal. IBM may refer an employee for chemical dependency treatment or evaluation, and, where appropriate, may require the employee to undergo drug or alcohol counseling and rehabilitation. IBM will assist the employee in obtaining such treatment through IBM's benefits program or the Employee Assistance Program. IBM may require periodic testing without prior notice during and following the evaluation and treatment period for up to two years. A confirmed positive test result during this period will result in disciplinary action, up to and including dismissal. Any concern regarding IBM's Substance Abuse Policy and Testing program may be brought to the attention of Human Resources or site management. **************************************************************** PRE-EMPLOYMENT CRIMINAL BACKGROUND CHECK Within the Indian context such criminal checks are not possible as there is no single repository with our law enforcement with which such a check could be conducted. What Daksh does perform are background and reference checks. The aim is to a.) verify the reported credentials of an individual and also b.) to verify that the reported information on the individual is correct and not falsified. The IBM Corporation requires that all regular and non-regular candidates for hire have a criminal background check done as an integral part of the employment process. The applicant provides IBM with a "Security Data Sheet," which is a part of the application for employment and asks several questions regarding criminal convictions and pending legal action for which the applicant would be a defendant. The application also requests from the applicant their last seven (7) years of residences, and requires that the applicant sign a statement authorizing IBM to conduct a criminal background check. The applicant also received a "Consumer Report Notification", which informs the applicant that a Consumer Report or Investigative Report may be obtained from a consumer reporting agency for employment purposes as part of the preemployment background investigation and/or at any time during their employment for the purpose of evaluating the employment, promotion, reassignment, or retention as an employee. This information is transmitted to ADP, Inc., which is a major industry provider of pre-employment services. ADP Inc. will report on the following elements: 1. State, county, and federal felonies & misdemeanor convictions 2. Verification of the social security number D&B / IBM Confidential A-5-1 -3 The recruiter will receive the report. If there have been no criminal convictions within the past seven (7) years, then the employment process continues. If a conviction has been discovered, then the severity and nature of the infraction will be assessed to determine whether or not to continue with the employment process. Other issues considered during this review are employment factors relative to the job and local/state legislation. Such a review would include HR, Legal, and Security managers representing the unit for which the candidate is being considered. New hires also receive the following document as part of first day processing. DRUG FREE WORKPLACE ACT OF 1988 Federal and state legislation requires employers to provide a drug-free workplace and notify employees of the following: [x] Unlawful manufacture, sale, distribution, dispensation, possession or use of a controlled substance, including cannabis, is prohibited in the workplace or on IBM premises (including parking lots and recreation areas). Employees who violate such prohibition will be subject to discipline, including dismissal. [x] As a condition of employment, you must abide by the anti-drug statement above and notify your manager of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. IBM SUBSTANCE ABUSE POLICY AND TESTING PROGRAM In addition to federal and state law requirements, you should know that IBM is committed to providing its employees with a safe, healthy, and productive work environment. Toward that end, IBM has established a comprehensive policy which expressly prohibits the manufacture, use, dispensation, distribution, sale, or possession of illegal drugs and/or non-medically prescribed controlled substances on IBM premises or any other IBM work environment, including but not limited to any customer site, IBM owned or leased vehicle, or other locations where IBM business is being conducted. Alcoholic beverages are not permitted on IBM premises unless specifically approved for use at an IBM-sponsored function or event by the human resources manager. Your manager will be happy to discuss the details of this policy with you. IBM recognizes the health implications of drug/alcohol abuse by its employees and considers these conditions treatable illnesses. If you feel your job performance or personal well-being is being affected by the use of such substances, IBM encourages you to seek help by contacting your manager, the IBM occupational health services department, D&B / IBM Confidential A-5-1 -4 or, if you are a regular employee, the Employee Assistance Program. Additional information on these subjects can be found at You and IBM (w3.ibm.com/hr); access Your Health, Health Benefits Option-Mental Health Care Program. EMPLOYEE DRUG TESTING Subject to applicable law, an employee may be tested for drugs and/or alcohol whenever IBM has reasonable suspicion that the employee is under the influence of drugs and/or alcohol in the workplace or has violated the substance abuse policy. Employees have the right to refuse to submit to drug or alcohol testing, however, an employee who does so will be subject to disciplinary action, up to and including dismissal. `Refusal' shall include a failure to sign the appropriate pretest forms or failure to cooperate with the IBM occupational health services medical professional. Employees have the right to provide an explanation for a positive result on a confirmed test and to request a retest of the original sample at their expense by a Department of Health and Human Services certified laboratory. Employees with confirmed positive test results will be subject to disciplinary action, up to and including dismissal. IBM may refer an employee for chemical dependency treatment or evaluation, and, where appropriate, may require the employee to undergo drug or alcohol counseling and rehabilitation. IBM will assist the employee in obtaining such treatment through IBM's benefits program or the Employee Assistance Program. IBM may require periodic testing without prior notice during and following the evaluation and treatment period for up to two years. A confirmed positive test result during this period will result in disciplinary action, up to and including dismissal. Any concern regarding IBM's Substance Abuse Policy and Testing program may be brought to the attention of Human Resources or site management. RIGHT-TO-KNOW Federal law requires that any employee who works with chemicals, or regularly enters areas where chemicals are present, must have chemical safety training and access to information sheets for all chemicals in the area. If you are assigned a job working with chemicals - or which requires you to regularly enter an area where chemicals are present - and you have not attended a foundation chemical safety class, see your manager and make sure he/she is aware that you have not been trained before starting to work in the area. IBM SUBSTANCE ABUSE POLICY AND TESTING PROGRAM A drug free environment is vital to IBM, the safety of its workplace, the quality of its product, the productivity of its employees, the interest of its customers, and the general public. In order to achieve a drug free environment, IBM has adopted the following substance abuse policy: D&B / IBM Confidential A-5-1 -5 The manufacture, use, dispensation, distribution, sale, or possession of illegal drugs and/or non-medically prescribed controlled substances on IBM premises or any other IBM work environment, including but not limited to any customer site, IBM owned or leased vehicle, or other locations where IBM business is being conducted is prohibited. Employees who violate this policy are subject to disciplinary action. Print Name: Last ______________, First ______________ MI ________ Serial Number _________________________ I acknowledge that I have read the above drug policy statement and have received a copy of IBM's drug and alcohol testing policy. SIGNATURE _____________________________________ DATE ______________________ THIS PAGE TO BE RETAINED IN THE EMPLOYEE'S ELECTRONIC PERSONNEL FOLDER) D&B / IBM Confidential A-5-1 -6 Dear Sir / Madam I am writing to confirm the procedures carried out by IBM United Kingdom Limited whilst recruiting staff to work for on permanent employment contracts. All offers of employment are subject to satisfactory references, a completed Rehabilitation of Offenders form and Pre Employment Medical questionnaire and evidence of the individual's eligibility to work in the UK. We require two business references, including current employer. Although we do not specify that each reference should cover a specific time period, in practice, references typically cover at least the last three years. In order to comply with the Rehabilitation of Offenders Act 1974, all staff are required to complete a Rehabilitation of Offenders form, detailing any previous convictions for criminal offences. There is no requirement to disclose offences committed before the age of 17 (unless committed with the last ten years) or road traffic offences that did not lead to a disqualification or prison sentence. In order to comply with the Asylum and Immigration Act of 1996 and new Government Legislation introduced on 1st May 2004 covering 'Secure and 'Insecure' documents, IBM requires evidence of either one 'Secure' document - preferably a UK/EEA passport or a National Identity Card or UK Residence Permit, or two original "Insecure" documents, which include a full British birth certificate, a document giving a national Insurance number issued by a previous employer or certain prescribed government bodies, or a letter from the Home Office as proof of eligibility to work in the UK. These will be witnessed and copied for our files. If the individual is from the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Slovakia or Slovenia, under new Government legislation, they will need to register with the home office within one month of starting work with IBM. In accordance with our usual policy, this information is provided in the strictest confidence and without any financial or other liability. Yours sincerely Elizabeth H M Staples UK Recruitment Manager IBM United Kingdom Limited D&B / IBM Confidential A-5-1 -7 CONSENT STATEMENT - TO WHOM IT MAY CONCERN: I have applied to IBM CANADA LTD. for employment. Part of the hiring process is an investigation of information I have provided. These investigations are conducted by IBM LTD. and/or its authorized agent, IFR Employee Screening ("IFR"). Therefore, at this time and until I specifically inform you to the contrary in writing, in compliance with all Municipal, Provincial and Federal human rights and privacy legislation I hereby authorize and direct you to release to IBM CANADA LTD. and/or IFR, information that you have access to concerning my record of criminal convictions for which a pardon has not been granted, pending charges and/or any other information contained in your files relevant to my employment at IBM CANADA LTD. I hereby declare that, to the best of my knowledge, the information I provided both verbally and on my resume/application form is complete and accurate in every respect. I understand that a false statement may disqualify me from employment or cause my subsequent discharge if I am employed by IBM CANADA LTD.. I understand I am providing the following information for identification purposes only. Position Applied for Surname Given Names (first, middle names) Other Surnames Used/Maiden Name (if applicable) Gender (Male / Female) Social Insurance/Security Number Birth Date Month Day Year (for identification purposes only) (for identification purposes only) Present Address (street name and number, city, province or state, postal or zip code) Previous Address (if present is less than 5 years) ________________________________________________________________________ Applicant's Signature Date D&B / IBM Confidential A-5-1 -8 EXHIBIT A-6 IBM SOLUTIONS This Exhibit A-6 contains the IBM solution documents that describe the means by which IBM will provide the Services described in Schedule A (IBM Services and Solution) and elsewhere in the Agreement. Except to the extent the Parties agree otherwise during the Term, IBM shall perform the Services at the locations, and using the staffing, processes, and technology, described in this Exhibit A-6. This Exhibit A-6 consists of the following Attachments: (a) Att A-6-1 Contact Center Solution (b) Att A-6-2 Data Programming Solution (c) Att A-6-3 Transaction Processing Solution (d) Att A-6-4 Finance Processing Solution (e) Att A-6-5 Technology Solution D&B / IBM Confidential A-6-1 ATTACHMENT A-6-1 CONTACT CENTER SOLUTION TABLE OF CONTENTS EXECUTIVE SUMMARY................................................. 2 (A) SOLUTION OVERVIEW............................................. 3 (B) SUPPLIER STAFF AND FACILITIES................................. 4 (C) QUALITY CONTROLS AND MONITORING - EUROPE AND INDIA............ 11 (D) SUPPLIER TOOLS, PROCESSES AND METHODOLOGIES................... 13 (F) SERVICE IMPROVEMENTS.......................................... 13 (G) COMMUNICATIONS INFRASTRUCTURE................................. 15 (H) DISASTER RECOVERY PLAN........................................ 18 (K) EXISTING THIRD PARTY RELATIONSHIPS............................ 20 (L) TRAINING...................................................... 20 (M) SERVICE ESCALATIONS........................................... 21 (N) SALES SKILLS.................................................. 22 EXECUTIVE SUMMARY This document describes how IBM will deliver the Contact Center Services for D&B's North American and European operations. IBM will deliver these services utilizing our Business Transformation Outsourcing Centers; for Europe, in Greenock-Scotland, Budapest-Hungary, New Delhi, India and for North America in New Delhi and Bangalore-India. The migration of the work from D&B to IBM is set forth in Attachment A-7-1 (Transition Solution) and the process and technology improvements that IBM will provide during the Term to enhance and improve D&B's current processes and technology is set forth in Attachment A-7-3(Transformation). IBM will implement consistent processes and technologies; however, this Attachment sets forth certain market differences, cultural differences, and growth by new acquisition (i.e., Daksh). IBM will enhance the effectiveness of D&B's Contact Center operations by capitalizing on synergies gained by migrating the work to IBM's Contact Center locations. IBM will improve performance and productivity through the deployment of, centralized workforce management, a strong management structure, the utilization of consistent processes across centers, and use Commercially Reasonable efforts to apply best practices across all Contact Center functions. PEOPLE Immediately following the Effective Date, IBM personnel from consolidated Contact Center locations in India and Europe will travel to the necessary D&B locations to undertake the required knowledge transfer activities and to develop the specific process and training materials that will be used at the receiving locations. IBM will hire personnel in the receiving locations that meet the appropriate hiring profiles for skills, experience, and language proficiency for the Services, such Personnel are hired to perform, and then train them to effectively execute the relevant processes. IBM will put in place an experienced management team to supervise these employees and to make certain that work performed by such personnel meets all D&B requirements. IBM will work jointly with D&B to ascertain that the agent profiles and language requirements are properly identified. IBM will consult with D&B during the early stages of hiring to make certain the Parties are aligned on the critical personnel aspects of the project. The receiving locations for North America Contact Center operations will be New Delhi and Bangalore- India. In Europe, they will be Budapest-Hungary, Greenock-Scotland, New Delhi-India, and Milan-Italy. IBM Personnel performing the Services will become proficient at the receiving locations according to specified time schedules detailed in the Transition Plan. IBM will make certain of the successful implementation of the Transition by establishing milestones with specific success criteria for "go/no go" decisions. These milestones and the success criteria for these milestones are defined in the Attachment A-7-2 (Transition Schedule). To provide uninterrupted, consistent service, particularly in the high impact Inbound Services specified by D&B, there will be Transitioned Personnel in those functions and IBM will manage them at D&B locations for a period of one year (excluding Milan where Transitioned Personnel will remain for the Term of the Agreement). In North America, this includes Orders Request (U.S). Entity Query Request (U.S.), Customer Service Request (U.S) in both Austin, TX and Bethlehem, PA, Gold Service (U.S), ACUG functions in Bethlehem, PA, and Mississauga, ON, Customer Support in Mississauga, ON as well as the Family Tree function in Mississauga, ON. In Europe, this includes the Product Orders, Support/Queries/Complaints, Gold Service, and Technical Support functions in Manchester, England, High Wycombe, England, Rotterdam, Netherlands, Almelo, Netherlands, and Milan, Italy. One (1) year after the Transfer Date, the work will be migrated to our consolidated Contact Center locations in New Delhi, Bangalore, Budapest, Greenock, and Milan. D&B/IBM Confidential 2 (A) SOLUTION OVERVIEW (i) Current D&B Environment The map below shows the D&B environment as of the Effective Date. D&B POINT OF DEPARTURE CALL CENTER (550.4 FTE'S) [MAP] (a) Solution Overview - Europe IBM will consolidate similar Contact Center functions and skills into IBM Customer Relationship Management Delivery Centers within Europe as further described in Attachment A-7-2 (Transition Schedule), which will result in improved efficiencies through strong workforce management and Transformation. IBM will hire and employ utilizing Manpower in Greenock and Adecco in Budapest and locally in New Delhi and Bangalore to perform the Contact Center Services. It is the Parties intent that some employees will move from Manpower to IBM and IBM will seek to attract applications from the complimentary workforce to move into IBM to perform the Contact Center Services. NORTH AMERICA SOLUTIONS OVERVIEW - INDIA IBM will consolidate similar Contact Center functions and skills into IBM Customer Relationship Management Delivery Centers in India as further described in Attachment A-7-2 (Transition Schedule). This will result in improved efficiencies through strong workforce management and Transformation. The map below represents the FTE's and locations in which IBM will provide support for North America and Europe following Transition (day 1). D&B/IBM Confidential 3 D&B POINT OF ARRIVAL CALL CENTER AS OF 2/1/05 (478.8 FTE'S) [MAP] IBM will start with a reduced head count through Operational Enhancements, as described in Section F (Service Improvements) below, which include such activities as optimization of workforce management, focus on process, focus on employee quality, and the use of multi-lingual and multi-skilling best practices with increased productivity and utilization in each of the delivery sites. More detail on the Operations Enhancement initiative is provided in Section F. (b) Transition Overview In order to implement IBM's Contact Center solution, there will be a period of Transition which is detailed in the Attachment A-7-2 (Transition Schedule). IBM will train Agents in both IBM techniques and D&B knowledge transfer during this period to make certain a clear understanding of the processes, procedures and information necessary to complete their activities on behalf of D&B as described in Section M (Training) below. IBM and D&B will jointly develop an agent certification program and a calibration methodology for the certification program. Only certified agents will be assigned into production queues to begin the development of full competency. Remediation training will be conducted with agents that fail to meet the certification requirements or the Agents will be placed in other activities where they can be successful or removed from the D&B program as further described in Exhibit A-1 (Contact Center Services). In addition, all Agents based out of India will be trained and certified in an up to four (4) week accent neutralization program to make certain they meet the Fluent (A) requirements as described below (including training on local market business practices and culture). B) SUPPLIER STAFF AND FACILITIES (i) Staffing - Europe IBM will provide required levels of skilled personnel to meet D&B's requirements for European operations. IBM will involve D&B recruitment of IBM Personnel, particularly the recruitment of IBM D&B/IBM Confidential 4 Personnel whose required skill set include specific language capabilities IBM Personnel will be able to provide voice support in either native or fluent capability as specified by D&B. The agreed language capabilities are forth below. LANGUAGE REQUIREMENTS FOR CUSTOMER SERVICE; SERVICE FAILURES; AND COMPLAINTS. ENGLISH ITALIAN DUTCH FRENCH FLEMISH GERMAN - --------------------------------------------------------------------------------------------------------------- Customer Service - UK (including proactive Near Native calling activities) Customer Service - Italy Fluent (A) Native Customer Service - Belgium & Luxembourg Fluent (A) Native Fluent (A) or native Dutch Customer Service - Holland Fluent (A) Native Service Failures/Complaints UK Native and fluent (A) mix possible Service Failures/Complaints Netherlands Native Service Failures/Complaints Belgium Native Fluent (A) or native Dutch Service Failures/Complaints Luxemburg Native Fluent (A) Service Failures/Reports/Complaints Italy Native LANGUAGE REQUIREMENTS FOR FAMILY TREE AND PERSONAL INVESTIGATIONS ENGLISH ITALIAN DUTCH FRENCH FLEMISH GERMAN SPANISH PORTUGUESE AUSTRIAN SWITZERLAND - --------------------------------------------------------------------------------------------------------------------------------- Family Trees Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) German German/ French/ Italian Personal Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Fluent (A) Investigations German German/ French/ Italian D&B/IBM Confidential 5 Fluent (A) means ability to read, write and speak fluently, but with some grammatical errors and a slight accent. Fluent (B) means ability to understand without error all written communication including legal terms and to write without grammatical error. Ability to speak fluently is not a requirement. Fluent (C) means ability to understand without error all written communication including legal terms and to write confidently. Ability to speak fluently is not a requirement. Near Native: means ability to read, write and speak fluently with no grammatical errors and a neutral accent. Native means ability to speak, write, and understand the language and the culture, making no grammatical errors, in a manner that is indistinguishable from a person born and raised in the country in which the Services are being provided. Hiring is conducted similarly in each location but utilizing different agencies. In Greenock, IBM uses Manpower to identify candidates with required language capability that are then placed through a filter process that includes initial screening, telephone screening, isometric testing for movement between countries (if applicable) and face to face interview as final selection. Additionally, references are taken and verified as a final safe guard prior to employment. Suitable candidates then go through the appropriate on-boarding and induction programs. In Budapest IBM will use Adecco to identify and recruit both native and fluent candidates to meet the requirements specified above. These candidates go through a similar process as those in Greenock prior to on-boarding and induction training. Employees hired in Greenock and Budapest will go through business culture indoctrination as well as D&B specific training. The graphic below shows the management structure by location that will be put in place by IBM in Europe to deliver services to D&B. This particular example shows steady state after twelve (12) months transition with the relevant Team Leader, and coverage by language and location. D&B/IBM Confidential 6 [FLOW CHART] (ii)STAFFING - North America Operations - India In New Delhi, IBM will identify, select and recruit candidates directly and perform on-boarding and induction programs. IBM and D&B will work together to identify candidates based on these skills profile and language requirements to ensure meeting D&B high quality expectations. IBM will provide accent neutralization and business culture indoctrination training. This training lasts for a period of 4 weeks to make certain the candidates can communicate clearly and fluently in English and has an understanding of the business culture and geographic characteristics. One (1) additional week of training on D&B specific terminology is also in plan. More detail is provided in the description of India based training set forth below. During the Transition of those Services performed out of India that were formerly performed in French Canadian, the Parties will meet to review the language performance of such Services and determine whether those functions will remain in India or be relocated to Greenock, Scotland. If D&B determines that such functions shall be relocated to Greenock, then the Parties will split the cost differential involved in relocation of such Services from India to Greenock, and the transfer of such Services will be determined in accordance with the Change Control Process. India (New Delhi and Bangalore) voice, accent and client specific training is as follows: D&B/IBM Confidential 7 Business Transformation Outsourcing [FLOW CHART] IBM'S APPROACH TO VOICE & ACCENT TRAINING FOR BOTH NEAR SHORE AND OFFSHORE CSR'S INPUT OUTPUT METRICS VOICE SCREENING VOICE AND ACCENT PROCESS - - LEVEL OF MOTHER - PRONUNCIATION - SHOP FLOOR PERFORMANCE TONGUE INFLUENCE - FLUENCY/COMPREHENSIBILITY - - CANDIDATE PROFILES - VERBIAGE & PHRASEOLOGY - - TRAINABLE - DEGREE SOFT SKILLS MONITORING SHEET CLIENT SPECIFIC - LISTENING SKILLS - PROCESS - - GEOGRAPHY - TELEPHONE HANDLING - VOICE AND ACCENT - - BUSINESS - SOFT SKILLS - - PROCESS - - RISKS/CHALLENGES ASSESSMENTS - PRE AND POST TRAINING - THRESHOLD -- PROCESS DEPENDENT - CALIBRATION ON CALL QUALITY WITH CLIENT REFRESHER/REMEDIAL NEEDS IMPROVEMENT GRADUATING FROM TALKING TO COMMUNICATING! otis Elevator Company | IBM Confidential | BTO (c) Copyright IBM Corporation 2003 Hiring for the D&B processes will be handled by the IBM center hiring teams. In the Bangalore center, there is a pool of available resources that can be immediately deployed to perform the Services. The agents in the Bangalore center have already undertaken a voice and accent neutralization training and have prior experience in complex processes thereby having the requisite skills to handle the D & B processes. The Agents based in the India centers, including those specifically mentioned above in Bangalore will participate in the four (4) four weeks accent neutralization training described in Section M (Training) unless such are certified by IBM prior to completion of the four (4) weeks accent neutralization training. During the Term, D&B & IBM shall perform quality assurance reviews of the certification process and update the process, if applicable, based on the results of such reviews. As an integral part of our delivery strategy, IBM will dedicate resources for project specific functions (e.g., operations, training and technology) - thereby building a virtually independent customer centric operation known as a "Business Unit." (BU). The BU's are highly scalable and client/domain focused and run as separate profit centers. The BU Head coordinates across functional areas of his/ her BU in order to ensure that key operations metrics are delivered on an ongoing basis. This ensures that all cross-functional groups (such as operations, quality, training & transitioning, recruitment, local administration and finance & control) are working in a close-knit fashion and reporting to the same entity. The business unit is supported by the "Talent Transformation Business unit" which is responsible for the basic induction and voice and accent training and is dedicated to source, recruit and train employees before their deployment for any process retention management. (iii) Gold Service: D&B/IBM Confidential 8 The FTE's assigned to perform the Gold Services as described in Exhibit A-1 (Contact Center Services) will be dedicated to performance of such Gold Services. Charges for the FTE's performing such Services are set forth in Exhibit C-2 (Pricing Tables). Retention Management: In order to manage retention, IBM will offers competitive salaries, training, and growth opportunities to ensure candidates feel part of the IBM culture. IBM will run separate programs for reward & recognition that compliment the IBM retention strategies. The following chart illustrates examples of how IBM will implement retention initiatives by focusing on career growth/development and rewards/recognition. (a) Retention Career Growth and Retention [GRAPHIC] [FLOW CHART] D&B/IBM Confidential 9 (b) Retention - Rewards & Recognition [FLOW CHART] (iii) Staff Profiles - All locations IBM will staff its operations with personnel who meet D&B's requirements as set forth in Exhibit A-1 (Contact Center Services). (iv) Facilities - Europe IBM will provide both Inbound and Outbound Services from the following locations: 1. GREENOCK, SCOTLAND IBM CRM/BTO Delivery Center, Spango Valley, Greenock Scotland PA16 0AH. IBM currently performs five (5) different Contact Center activities in Greenock covering CRM, Procurement, Technical Support Center and Customer Fulfillment. The CRM Center employs approximately 500 employees covering a variety of multi-lingual work for IBM and also has responsibility for provisional customer services for Cisco and a satellite location, NTL in Swansea. In total there are 1,500 people working in Contact Center in Greenock of which 1,200 are using a variety of all the Western European languages. The facilities are purpose-built for Contact Center operation in a modern open plan environment with good outside awareness, star-shape desk arrangement to optimize space, creating a low noise environment. Access is by one entrance at the front of the premises with security guards within D&B/IBM Confidential 10 reception area and electronic badge lock, accessed via ID badges with photographs and electronic identification. 2. BUDAPEST, HUNGARY IBM Shared Services Center, City Gate Budapest IBM currently employs approximately 250 employees in Budapest with a capacity to grow to over 1,000. IBM's Budapest location provides the fluent language capability and attractive labor rates. The location situated at City Gate where IBM will perform the Services is an 8 story modern building with security access and photo ID required on each floor, with a manned security reception area on the ground floor. The layout is generally open planned on each floor and will be structured in a typical Contact Center environment. 3. NEW DELHI, INDIA IBM New Delhi India is a recent acquisition of Daksh, a significant existing Contact Center provider with locations in New Delhi, Mumbai and Bangalore. The New Delhi location encompasses two modern multi story linked buildings which are also set up in a typical Contact Center environment via open plan, which adheres to the security requirements set forth in Exhibit A-5 (Cross Functional Services). Each building has its own independent security on the ground floor, with the requirement for visible ID badges with photos being shown. 4. BANGALORE, INDIA IBM Bangalore is a state of the art facility located in the International Technology Park Limited in Bangalore. Encompassing two floors, this facility has round the clock security with Guard Patrols, CCTV, and Door Alarms. Attachment A-7-1 (Transition Solution) sets forth the distribution of work by location. (C) QUALITY CONTROLS AND MONITORING - EUROPE AND INDIA IBM will administer programs to make certain of Quality Assurance through contact monitoring/observations and coaching techniques. This process will be adopted in each location dependent on contact volume and the availability of tools, whether these are available initially or after transformation. IBM will have dedicated resources to perform quality monitoring functions. (i) Contact Quality Observations The call observation process will provide the following: Customer Interactions Accuracy of data entry Opportunity Completeness D&B/IBM Confidential 11 Data Record Completeness (ii) IBM and D&B jointly agree to a methodology to measure customer satisfaction (e.g., IVR, email survey). Within one (1) year after the Effective Date the methodology established by the parties will be agreed to and implemented in accordance with Exhibit A-5 (Cross Functional Services). Remote Monitoring With reasonable notice provided to IBM, D&B will have access to unscheduled remote voice based Agent/call monitoring by pre-defined D&B QA specialists for the purposes of reviewing call handling for the sites in India and Greenock will be granted. This function will be implemented during Transition. This technology will be adopted following the Transformation in Budapest. Monitoring of calls in Budapest will be onsite. IBM has the ability for recording voice and data and will work with D&B as set forth in Exhibit A-1 (Contact Center Services). (ii) Coaching IBM Team Leaders and Subject Matter Experts will regularly review calls with the Call Agents to reinforce positive points in the call, as well as providing helpful hints for on-going improvements. Every Call Agent has calls reviewed with IBM Team Leaders and Subject Matter Experts monthly and the results of such review will be tied to annual performance evaluation. During Transition, IBM will work with D&B to jointly establish appropriate measurement tools for measuring Agent/Customer interaction, opportunity completion, data entry accuracy and data record completeness. IBM and D&B will jointly develop a calibration schedule for call monitoring in accordance with the methodology set forth in Exhibit A-1 (Contact Center Services). The calibration meetings will occur at a minimum of one (1) time per month with weekly meetings during Transition. The frequency of such measurement will decrease as IBM becomes more proficient over time. The calibrations session will be conducted with D&B designated Quality Assurance personnel and IBM Quality Assurance, supervisors and team leads. IBM has the capability for live remote monitoring in New Delhi and Bangalore locations, and will offer voiced based capability to a limited number of D&B QA personnel for unscheduled monitoring of agent calls. D&B will notify IBM of its intention to monitor calls with reasonable prior notice. During Transition, the capability for live remote monitoring will be implemented. IBM will utilize a dedicated team as part of the Quality Assurance process for the scheduling, evaluating and coaching of agents for the purpose of improving service, productivity and customer satisfaction. The quality call monitoring evaluation process will be consistent across all of the Services. There may be some unique geography requirements (e.g., privacy laws) that will require differences. Where possible, the form developed, the scoring technique and the weighting per standard will be consistent. IBM and D&B will review the QA tools and make adjustments to insure that a high level of customer service and satisfactions is achieved. EUROPE SPECIFIC: The quality performance tool currently used in the Greenock location is E-Talk. E-Talk capability includes automated tool performance for the scheduling, collection, scoring and reporting of sampled observations to be utilized by IBM & D&B. The E-Talk functionality will be described in more detail in section D - Supplier Tools, Processes and Methodologies. This technology will be adopted following the Transformation in Budapest. Call observations in Budapest will be onsite and manual until that time. INDIA SPECIFIC: The India specific solution currently uses Nice evaluator, which includes automated tool performance for the scheduling, collection, scoring and reporting of sampled observations to be utilized by IBM & D&B. IBM will provides reports at D&B's requests that contain periodic Assessment tests scores used to evaluate the revised training needs. D&B's access to this tool is described above. Nice evaluator will be utilized as of the Effective Date. D&B/IBM Confidential 12 (D) SUPPLIER TOOLS, PROCESSES AND METHODOLOGIES IBM Six Sigma Process IBM will implement a Six Sigma or other similar best practice programs through process owners in the service delivery organization. IBM will implement the six sigma or similar best practice processes to all locations where the Services are performed. As part of IBM's ongoing management process, IBM will review performance in all functional areas. When an area is not performing up to standards, or when a significant issue arises, IBM will promptly take corrective action using six sigma or similar processes. If IBM is unable to achieve the required improvements or a Service Level is not being achieved for three (3) consecutive months, IBM will initiate a process improvement effort, which includes the formation of a team of people familiar with the process requiring attention, evaluation of the root cause(s) of the problem, development of an action plan and time lines, implementation of the selected improvements, and track the performance of the function until all objectives are achieved. IBM will communicate the plans, milestones and progress against plan for these activities. A process improvement effort may also be invoked by mutual agreement of the Parties when operational issues arise or there is a mutual benefit to improve service, quality or customer satisfaction. (F) SERVICE IMPROVEMENTS IBM will utilize people processes and technology to enhance and transform operations in a manner that grows revenue, reduces costs, improves productivity, increases quality, and leads to greater customer satisfaction. Over the life of the project, IBM and D&B will engage in a variety of activities that will re-engineer processes, and deploy new technology platforms to bring about significant operational and financial benefits. These activities are set forth in Attachment A-7-3 (Transformation). During Transition, IBM will implement immediate improvements in operational effectiveness through a process known as "Operational Enhancement". The goal of this effort is to evaluate the current state of operations as performed by D&B, and identify changes that can be incorporated into the initial stages of the program to bring about productivity and quality improvements from the start of operations. IBM will communicate the plans, milestones and progress against plan for these activities. APPROACH Services that will be included in the Operational Enhancement include the functions such as: Technical Support Request U.S. Service Failures U.S. Usage Request U.S. CRC Renewal US Duns Voice Assistance Request U.S. E-Update Validation U.S. Fulfillment Request U.S. Family Tree Complaints U.S. Contract Administration As these operations are migrated into an integrated Contact Center operation, there are two significant areas of opportunity that IBM will provide: Workforce Management and Process Redesign. D&B/IBM Confidential 13 The Workforce Management effort will enable the wide-spread application of best practice planning, scheduling, adherence monitoring, and performance standards and metrics across the operation. Process redesign will focus on modifying the way in which jobs are structured and work is performed. This includes the application of both agent and site level best practices across the operation, as well as the identification of areas that can benefit from either broadening or narrowing the scope of specific job functions (depending on the nature of the tasks being performed). It is expected that the effort would be conducted in two (2) phases over a 4-6 week period, with follow on activities to be determined at the and of that period. The phases will include the following Phase 1 - - Process and Job Design Workshops - Brainstorming sessions with D&B engagement teams (IBM and D&B) - Specification of any additional data required from D&B - Agreement on D&B and IBM points of contact for the effort - Specification of requirements for D&B SMEs who will be critical for Phase 3 - Data gathering and review - - Workforce Management - WFM Reviews - Interviews with appropriate D&B team - Review of current WFM KPIs - Review of current management reports - Review of Blue Pumpkin utilization - Review of WFM processes - Identify Best Practices in WFM - Gap Analysis - Change WFM KPIs - Identify opportunities for headcount reductions - Validate FTE reductions Phase 2 - - High level "as-is" process understanding - Confirm site visit calendar/agenda - Communicate site visit plans to D&B participants - Visit D&B sites side by side observations w/ D&B functional resources and SMEs - Document understanding of functions (build process scenarios) - - Create newly defined "to be" processes - Determine process improvements D&B/IBM Confidential 14 - Validation of newly defined processes with SMEs - Review and hand-over with training and site management teams - Define follow on activities (and time horizons) where additional opportunities will be pursued PROPOSED TIMELINE Phase 1 - Data gathering and analysis pre-contract - Process/job function workshops pre-contract - Review Workforce Management practices 10/18 - 10/18 - WFM analysis/recommendations 10/18 - 10/22 - Identify/validate WFM headcount reductions 10/25 - 11/05 Phase 2 - High level "as-is" process understanding - Site visits and SME/function resource interviews 10/18 - 10/27 - Create newly defined "to be" processes 10/28 - 11/05 - Identify projected headcount requirements 11/08 - 11/12 - Validate headcount reductions/potential savings 11/15 - 11/24 (G) COMMUNICATIONS INFRASTRUCTURE In the pre-Transformation time period, IBM will heavily utilize D&B's existing systems and technology infrastructure to execute the work being performed in our Contact Centers. Appropriate security measures will be established to safeguard D&Bs information resources. During the Transition, IBM will be implementing sites and will be providing connectivity back to the D&B network as set forth in Exhibit A-6-5 (Technology Solution). IBM will continue to utilize D&B `s voice network for routing calls to existing and IBM implemented Contact Centers during Transition and while Inbound Contact Services are performed in D&B locations. By the end of the Transformation stage, IBM will have implemented new technology and tools for routing of calls and providing a more effective End User experience. Information documenting the new voice architecture and other Technology improvements as a result of Transformation is in the D&B Transformation Solutions Document. INDIA SOLUTION: - Facilities provided by IBM will include the following capabilities: - Additional functionality post Transformation is set forth in Attachment A-7-3 (Transformation).Fully functional inbound and outbound call centers - Full functional telephony system - Automatic Call Distribution for routing of inbound voice only as per scope for New Delhi D&B/IBM Confidential 15 - Route calls based on the dial number (DNIS) and/or calling party (ANI) - Customer profile through CTI - Service Levels - Overflow routing - Call re-routing based on queue statistics - Queue music and message capabilities - Dynamic call routing - Chat, callback and web collaboration utilizing D&B's current capabilities during Transition and post Transformation as further described in Attachment A-7-3 (Transformation Solution). - Contact monitoring capabilities including: - Remote and local capabilities - Silent monitoring of voice for quality assurance and training purposes - Multimedia Recording of voice including data interaction, including chat and web as further described in Attachment A-7-3 (Transformation Solution). - Record of call, by Agent or by Service - Assign classifications and comments to recording for easy retrieval - Review, archive, and export recordings to other devices for long term storage - Fully functional outbound dialer - Predictive and preview capabilities - Positive voice, fax, modem, pager, and answering machine detection - Campaign and call list management, - Voice mail capabilities to handle Inbound Contacts during long queue times and after hours - Computer Telephony Integration with screen-pop, data collections, scripting, and knowledgeware integration with support from D&B - Fully functional desktop personal computer capable of delivering as-is and transformational applications - Report system that delivers a comprehensive perspective of agent and Contact Center performance, allowing real-time access to: - View agents holistically across channels and services - Generate reports on operational metrics over time - Gauge Inbound and Outbound Service performance - Receive standard reports that reveal service and campaign performance - Secure facility with appropriate data protection systems and segmented dedicated floor space - Redundancy of critical system - Power - Telephony Switching - Telephony/data transport - Facilities EUROPEAN BASED SOLUTION: Facilities provided by IBM will include the following capabilities: - Fully functional Inbound and Outbound Contact Centers - Full functional telephony system - Automatic Call Distribution for routing of inbound voice only as per scope for New Delhi - Route calls based on the dial number (DNIS) and calling party (ANI) D&B/IBM Confidential 16 - Dynamic Call Routing - Agent skills - Service levels - Overflow routing - Call re-routing based on queue statistics - Multi-site routing: Budapest, Milan and Greenock - Dialer - if determined by IBM to provide benefit - Queue music and message capabilities - Contact monitoring capabilities including: - Remote and local capabilities - Greenock - local only in Budapest until post transformation - Multimedia Recording of voice (chat and web - as further described in Attachment A-7-3 for Transformation) - Record of call, by agent, by entire campaign or random - Assign classifications and comments to recording for easy retrieval - Review, archive, and export recordings to other devices for long term storage - Positive voice, fax, modem, pager, and answering machine detection - Campaign and call list management - Voice mail capabilities to handle inbound contacts during long queue times and after hours - Chat, callback and web collaboration utilizing D&B's current capabilities - reference Attachment A-7-3 for Transformation. - Integration with screen-pop, data collections, scripting, and knowledgeware integration with support from D&B - Fully functional desktop personal computer capable of delivering as-is and Transformational applications - Report system that delivers a comprehensive perspective of agent and Contact Center performance, allowing real-time access to: - View agents holistically across channels and services - Generate reports on operational metrics over time - Gauge inbound performance - Receive standard reports that reveal service and campaign performance - Secure facility with appropriate data protection systems and segmented dedicated floor space - Redundancy of critical system - Telephony Switching - Telephony/data transport - Additional functionality post transformation is set forth in Attachment A-7-3 (Transformation). D&B/IBM Confidential 17 (H) DISASTER RECOVERY PLAN IBM's BCP capabilities are set forth in Attachment A-6-5 (Technology Solution). If there be an outage in one of IBM's centers that negatively affects service to D&B's critical time sensitive customer applications, then IBM will as applicable, reallocate resources in centers, (e.g., flying resources between centers like New Delhi and Bangalore, or shifting workload). IBM will provide this service as a best efforts continuity plan and will work jointly with D&B to determine which calls need to be addressed on a situation by situation basis. (I) TRANSITION PLAN The Transition Plan is described in Attachment A-7-2 (Transition Solution). IBM's Contact Center Transition Plan includes the following: D&B/IBM Confidential 18 EUROPE: The graphic below details the baseline language support by function provided by our delivery centers in Europe: COUNTRIES LANGUAGES FUNCTION D&B LOCATION IBM LOCATION UK/IRELAND English CC Inbound Manchester/HW, UK New Delhi, India English Fam Tree Rotterdam, Netherlands Budapest, Hungary English Pers Investigation Rotterdam, Netherlands Budapest, Hungary English Service F/C Almelo, Netherlands Budapest, Hungary Dutch/Flemish/French CC Inbound Rotterdam, Netherlands Greenock, Scotland Dutch/Flemish/French Fam Tree Rotterdam, Netherlands Greenock, Scotland Dutch/Flemish/French Pers Investigation Rotterdam, Netherlands Greenock, Scotland Dutch/Flemish/French Service F/C Almelo, Netherlands Greenock, Scotland Dutch/Flemish/French VIP Reporters Rotterdam, Netherlands Greenock, Scotland ITALY Italian CC Inbound Milan, Italy Milan, Italy Italian Fam Tree Rotterdam, Netherlands Budapest, Hungary Italian Pers Investigation Rotterdam, Netherlands Budapest, Hungary Italian Service F/C Bari/Turin/Milan, Italy Budapest, Hungary GERMANY German Fam Tree Rotterdam, Netherlands Budapest, Hungary German Pers Investigation Rotterdam, Netherlands Budapest, Hungary AUSTRIA German Fam Tree Rotterdam, Netherlands Budapest, Hungary German Pers Investigation Rotterdam, Netherlands Budapest, Hungary SWITZERLAND German Fam Tree Rotterdam, Netherlands Budapest, Hungary French Fam Tree Rotterdam, Netherlands Greenock, Scotland German Pers Investigation Rotterdam, Netherlands Budapest, Hungary French Pers Investigation Rotterdam, Netherlands Greenock, Scotland SPAIN Spanish Fam Tree Rotterdam, Netherlands Greenock, Scotland Spanish Pers Investigation Rotterdam, Netherlands Greenock, Scotland PORTUGAL Portugese Fam Tree Rotterdam, Netherlands Greenock, Scotland Portugese Pers Investigation Rotterdam, Netherlands Greenock, Scotland DENMARK Danish Pers Investigation Rotterdam, Netherlands Greenock, Scotland NORWAY Norwegian Pers Investigation Rotterdam, Netherlands Greenock, Scotland SWEDEN Swedish Pers Investigation Rotterdam, Netherlands Greenock, Scotland TURKEY Turkish Pers Investigation Rotterdam, Netherlands Budapest, Hungary ISLAMIC COUNTRIES Arabic Pers Investigation Rotterdam, Netherlands Budapest, Hungary RUSSIA Russian Pers Investigation Rotterdam, Netherlands Budapest, Hungary D&B/IBM Confidential 19 (K) EXISTING THIRD PARTY RELATIONSHIPS EUROPE: In mailing Orders from Europe as set forth in Exhibit A-1 (Contact Center Services), IBM may contract a Third party for the mail fulfillment of D&B products where special printing and mail requirements have been specified. As of the Effective Date, the volume is 200 items/month UK, 180/month Benelux and 40/month Italy. The parties anticipate that the items will average from one (1) to five (5) pages. During Transition, IBM will monitor the volumes and decide whether IBM will handle this internally or engage in a Third Party Supplier. India: IBM will utilize Third Parties for transport, catering, IT network, systems and hardware maintenance, and IBM will not utilize any Third Party for any specific delivery obligation. (L) TRAINING IBM will provide Subject Matter Experts to work with D&B to identify and transfer knowledge on existing training materials while conducting gap analysis to ensure that sufficient training materials are available to train the new hires. For post Transition process changes and/or updates, D&B will provide information and SME support for the development of training materials and IBM will develop the training materials. Employees hired to support the D&B processes will be required to pass a proficiency test at the end of their training period. The test will be jointly developed by IBM and D&B to ensure all employees are proficient. The test will cover service skills, language skills and process knowledge. EUROPE: IBM will train employees in the following phases. 1. Induction into IBM for new employees will at first be provided by Manpower, Adecco, or IBM; and (Including Background to IBM, Background to D&B, Call Handling, Complaints Handling, Tools and Applications, Products and Services) 2. Subject Material training to conduct job role / function. (Including information gathered by IBM SME's during knowledge transfer and curriculum and simulation development phase). IBM will provide a continuous improvement process in its training programs to ensure speed of knowledge transfer while maintaining high quality output. INDIA SPECIFIC: IBM's training program includes the following three dimensions: 1. IBM Induction Training - IBM Overview-Mission, Vision, Values - Policies and Procedures - Management Team & Functional Team Introductions - Contact Center Industry Overview - D & B Profile, industry and nuances - Quality Norms 2. Voice & Accent Training & Soft Skills Training - Voice and Accent D&B/IBM Confidential 20 - Culture Training - Soft Skills 3. D & B Process training - Specific to D & B process IBM will determine Personnel proficiency by the following parameters: - Communication - Listening and Comprehensibility - Pronunciation - Geography specific culture - Confidence - Respect for the customer (Behavior and Attitude) - Basic knowledge of D&B - Business operations - Products and service applicable to function - Basic operational procedures. IBM will certify employees prior to allowing such employees to perform the Services. The certification measures proficiency in domain (demonstrated understanding of workflow applications), communication (understanding of etiquette and syntax), soft skills (such as team work measured through classroom behavior) and culture orientation (ability to adapt writing and speaking style to NA/UK English etc.) Culture Orientation Training includes the use of a specific Tool kit for NA & UK Culture Orientation which covers Customs, Dominant attitudes, Business Practices and attitudes, an orientation towards working environments in the NA and UK, Social and Cultural Orientation. D&B will provide specific "business culture" capabilities to be included in IBM's training modules. (M) SERVICE ESCALATIONS IBM will work with D&B to agree process and procedure that will deal with escalation and resolution of End User issues. D&B will provide the necessary information to close service escalations as and when they arrive and IBM will utilize such information to improve service escalation procedures. D&B will provide IBM with internal contacts (name, title, telephone no) who will be responsible for researching failures and providing alternative solutions/strategies. IBM will provide a logging and tracking system that will log the issue, time, date, owner and content. IBM will log, monitor and escalate to achieve the necessary solution and will provide monthly reports on closed and out of line situations. IBM follow a multi-level escalation process for issues/ complaints not redressed appropriately. D&B/IBM Confidential 21 The level of escalation for End User issues will be determined by the following criteria: - Nature of problem (e.g., a consistent quality problem with an agent is typically an Operations Manager issue while non-performance on global quality standards would be an issue directly escalated to the Global PE and the Center Head). - Redress of problem at the previous level - Any problem not satisfactorily resolved in a limited time period at the level where it is discussed can be potentially escalated to the next level as summarized below. LEVEL 1 Escalation to concerned Operations Manager LEVEL 2 Escalation to DPE or a corresponding IT director LEVEL 3 Escalation to Global PE and GM of concerned Business Unit LEVEL 4 Escalation to Center heads for complex issues/ problems (N) SALES SKILLS The majority of people performing the Services will be of graduate caliber with excellent communication skills. IBM will seek sales skills and where possible experience in recruitment of positions that have a revenue generation responsibility. In addition to the basic training program on D&B's products, training will be given to the agents to enable them to actively Cross-Sell and Up-Sell D&B's products and services, including the ability to recognize an opportunity, create demand and then close that opportunity with a successful sale. IBM will perform warm transfers of high prospect sales leads as further described in Exhibit A-1 (Contact Center Services). If an Agent attempts to perform a warm transfer and D&B places the call on hold for longer twenty (20) seconds, then IBM shall generate such lead as a normal lead and not a warm transfer. IBM will implement processes/technologies to enhance sales (e.g., scripting, knowledge ware, and other technologies) to facilitate closing a D&B sale. IBM will incent revenue generation performance by: 1) hiring people into revenue generating roles with a demonstrated sales ability, where possible and fit a skills and personality profile that will be reviewed with D&B; 2) establishing objectives for functional groups of IBM Personnel depending on D&B's business needs and objectives agreed with the IBM project office; 3) establishing specific individual incentives and recognition which includes performance rating attainment, providing overachievement targets and selected incentives, or working with D&B to jointly offer additional incentive for special promotions; 4) Develop and provide training that supports the generation of sales and lead identification; 5) Implement processes for the measurement and evaluation of sales processes, groups, and agents; and 6) Provide incentives to encourage the expansion of revenue achievement and the targeting of individual or groups of products and services. D&B/IBM Confidential 22 IBM Business Consulting Services [IBM LOGO] ANNEX A-6-1-A EU FILE UPDATE SOLUTION TABLE OF CONTENTS (A) SOLUTION OVERVIEW.................................................. 2 (B) IBM STAFF AND FACILITIES........................................... 9 (C) TOOLS, PROCESSES, AND METHODOLOGIES................................ 13 IBM D&B Confidential IBM: EU File Update Solution Document 1 IBM Business Consulting Services [IBM LOGO] IBM SOLUTION DOCUMENT: CONTACT CENTER - EU FILE UPDATE SOLUTION (A) SOLUTION OVERVIEW (i) CURRENT D&B ENVIRONMENT The File Update (including File Build) Service, as more particularly described as part of the Acquisition Services set forth in Section 3.1 of Exhibit A-1 (Contact Center Services Statement of Work) is currently provided to D&B by a third party supplier, Astron BPO Limited ("Astron"), from Leicester, United Kingdom ("EU File Update Services"). EU FILE UPDATE POINT OF DEPARTURE (25 FTE) [MAP] IBM D&B Confidential IBM: EU File Update Solution Document 2 IBM Business Consulting Services [IBM LOGO] (ii) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH (a) SOLUTION OVERVIEW With support from both D&B and Astron, IBM will migrate the EU File Update Service from Astron to an IBM delivery center in Bangalore, India. This solution was determined by IBM after considering a number of factors, including availability of skills, contact center facilities, language needs, robustness of labor markets, political ramifications, costs and ease of Transition. Migrating the EU File Update Services to Bangalore, India will enable IBM to meet D&B's requirements and achieve its guiding principles of reducing costs while increasing customer satisfaction and improving revenue with minimal disruption to D&B's customers. The following represents the delivery environment in which IBM will provide the EU File Update Services following Transition (2Q05) IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 3 IBM Business Consulting Services [IBM LOGO] EU FILE UPDATE POINT OF ARRIVAL (29 FTES) [MAP] HOURS OF OPERATION IBM are required to run a split shift resource pattern to allow a small volume of calls to be made before 09.00 and after 17.00 GMT. This procedure has been put in place through experience of poor availability of small businesses - typically sole traders and partnerships in the construction or haulage industries - during standard business hours. IBM is therefore required to provide cover between 08.00 - 19.00 GMT Monday to Friday to increase the opportunity to contact these types of businesses. UK CAMPAIGN DESCRIPTIONS FILE BUILD CAMPAIGN NEW BUSINESSES There is a requirement to add new business records to the database. D&B have a contract with a company who supplies D&B with this data monthly. D&B may also receive such IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 4 IBM Business Consulting Services [IBM LOGO] records from a variety of other sources e.g. e-partners. The records need to be called to confirm and collect the data indicated. It is essential that duplicates are not created on the database. More in-depth questions are asked to establish if the record for that business already exists on the database, or to establish if it is a branch location, in which case it needs linking to the correct headquarters record. This is currently done by searching the D&B database using Dunstel and CD Locator during the interview. FILE MAINTENANCE CAMPAIGN "TRIGGERS" A monthly file of records is received from a bureau that monitors D&B telephone numbers. As changes occur, the records are passed to D&B to contact and verify the changes and update the records. The changes will be either to the business name or address listed for that telephone number. These records could be corporate, non-corporate or branches. Each of these records will already be on the database, and have a DUNSnumber, a campaign reference number and in some case an internal tracking number although an update may be needed to a different DUNSnumber to the one originally presented. INVALID TEL NO CASES/GONE AWAYS "Trigger" service will also supply D&B with records where the telephone number is invalid. In these cases D&B sometimes search for a new telephone number for this business. When a new number is found, the business needs calling. D&B also receive back from customers mailing pieces that could not be delivered - "Gone Aways". In a lot of these cases, the telephone number is correct, and by calling these records the new address can be found. These records are de-duplicated against the other "Trigger" records to ensure there is no duplication of work. Each of these records will already be on the database, and have a DUNSnumber, although an update may be needed to a different DUNSnumber to the one originally presented. DATA MAINTENANCE D&B will also require other records to be called, e.g. to collect missing data, or if the record is part of a regular update cycle. Each of these records will already be on the database, and have a DUNSnumber. The data elements required to be collected during each interview are as previously submitted to IBM, as described in Exhibit A-1 (Contact Center Services Statement of Work). QUALITY STANDARDS In performing the EU File Update Services, IBM will achieve the overall quality standards ("Quality Standards") referenced in the Schedule B (Service Levels). In summary, the achievement of the Quality Standards will be assessed as follows: ACCURACY: i.e., the employee figures quoted should accurately represent the actual employee figure of the business. COMPLETENESS: i.e., an employee figure should be collected on x% of cases updated. TIMELINESS i.e. the campaign is completed on time. PROCESS ADHERENCE: i.e., where defined processes are followed, e.g., non-creation of duplicates. IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 5 IBM Business Consulting Services [IBM LOGO] To ensure consistent adherence to the Quality Standards, D&B will perform regular quality checks on a statistically valid sample of records processed by IBM and provided to D&B. (b) TRANSITION OVERVIEW In order to implement IBM's solution, there will be a period of Transition broken into two (2) components: Managerial Transition and Operational Transition. The Managerial Transition period will achieve the following activities; establish the governance structure, harvest knowledge of D&B and Astron's existing processes and skills, train the IBM trainers, and fit out IBM's delivery centers with the necessary technology to provide the EU File Update Services to D&B. In undertaking the technology installation, IBM will implement and install the required connectivity, desktops, software and applications and will configure the dialer with interfaces and front-end systems. During the Operational Transition, IBM will hire, train and bring live the EU File Update Contact Center agents required to support D&B's requirements. Following Transition, the EU File Update Services will be delivered from IBM's Bangalore, India delivery center. The EU File Update Services will be performed by experienced delivery resources with language skills matched to D&B's requirements. The IBM Bangalore delivery center will perform continuous process and quality improvement programs to increase efficiency and reduce costs. The EU File Update Service-specific Transition activities are set out in further detail in Exhibit A-7 (Transition and Transformation). An IBM team comprising of a trainer, quality auditor and team lead will travel to the United Kingdom for a six (6) week period in order to understand the EU File Update process, carry out work shadowing and produce process maps. In the first week of the visit, D&B and IBM will jointly develop and agree the detailed agenda for the visit and shall document the agreed objectives, Deliverables and acceptance criteria, and gate reviews. Currently, the plan is for a six (6) week visit to be conducted as follows: PHASE 1 - CLASSROOM TRAINING This phase comprises two (2) week period of classroom training staged at D&B's facility at High Wycombe, United Kingdom and conducted by D&B trainers. The objective of this training will be to teach the IBM team about the process and familiarize the IBM team with the D&B business environment and work culture. At the end of the training, the Parties will assess progress made, the intention being that the IBM team should have acquired a sufficient understanding of the process to move forward into phase two (2) of work shadowing. PHASE 2 - WORK SHADOWING This phase comprises a two (2) week period of work shadowing based primarily at D&B's High Wycombe, United Kingdom and Almelo, Netherlands facilities to enable the IBM team to work with the D&B representatives and obtain hands on experience of the UK Service Failure process. In addition, D&B will use Commercially Reasonable Efforts to obtain Astron's consent to am IBM site visit to Astron's Leicester facility to enable the IBM team to watch live transactions and gain further understanding of the delivery model and process IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 6 IBM Business Consulting Services [IBM LOGO] design. If Astron's consent is not obtained, the Parties will agree a work-around based at D&B's High Wycombe, United Kingdom facility. PHASE 3 - PROCESS MAPPING/IMPROVEMENT This phase comprises a two (2) week period of process mapping and process improvement based at D&B's High Wycombe, United Kingdom. During this time, the IBM team will be assisted by the D&B team, as reasonably required by IBM. D&B will provide guidance to IBM by reviewing the work done by IBM, and verifying, checking for accuracy and completeness, and suggesting changes. The Parties expect this to be an iterative process which will continue until D&B and IBM feel that the process has been correctly mapped. Subsequently, the IBM team will return to India and will train the rest of the IBM team ("train the trainer"). During this period, D&B will provide remote support to the train the trainer process and certification of IBM trainers through the use of video conferencing, remote call monitoring and similar techniques, providing guidance and remedial feedback. If the Parties agree that the train the trainer process is not proceeding as required, D&B shall, acting reasonably, consider any request from IBM for D&B to send a subject matter expert to IBM's Bangalore, India facility to assist the process. The current ramp up plan is at six (6) weeks. During the Knowledge Transfer ("KT") phase, IBM will collect baseline data on the process performance to help determine what the exact ramp up phase will be. KT is scheduled for a six (6) weeks on site activity. After two (2) weeks, four (4) weeks, and six (6) weeks of the KT phase, D&B and IBM will jointly review the possibility of altering the six (6) week ramp up period. Any decision will be taken based on the data collected by the IBM team and the increased knowledge of the process. Handover over of the service will be dependent on satisfaction of acceptance criteria developed in accordance with Annex A-7-1 (Transition Solution) in order to demonstrate the achievement of the required level of effectiveness. The IBM trainer and quality auditor will lead the coaching process, assisted by D&B subject matter experts, as described above. (c) IBM VALUE PROPOSITION IBM will work to provide delivery value to D&B through the following activities: - - Assembling a delivery team with deep expertise in global transitioning and Contact Center delivery to mitigate risk; effect a smooth and efficient Transition of the EU File Update Services; as described in Exhibit A-7 (Transition and Transformation); and to perform the Transaction Processing Services in accordance with the Agreement; - - Leveraging an in-place IBM delivery center and infrastructure to reduce costs and realize speed to benefit; - - Focusing on continuous improvement with rigorous Six Sigma methodology to drive improved Service Levels; - - Providing business continuity through IBM's worldwide delivery network to provide requisite solution availability and system performance; - - Committing to high levels of quality and Service delivery to improve control environment and minimize Service disruption; and - - Accelerating the Transition to IBM's Bangalore, India delivery center to allow D&B to withdraw from its contract with Astron within the required timeframes in accordance with Exhibit A-7 (Transition and Transformation). IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 7 IBM Business Consulting Services [IBM LOGO] (d) ONGOING OPERATIONS AND START-UP IBM will be responsible for executing outbound calling campaigns provided by D&B. IBM will provide a flat file with updated records. D&B will be responsible for the flat file upload into D&B's systems for record updates as provided by IBM. Furthermore: - D&B will provide IBM with information on the created campaign in a specific format agreed between the Parties; - D&B will regularly update the universe of records proactively in a specific and agreed file layout; - D&B will also provide relevant reference information to assist the updating of records; - D&B will provide specific operating rules to be followed to update records (data to be used to contact the company, to be checked and/or to be updated, specific campaign needs); - D& B will support IBM to design and test the technology interface; - D&B will develop and manage campaigns for IBM on an ongoing basis; - D&B will provide forecasts for up to six (6) months in advance; and - IBM will implement outbound calling campaign provided by D&B on a weekly, monthly or ad hoc basis. (e) TECHNOLOGY INFRASTRUCTURE IBM's technology infrastructure responsibilities include: - Development and maintenance of a front-end user interface which incorporates system validations (based on rules to be provided by D&B) to enable Contact Center agents to enter data in a consistent format without triggering mainframe validations once uploaded into the D&B database; - Managing the infrastructure necessary to support the IBM delivery centers' telephony infrastructure; - Maintaining telephony infrastructure including PBX equipment, dialers, cabling, headsets, telephones and other equipment as required to deliver the EU File Update Services; - Performing telephony engineering functions including, capacity and configuration; - Performing dialer programming, including feature and function software upgrades/changes to support business requirements; and - Updating, managing and maintaining dialer feature functionality in accordance with D&B's business requirements. IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 8 IBM Business Consulting Services [IBM LOGO] (B) IBM STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS In order to meet D&B's business objectives and requirements, IBM will use its delivery center located in Bangalore, India to provide the EU File Update Services. The business objective trade-offs factored into the choice of location choice include: language availability vs. labor cost, and customer satisfaction vs. labor cost. (a) STAFFING - POINT OF DEPARTURE IBM reconciles twenty-five (25) FTEs from Astron as the point of departure. The FTE locations for EU File Update personnel are set out in the following table: FACILITIES LEICESTER, UK TOTAL - ------------------------------------------------ FTE's 25 25 * Trainer and Team Lead are over and above the above-mentioned FTEs. They are, however, not fulltime on this process. (b) STAFFING - POINT OF ARRIVAL The point of arrival FTE locations for EU File Update personnel are set out in the following table: Facilities Bangalore, India Total - ------------------------------------------------ FTE's 29 29 (ii) STAFFING PLAN IBM will migrate all EU File Update Services from Leicester, United Kingdom to Bangalore, India. The current volumes are seven hundred thousand (700,000) outbound calls a year, of which (five hundred and eighty thousand) 580,000 are expected to be related to File Update and one hundred and twenty thousand (120,000) are expected to be related to File Build. Based on these call volumes and "number of calls per hour" figures provided by D&B, IBM's staff plan for EU File Update Services is: CALLS PER TOTAL HOUR # OF FTE # OF CALLS HOUR REQUIREMENT REQUIRED - ------------------------------------------------------------------------------------------------------- BUILD 120000 16 7500 5 MAINTENANCE 580000 19 30526 20 Supervisor / Trainer / QA / Dialer SME 4 IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 9 IBM Business Consulting Services [IBM LOGO] IBM will cross train its service representatives between the File Update and File Build processes to enable resource leveling and flexibility. In addition to the IBM customer service representatives, IBM will provide managerial and quality support to the team and will provide the following personnel: - Team Lead; - Quality auditor; - Dialer expert; and - Trainer. Thus, the total headcount is twenty-nine (29). In addition, IBM will work with D&B each knowledge transfer check point during Transition to determine whether this number of managerial and quality support roles is appropriate for the detailed training and ramp up approach that is ultimately developed and agreed between the parties during Transition. Thereafter, the Parties will assess the level of training resource on an ongoing basis during the Term. Based on volume projections from D&B, IBM will adjust staff accordingly to meet increased volumes. If the projections are for increased volumes on a regular basis that will require IBM to increase its staff, IBM will do so accordingly. If the projected increased volumes are temporary or cyclical, IBM will utilize overtime, nights and weekends to accommodate the volume spikes. IBM will also cross train all in-scope EU File Update staff. All staff will be able to support volume spikes to protect D&B revenue and ensure achievement of Service Levels. (iii) STAFFING PROFILES During IBM's recruitment process, D&B will be given an opportunity to review CVs and language skills of prospective agents, and to make suggestions having regard to the overall demographic profile for the IBM service representative team and based on D&B's business needs and experience, the intention being that preference be given, where possible, to candidates with business knowledge/training and `commercial' experience. The Parties will discuss and agree the process for involving D&B in the recruitment process, including turnaround times, forthwith after the Effective Date. (a) The following profile summary has been developed for the EU File Update staff at IBM: - Graduation degree from a recognized college in India;; - Excellent communication skills, proficiency in spoken English and appropriate accent neutralization; - 0-2 years of experience as a Contact Center agent; preference on outbound calling experience (business to business); - Good data entry and PC skills; - Ability to work independently; - Ability to resolve issues; and - Good time management. IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 10 IBM Business Consulting Services [IBM LOGO] (b) Key employee traits for which IBM will test beyond basic qualifications and relevant experience are: - Ability to take "independent" decisions; - Ability to overcome objections from subject companies; this will initially be assessed using questioning techniques; ongoing assessment during training via role play and live calls - Ability to multitask; - Ability to work to targets, on own initiative and under pressure where required; - Ability to follow procedures and instructions; and - Investigative nature. (c) The profile for the team leads is as follows: - Leadership, mentoring and daily planning capabilities; - Clear, concise communication skills; - Ability to handle escalated calls; - Graduate degree; commercial awareness and - 2-4 years of relevant experience in a Contact Center environment. (d) The roles and responsibilities of the team leads are as follows: - Single point of contact for D&B operations team; - Regular review with the D&B operations team for performance review and regular/daily communication; - Prepare the team to meet established performance criteria and Service Levels; - Provide daily team guidance and training on job specific modules as required; - Perform various administration tasks; - Lead in setting and achieving operational objectives and track and report Service performance; - Manage complex issue escalation; - Monitor/coach staff and recommend/implement ways to improve Service Levels, customer satisfaction, service strategies and operational guidelines; - Evaluate training material to ensure that the most efficient process flows and work instructions are developed that satisfy D&B's needs; - Provide leadership and demonstrate positive influence that motivates and drives the IBM team to success; - Ensure all policies, practices and procedures affecting Service delivery are communicated and understood both internally and externally; - Manage quality and reporting as per D&B and IBM guidelines and as set out in the Agreement; and IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 11 IBM Business Consulting Services [IBM LOGO] - Lead operational enhancement and productivity improvement initiatives. (e) The profile for the Quality Auditor is as follows: - Graduate degree; - 1-2 years of relevant experience - Ability to guide and coach people on improvement areas; and - Excellent communication skills. (f) The roles and responsibilities of the Quality Auditor are as follows: - Responsible for listening to calls and perform quality audits; - Provide feedback to people based on performance, coach, mentor; - Identify trends that lead to error and poor quality - update the group on these trends, plan corrective actions; and - Pro-actively propose to D&B process and/or solution changes which will improve quality. IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 12 IBM Business Consulting Services [IBM LOGO] (C) TOOLS, PROCESSES, AND METHODOLOGIES (i) TOOLS AND SOFTWARE The following chart describes the tools and software required to perform EU File Update Services that each Party shall provide during the Term: D&B IBM - -------------------------------------------------------------- ------------------------------------------------------- XML files with the data content Interfaces to feed data into systems Bulkload tool Front end system to load data Dunstel mainframe database look up utility or web-based Lookup tables alternative CD Locator Functionality to extract completed records in flat file format and send to D&B UK Royal Mail Postal Address File (PAF) Bank reference file Other appropriate reference files (ii) FILE EXCHANGE D&B will send data to IBM in the form of XML files; IBM shall return such data to D&B in fixed field text format. D&B will manage campaigns and provide IBM with the campaigns. D&B will be using an Internet management tool for to manage campaigns. FTP extracts of the XML files will be sent by IBM to the IBM FTP server in Bangalore. XML files will have all the details that IBM has to verify on an account (details like DUNS #, Address etc will be there in the XML files). The files will also contact a campaign number and a field for agent/operator identification code XML file formats will be the same for File Build and File Maintenance; but since File Build are new records, there will be less incoming data in them. File Maintenance, on the other hand, are existing accounts with only some details to be verified, hence XML files for File Maintenance contain more data. For File Builds, a dummy DUNS# will be provided to identify a record. The XML files will be loaded into the dialer using the interface. Front-end system will be developed to accept all the information. A predictive dialer will be used for outbound calling. For each data field in the XML file, IBM has to return some value such as - Confirmed, Updated, Deleted etc. In addition, there are many flags that need to be marked - such as "Not able to contact". IBM should also return a time and date stamp showing exactly when the information was updated, and an IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 13 IBM Business Consulting Services [IBM LOGO] unique operator/agent identification code to allow D&B to assess trends and pinpoint the source of complaints from subject companies. (iii) FREQUENCY OF DATA EXCHANGE There are two (2) types of campaigns that D&B runs: long term and short term. Long-term campaigns are 1-3 month period while short-term campaigns are 1-2 week period. Every time a campaign is designed, IBM will have to accept the XML files. On an average, 3-4 updates can be expected each month. On the output side, text files will need to be sent to D&B on a daily basis, so that D&B's customers have access to the latest information at every stage. There will need to be a delist process established in case a customer asks to be de-listed. However, such cases will be limited since D&B has a telephone preference service that eliminates the passing of records to IBM that are de listed. Dialer and Applications integration will not be required since the two (2) function independently. (iv) OTHER APPLICATIONS - The interfaces will also have to have two (2) other applications: - Look up tables for Bank codesb. - Dunstel - This is a tool to access the D&B 3270 mainframe through the emulation window. It allows to interrogate the database and query. There will be instances where IBM will need to access the database. For example, in File Build cases, a customer may inform the IBM caller that he/she is an existing client - may be under different parent name. In that case, IBM will need to access the database and verify. The mainframe is located at the Berkeley Heights facility. - CD Locator - Same function as Dunstel but CD based application Other applications, which become apparent during process mapping and shadowing at the site of the existing third party vendor. Whether - and how - these are integrated into the IBM solution will be decided jointly between D&B and IBM during Transition. (v) REPORTING REQUIREMENTS To enable D&B to effectively manage campaigns and ensure a regular and consistent flow of work to IBM, IBM will issue a weekly report to D&B indicating: - Number of files and volume of records received during the week; - Number of files and/or records completed during the week; and - Number of files and/or records which are work-in-progress or for which work hasn't yet commenced. These reports will be reconciled with similar reports generated by D&B's Bulk Load Tool to ensure a common view between the Parties. IBM D&B Confidential IBM Contact Center: EU File Update Solution Document 14 ATTACHMENT A-6-2 IBM SOLUTION DOCUMENT: DATA PROGRAMMING TABLE OF CONTENTS A. Solution Overview B. IBM Staff and Facilities C. Tools, Processes and Methodologies D&B / IBM Confidential A-6-2- 1 IBM SOLUTION DOCUMENT: DATA PROGRAMMING (A) SOLUTION OVERVIEW (i) CURRENT D&B ENVIRONMENT DATA PROGRAMMING POINT OF DEPARTURE (110.5 FTE) [MAP] (ii) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH (a) SOLUTION OVERVIEW IBM will consolidate similar functions and skills into common IBM delivery centers. This will result in improved efficiencies through strong management and team work between agents. IBM examined D&B requirements from a variety of different perspectives (e.g., skills, ability to generate revenue, locations, language needs, processes) to determine where best to locate D&B's Data Programming("DP") Services. Based on these factors, including availability of skills, robustness of labor markets, political ramifications, costs and ease of Transition, IBM identified IBM centers located in Bangalore, India, and Budapest, Hungary as Service delivery locations for the Data Programming Services. In addition to the IBM delivery centers, IBM will hire 9 DP employees that will physically remain within the D&B sites. The D&B sites identified are Bethlehem, PA (5), Mississauga, CA (1), and High Wycombe, UK (3). Migrating the Data Programming Services to these locations will allow IBM to meet D&B's requirements and achieve its guiding principles of reducing costs while increasing customer satisfaction and improving revenue with minimal disruption to D&B customers. Of the 9 employees hired, 3 in High Wycombe, UK and 4 in Bethlehem, PA will D&B / IBM Confidential A-6-2- 1 remain for the life of the Term. The balance of the hired employees, 1 in Bethlehem, PA and 1 in Mississauga, CA will be offered one year positions within IBM. The following represents the delivery environment in which IBM will provide the Data Programming Services following Transition (2Q05): DATA PROGRAMMING POINT OF ARRIVAL (87 FTE'S) [MAP] (b) TRANSITION OVERVIEW In order to implement IBM's solution, there will be a period of Transition broken into two components: Managerial Transition and Operational Transition. The Managerial Transition period will achieve the following activities; establish the governance structure, harvest knowledge of D&B's existing processes and skills, train the IBM trainers, and fit out IBM's centers with the necessary D&B technology. During the Operational Transition, IBM will hire, train and bring live the Data Programming support analysts required to support D&B's requirements. Following Transition, the Data Programming Services will be consolidated into the IBM Bangalore and Budapest Delivery Centers. The Services will be performed by experienced delivery resources with language skills matched to D&B's requirements. The IBM Delivery Centers will perform continuous process and quality improvement programs to increase efficiency and reduce costs. D&B / IBM Confidential A-6-2 - 2 An assumption of the current transition plan for India has a start date of November 1, 2004 for knowledge transfer. An attempt is being made to find AMS SME's with current visa's to travel to the US D&B locations. The current interview date for the US embassy in India is November 29th. IBM is working to mitigate any associated risks with the November 1st start date. (c) IBM VALUE PROPOSITION IBM will work in partnership with D&B to provide delivery value through the following activities: - Assembling a global team with deep expertise in global transitioning, delivery and transformation to mitigate risk - Leveraging in-place global IBM Delivery Centers and infrastructure to reduce costs and realize speed to benefit - Focusing on continuous improvement with rigorous Six Sigma methodology to drive improved Service Levels - Providing business continuity through IBM's worldwide delivery network to provide requisite solution availability and system performance - Committing to high levels of quality and Service delivery to improve control environment and minimize Service disruption - Accelerating the Transition to Global Delivery Centers to begin the transforming processes sooner (d) KEY TRANSITION ACTIVITIES IBM will be able to manage growth in D&B's Data Programming demands, thereby allowing increased revenue opportunities while controlling costs. IBM will provide this capability by providing improved training / coaching, lower attrition, centralized workforce management, strong management structures, consistent processes across centers and streamlining functions. Specifically, IBM will perform the following transition activities: - Cross functional D&B/IBM teams kickoff meeting - 2 day brainstorming session to generate "improvement ideas" - Benchmark against best practices - Assembler programmer - Re-write assembler code to current day code - Soft copy I-case reports - JCL Specialists - Improvements to current JCL libraries - AMS Specialists - Improvements to current day to day operations - Application enhancements/streamlining D&B / IBM Confidential A-6-2 - 3 - Creation of offline operational toolkits & knowledge base - Cross training and blending of workstreams - Trade and Delivery - Benchmark & Selection of Best of Breed Tracking Tool - Provision of a consistent tracking tool for all DP functions - Where feasible, use local on site servers to improve application access and reduce refresh times - Follow on discussions with D&B on "configurator" requirements and development potential D&B / IBM Confidential A-6-2 - 4 B) IBM STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS In order to meet D&B's business objectives and requirements, IBM will use solution centers located in Bangalore, India and Budapest, Hungary to provide the Data Programming Services. The business objective trade-offs factored into the location choice include: language availability vs. labor cost and customer satisfaction vs. labor cost. (ii) STAFFING PLAN IBM will migrate all DP services in North America, with the exception of Canada Trade, to India. To drive out additional costs, IBM will migrate all functions in Europe and Canada Trade to Hungary. Attachment A-7-2 (Transition Schedule) contains a detailed staffing plan. IBM is planning on the improvements mentioned in Attachment A-7-2 (Transition Schedule) to reduce headcount in the DP function. Based on volume projections from D&B , IBM will adjust staff accordingly to meet increased volumes. If the projections are increased volumes on a regular basis that will require IBM to increase its staff, IBM will do so accordingly. If the projected increased volumes are temporary or cyclical, IBM will utilize overtime, nights and weekends to accommodate the volume spikes. IBM also plans on cross training all DP staff in scope. All staff will be able to support volume spikes to protect D&B revenue and for better achievement of the Service Levels. (iii) STAFFING PROFILES (a) The following profile has been developed for the DP staff at IBM: - 2 or 4 yr degree/ diploma in Computer science/ programming - preferred - PC skills, MS office, EasyTrieve, SAS, JCL, COBOL, TSO, Visual Basic skills preferred - Some knowledge of Assembler - Communication skills - Ability to work independently - Ability to resolve issues - Time management (b) Key employee traits for which IBM will test beyond basic qualifications & relevant experience are: - Eye for detail - (Approach via a "TEST") - Ability to make "independent" decisions - Approach via Interview rounds D&B / IBM Confidential A-6-2 - 5 - Basic coding capability (c) The profile for the team leads is as follows: - Blend AMS profile with DP front-end profile - will be able to perform complex DP tasks - Leadership, mentoring and daily planning capabilities - Clear, concise communication skills (d) The roles and responsibilities of the team leads are as follows: - Prepare the team to meet established performance criteria and SLAs - Provide daily team guidance and training on job specific modules as required - Perform various administration tasks - Lead in setting and achieving operational objectives and track and report service performance - Manage complex issue escalation - Monitor/coach staff and recommend/implement ways to improve SLAs, customer satisfaction, service strategies and operational guidelines - Evaluate training material to ascertain the most efficient process flows and work instructions are developed that satisfy D&B needs. - Provide leadership and demonstrate positive influence that motivates and drives team to success. - Make certain all policies, practices and procedures affecting service delivery are communicated and understood both internally and externally. - Manage quality and reporting as per D&B and IBM guidelines - Lead operational enhancement and productivity improvement initiatives. (e) IBM AMS teams: - IBM will utilize the AMS (Application Management System) teams in Bangalore to recruit, hire and staff for the DP services in India. The DP staff and management will be located at our IBM Bangalore location. IBM will utilize the expertise of the AMS team for knowledge transfer, training material development, training, operational enhancements, team leads and staff. - The European solution will also include the AMS team in the Netherlands to perform SME/team lead/"floor walker" functions in the Budapest center. - The AMS team presence is temporary in Budapest. Once IBM and D&B jointly agree that the AMS team is no longer required, they will return to their location in Europe. D&B / IBM Confidential A-6-2 - 6 C) TOOLS, PROCESSES, AND METHODOLOGIES (i) Tools and Software The following chart describes the tools and software required to perform Data Programming Services that each party shall provide during the Term: D&B IBM - -------------------------------------------------------------------------------------------- TSO with RMDS MS Office Suite Bulk Source Tracking OSP Hummingbird or equivalent US Trade Intranet SAS US Trade Processing Libraries JCL Canada Trade Processing Libraries Monarch Software or Equivalent Europe Trade Processing Libraries Data Junction AIH US PDF to text conversion software AIH Canada Best of Breed Tracking Tool * AIH Europe Lotus Notes CICS/OSP NextGen Match Data Mart Customer File Processing TSO/Roscoe Plug-n-Play Library D&B / IBM Confidential A-6-2 - 7 D&B IBM - -------------------------------------------------------------------------------------------- Technology Maintained Production Libraries Technician Maintained Libraries Worldbase Technology Trade (Customer Files) Ram-J Drive Access RAM and e-RAM DUNS QC Tool Consolidator Tool SMS Delivery Production Library DUNS Order Entry (DOE) DUNS Order Construction (DOC) Guided Order Entry (GOE) S&MS Delivery Production Library DUNS Lookup Local Data Mart (LDM) Innotech Dataware BMS Production System D&B / IBM Confidential A-6-2 - 8 D&B IBM - -------------------------------------------------------------------------------------------- GMF SOPS Match It / Click It SSA C-List CRO to DUNS converter * The best of breed tracking tool IBM implements during Transition will displace D&B's existing Data Programming tracking tools, including the following tools: Project Tracker, Timekeeper, Job Track, Canadian Tracking Database, European Tracking Database. (ii) Interfaces IBM will provide consistent and accurate flow of data between systems and tools required to provide the Services without interruption of D&B Services. If any interfaces are required between D&B and Supplier systems, Supplier will be responsible for building and maintaining them. (iii) Canada Solution IBM will lift and shift the current Canada Trade application. We are working with D&B to pursue an alternative solution for a global Trade application. No enhancements will be put in place without the approval of D&B and has economical/financial benefits. D&B / IBM Confidential A-6-2 - 9 IBM Business Consulting Services [IBM LOGO] ATTACHMENT A-6-3 TRANSACTION PROCESSING SOLUTION TABLE OF CONTENTS A) Solution Overview.......................................... 2 B) IBM Staff and Facilities................................... 6 C) Tools, Processes, and Methodologies........................ 10 IBM D&B Confidential IBM Transaction Processing Solution Document 1 IBM Business Consulting Services [IBM LOGO] IBM SOLUTION DOCUMENT: TRANSACTION PROCESSING A) SOLUTION OVERVIEW (i) CURRENT D&B ENVIRONMENT TRANSACTION PROCESSING POINT OF DEPARTURE (48 FTE'S) [MAP] (ii) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH (a) SOLUTION OVERVIEW For the Transaction Processing Services, IBM will support the various data entry activities as follows: - collection, manual entry (i.e., keying) and processing of Transaction Processing Data including Registration, Legal, Financial, Detrimental, Press and Ad Hoc Data types, and - error re-work; as more particularly described in Exhibit A-3 (Transaction Processing Services Statement of Work). These and other activities described in Exhibit A-3 (Transaction Processing Services Statement of Work) are currently provided from D&B centers located in the United Kingdom (servicing the United Kingdom and the Republic of Ireland), the Netherlands (servicing Belgium and the Netherlands), and Italy. IBM will consolidate these functions and skills into common IBM IBM D&B Confidential IBM Transaction Processing Solution Document 2 IBM Business Consulting Services [IBM LOGO] delivery centers. This will result in improved efficiencies through strong management and team work between agents. IBM examined D&B's requirements from a variety of different perspectives (e.g., skills, ability to generate revenue, locations, language needs and processes) to determine where best to locate D&B's Transaction Processing Services. Based on these factors, including availability of skills, robustness of labor markets, political ramifications, costs and ease of Transition, IBM identified IBM delivery centers located in Greenock, Scotland and Budapest, Hungary as Service delivery locations for the Transaction Processing Services. Migrating the Transaction Processing Services to these locations will enable IBM to meet D&B's requirements and achieve its guiding principles of reducing costs while increasing customer satisfaction and improving revenue with minimal disruption to D&B's customers. The following represents the delivery environment in which IBM will provide the Transaction Processing Services following Transition (2Q05): TRANSACTION PROCESSING POINT OF ARRIVAL (37 FTE'S) [MAP] IBM D&B Confidential IBM Transaction Processing Solution Document 3 IBM Business Consulting Services [IBM LOGO] (b) TRANSITION OVERVIEW In order to implement IBM's solution, there will be a period of Transition broken into two (2) components: Managerial Transition and Operational Transition. The Managerial Transition period will achieve the following activities; establish the governance structure, harvest knowledge of D&B's existing processes and skills, train the IBM trainers, and fit out IBM's delivery centers with the necessary D&B technology. During the Operational Transition, IBM will hire, train and bring live the Transaction Processing support analysts required to support D&B's requirements. The Transaction Processing-specific Transition activities are set out in further detail in Exhibit A-7 (Transition and Transformation). Following Transition, the Transaction Processing Services will be consolidated into IBM's Greenock, Scotland and Budapest, Hungary delivery centers. The Transaction Processing Services will be performed by experienced delivery resources with language skills matched to D&B's requirements. IBM's delivery centers will perform continuous process and quality improvement programs to increase efficiency and reduce costs. (c) IBM VALUE PROPOSITION IBM will work to provide delivery value to D&B through the following activities: - Assembling a global team with deep expertise in global transitioning, delivery and transformation to mitigate risk; effect a smooth and efficient Transition of the Transaction Processing Services; deliver the Transformation of the Transaction Processing Services as described in Attachment A-7-3 (Transformation Solution); and to perform the Transaction Processing Services in accordance with the Agreement; - Leveraging in-place global IBM delivery centers and infrastructure to reduce costs and realize speed to benefit; - Focusing on continuous improvement with rigorous Six Sigma methodology to drive improved Service Levels; - Providing business continuity through IBM's worldwide delivery network to provide requisite solution availability and system performance; - Committing to high levels of quality and Service delivery to improve the control environment and minimize Service disruption; and - Accelerating the Transition to IBM's global delivery centers in collaboration with D&B in order to hasten Transformation of the Transaction Processing processes, in accordance with Exhibit A-7 (Transition and Transformation). IBM D&B Confidential IBM Transaction Processing Solution Document 4 IBM Business Consulting Services [IBM LOGO] (d) BUSINESS TRANSFORMATION OUTSOURCING (BTO) Through IBM's transformational activities, IBM will be able to contribute to further improvements in D&B's DUNSRight Value Proposition through increased focus on Accuracy, Completeness and Timeliness. This will allow D&B to meet and exceed customer expectations of data and product quality whilst controlling costs. IBM will provide this capability by providing improved training / coaching, lower attrition, centralized workforce management, strong management structures, consistent processes across centers and automation. Transformation will include: - Consolidation into two (2) IBM delivery centers; - Improved training and coaching; - Improved data quality and accuracy; - Leverage knowledge base across functional areas; and - Error handling resolution tool enhancements. Transaction Processing operational enhancement activities will focus on: - Work force optimization - scheduling of agent resources across different functions such as Service Failures; aimed at optimized occupancy and Service Level attainment; - Performance measurement - defining, measuring, monitoring, maintaining and reporting performance of a balanced set of Transaction Processing metrics and continuously improve with discipline and consistency; and - Contact flow and activity management - focusing on capabilities related to seamlessly handling Transaction Processing and outbound interactions through front, middle, and back office environments and third party interfaces as required. The Transaction Processing-specific Transformation activities are set out in further detail in Exhibit A-7 (Transition and Transformation). IBM D&B Confidential IBM Transaction Processing Solution Document 5 IBM Business Consulting Services [IBM LOGO] B) IBM STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS In order to meet D&B's business objectives and requirements, IBM will use delivery centers located in Greenock, Scotland and Budapest, Hungary to provide the Transaction Processing Services. The business objective trade-offs factored into the choice of location include: language availability vs. labor cost, and customer satisfaction vs. labor cost. (a) STAFFING - POINT OF DEPARTURE IBM's solution reconciles forty-eight (48) FTE's from D&B as the point of departure. The point of departure FTE locations for Transaction Processing personnel are set out in the following table: POINT OF DEPARTURE ALMELO, NL MILAN, IT HIGH WYCOMBE, UK TOTAL - ------------------------------------------------------------------------------------------------------- D&B 7 39 2 48 (b) STAFFING - POINT OF ARRIVAL (Q2-2005) IBM's solution reconciles thirty-seven (37) FTE's as the point of arrival (2Q05). The point of arrival FTE locations for Transaction Processing personnel are set out in the following table: POINT OF ARRIVAL GREENOCK, SCOTLAND BUDAPEST, HUNGARY TOTAL - ------------------------------------------------------------------------------------- IBM 5 32 37 (ii) STAFFING PLAN IBM will migrate all Transaction Processing Services to its delivery centers at Greenock, Scotland and Budapest, Hungary. Having reviewed the function, skills, and language needs in detail, IBM has developed a staffing model matrix which reflects the headcount associated with the various processes and business units by site and geography. A detailed representation of the FTE allocation by function is follows: FUNCTION DEPARTURE FROM TO ARRIVAL - --------------------------------------------------------------------------------------------------------- Error Rework 3.5 Almelo, NE Greenock, Scotland 1.5 Registration Data 1.0 Almelo, NE Greenock, Scotland 1.0 IBM D&B Confidential IBM Transaction Processing Solution Document 6 IBM Business Consulting Services [IBM LOGO] Miscellaneous 1.5 Almelo, NE Greenock, Scotland 1.5 Luxembourg 1.0 Almelo, NE Greenock, Scotland 1.0 Chamber of Commerce 25.0 Milan, IT Budapest, Hungary 17.0 Court Judgment 9.0 Milan, IT Budapest, Hungary 8.0 Press Clippings 2.0 Milan, IT Budapest, Hungary 2.0 Protested Bills 3.0 Milan, IT Budapest, Hungary 3.0 EMC 1.0 High Wycombe, UK Budapest, Hungary 1.0 CMIC 1.0 High Wycombe, UK Budapest, Hungary 1.0 TOTAL FTE'S 48.0 37.0 IBM is planning on the improvements mentioned above to reduce headcount in the Transaction Processing Service function as stated in the preceding table. Based on volume projections from D&B, IBM will adjust staff accordingly to meet increased volumes. If the projections are for increased volumes on a regular basis that will require IBM to increase its staff, IBM will do so accordingly. If the projected increased volumes are temporary or cyclical, IBM will utilize overtime, nights and weekends to accommodate the volume spikes. IBM will also cross train all in scope Transaction Processing staff. All staff will be able to support volume spikes to protect D&B revenue and for better achievement of the Service Levels. (III) STAFFING PROFILES (a) The following profile has been developed for the Transaction Processing staff at IBM: - Commercial qualification or background or a proven ability to be trained to a high standard in this area; - Accuracy and attention to detail - Good data entry and PC skills; IBM D&B Confidential IBM Transaction Processing Solution Document 7 IBM Business Consulting Services [IBM LOGO] - Knowledge of and ability to use the internet as a source of information; - Language requirement multilingual (at least fluent in two (2) languages); - Good communication skills; - Ability to work independently; and - Time management skills. (b) Key employee traits for which IBM will test beyond basic qualifications and relevant experience are: - Ability to multitask; - Ability to work to targets, on own initiative and under pressure where required; - Ability to follow procedures and instructions; - Confident decision-making within the parameters of formal procedures and instructions; and - Investigative nature. (c) The profile for the team leaders is as follows: Same skills as staff members, plus the following: - Applies expert, in-depth knowledge of complex services offerings/solutions; - Leadership, mentoring and daily planning capabilities; and - Clear, concise communication skills. (d) The roles and responsibilities of the team leads are as follows: - Prepare the team to meet established performance criteria and Service Levels; - Provide daily team guidance and training on job specific modules as required; - Perform various administration tasks; - Lead in setting and achieving operational objectives and track and report Service performance; - Manage complex issue escalation; - Monitor/coach staff and recommend/implement ways to improve Service Levels, customer satisfaction, service strategies and operational guidelines; - Evaluate training material to ensure that the most efficient process flows and work instructions are developed that satisfy D&B's needs; - Provide leadership and demonstrate positive influence that motivates and drives the team to success; - Make certain all policies, practices and procedures affecting Service delivery are communicated and understood both internally and externally; IBM D&B Confidential IBM Transaction Processing Solution Document 8 IBM Business Consulting Services [IBM LOGO] - Manage quality and reporting as per D&B and IBM guidelines and as set out in the Agreement; and - Lead operational enhancement and productivity improvement initiatives. IBM D&B Confidential IBM Transaction Processing Solution Document 9 IBM Business Consulting Services [IBM LOGO] C) TOOLS, PROCESSES, AND METHODOLOGIES (i) TOOLS AND SOFTWARE The following chart describes the tools and software required to perform the Transaction Processing Services that each Party shall provide during the Term: D&B IBM - -------------------------------------------------------------------------------------------------------- Duns Electronic WorkStation (DEWS) UK Email (e.g. Microsoft Outlook, Lotus Notes) DEWS Ireland MS Office DEWS Italy Internet Browser DEWS Belgium Best of Breed Tracking Tool* DEWS Netherlands IBM Data Entry Tool** DEWS Luxembourg Nikeman Belgium Nikeman Netherlands OPAL DEWS (for EMC) Computer Market Intelligence Centre (CMIC) extranet Local MS Access databases European Data Entry (EDE) (through 3270 mainframe terminal emulation) Dunstel (through 3270 mainframe terminal emulation) Local Italian Systems * The best of breed tracking tool that IBM shall implement during Transformation will displace D&B's existing Transaction Processing tracking tools, which are largely manual systems. ** The IBM data entry tool will provide benefits to each Party - it will allow IBM to migrate all D&B work currently carried out on DEWS, Nikeman and OPAL DEWS to a new system. This will provide significantly improved multi-skilling and cross-training opportunities with a relatively IBM D&B Confidential IBM Transaction Processing Solution Document 10 IBM Business Consulting Services [IBM LOGO] short ramp up time. D&B will benefit from being able to decommission the existing D&B data entry tools. (ii) INTERFACES IBM will provide consistent and accurate flow of data between systems and tools required to provide the Transaction Processing Services without interruption of D&B services. If any interfaces are required between D&B and IBM systems, IBM will be responsible for building and maintaining them. IBM D&B Confidential IBM Transaction Processing Solution Document 11 ATTACHMENT A-6-4 IBM SOLUTION DOCUMENT: FINANCE PROCESSING TABLE OF CONTENTS OVERVIEW A. Introduction B. Summary of Finance Processing Solutions C. IBM's Strategic Alliance with Equitant D. Delivering Value to D&B E. Structure of Solution Documents GLOBAL ACCOUNTS PAYABLE (AP) /TRAVEL & ENTERTAINMENT (T&E) A. Solution Overview B. IBM Staff and Facilities C. Tools, Processes and Methodologies GLOBAL ORDER-TO-CASH (OTC) A. Solution Overview B. IBM Staff and Facilities C. Tools, Processes and Methodologies D. OTC Infrastructure E. OTC Reports FINANCE US COLLECTIONS AND CASH APPLICATIONS A. Solution Overview B. IBM Staff and Facilities C. Tools, Processes and Methodologies FINANCE EUROPE ORDER-TO-CASH (OTC) A. Solution Overview B. IBM Staff and Facilities C. Tools, Processes and Methodologies SARBANES OXLEY - QUALITY AND CONTROLS D&B / IBM Confidential 1 IBM FINANCE PROCESSING - OVERVIEW A. INTRODUCTION IBM will provide a creative and comprehensive solution to address D&B's cost, transformational and control objectives across the Finance Processing Cluster. This section outlines IBM's response for the three Finance Processing areas including: - Global Accounts Payable ("AP") and Travel and Entertainment ("T&E"), - US Collections and Cash Applications, and - Europe Order to Cash ("OTC") Processing. This Finance Processing solution addresses D&B's objective of transforming its finance organization - with increased controls and reduced risk -- into a leader of value generation and to reduce the overall cost of the organization as measured as a percentage of overall D&B revenue. Specifically, this solution will: - Leverage IBM's economies of scale and relationships to increase savings, - Reengineer end-to-end processes, - Identify and drive savings beyond the finance organization, and - Improve financial controls. B. SUMMARY OF THE FINANCE PROCESSING SOLUTIONS (i) ACCOUNTS PAYABLE / TRAVEL AND ENTERTAINMENT IBM will consolidate D&B's AP and T&E processes into its existing delivery centers in Tulsa, Krakow, and Bangalore. IBM will support continuity of Services in these delivery centers, addressing D&B's multilingual European requirements in IBM's Krakow Global Delivery Center, leveraging global resourcing labor arbitrage opportunities through IBM's Bangalore Global Delivery Center, and providing customer support and connectivity via scanning and imaging capabilities in IBM's Tulsa center and Krakow centers. IBM's solution, which leverages existing D&B systems, will streamline and reengineer existing D&B processes to achieve early productivity improvements. In doing so, IBM will leverage best practice processes from its experiences with other clients for D&B. IBM's solution anticipates a 17% reduction in headcount over five years, with further 8% improvement expected in years 5 through 7. This will be accomplished through a combination of consolidation and productivity savings through application of best practices. IBM expects that there will be an overall productivity improvement of 24%, with 91% of positions located in low cost delivery centers over the Term. (ii) US COLLECTIONS AND CASH APPLICATIONS Using existing IBM delivery centers in Tulsa and Bangalore, IBM will provide a comprehensive U.S. Collections and Cash Applications solution for D&B. In addition, IBM will leverage the technology, domain expertise, and limited consulting and management support from its strategic alliance partner, Equitant, to drive significant improvement in D&B's US collections performance. IBM will migrate all of D&B's customer and collections activities to lower cost India. These accounts represent an estimated 50% of total revenue and require skilled handling by IBM's collections staff. D&B / IBM Confidential 2 This solution addresses D&B's complex collections and cash application processes, while still taking advantage of global resourcing labor arbitrage opportunities. Similar to IBM's AP and T&E solution, IBM's US Collections and Cash Application solution anticipates a reduction in headcount. This will be accomplished through a number of transformation initiatives performed by IBM, including new tools, analytics, policy and process changes, and automated dispute resolution capabilities. IBM expects that there will be an overall productivity improvement of 27% by year five, with an overall improvement of 30% over the ten year contract life. By year five, IBM anticipates that 85% of the positions will be located in low cost delivery centers. IBM will tightly integrate its solution with D&B's US OTC migration effort to drive accelerated transformational benefits to D&B as it upgrades its OTC technical platform to an Oracle 11i solution. Prior to D&B implementing its planned Global OTC Oracle 11i platform, IBM's solution will provide D&B the opportunity to leverage Equitant's Executive Dashboard(TM) to enable senior management to monitor process performance against key business outcomes such as working capital requirements, cost and customer satisfaction. (iii) EUROPE ORDER TO CASH PROCESS IBM will use existing IBM delivery centers with IBM staff in Krakow and Bangalore to support D&B's European OTC processes. Consistent with the US solution, IBM will leverage technology and process expertise from Equitant. By leveraging IBM's multilingual delivery center in Krakow, supported by processing in IBM's Bangalore delivery center, IBM's solution will provide robust OTC processes focused on releasing working capital tied up in accounts receivable, providing stringent process controls, reducing operating cost and implementing best-in-class business processes and technologies. IBM's solution is designed to achieve a smooth and efficient transition of Services while avoiding a negative impact on customer satisfaction. IBM will leverage IBM's multilingual Krakow facility to support non-English requirements, strategic customer groups, and European Sales Order Processing (SOP or Order to Invoice) English and non-English processes. In addition, IBM's solution includes a focused consulting effort designed to make certain IBM will be able to effectively support D&B in an outsourcing environment by standardizing SOP related processes to minimize exception processing and facilitate dispute resolution. Over time, IBM will migrate additional work to the Bangalore facility after processes are standardized for English speaking activities. IBM anticipates a reduction in headcount to service the Europe OTC process. This will be accomplished through a combination of consolidation, reengineering driven productivity savings, and technology driven transformational enhancements. IBM expects that there will be an overall productivity improvement of 15% by year five with a 21% productivity improvement over the life of the contract. In addition, IBM anticipates that 97% of positions will be migrated to low cost delivery centers during the Term. C. IBM'S STRATEGIC ALLIANCE WITH EQUITANT Using Equitant systems, IBM will provide D&B s with integrated best-in-class design and execution of the end-to-end O2C(TM) cycle. Equitant's pervasive culture of measurability, accountability and process-discipline is guided by a management platform for Six Sigma. As a result, Equitant consistently delivers major financial and operational benefits to its clients including significant improvements in operating costs, profit leakage, working capital, customer satisfaction, business flexibility, visibility and control. Equitant's repeatable, scalable, results-oriented solution is backed by a willingness to demonstrate measurable client outcomes. Equitant is well known to IBM and D&B / IBM Confidential 3 Equitant and IBM have a formal alliance agreement in place and have collaborated on several prior and current delivery and proposal efforts. D. DELIVERING VALUE TO D&B IBM believes the combination of its in-place global delivery capability, global F&A consulting capabilities acquired from PwC, partnership with Equitant to provide sophisticated OTC solutions, and unmatched Oracle OTC credentials will deliver greater cost reduction, accelerated speed to value, improved service performance, and reduced risk to D&B. As mentioned earlier, IBM specifically will: - Leverage IBM's staff and existing delivery centers, economies of scale and relationships to increase savings, by configuring a solution that will address global AP, T&E and order to cash processes without Transition disruptions. - Reengineer and transform end-to-end AP/T&E and OTC processes, using hardened processes and tools. With a future target of moving towards an automated technology platform such as Oracle 11i. - Identify and drive savings beyond the finance organization, specifically with a relentless focus on releasing working capital and achieving productivity across the order to cash and T&E processes across the organization. - Improve financial controls, using a robust approach to D&B processes within a well controlled environment tailored with D&B to meet the specific needs of the Sarbanes-Oxley Act on D&B's behalf. IBM's solution, including key Transition activities, is focused on achieving these objectives while avoiding any negative impact to D&B's business, customers and revenue. E. STRUCTURE OF IBM SOLUTION IBM's solution is structured in five major sections. The initial sections cover the responses to the specific finance processing areas. The five sections include: - Global Accounts Payable (AP) and Travel and Entertainment (T&E) - Global Order to Cash - US Collections and Cash Applications - Europe Order to Cash (OTC) Processing - Sarbanes-Oxley - Quality and Controls D&B / IBM Confidential 4 IBM SOLUTION DOCUMENT: FINANCE PROCESSING - GLOBAL ACCOUNTS PAYABLE (AP)/TRAVEL AND ENTERTAINMENT (T&E) D&B / IBM Confidential 5 IBM SOLUTION DOCUMENT: AP AND T&E This Section describes the AP and T&E solution IBM will implement on a global basis for D&B. A. SOLUTION OVERVIEW IBM will provide a comprehensive approach and business process solution for migrating and performing D&B's global AP and T&E processes. To address D&B's requirements for multi-lingual capabilities, IBM will deliver the Services primarily from its Bangalore, India and Krakow, Poland centers. IBM will provide regional customer support and imaging Services from its Tulsa, Oklahoma center. IBM will separate the activities between Bangalore and Krakow, with Bangalore to take advantage of lower cost processing capabilities and with Krakow to take advantage of multi-language capabilities. US English speaking activities will be handled by Bangalore; European requirements be handled from Krakow. (i) ACCOUNTS PAYABLE - US & UK (a) CURRENT D&B ENVIRONMENT IBM understands that D&B processes approximately 68,000 electronic US and AP invoices and only 30,000 manual invoices per year. In the UK this equates to approximately 10,000 manual invoices and 100 electronic invoices per annum. US invoices do not use Purchase Orders (PO); whereas in the UK invoices are PO based and require manual matching to the PO and receipt acknowledgement. US invoices are mailed to the local GBS offices in Bethlehem with MarkView barcode header sheets printed and attached to the invoice by the field. The Bethlehem GBS Center has the mailroom scan the US documents into MarkView and then enters the necessary data (e.g., tax codes, account distribution, etc.) into the Oracle AP module to prepare the invoice for approval. The members in the field will then code the invoice and route the invoice for approval. Once approved, the invoices are routed back to the Bethlehem GBS Center to complete the remaining activities. The UK PO's are mailed by the field to the UK AP office in High Wycombe where the PO's are matched to the invoices mailed directly from the vendors to the High Wycombe AP staff. The UK AP staff scan the PO's and invoices into MarkView to be electronically transmitted to Bethlehem. The GBS staff forward the invoices via Markview to the field based staff for coding and approval. The Payment Processing via BACS (payment through the banking system) and check runs involves the US GBS staff proposing payment requests which are subsequently approved by UK management before UK staff effect the payment. In the UK, General Ledger staff are responsible for the UK bank reconciliation process. IBM will be responsible for the Transition to IBM and performance of the major functions that D&B's AP group currently performs, including the functions listed below. D&B / IBM Confidential 6 Accounts Payable INVOICE BUSINESS INVOICE MAILROOM* PROCESSING CONTROLS CODERS* - -------------------------- -------------------- ------------------------ --------------------------- - - Mail Sorting - Indexing - System Testing/ - Invoice coding - - Scanning - Use Tax Maintenance - Invoice aproval - Invoices - Bank Post - Vendor Master File * (Currently processed in - T&E Payment - 1099 Processing the field by 300+ users - - Imaging - Voids - Communicate Policies and is not in scope to be * (Currently not in AP - Re-issues - Help Desk outsourced) Organization but function - Recurring Invoices - P-card admin to be outsourced) - Invoice Processing - iExpense controls - Electronic Feeds - Metric / SLA reporting - Manual checks/ special handling - Wires / Foreign Currency (b) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH This section describes the solution IBM shall implement during Transition and use to perform the Services during the Term. IBM will use Oracle AP and MarkView systems to support delivery of AP Services for the UK and US although the systems will be used slightly differently for the UK where the process will continue to be PO based. US invoices will be received and scanned in IBM's Tulsa center. UK invoices and purchase orders will be sent to a PO Box in the UK and forwarded to IBM's processing center in Krakow, where they will be received, manually matched, validated and then scanned into the MarkView system. Krakow staff will then manage the MarkView queue to make certain documents are automatically forwarded to D&B field based managers and staff for coding and approval. Invoices without PO's (and not on the vendor without PO's list) will be returned to vendors. IBM staff in Krakow and Bangalore for the UK and US respectively will also handle internal/external invoice feeds; process recurring invoices; perform vendor masterfile maintenance; support D&B in performing ledger reconciliations; handle requests from internal and external audits and process VAT and Sales & Use Tax calculations and recovery. For US based accounts, IBM staff in Bangalore will also provide procurement card administration, undertake 1099 preparation, and I-Expense T&E processing. IBM will provide a helpdesk facility to handle vendor and end user queries in Krakow for UK queries and in Tulsa for US queries. When invoices in MarkView have been coded and approved they will be automatically updated into the Oracle AP system and will become available for payment. IBM staff in Krakow and Bangalore will generate a payment proposal which will be approved and paid by D&B. D&B / IBM Confidential 7 D&B will retain the payment processing functions including the distribution of checks, special handling instructions, the issuance of manual checks, wire transfers, and foreign currency payments, and will also retain responsibility for interfaces with external banks and D&B treasury. IBM will repatriate all hard copy source documentation back to the D&B general accounting offices in country in line with local fiscal requirements. The following process flows depicts at a high level the AP processes for (1) the US and (2) the UK that IBM will be implementing during Transition. They designate activities by location: 1. Future state AP Process - US FUTURE STATE AP PROCESS -- US [FLOW CHART] D&B / IBM Confidential 8 2. Future state AP Process - UK FUTURE STATE AP PROCESS -- UK [FLOW CHART] MANAGE DOCUMENT RECEIPT After Transition, UK invoices will be sent to and scanned at IBM's delivery center in Krakow, Poland. The IBM staff in Krakow will be responsible for sorting and scanning UK invoices, also utilizing the MarkView system. PROCESS INVOICE IBM staff in Krakow, for the UK, and Bangalore, for the US, will be responsible for electronic document indexing, data validation and processing transactions for approval. Invoices will be processed and scheduled for payment only when they have been correctly coded and approved by D&B staff. Invoices presented by vendors not in the vendor master file will not be paid until D&B's vendor setup requirements have been met. Invoices will be verified for data entry accuracy before being scheduled for payment. Quick, special handling, and rush invoice payments will require authorization from D&B. The authorization form and approvals will be received and validated at IBM's global Delivery Centers in D&B / IBM Confidential 9 Bangalore for US transactions and Krakow for UK transactions. They will be validated for consistency with D&B policies prior to payment. In the US if a check is required for rush invoices, IBM will prepare and transmit a payment file to D&B for payment. In the UK, D&B will inform IBM that a payment has been made and will be requested to allocate the payment to the related invoice. PAYMENT PROCESSING IBM will provide D&B with the appropriate payment proposals based on the agreed upon schedule. The other payment processing functions will be retained by D&B. VAT CALCULATION IBM will perform VAT processing from Krakow (for the UK) and Bangalore (for the US) based on the policies and procedures that have been defined by D&B. IBM will interact with the D&B finance (AP) professionals and the applicable D&B legal entity controllers on a regular basis to receive guidance and direction related to applying existing or new regulatory provisions. AP MAINTENANCE Maintenance of the vendor master file will be performed from Krakow for the UK and Bangalore for the US. IBM will process additions and changes to the vendor file (e.g., pay-to address, bank information, tax information) as authorized by D&B. IBM will perform periodic reviews of the approved vendor master file list and recommend combinations of similar records and deletions of unused records to D&B's Purchasing Department. IBM will leverage its system of controls used for other clients and their vendor master file maintenance processes. Some of these controls include working with Finance/Procurement on who are the employees that are authorized to make vendor changes and regularly schedule maintenance schedules. (ii) T&E - US (a) CURRENT D&B ENVIRONMENT D&B processes approximately 15,000 Travel Expense Reimbursement reports monthly across North America. Approximately 10-15% of the US expense reports contain exceptions. The existing self-service system allows D&B staff to sign on to the web address and enter his or her receipt charges and designate the appropriate handling (e.g., foreign currency, VAT required). When the associate submits the report, it moves to the Imaging System, which creates a unique barcode for each T&E. The barcode and receipts are sent to GBS in Bethlehem for scanning. When the barcode and receipts are scanned, an email goes to the associate's manager with a link to the T&E. The manager can utilize an additional icon within the notification to review the images of the receipts and approve or reject the T&E by clicking a button. All T&E vouchers over $10,000 are reviewed for original receipts, business purpose and exchange rate before being entered in Oracle AP. If the T&E expenses are for foreign travel, a copy of the receipts is retained with the processed voucher and the originals are forwarded to the VAT reclaim team. (b) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH This section describes the solution IBM shall implement during Transition and use to perform the Services during the Term. In the US, IBM will use Oracle's iExpense module and MarkView systems to process expense reimbursement requests. Receipt packs will be received and scanned in the Tulsa center for US D&B / IBM Confidential 10 transactions using the existing MarkView imaging system. Exception auditing and processing will occur in Bangalore; payment processing is a D&B retained function. Expense reports that are prepared manually by employees will be sent to the Tulsa Delivery along with receipts, where they will be keyed into iExpense. The following process flow depicts at a high level the T&E process that IBM will implement during Transition for the US, with activities designated by location. FUTURE STATE T&E PROCESS -- US [FLOW CHART] MANAGE DOCUMENT RECEIPT After Transition, US expense reports and supporting documentation will be sent to Tulsa for scanning. Employees will input their travel and expense data into MarkView and mail receipts to Tulsa. PROCESS EXPENSE REPORTS IBM will process approved expense reports for payment in the Bangalore Center. Payment processing is assumed to be retained by D&B. IBM will leverage capabilities in Oracle iExpense to streamline the audit process by targeting items for review. IBM will audit expense reports in accordance with D&B policies in IBM's Bangalore center. T&E MAINTENANCE D&B / IBM Confidential 11 IBM will process authorized additions and changes to the employee file (e.g., pay-to address, bank information, tax information) in Bangalore Non-authorized changes received directly from the employees will be rejected. IBM will be responsible for contacting employees to obtain the appropriate information. IBM will perform periodic reviews of the approved employee payment system and recommend master data clean up. (iii) T&E - UK (a) CURRENT D&B ENVIRONMENT D&B processes approximately 4,000 Travel Expense Reimbursement reports annually across the UK and Ireland. There is no self-service system in the UK. Expense reports are prepared manually by employees, typically using an excel spreadsheet application, prior to being sent to D&B managers for approval. Following approval, the expense vouchers are then sent to High Wycombe together with receipt packages. T&E staff perform a 100% validation check on the expense claims and post the vouchers to the AP ledger, ready for payment. There is a separate vendor payment run for expenses. Any issues with the T&E claims uncovered during the validation stage are manually followed up with either with the member of staff or his/her manager. If the T&E expenses are for foreign travel, a copy of the receipts is retained with the processed voucher and the originals are forwarded to the VAT reclaim team. (b) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH This section describes the solution IBM shall implement during Transition and use to perform the Services during the Term of the deal. For the UK, IBM will continue to process travel and expense claims manually in a very similar way to the current D&B process. Expense vouchers will be prepared manually using an excel spreadsheet application and will be pre-approved by managers before being sent, together with expense receipts, to a PO Box in the UK. The expense claims will then be forwarded to Krakow, where IBM staff will audit a sample of the expense claims before posting entries to the AP system. Claims with issues associated with them will be scanned and e-mailed back to the employee/employees manager for correction/approval. IBM will develop payment proposals, which D&B will approve and pay. D&B will retain responsibility for payment processing. IBM will repatriate all hard copy source documentation back to the D&B general accounting offices in country in line with local fiscal requirements. The following process flow depicts at a high level the T&E process that IBM will implement during Transition for the UK, with activities designated by location: D&B / IBM Confidential 12 FUTURE STATE T&E PROCESS -- UK [FLOW CHART] MANAGE DOCUMENT RECEIPT After Transition, UK expense reports and supporting documentation will be sent to a PO Box in the UK, where they will be forwarded onto Krakow for processing. PROCESS EXPENSE REPORTS IBM will process pre-approved expense reports for payment in the Krakow Center. Payment processing is assumed to be retained by D&B. IBM will validate all the expense vouchers are accurate and have been completed correctly and will perform audits on a given sample of claims to check receipts against expense vouchers. IBM will audit expense reports in accordance with D&B policies. VAT CALCULATION IBM will perform the processing of the VAT in Krakow. IBM will conduct knowledge transfer (e.g., document task descriptions) during the Transition phase. IBM will interact with the D&B tax team and the applicable D&B legal entity controllers on a regular basis to receive guidance and direction related to applying existing or new regulatory provisions. T&E MAINTENANCE D&B / IBM Confidential 13 IBM will process authorized additions and changes to the employee file (e.g., pay-to address, bank information, tax information) in Krakow. (iv) ITALY, BELGIUM AND NETHERLANDS AP AND T&E PROCESSES (a) CURRENT D&B ENVIRONMENT D&B processes approximately 4,000 AP invoices and 1,000 Travel Expense reports annually across Italy and approximately 5,000 AP invoices and 600 Travel Expense Reports annually across Belgium and the Netherlands. With no imaging system in place, the 6 FTEs in the AP departments manually record the requisite data (e.g., account data, supplier number) on the invoice or expense report. The Financial Controllers review the documents for completeness and accuracy. The AP/T&E team then enters the transactions into the financial ledgers. Italy uses NaVision and Belgium and the Netherlands use Sun Systems. Trial payment runs are printed for the Financial Controllers to approve. The NaVision and Sun Systems transmit the approved payment files to the banks for payment and the paper documents are filed by staff in the local offices. (b) IBM STEADY STATE SOLUTION AND OPERATIONAL APPROACH This section describes the solution IBM proposes to implement during Transition and use to perform services during the Term of the deal. After Transition, D&B employees will continue to pre-approve invoices and T&E claims by attaching purchase requests to supplier invoices and receipts to expense reports and obtaining the written approval of D&B departmental managers. D&B employees will then send the pre-approved invoices and expense reports to a post office box in Milan or Rotterdam where they will be forwarded to the IBM center in Krakow for further processing. IBM staff in Krakow will then undertake approval verification and data entry. Approved documents will be validated and entered into the NaVision and Sun Systems. Where errors are detected, IBM staff will forward scanned images of the relevant documents to D&B managers and staff for correction/approval. IBM's Krakow Center will be responsible for all approval verification; data entry; data validation; VAT checking and corporate card management activities currently operated out of the European offices. IBM's Krakow Center has multi-lingual capabilities covering the majority of European languages (and all languages required to provide AP and T&E Services in Italy, Belgium, and the Netherlands). The documents will be approved and entered into the NaVision and Sun Systems. IBM will propose a payment schedule to D&B, which D&B will approve. D&B will retain responsibility for the payment processing including the distribution of checkes, wire transfers, foreign currency payments, and interface with external banks and D&B treasury. Following payment IBM will manually allocate the payment to the related vendor invoices. D&B / IBM Confidential 14 IBM will also process additions and changes to the vendor and employee files (e.g., pay-to address, bank information, tax information) as authorized by D&B. IBM will also perform periodic reviews of the approved AP and T&E systems and recommend master data rationalization. The following process flow depicts at a high level the AP and T&E process that IBM will implement during Transition for the Italy, Belgium and the Netherlands, with activities designated by location. FUTURE STATE AP AND T&E PROCESS-ITALY, BELGIUM & NETHERLANDS [FLOW CHART] MANAGE DOCUMENT RECEIPT After Transition, Italy and Benelux pre-approved vendor invoices and expense reports and supporting documentation will be sent to PO Box's in Italy Brussels and Rotterdam respectively, where they will be forwarded onto Krakow for processing. PROCESS TRANSACTIONS Invoice and expense report audits will be performed in Krakow. Approved invoices and expense reports (including those that have passed audits) will be processed for payment in Krakow. Krakow responsibilities will include approval validation, indexing and data entry into NaVision and Sun Systems. Payment Processing will be retained by D&B. VAT CALCULATION D&B / IBM Confidential 15 IBM will perform the processing of the VAT based on the policies and procedures that have been defined by D&B. IBM will interact with the D&B tax team and the applicable D&B legal entity controllers on a regular basis to receive guidance and direction related to applying existing or new regulatory provisions MAINTENANCE IBM will process additions and changes to the vendor and employee files (e.g., pay-to address, bank information, tax information) as authorized by D&B. IBM will perform periodic reviews of the approved AP and T&E systems and recommend master data rationalization. B) IBM STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS. IBM will use the following delivery centers to provide the Services beginning on the Service Commencement Date: - IBM's Tulsa, Oklahoma center to provide regional customer support and imaging Services; - IBM's Krakow center to provide some English and all non-English speaking work; and - IBM's Bangalore center to provide English-based work. IBM will perform the majority of work related to AP and T&E Services from Bangalore and Krakow using experienced delivery resources with language skills matched to D&B's requirements. The IBM delivery centers will perform continuous process and quality improvement utilizing leading Six Sigma methodologies and programs. D&B / IBM Confidential 16 AP AND T&E GEOGRAPHICAL PLACEMENT -- CURRENT VS FUTURE STATE [MAP] (ii) STAFFING PLAN Following Transition, IBM will handle the US AP and T&E processes out of its Bangalore, India and Tulsa, Oklahoma centers, and the European AP and T&E processing out of its Krakow, Poland center. The reduction of staff from the current state levels to the steady state over seven years reflects a reduction in resources that IBM expects to achieve from process improvements realized over time: D&B / IBM Confidential 17 AP / T&E ------------------------------------------------------------ YR. 1 YR. 2 YR. 3 YR. 4 YR. 5 YR. 6 YR. 7 - --------------------------------------------------------------------------------------------------------------- D&B Baseline FTE's 14.5 14.5 14.5 14.5 14.5 14.5 14.5 Future FTE's 15 14 12 12 12 11 11 - Tulsa 2 2 1 1 1 1 1 - Bangalore 4 3 3 3 3 2 2 - Krakow 9 9 8 8 8 8 8 - Equitant (Total) - - - - - - - % REDUCTION IN FTE'S -4% 3% 17% 17% 17% 24% 24% FTE's in Low Cost Countries 13 12 11 11 11 10 10 - Bangalore 4 3 3 3 3 2 2 - Krakow 9 9 8 8 8 8 8 - Equitant (Total) - - - - - - - % FUTURE FTE'S IN LOW COST COUNTRIES 87% 86% 92% 92% 92% 91% 91% C) TOOLS, PROCESSES, AND METHODOLOGIES (i) CURRENT D&B ENVIRONMENT: The following are the key tools and software D&B uses to provide the AP and T&E Services. (a) TOOLS: PROPRIETARY OR THIRD PARTY TOOL TOOL FUNCTION - --------------------------- ---------------------------- ---------------------------------------- Oracle Financials V11i.5.8 Third Party General Ledger, AP for North America Vista Third Party Report distribution Business Objects Third Party Reporting tool Oracle Financials V11.0.3 Third Party General Ledger, AR/AP for UK and Ireland Systems Union Sun Systems Third Party General Ledger, AR/AP for Belgium, V4.2.5, SQL 7.0 Database Netherlands Navision V2.6 (D&B) and Third Party General Ledger, AR/AP for Italy V3.6 (Datahouse) D&B / IBM Confidential 18 (b) SOFTWARE - NORTH AMERICA PROPRIETARY OR THIRD PARTY SOFTWARE PRODUCT SOFTWARE FUNCTION - --------------------------- ---------------------------- ---------------------------------------- Oracle Financials Third Party - Oracle Accounts Payable MarkView Imaging Third Party - 170 Systems Imaging/Document Management with Workflow Quality Assurance Review Proprietary Quality Assurance Review - Checks invoices and T&E to ensure compliancy with policies Vista Plus Third Party - Quest Software Report distribution Business Objects Third Party - Business Query tool - generates reports Objects Paybase Third Party - BottomLine Electronic payments and remittance, laser check and fraud prevention tools Amex Third Party - American T&E Payments Express Banks Third Party - Northern Funds Transfer Trust and Bank of Montreal Worldlink Third Party - CitiBank Exchange Rates Accounting Link Third Party - American Amex P-Cards Express (c) SOFTWARE - UK, IRELAND, ITALY, BELGIUM, NETHERLANDS PROPRIETARY OR THIRD PARTY FUNCTION SOFTWARE PRODUCT SOFTWARE - --------------------------- ---------------------------- ---------------------------------------- Oracle Financials V11.0.3 Third Party OTC GL, AP, AP for UK & Ireland Systems Union Sun Third Party OTC GL, AP, AP for Belgium, Netherlands Systems V4.2.5, SQL 7.0 Database Navision V2.6 (D&B) and Third Party OTC GL, AP, AP for Italy V3.6 (Datahouse) D&B / IBM Confidential 19 IBM SOLUTION DOCUMENT: FINANCE PROCESSING - GLOBAL ORDER-TO-CASH (OTC) D&B / IBM Confidential 20 IBM SOLUTION DOCUMENT: GLOBAL ORDER-TO-CASH A. SOLUTION OVERVIEW - GLOBAL ORDER-TO-CASH (i) IBM'S OVERALL OTC APPROACH IBM's solution for Global OTC is centered around a comprehensive delivery out of existing F&A centers in Krakow, Poland; and Bangalore, India. Although this approach utilizes the tools, techniques and domain experience that Equitant has successfully launched in this market space, this is fundamentally an IBM owned and delivered solution. That is to say, IBM will provide D&B's OTC Services from IBM's global delivery centers that currently provide similar type of services to IBM's existing F&A clients around the globe. These centers operate in the very stringent control environment that is part of the IBM hallmark. In addition, the staffing for the provision of Services will be pre-dominantly IBM employees, who will serve as the prime relationship for Service Levels and quality will be between D&B and IBM. The centers from which the Services will be provided draw upon the heritage PwC Consulting operating environment that was the genesis of much of IBM's current F&A transformational outsourcing business - supplemented by a world-wide pre-eminent financial processes consulting business that houses over 6,000 staff globally. The operating environment and many of the leadership and staffing that were sourced from that heritage were established with the strongest focus on internal controls and risk-aversion. The IBM solution for D&B's OTC processes, in IBM's opinion, will be further maximized by truly leveraging and capitalizing on Equitant's methods, technologies and global reporting capabilities. For that reason, much of what follows in this section around Equitant and its proprietary approach is appropriately very focused on their previous experiences - intended to reassure D&B of the benefits of this teaming arrangement between IBM and Equitant. It is also pertinent to note that IBM and Equitant did have a formal alliance agreement, in place before this opportunity with D&B was known about and have been working together successfully and seamlessly on other client engagements with very positive results. (ii) BACKGROUND ON EQUITANT Equitant is exclusively focused on managing and optimizing the Order-to-Cash (O2C(TM)) cycle for Global 1000 companies for increased profitability. As a first party outsourcing provider, Equitant provides clients with integrated best-in-class design and execution of the end-to-end O2C(TM) cycle. Equitant's pervasive culture of measurability, accountability and process-discipline is guided by a management platform for Six Sigma. As a result, Equitant consistently delivers major financial and operational benefits to its clients including significant improvements in operating costs, profit leakage, working capital, customer satisfaction, business flexibility, visibility and control. Equitant's repeatable, scalable, results-oriented solution is backed by IBM's willingness to guarantee measurable client outcomes. Equitant's service delivery model integrates a robust, industry-leading technology platform and applications with process management and industry expertise and high performing domain experts. A management platform for Six Sigma drives a standardized approach to more effectively manage hand-offs across the enterprise and leverages Six Sigma initiatives to identify and remedy defects at the source that are embedded in cross-functional silos. By aligning customized, integrated solution to client business objectives, Equitant is able to deliver significant improvements in financial and operational performance, coupled with the capability and focus to sustain the improved performance throughout the lifetime of each partnership. This focus on Six Sigma integrates well in teaming with D&B / IBM Confidential 21 IBM whose delivery centers around the globe embrace this quality tool as a basic and fundamental under-pinning of its client service delivery excellence. (iii) TYPICAL EQUITANT SERVICES Equitant provides its clients with a complete end-to-end managed services offering in the Order-to-Cash(TM) cycle, including the integration and seamless delivery of a number of activities including: - Order management - Credit management - Invoice / billing - Collections management - Chargebacks and deduction handling - Dispute resolution - Cash application - Payment reconciliation - Reporting and analysis (iv) EQUITANT SERVICES FOR D&B For the D&B Solution, IBM will be leveraging a significant part of the Equitant toolkit. Globally this includes the Collections engine, deduction management, dispute resolution, cash application and reporting and analysis tools. In addition, IBM will utilize invoice/billing and order management tools for the European OTC solution. D&B / IBM Confidential 22 ORDER RISK CREDIT COLLECTIONS CASH MANAGEMENT MANAGEMENT FULFILLMENT BILLING MANAGEMENT MANAGEMENT APPLICATION Distribution Self-billing Quotation Credit limit requirements (consignment management management Planning stock) Contract compliance Cash targets Cash posting Pre-order Customer Proactive Unapplied Contract credit Stock Bill Master-file collection payment administration assessment management calculation maintenance calls resolution Pre-order Bill Order credit Component preparation/ Dispute Dunning Exception reception assessment shipment verification management activity management Price Order Bill Credit note Sanctions Account calculation consolidation Production processing reconciliation Order entry Import / Export Root cause Litigation Cash-flow analysis Forecasting CONSISTENT CREDIT/SALES POLICIES GLOBAL PERFORMANCE TARGET GLOBAL PERFORMANCE MONITOR STANDARD/ LOCAL PROCESSES STANDARD GLOBAL WORKFLOW AR COLLECT(TM), OPENPAY(TM), CDR(TM), EXECUTIVE DASHBOARD(TM) & OTHER PROPRIETARY CAPABILITIES [GRAPHIC] Web Order Management [GRAPHIC] Rules-based Workflow Routing & Escalation [GRAPHIC] Web-enabled O2C CRM toolkit [GRAPHIC] Web-enabled Collaboration [GRAPHIC] Automated Research & Correspondence (v) ADDITIONAL VALUE ELEMENTS OF IBM SOLUTION (a) VALUE ELEMENTS IBM, together with Equitant's oversight and guidance, will take responsibility for D&B's O2C(TM) operations on a long-term basis to deliver guaranteed, sustainable, and measurable business outcomes. Partnering with D&B, IBM will leverage outsourcing as a long-term strategy to create competitive advantage results in the redirection of D&B's focus towards the core competencies that drive long-term shareholder value. Specifically, IBM will deliver: SUBSTANTIAL IMPROVEMENTS IN WORKING CAPITAL - highly structured dispute-handling procedures and "surgical" workflow techniques will result in the identification of pockets of working capital that D&B / IBM Confidential 23 are trapped in defects in the overall process and ultimately manifest themselves in the form of disputes with the customer. The identification and speedy resolution of these issues and in conjunction with re-engineering as a result of root cause analysis will release trapped working capital. This will be enabled by leveraging the unique technology platform and the deep domain expertise of IBM's partner, Equitant. REDUCED OPERATING COSTS - process redesign drives standardized, automated transaction execution yielding efficiency gains by reducing errors and re-work across O2C(TM), sales and supply chain processes. Additionally, a decrease in avoidable charge backs and deductions significantly enhances operating income (typically 0.4 - 0.9% of revenue) by reducing profit leakage. Dramatic increases in customer satisfaction - systemic issues that drive late payments and impact the customer are identified and remedied at the source, decreasing the time to surface and resolve customer issues by as much as 70% and eradicating the reoccurrence of issues, with no change in policy or aggressiveness. ENHANCED MANAGEMENT VISIBILITY AND CONTROL - online access for key mangers to a reporting tool that contains key performance indicators and real time visibility to issues and performance, will connect the thought leadership of D&B to its customer base and how it is being administered. Capturing information offered by the customer and tracking the internal response of the organization will offer an opportunity to ensure that the customer's expectations are being realized and that the organization is fully aligned to achieving that goal. FACILITATE COMPLIANCE WITH REGULATORY REQUIREMENTS (E.G. SARBANES-OXLEY) - Processes are embedded into the tool suite and help to ensure that defined policies and procedures are being adhered to by the organization. Due to the fact that most hand-off's are electronic and the reporting suite is dynamic, it is possible to introduce early warning alerts for process and policy failure. As the working practices are embedded into the technology and the technology location independent corporate imperatives can be deployed globally and uniformly ensuring harmonization across geographical locations. INCREASED BUSINESS-FLEXIBILITY - offers rapid launch of new markets, new distribution channels (e.g. B2B web-stores); new infrastructure requirements resulting from spin-off, divestitures or M&A activities; a flexible, scalable model to support continued business growth worldwide with reliability; and the opportunity to convert fixed costs to variable spend to adapt to changing business environments. Additionally, IBM working closely with Equitant assumes execution risks associated with the program by contracting to D&B's business-outcomes as they directly impact the P/L and balance sheet. (b) QUALITY MANAGEMENT & REGULATORY REQUIREMENTS In the last two years, there has been an increased awareness and need to ensure adequacy of internal controls and visibility. In response to Enron and other corporate failures, the Sarbanes-Oxley (SOX) Act of 2002 emerged in the United States to define stringent standards for internal controls and specific responsibilities for the CFO and CEO, who must attest to the accuracy of their financial reports. As a U.S. company, D&B must ensure that its control environment satisfies the requirements of Sarbanes-Oxley. D&B / IBM Confidential 24 In particular, the following areas are typical challenges in today's AR process environment. IBM will assess these needs to determine applicability D&B: - Inadequacies exist in overall internal control design - Sufficient levels of control consciousness within the organization are not met - Anti-fraud programs and controls are not introduced - Appropriate segregation of duties consistent with control objectives is not fully implemented - e.g., Segregating cash receipts, cash application, and collection activities - Appropriate reviews and approvals of transactions, accounting entries, or systems output do not exist - Provisions for the safeguarding of assets are inadequate - An information system fails to provide complete and accurate output that is consistent with financial reporting objectives and current needs With end-to-end process documentation, and complete visibility via the Equitant Executive Dashboard(TM), IBM's solution will address needs within quality management and supplements compliance of regulatory requirements. These regulatory requirements magnify the need for a complete solution that provides visibility of the whole D&B Accounts Receivable portfolio. As such, IBM's proposal is to incorporate both US and European receivables portfolios into Equitant's Executive Dashboard(TM). As discussed in the executive overview to this section, the delivery of the in-scope Services out of IBM owned and operated service centers provides the reassurance of a strong focus on the controls and compliance that is the hallmark of IBM. Programs such as SAS70 and internal/external audits are all examples of how critical a well-controlled environment is to IBM. (c) CUSTOMIZATIONS AND CONSULTING IBM/Equitant will implement its proprietary technology tools as described previously, including AR Collect(TM), Collaborative Dispute Resolution(TM), and Executive Dashboard(TM). Where appropriate, IBM will customize the applications to support unique business requirements for D&B in order to drive the results desired. Additionally, IBM and Equitant continue to invest in improvements in technology and process capabilities. These investments are generally included in IBM's proposal and will be passed on to D&B in the form of new releases and continuous improvement efforts. Utilizing IBM's Business Consulting Services (BCS) consultants, IBM's solution includes a process transformation project in Europe that will deliver documented rules and procedures for key quality and control requirements, a delivery medium for training and continued refreshment and access by all interested parties. IBM believes this to be a practical, expeditious and economic solution to a process area that contains numerous improvement opportunities. These process and organizational changes will benefit both IBM and D&B.. (d) SYNERGIES WITH OTHER SERVICE CLUSTERS IN THE AGREEMENT The benefits to D&B related to the integration of this solution with the other D&B cluster solutions include: - IBM's cross-cluster Global Project Executive and teams are dedicated and have full accountability to D&B, on a global basis, with full authority to commit IBM. This will yield high responsiveness to D&B. D&B / IBM Confidential 25 - A delivery-led organization that defined and developed the proposed solution and will be fully accountable for results and risk mitigation. - An organization designed to be focused on D&B and flexible to meet the addition of further services and geographies. B) IBM STAFF AND FACILITIES Staffing and facilities for the OTC Services are described in separate US and Europe OTC sections below. C) TOOLS, PROCESSES, AND METHODOLOGIES This Section Describes the tools, processes, and methodologies IBM will use to perform the Services. (i) PROPRIETARY TECHNOLOGIES IBM/Equitant's technology architecture is uniquely suited to accelerate value delivery through the Order-to-Cash(TM) (O2C(TM)) process. Equitant proprietary systems and software applications are designed to help deliver key business outcomes to clients, such as increased cash flow and stronger customer relationships. Used by the largest software and technology companies in the world, applications and systems such as AR Collect(TM), OpenPay(TM), and others represent best-in-class solutions to improve O2C(TM) workflow, communications, and data integration. As a result, IBM and Equitant clients can more effectively resolve their customers' billing disputes, accelerate payment and provide critical intelligence on customers and financial performance. Key Features of Equitant's Proprietary Technology Include: - SEAMLESS INTEGRATION: Equitant's entire solution and O2C(TM) data will operate seamlessly inside the D&B organization, from the back office and beyond. Equitant technology will interface with D&B's ERP packages and in-house financial applications, enabling a greater return on these investments as well. - CLIENT-SPECIFIC MODULES: Equitant and IBM will work closely with D&B to tailor applications to suit specific D&B business needs and requirements. For example, using advanced communications tools and extranet technology, Equitant will download and store D&B's own AR (Accounts Receivable) data on a daily basis to improve AR operations. - ROOT CAUSE ANALYSIS: D&B users will be able to more easily discern cause and effect in customer issues at multiple levels (account, geography, sales executive, line of business, etc.) by deploying Equitant's specialized electronic dispute resolution technology. - WEB-BASED REPORTING TOOLS: Structured, web-enabled reporting tailored to D&B's requirements will provide valuable information and operational analysis of the O2C(TM) process for improving organizational and process effectiveness. D&B / IBM Confidential 26 (ii) EQUITANT'S ORDER-TO-CASH TECHNOLOGIES: Based on IBM's analysis and findings in due diligence, IBM has identified the following technologies that it will implement as part of its D&B solution: (a) AR COLLECT(TM) AR Collect(TM) is Equitant's flagship, proprietary collections and dispute management application, offering a multi-client, multi-currency, multi-user and multi-lingual Order-to-Cash management solution. Microsoft has adopted AR Collect(TM) as its global standard to enable more effective collection and dispute management practices. (b) COLLABORATIVE DISPUTE RESOLUTION(TM) (CDR(TM)) CDR(TM) is Equitant's web-based solution that enables knowledge sharing of dispute management issues across the customer and financial supply chain in order to accelerate resolution and payment. CDR(TM) was developed to speed up the resolution of disputes by harnessing the resource of the client stakeholder through a collaborative process. This collaborative process provides them with the most pertinent information and leads them through a series of simple steps on a web site to quickly resolve the dispute. (c) EXECUTIVE DASHBOARD(TM) The Executive Dashboard(TM) is a leading-edge, online reporting tool that enables senior management and O2C(TM) stakeholders to quickly and easily monitor the performance of the AR process against key business outcomes such as working capital requirements, cost and customer satisfaction. The Executive Dashboard(TM) features real-time, web-based, secure reporting. In addition to providing direct linkage between D&B's business outcomes and operational requirement (and Management-level business intelligence), the Executive Dashboard(TM) can be used to continuously monitor Service Levels. (d) ECAS ECAS is part of the AR Collect(TM) family of tools designed to bring better visibility and effectiveness to the cash application process. Using workflow techniques it captures exceptions from the automated application process and presents them to the Cash applicator according to a predefined strategy. The cash applicator is able to tag short paid transactions with the appropriate dispute code supplied by the customer on their remittance here it is available or route them to the appropriate Cash collector so that customer contact can be made. Unapplied transactions are captured in a similar manner and together with the information stored in AR Collect(TM) (parent identities etc) can be used to facilitate reconciliation. This technology will be deployed as part of IBM's US solution. (e) AMCAT Amcat is a leading third party predicative dialer system that will be integrated into AR Collect(TM) to deliver the functionality appropriate in the management of high volume low value customer base. (f) OPENPAY(TM) (TO BE EVALUATED) In addition to the above technologies, IBM also proposes that the Equitant tool of OpenPay(TM) be analyzed for the D&B solution. IBM feels that it is a solution that would provide additional benefit for D&B / IBM Confidential 27 D&B and would further leverage your technology model. OpenPay is not included in IBM's existing solution and is not required for IBM to provide any of the Services, to meet the Service Levels, or to achieve any of the benefits described in this solution document. OpenPay(TM) web enables the order management process, allowing companies to accept and process online sales transactions. OpenPay(TM) enables the full range of O2C(TM) processes to be completed online, such as order entry, shopping card capability, credit assessment, billing and collections, multiple payment methods, credit card authorization, fraud detection, cash application, bank management / payment settlement, and financial performance reporting. (iii) INTERACTION WITH D&B SYSTEMS. The proposed Equitant toolset is self-contained and will require minimal IT support from D&B. The primary D&B infrastructure will remain in place, and the Equitant toolset will sit on-top, hosted at an IBM facility. As a result, the IBM solution will wrap-around the existing infrastructure to create an integrated OTC technical platform. IBM/Equitant shall formulate the necessary system interfaces, working with D&B for effective implementation. To populate the AR Collect(TM) database, Equitant will need a file extracts from the accounts receivable systems on a nightly basis. The file typically represents open items as of close of business for that day. Additional data files may be needed from D&B Order Entry systems to meet special reporting requirements (e.g., Revenue recognition by product, etc.). Assuming that systems support for the various Order-to-Cash systems is outsourced, IBM/Equitant will build the required file extracts. D) OTC INFRASTRUCTURE This section, together with Attachment A-6-5 (Technology Solution), describes the infrastructure IBM will use to perform the OTC Services. The AR Collect(TM) system runs on a client-server platform. AR Collect(TM) has been designed and built on Microsoft Back Office utilizing SQL Server, Windows 2000, Internet Information Services (IIS), Exchange and Office. It also uses Crystal Reports and Acrobat Reader. Below is a summary of how AR Collect(TM) interfaces with the other components within the overall architecture. AR Collect(TM) Visual Basic User Interface AR Collect(TM) uses Visual Basic version 6.0 as its development platform for the user interface. The user connects to the database via a login screen, using either a SQL login or NT trusted connection. The connection link is done through ODBC. There is no requirement to install SQL Server client utilities on the user's PC. - AR COLLECT(TM) AND MICROSOFT SQL SERVER The AR Collect(TM) data is housed within a Microsoft SQL Server 2000 environment. AR Collect(TM) utilizes native SQL Server 2000 functionality, including Backup, Data Transformation Services, SQL Server Agent and Security. The AR Collect(TM) Database can support SQL Server Sort Orders of 42 and 52. - AR COLLECT(TM) AND EXCHANGE SERVER AR Collect(TM) creates automated responses to customers through e-mail and fax. A Poller application polls the database and connects to the Exchange server to send communications to customers. - CRYSTAL REPORTS AND ACROBAT READER The AR Collect(TM) application creates reports using Crystal Reports. A copy of each report is stored on a network folder accessible to AR D&B / IBM Confidential 28 Collect(TM) users. Upon compilation these reports are created in Acrobat Reader friendly format so that they can be distributed freely. (i) THE AR COLLECT(TM) WEB APPLICATIONS BUSINESS OBJECT FRAMEWORK This model is best explained by examining its individual logical layers: Infrastructure Objects Infrastructure Objects provide access to the resources that an application will use. In Equitant's case this requires actively managing one resource - the connection to the AR Collect(TM) database. One way of ensuring the presentation layer code (Equitant ASP pages) is not allowed to circumvent the AR Collect(TM) business rules is to never allow the ASP code direct access to any of the infrastructure objects. IBM will do this by creating an object that is only accessible to objects in the model. In other words the object is private to the model as a whole and the ASP code will not be able to directly access or call methods on it. (ii) SERVICE OBJECTS Service objects provide access to application services. An example of an AR Collect(TM) service object would be the customer object of the A/R customer DLL. This object can carry out operations like adding, deleting or loading a customer record. It is through these service objects that the presentation layer code can get to the business rules. A further element to Equitant's model is the AR Collect(TM) wrapper object. This provides an interface to all the objects in the existing AR Collect(TM) object model. In addition, IBM will deploy a leading edge predictive dialing solution (i.e., AmCat) to address this area. By utilizing the open architecture offered by these applications, IBM will provide a tight integration with AR Collect(tm). AR Collect(TM) can provide the predictive dialer software with the contact details, and a TAPI call can be made to AR Collect(TM) to open the customer account with all associated transactions upon event triggers such as call answer directly from the dialer software suite. Since ARCollect(TM) and these applications both run on top of an open database architecture, data can be transferred seamlessly between applications e.g., an activity can be automatically created in ARCollect(TM) for each successful call made. (iii) DATA OBJECTS Data objects define a single instance of some entity in the model. This almost always refers to a row in the database. In the AR Collect(TM) object model, for example, there is an object to describe a single activity or customer. The advantage of this approach is that it allows for the addition of a great degree of detail to the data objects, while allowing for easy manipulation of the objects in the presentation layer (on ASP pages). E) OTC REPORTS This Section, together with the reports described in Exhibit F-3 (Reports) and elsewhere in the Agreement, describes the OTC reports IBM will provide D&B: IBM's proposal is to provide all invoice-to-cash reports electronically via Equitant's Executive Dashboard(TM). All other reports i.e. order to invoice, will be provided through the most appropriate means (to be confirmed during Transition). The scope of reports available will be global, with the D&B / IBM Confidential 29 ability to roll up numbers by any business attribute as long as the information is available in the data provided to IBM. As business needs change, IBM will work with D&B to customize reporting and/or distribution. The Executive Dashboard(TM) provides D&B with an opportunity to expand the current reporting capabilities, and enables analysis of various attributes via the web. For example, a drill-down of aging and DSO information could be performed to determine relative performance levels and gain further insights. The following list is indicative of the standard information available: - Aging - percent and/or amounts current, past due, 1-30, 31-60, etc. - Days Sales Outstanding - current and past due DSO - Process Discrepancies - time to identify disputes, time to resolve disputes, reasons for disputes, how disputes were resolved (e.g., paid, written off, etc.) - Cash Application - amount of unapplied cash, time to apply cash, percentage of manual cash application, percentage of payments received directly by bank vs. office - Collections - amount of cash collected during the period, cash forecasts for future periods - Policies or Processes - compliance with corporate policies (e.g., adequacy of allowance account vs. policy guidelines). - Number of orders processed - Non-compliant orders - Error rates for sales orders D&B / IBM Confidential 30 IBM SOLUTION DOCUMENT: FINANCE PROCESSING - US COLLECTIONS AND CASH APPLICATIONS D&B / IBM Confidential 31 A) SOLUTION OVERVIEW Utilizing its significant and leading role as a premier provider of F&A outsourcing, IBM is pleased to offer D&B its business process solution for outsourcing D&B's US Collections and Cash Apps processes. IBM and Equitant, utilizing extensive presence and experience with client order-to-cash processes, have aligned to provide D&B with a proven solution based on core competencies gained from similar relationships with numerous clients. (i) CURRENT D&B ENVIRONMENT Assessing the order-to-cash (OTC) processes that are in scope for the US, there are six main areas of focus : Billing, Accounts Receivable, Locations, Processes, Management Reporting, and Working Capital Performance. Based on these areas and IBM's work in due diligence, IBM's understanding of the current Order to Cash landscape at D&B in US can be described as follows: - BILLING: There are three key billing systems B.O.L.T, O.A.S.I.S and B.R.S. each representing a product and business segment. Customers are billed separately from each of the systems depending on the product or service they are purchasing and can potentially be billed from all three systems. As a consequence a number of issues are experienced in the down stream systems and processes. These include maintenance of customer master files, monitoring the overall risk exposure for each customer across the three systems, enforcement of order management controls such as "hold" and stop, difficulties in matching receipts against receivables (prevalent when a customer sends a payment covering a range of invoices across the billing systems) and the reconciliation to the G/L. It is noted that much time is expended by the AR department in re-working invoices into a manner demanded by the customer due to either the inflexibility of the primary billing system or unreasonable data requests from the customer. The deployment of Oracle 11i AR module in the Spring of 2005 and will resolve a number of these issues. - ACCOUNTS RECEIVABLE: Interfaces are in place with the billing systems and header level data is exchanged with AR Millennium, the US Sales ledger. - PORTFOLIO CHARACTERISTICS: The portfolio is segmented into two key classifications, Global/Major customers or core and non-core. The Global/Major classification represents some 5% of total customers but 55% of revenue generated. As a consequence the portfolio has an unusually high proportion of low value transactions. Transactions less than $500 represent 65% of all past due transactions but only 6% of the outstanding $ receivables. DSO currently averages approx 69 days. - CASH APPLICATION: Data from the banking system is matched to data from AR/M. Due to the fact that there is more than one billing engine this must be preprocessed where the micro-number is located in the correct system and the cash can be applied to the correct customer and transactions. This process is highly effective with an 85% match rate. The remaining cash (Payments made over more than one billing system, Keying errors etc) are treated as exceptions. This requires the visual inspection of the manual checks and remittances. These are provided daily in hard copy by the bank. Part-paid transactions must be manual tagged with a dispute code and a text field completed. This serves as the prompt mechanism for the dispute management process. At present there is no workflow technologies used to facilitate this process. Cancellations (credit notes) are generated by the department after appropriate authorization directly into the original billing system; codes are used to denote reasons. The department is D&B / IBM Confidential 32 also responsible for the manual execution of credit card transactions and monitoring subsequent credit card charge backs. This process is highly manual and represents the most time demanding task after the tracing and manual application of cash. - CASH COLLECTION: The cash collection team is divided into two groups. One that administers the Global/Major customer accounts and the rest of the portfolio by another. This structure is to cater for the higher relationship requirements of the Global accounts required by both the D&B Account management team and the customer. Collection activity for any given account is according to risk profile which has been mapped out in the form of a collection matrix. Global accounts are driven from basic prompt or event codes contained in AR/M which indicate what action needs to take place at any given time. In addition to this a predictive dialer system is used for low value accounts. The data for this application is extracted from AR/M after the required filtering has taken place. This is then imported by the dialer application. The absence of line item detail in AR/M is a handicap that requires the operative to review information in the appropriate billing system. Efficiency is hampered by customer demands to fulfill ad-hoc demands for information supporting billing, re-working invoices and satisfying customer requirements to use there procurement portals. It is believed that additional capability in EDI, XML, EBPP and customer portals is required to alleviate some of these issues. - DISPUTE MANAGEMENT: The collection team is supported by a separately managed team who investigate deductions, liaise with internal stakeholders and execute routine administration work. - LOCATIONS: Currently all invoice to cash (I2C) is conducted from D&B's facility in Bethlehem, PA. - PROCESSES: All processes lack support of integrated tools and are manual in nature. This makes them difficult to monitor. Due to the absence of such tools information flow is labor intensive and hampers the ability to escalate issues and flow information throughout the organization. All these initiatives must be launched and tracked manually. The number of entry points for orders to enter the three billing systems means that there are inconsistencies and various standards in order input and quality. - MANAGEMENT REPORTING: Management and operational reporting is driven by the codes and text values entered into the AR system. Reports are manually created in static format and rely on a distribution system. While this gives some degree of visibility it lacks the type of granularity and history necessary to monitor the processes and defects within the overall order to cash system. It is therefore of limited value in root cause analysis, SOX compliance and any consequential quality programs such as Six Sigma. End of month close procedures usually take seven days starting two days prior to fiscal month end. - WORKING CAPITAL PERFORMANCE: In the United States, D&B had an average Days Sales Outstanding (DSO) of 69 days last year, with a best possible DSO of 47. A project of this type has many challenges and unique requirements. Based on these challenges and IBM's findings in due diligence, IBM has developed a solution to address these challenges and unique requirements. Specifically, IBM will act as an integrator that understands how to: - Consider the portfolio segments and be able to management them separately. Specifically the management and approach to the Global/Major Accounts must recognise their strategic importance. D&B / IBM Confidential 33 - Demonstrate linkage with CS organisation. - Demonstrate Credit Card Processing Capability - Reduce cost - Reduce Days Sales Outstanding (DSO) - Demonstrate a capability and understanding for process refinement and re-engineering. - Demonstrate a flexibility and creative disposition in finding solutions to problems in a cost effective manner. CURRENT STATE PROCESS -- INVOICE-TO-CASH (US) [FLOW CHART] (ii) IBM SOLUTION AND OPERATIONAL APPROACH The assumption is made that Transition activity will commence at the point of the deployment and commissioning of Oracle 11i AR. Equitant has experience in building interfaces with Oracle 11i and do not anticipate any issues to arise that adversely affect the delivery of Services. The Order-to-Cash process in the US has a number of legacy systems that will serve as the building blocks for an interim solution. Within a two to four year period, IBM has assumed that D&B US will operate Oracle 11i after successful implementation and migration in the United States. D&B / IBM Confidential 34 CURRENT STEP 1 - INTERIM STATE STEP 2 - FUTURE STATE ENVIRONMENT SOLUTION SOLUTION 60 - 90 Days 22 Months Oracle 11i TIMEFRAME Today Implementation implementation LOCATIONS Bethlehem, PA, North One location: One location: America Bangalore India Bangalore India SYSTEMS: Billing B.O.L.T-O.A.SIS.BRS B.O.L.T-O.A.SIS.BRS Oracle 11i (22 months) A/R Oracle 11i Oracle 11i Remittance ECAS(TM) ECAS(TM) Collections AR Collect(TM) AR Collect(TM) Disputes CDR(TM) CDR(TM) Reporting Executive Dashboard(TM) Executive Dashboard(TM) IBM will leverage Equitant purpose built tools and best practice capabilities. This will release immediate value for D&B in Northern America and can be deployed within 60 days. (a) GLOBAL DELIVERY CENTER Together with Equitant, IBM has successfully established low cost delivery centers in a number of countries around the globe. After visiting IBM's Bangalore site and based upon direct guidance from D&B, IBM proposes one delivery location for the Order-to-cash process in the US: Bangalore India. IBM's combined delivery approach provides D&B with immediate cost savings by leveraging labor arbitrage and productivity improvements via quick wins from its extensive experience and process redesign capabilities in the Order-to-Cash space. IBM will utilize its Bangalore facility also to provide service and support to D&B's global major accounts. (b) O2C PROCESS DESCRIPTION - US This section describes the process IBM will follow when performing OTC Services in the US. All process steps will be performed by IBM except where expressly stated otherwise (e.g., Order Entry in process step #1). D&B / IBM Confidential 35 ORDER ENTRY - D&B RETAINED ACTIVITY: 1. Customer orders will be processed using the current order management systems until the billing systems are consolidated into one billing engine. PREPARE AND PRIORITIZE WORK: A data extraction of all open transactions will be taken nightly from Oracle AR. IBM will expand the data specification for AR Collect(TM) to include all relevant data elements identified during Transition. This will include line item detail from the three order management systems to facilitate the collection and deduction management processes. IBM will expand the data specification for AR Collect(TM) to include all relevant data elements identified during Transition. Specifically IBM will utilize the following D&B specific data elements:- a. DUNS # - Unique number applied to all businesses that will enable identification of corporate hierarchies. b. Financial Stress Score - Measures the probability of a customer going bankrupt within the next 12 months. c. Commercial Credit Score - Measure of the customer's propensity to pay to terms. By utilizing the Duns number and the tools capability to establish parent/child relationships, the D&B organization will be in a position to monitor its risk exposure to any particular customer, and to greatly add value in the management of the "Global" or core customer accounts. 2. Using pre-agreed treatment schedules, customer accounts and their associated transactions can be routed through the workflow engines most appropriate to the customer segment. In this manner the resources can be applied effectively. The portfolio can be segmented into Global and non-core customers and still further by other classifications such as risk, commercial credit score and trading experience. Segments that require higher skill sets and a more intense relationship experience can be distinguished from those that will be processed via automatic email demand programs. The existing corporate "collection matrix" can be programmed into the tool to ensure that it is honored and monitored as to its effectiveness. PREDICTIVE DIALER 3. As stated earlier in this document there are a large number of Non-core customers with a high volume of low value transactions. IBM will deploy a leading edge predictive dialing solution (AmCat) to address this area. By utilizing the open architecture offered by these applications, IBM will provide a tight integration with AR Collect(TM). AR Collect(TM) will provide the predictive dialer software with the contact details, and call scheduling information. A TAPI interface will be constructed into an IBM or Equitant telephone switch so the customer dialing will be seamless and automatic. Once a successful connection has been made AR Collect(TM) will open the customer account with all associated transactions. Since AR Collect(TM) and these applications both run on top of an open database architecture, data can be D&B / IBM Confidential 36 transferred seamlessly between applications e.g., an activity can be automatically created in AR Collect(TM) for each successful call made. This will facilitate centralized reporting. By utilizing the global nature of IBM's solution (there will be one instance of AR Collect(TM) - globally deployed) this technology will be made available to IBM's center in Krakow and personnel required to maintain the current strategy on the US accounts. IBM will duplicate the existing credit card processing methodology used by D&B today. During Transition, a functional specification will be drafted and agreed that will facilitate point of presence credit card processing for the cash collection team. This facility will be for the payment of transactions post sale i.e., where they have been posted to the AR. The specification will include the automated management of charge backs. CASH APPLICATION: 4. All checks and remittances received from the bank will be scanned and stored with an appropriate index by IBM. This will achieve two purposes: (1) facilitate the relocation of this work to lower cost centers, (2) Create efficiencies in the dispute management and manual allocation processes by providing on-line visibility of documents to relevant personnel. 5. Using AR Collect(TM) it will be possible to isolate the transactions that did not successfully pass through the automated cash application process. Routing the Unapplied (UA) Dummy Account (no customer found) and part-paid transactions from the AR data exchange into a dedicated workflow visible to the cash application team would facilitate better prioritization and visibility to the exceptions of the automated process. Once identified the team will be in a position to research the scanned customer remittances, apply the cash where appropriate onto the AR or add a status code to the transaction(s) directly into AR Collect(TM) so it can be routed appropriately. This will ensure that structure exists in exception management and that focus and emphasis is placed according to a strategy defined by management. CONTACT CUSTOMERS: 6. The customer is contacted and asked to pay all overdue transactions. In some instances (especially for transactions with high dollar values) an approach 15 days prior to the due date is made to identify any problems in advance. The frequency of customer contacts is customized by customer group and performance attributes to achieve the desired results as contractually committed (e.g., percentage of past dues). 7. If the customer states that it intends to discharge payment for certain transactions, an appropriate status code is tagged to the transactions in question together with a follow up date and a payment date. These commitments are monitored daily and the customer is contacted again if its commitment is not followed through. RESEARCH ISSUES: 8. If the customer states that it has an issue regarding one or more transactions, the appropriate dispute code is tagged to the transaction and the questions pertinent to that issue type asked are recorded. Where a copy invoice has been requested, the IBM team will implement and use a solution for invoice distribution that will have the same capabilities of D&B / IBM Confidential 37 the processes today. Invoices will be printed from the IBM centers of Tulsa and/or Krakow to enable dispatching locally. In addition, invoices will be printed in Bangalore and faxed directly to the customer. The invoices will be sent via post and/or faxed and be sent the customer. 9. Once an issue has been recorded it is automatically routed to an assigned support person who will validate the issue where possible and take the appropriate steps to remedy the issue. If it is determined that assistance is needed from the client organization the application will suggest the appropriate stakeholder to route the issue to. This can be accepted by the support person, in which case an automatic email is generated to that individual. If overridden, the support person is free to choose an alternative stakeholder to assign the dispute to. 10. The stakeholder will then receive an email automatically generated by AR Collect(TM). In the subject field will be the customer name and account number together with the value of the issue disputed. Contained in the body of the mail is pertinent information relevant to the stakeholder such as PO and SO #. Attached will be a PDF file that will contain the entire history of the issue including the number of touches to date and by whom. 11. The stakeholder will be requested to click a hyperlink that is contained within the email. This will take them to Equitant's web based CDR(TM) application. 12. Through the CDR(TM) interface the stakeholder will be presented with a summary of all outstanding issues (including such information as customer details, invoice details, $ values ties up in the dispute etc.). 13. By drilling into a particular dispute the stakeholder will be offered a list of all the transactions involved in the dispute as well as the complete history of the case. 14. The stakeholder is requested to participate in the resolution of the dispute by answering all questions presented to them, as well as providing any ancillary information, which may assist in the solving the dispute. 15. All information captured by the stakeholder is immediately visible to the Cash Collection and Dispute Coordination teams. 16. If the stakeholder does not respond then the option exists to send reminders and if necessary escalate the issue up through the client management structure. The escalation process is standardized through an "escalation matrix" which sets the amount of time allowed before bumping to the next level, as well as tracking of the organization structure for routing purposes. INBOUND ISSUES: 17. It is understood that the customer service department plays a role in the distribution of in- bound receivables issues. It is envisaged that access to AR Collect(TM) will enable them to log the issue directly into the application and thus automatically route it to a support person. Where the department is involved in the resolution of issues it is envisaged that the CDR(TM) D&B / IBM Confidential 38 application will be used as outlined above. This process will ensure that all issues reported by a customer are recorded in one application with the appropriate workflow attached. RESOLVE ISSUES: 18. If the issue has been satisfactorily resolved then either the appropriate credit note is raised or the issue is released from its dispute status and becomes available to the Cash Collector for collection once again. 19. Equitant's Executive Dashboard(TM) will be utilized to provide D&B with best in class metrics as to the performance of every aspect of the customer AR portfolio. As long as the data is available to support the metric, there is complete flexibility for D&B to define all desired metrics and view them on a daily basis via the web-based Executive Dashboard(TM). This significant tool will be globally leveraged to give D&B the benefits of a single point of access to a global view of it's AR on a consistent and timely basis. (c) CUSTOMER INFORMATION & SUPPORT CUSTOMER WEB PORTAL - A customer web portal will be developed containing, but not restricted to, the following functionality. A final functional specification will be produced after a consultation process has been conducted that will involve appropriate representatives from D&B and IBM /Equitant. This process will commence not later that 6 months from the completion date of the Transition period. This solution is not included in the current price and will be undertaken as a separate initiative. 1. Customer capability to view & print outstanding transactions on their account. 2. Customer ability to tag issues and payment commitments on -line to specific transactions. 3. Customer ability to view and print details of product usage statements. 4. Customer ability to make credit card payments on-line. (d) AP / AR NETTING IBM will continue the existing practice of matching Duns# from the AR where a customer has an existing liability to D&B to any outstanding liability D&B may have to that customer on their AP ledger and netting one against the other. CALCULATED DATA -Certain calculation will be made on the supplied data including, but not limited, to the following: - Customer Sales YTD - 12mths Payment average - Prior years sales - Month to Date D&B / IBM Confidential 39 Other data elements that are considered vital to successful operations will be identified during the Transition period and the data specifications amended accordingly. The diagram below depicts a high-level technology process flow. This flow shows that the Order-to-Invoice processes are out of scope for the US and the process just focuses on the in-scope Invoice-to-cash process. FUTURE STATE PROCESSES -- US 12C [FLOW CHART] Additionally, the diagram below depicts a standard, high-level process flow. This process flow shows in greater detail the process steps associated with the invoice-to-cash process. D&B / IBM Confidential 40 FUTURE STATE PROCESSES - 12C US [FLOW CHART] D&B / IBM Confidential 41 B) IBM STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS IBM's delivery approach provides D&B with immediate cost savings by leveraging labor arbitrage and productivity improvements via quick wins from our extensive experience and process redesign capabilities in the Order-to-Cash space. Over time, additional work will be absorbed by Bangalore, India as processes are standardized and improved. [MAP] Business Consulting Services US OTC GEOGRAPHICAL PLACEMENT - CURRENT VS FUTURE STATE D&B / IBM Confidential 42 (ii) STAFFING PLAN IBM's staffing plan reflects the need to balance cost savings with Service Level delivery. The staffing matrix below illustrates the staffing migration by location and function. US OTC ------------------------------------------------------------ YR. 1 YR. 2 YR. 3 YR. 4 YR. 5 YR. 6 YR. 7 ------------------------------------------------------------ D&B Baseline FTE's 37 37 37 37 37 37 37 Future FTE's 33 32 31 29 27 26 26 - Tulsa (English) 0 - - - - - - - Bangalore (English) 28 27 27 25 23 22 22 - Krakow (Non-English) - - - - - - - - Equitant (Total) 5 5 4 4 4 4 4 % REDUCTION IN FTE'S 11% 14% 16% 22% 27% 30% 30% FTE's in Low Cost Countries 28 27 27 25 23 22 22 - Bangalore (English) 28 27 27 25 23 22 22 - Krakow (Non-English) - - - - - - - - Equitant (Total) 5 5 4 4 4 4 4 % FUTURE FTE'S IN LOW COST COUNTRIES 85% 84% 87% 86% 85% 85% 85% C) TOOLS, PROCESSES, AND METHODOLOGIES Tools, processes, and methodologies to be used to provide US OTC Services are described above in the Global OTC Section. D&B / IBM Confidential 43 IBM SOLUTION DOCUMENT: FINANCE PROCESSING - EUROPE OTC D&B / IBM Confidential 44 A) SOLUTION OVERVIEW - EUROPE OTC (i) OVERALL APPROACH AND SOLUTION Utilizing its significant and leading role as a premier provider of F&A outsourcing, IBM is pleased to offer D&B its business process solution for outsourcing D&B's European Order-to-Cash processes. IBM and Equitant, utilizing their extensive presence and experience with client order-to-cash processes, have aligned to provide D&B with a proven solution based on core competencies gained from similar relationships with numerous clients. This section will document IBM's understanding of D&B's current environment and IBM's solution description. (a) CURRENT D&B ENVIRONMENT Assessing an order-to-cash (OTC) process can be broken down into six main areas of focus: Order Entry, Accounts Receivable, Locations, Processes, Management Reporting, and Working Capital Performance. Based on these areas and work in due diligence, IBM's understanding of the current Order to Cash landscape at D&B in Europe can be described as follows: - ORDER ENTRY: During IBM's due diligence efforts, D&B has shared that there are complicated revenue recognition requirements based on product usage, revenue splitting by product, and other conditions. Additionally, exceptions have been noted where the sales team is unable to obtain accurate and/or complete information, requiring rework for the Commercial Finance billing team and/or the sales team, as well as potential delays in billing and downstream cash flow. There is very little flexibility within the SOP system to alter the order details. - ACCOUNTS RECEIVABLE: There are four different A/R systems in Europe, with each receiving data feeds from the SOP system. The main dispute categories appear to be: - P.O. Missing - Incorrect Billing Name and/or address - Quality Issues (Product customer received was not what the ordered) - Customer claims products that appeared on the usage statement were never ordered - Pricing and/or unit discrepancies Cash application must be performed separately on each system, and collection efforts are dependent on information from each system. In Europe, a high percentage of payments are normally electronic, thus requiring special remittance files directly from customers rather than via a lockbox network as is common in the United States. - LOCATIONS: The majority of the current 34 personnel supporting Europe's Order-to-Cash processing are in the United Kingdom (18.5) and Italy (12.6), with several part-time employees in the Netherlands/ Belgium (2.9). Major language requirements are English, Italian, Dutch, French, German and Flemish. Local regulatory and fiscal requirements will impact local responsibilities. - PROCESSES: Variations in processes exist between the four primary physical locations, as well as along the lines of customer groups, products, pricing and delivery methods. IBM anticipates a high percentage of receivable dollars and related credit risk are in the Global Major and also Key Accounts. Exception processing may exist to handle a wide variety of requirements e.g., revenue recognition requirements. Where SOP does not support these D&B / IBM Confidential 45 requirements in an automated manner, there may be a negative impact on processing costs. - MANAGEMENT REPORTING: It appears there is not a systematic solution to automate the consolidation and generation of management reports. With multiple A/R systems, D&B has difficulty consolidating their management reporting, and integrate order entry / sales data with A/R information. Additionally, reason codes are likely assigned to various disputes in the A/R systems, but translation of this information into root cause analysis activities may not be supportable in the current infrastructure. - WORKING CAPITAL PERFORMANCE: In the United States, D&B had an average Days Sales Outstanding (DSO) of 69 days (12 month rolling average), with a best possible DSO of 47. Considering that Europe performance is historically weaker than the United States for many U.S-based companies, it would suggest that an even greater opportunity of 23+ days past due DSO's is available in Europe. This is backed up by European DSO statistics for D&B in the UK reporting a DSO at 100/110 days and Italy at approximately 140 days. Equitant's client track record for improving past due DSO in Europe typically ranges from 50-95 percent. [FLOW CHART] D&B / IBM Confidential 46 A project of this type has many challenges and unique requirements. Based on these challenges and IBM findings in due diligence, IBM has developed a solution under which it will serve as an integrator that understands how to: - Reduce operating cost - Release working capital tied up in accounts receivable - Improve resource utilization and deployment - Ensure adequate security and process controls consistent with Sarbanes Oxley requirements and enabling exception-free SAS 70 certification - Implement best-in-class business processes and technologies - Focus on Quality and Customer satisfaction (b) PROPOSED SOLUTION AND OPERATIONAL APPROACH The Order-to-Cash process in Europe has a small number of systems that will serve as the building blocks for an interim solution. Within a two to four year period, if a favorable business case exists, IBM would like to see D&B implement Oracle 11i following a successful implementation in the United States; however, IBM's solution is not dependent on this implementation and IBM will continue to provide the Services for the Charges specified in the Agreement if D&B does not implement Oracle 11i. In line with this thinking, IBM suggests a two-step transformation approach for D&B's Order-to-Cash process in Europe based on the proposed migration from the multiple systems used currently to Oracle 11i in the future, with delivery locations in Poland and India. Step 1 details the proposed solution IBM plans to implement when Service transfers to IBM. CURRENT ENVIRONMENT STEP 1 - INTERIM STATE SOLUTION STEP 2 - FUTURE STATE SOLUTION TIMEFRAME Today 90 Day Implementation & 2-4 Years contingent on Oracle Transformation (starting 1/1/05 11i implementation LOCATIONS Four + locations: UK Two locations: Krakow, Poland Two locations: Krakow, Poland (including Ireland), Italy, and Bangalore, India and Bangalore India Netherlands, Belgium SYSTEMS: Billing SOP SOP Oracle 11i D&B / IBM Confidential 47 A/R Oracle, NaVision, Sun, Sun Oracle, NaVision, Sun, Sun Oracle 11i Remittance ECAS(TM) ECAS(TM) Collections AR Collect(TM) AR Collect(TM) Disputes CDR(TM) CDR(TM) Reporting Executive Dashboard(TM) Executive Dashboard(TM) PROCESS TRANSFORMATION CONSULTING PROGRAM IBM's solution includes purpose built tools and best practice capabilities that can release immediate value for D&B in Europe, can be deployed within 90 days, and are flexible enough to work with both the interim and long-term solutions and related systems. At the same time, IBM has included in its costs for this area, the necessary funds to cover a short and sharply-focused consulting review of the processes around the use and entry into the existing SOP system across the European markets. In IBM's opinion and experience, much can be gained from instituting a significantly more standardized and robust processing environment around SOP that eliminates or significantly reduces the variability and manual intervention that is currently prevalent across the current operating environment. IBM understands the importance that D&B places on controls and policies/procedures. As part of this consulting program, IBM will address D&B controls and quality requirements that are vital to the OTC process. These requirements include but are not limited to: - Maintenance of system standing data - Sales order verification - Revenue recognition requirements - Communication and Language Capabilities - Document Management - Compliance with signing and authority - Overusage management - Duns Numbering and new account creation - Special contract pricing Local market compliance issues Utilizing IBM Business Consulting Services (BCS) consultants, this process consulting work will deliver documented rules and procedures, a delivery medium for training and continued refreshment and access by all interested parties. IBM believes this to be a practical, expeditious and economic solution to a process area that contains numerous improvement opportunities. However, due to the limited size and resources in this area, it is not IBM's opinion that a fundamental technology re-design of the order-taking process is justified in the short-term. As a result, IBM will focus on process and organizational changes that both IBM and D&B will benefit from. D&B / IBM Confidential 48 GLOBAL DELIVERY CENTERS Together with Equitant, IBM has successfully established low cost delivery centers in a number of countries around the globe. Based on IBM's assessment of D&B's requirements and IBM's extensive capabilities and track record in these centers, IBM proposes two delivery locations for the Order-to-cash process in Europe: (1) Bangalore India and (2) Krakow, Poland. IBM's delivery approach provides D&B with immediate cost savings by leveraging labor arbitrage and productivity improvements via quick wins from IBM's extensive experience and process redesign capabilities in the Order-to-Cash space. Over time, additional work will be absorbed by Bangalore, India as processes are standardized and improved and as D&B gain increasing comfort with the global model. Krakow, will be leveraged to support non-English requirements as well as strategic customer groups such as Global Major Accounts and Key Accounts. Bangalore, India will provide support where English is the primary language requirement; Manual cash application will also be processed in India. Where handoffs are required between locations, Equitant's workflow capabilities will be leveraged to route and manage the activities. O2C SOLUTION DESCRIPTION - EUROPE The following section explains IBM's order-to-cash (OTC) solution, broken down into six main areas of focus: Order Entry, Prepare and Prioritize work, Contact Customers, Research Issues, Resolve issues, and cash applications. Based on these areas and IBM's work in due diligence, IBM's proposed solution of the future Order to Cash landscape at D&B in Europe can be described as follows. All process steps will be performed by IBM except where expressly stated otherwise (e.g., scanning in Order Entry process step #1). ORDER ENTRY: 1. When a customer order is received it is typically in the format of a standard order form and has accompanying documentation, (i.e., business case data justifying pricing tariffs used). IBM's proposed solution, post-Transition, is that this documentation will be transferred electronically (i.e., scanning) by D&B staff in the major D&B offices - High Wycombe, Milan and Rotterdam and Brussels. IBM will deploy the necessary scanning hardware and software to enable this to happen. The scanning or other electronic solution of this documentation will enable IBM staff in the Krakow and Bangalore processing centers to gain access to the sales order details electronically. 2. Whilst the proposed scanning or other electronic solution will certainly assist in ensuring IBM can process orders in line with current practices, IBM and D&B are committed to exploring more efficient ways of capturing the order information and will explore options to do this during the consulting work being planned as part of the Transition work. One such option may be Equitant's OpenPay(TM) web-based ordering solution (which is currently not included in IBM's pricing structure and is not required for IBM to perform the Services or achieve the Service Levels). This can potentially provide a more efficient manner in which to offer D&B's Services to low end users and offer a credit card D&B / IBM Confidential 49 processing solution that can be used by the current receivables personnel. The solution can leverage advanced fraud screening (Bin, Luhn, Velocity, Address Verification, Verified by Visa, CVV2, Secured by Mastercard, Hot Lists, Negative Lists, Offline Fraud Screening workflows etc). The following diagram is a sample of an OpenPay process flow. As previously mentioned, this is one option which D&B and IBM may wish to consider during Transition. [FLOW CHART] 3. Using the scanned information, IBM's solution involves processing customer orders using D&B existing Sales Order Processing Systems (predominantly SOP in Europe). IBM propose to construct exception reports for the various revenue recognition requirements to allow splitting or allocation of revenue across products. 4. For low level accounts in the UK and Benelux, D&B has already made significant progress by enabling its call center agents to input orders directly into SOP. However, as previously stated, further improvement could be made by integrating PCSMART and SOP into one seamless application that would enable sales and call center staff to have additional self-service capabilities, if a viable business case exists for doing so. PREPARE AND PRIORITIZE WORK: 5. A data extraction of all open transactions will be taken nightly from the four European A/R systems. Certain data integrity and transformation actions occur before uploading into AR Collect(TM) platform. The data file can be expanded to include line item level invoice details to support revenue recognition requirements and a more integrated view of the Order-to-Cash process via the Executive Dashboard(TM). There should be no significant D&B / IBM Confidential 50 technology overhead in obtaining data from Oracle, Sun or Navision (additional systems still need to be identified) and uploading this to ARCollect(TM). As the tool has the capability to establish parent /child relationships an opportunity exists to use the DUNS number from D&B's own systems to create a link between customers that have originated from different billing systems. This will facilitate the organization in monitoring its risk exposure to any particular customer and would greatly add value in the management of the "Global" or core customer accounts. 6. Customers will be assigned to Cash collectors with the appropriate linguistic ability and skills set for the customer segment. 7. Using pre-agreed treatment schedules, customer accounts and their associated transactions can be routed through the workflow engines most appropriate to the customer segment. In this manner the resources can be applied effectively. The portfolio can be segmented into core gold service customer and non-core customers and still further by other classifications such as risk and trading experience. Segments that require higher skill sets and a more intense relationship experience can be distinguished from those that will be processed via automatic email demand programs. CONTACT CUSTOMERS: 8. The customer is contacted and asked to pay all overdue transactions. In some instances (especially for transactions with high dollar values) an approach prior to the due date is made to identify any problems in advance. The frequency of customer contacts is customized by customer group and performance attributes to achieve the desired results as contractually committed (e.g., percentage of past dues). 9. If the customer states that it intends to discharge payment for certain transactions, an appropriate status code is tagged to the transactions in question together with a follow up date and a payment date. These commitments are monitored daily and the customer is contacted again if its commitment is not followed through. RESEARCH ISSUES: 10. If the customer states that it has an issue regarding one or more transactions, the appropriate dispute code is tagged to the transaction and the questions pertinent to that issue type asked and recorded. 11. Once an issue has been recorded it is automatically routed to a dispute coordinator who will validate the issue where possible and take the appropriate steps to remedy the issue. If it is determined that assistance is needed from the client organization the application will suggest the appropriate stakeholder to route the issue to. This can be accepted by the Dispute Coordinator, in which case an automatic email is generated to that individual. If overridden the dispute coordinator is free to choose an alternative stakeholder to assign the dispute to. D&B / IBM Confidential 51 12. The stakeholder will then receive an email automatically generated by AR Collect(TM). In the subject field will be the customer name and account number together with the value of the issue disputed. Contained in the body of the mail is pertinent information relevant to the stakeholder such as PO and SO #. Attached will be a PDF file that will contain the entire history of the issue including the number of touches to date and by whom. 13. The stakeholder will be requested to click a hyperlink that is contained within the email. This will take them to Equitant's web based CDR(TM) application. 14. Through the CDR(TM) interface the stakeholder will be presented with a summary of all outstanding issues (including such information as customer details, invoice details, $ values ties up in the dispute etc.). 15. By drilling into a particular dispute the stakeholder will be offered a list of all the transactions involved in the dispute as well as the complete history of the case. 16. The stakeholder is requested to participate in the resolution of the dispute by answering all questions presented to them, as well as providing any ancillary information which may assist in the solving the dispute. 17. All information captured by the stakeholder is immediately visible to the Cash Collection and Dispute Coordination teams. 18. If the stakeholder does not respond then the option exists to send reminders and if necessary escalate the issue up through the client management structure. The escalation process is standardized through an "escalation matrix" which sets the amount of time allowed before bumping to the next level, as well as tracking of the organization structure for routing purposes. RESOLVE ISSUES: 19. If the issue has been satisfactorily resolved then either the appropriate credit note is raised after appropriate approval processes are followed or the issue is released from its dispute status and becomes available to the Cash Collector for collection once again. CASH APPLICATION: 20. The payment information from the bank is uploaded from the appropriate accounts. All remittances that are received will be made available to the IBM Facility in Bangalore and Krakow 21. Once a match has been identified the documents are then routed to the designated cash applicators "to do" list where they are able to prioritize their workload by value and/or date and examine the match. When the match has been accepted the cash applicator closes the transactions in the appropriate legacy AR system. The match is then archived but is always retrievable. D&B / IBM Confidential 52 22. Where a payment is received without a remittance or vice versa and remains without a counterpart beyond the allotted timeframe an escalation process is launched. This involves an appropriate status code being added to the transactions. The appropriate cash collector responsible for the customer account is determined from AR Collect(TM) and a notification email generated. This process is tracked and escalated as appropriate and in accordance with the agreed process. 23. Equitant's Executive Dashboard(TM) will be utilized to provide D&B with best in class metrics as to the performance of every aspect of the customer A/R portfolio. As long as the data is available to support the metric, there is complete flexibility for D&B to define all desired metrics and view them on a daily basis via the web-based Executive Dashboard(TM). This significant tool will be globally leveraged to give D&B the benefits of a single point of access to a global view of it's AR on a consistent and timely basis. The diagrams below depicts a high-level technology process flows that pictorially represents the process steps documented above for the interim and future state. This flow shows the complete Order-to-cash process, highlighting the technology changes that will occur over time. D&B / IBM Confidential 53 INTERIM STATE PROCESSES -- EUROPE O2C [FLOW CHART] D&B / IBM Confidential 54 FUTURE STATE PROCESSES -- EUROPE O2C [FLOW CHART] D&B / IBM Confidential 55 FUTURE STATE PROCESSES -- EUROPE I2C [FLOW CHART] D&B / IBM Confidential 56 B) SUPPLIER STAFF AND FACILITIES (i) SERVICE DELIVERY LOCATIONS IBM proposes a multi-facility operation utilizing low cost centers to service D&B's European Order to Cash Solution. IBM's proposed staffing solution offers significant cost savings on D&B's existing model, while delivering proven OTC performance though managed personnel at the recommended delivery centers. Based on IBM's assessment of D&B's requirements and its extensive capabilities and track record at these centers, IBM proposes two delivery locations for the European Order-to-Cash process: (1) Krakow, Poland, and (2) Bangalore, India. EUROPE OTC PLACEMENT -- CURRENT VS FUTURE STATE [MAP] (ii) STAFFING PLAN D&B / IBM Confidential 57 IBM's delivery approach provides D&B with immediate cost savings by leveraging labor arbitrage and productivity improvements via quick wins from IBM's extensive experience and process redesign capabilities in the Order-to-Cash space. Over time, additional work will be absorbed by Bangalore, India as processes are standardized and improved. The matrix below documents IBM's proposed headcount for years 1 - 7 and the breakdown per IBM facility. EUR OTC ------------------------------------------------------------ YR. 1 YR. 2 YR. 3 YR. 4 YR. 5 YR. 6 YR. 7 ------------------------------------------------------------ D&B Baseline FTE's 34 34 34 34 34 34 34 Future FTE's 34 33 30 30 29 29 27 - Tulsa (English) - - - - - - - - Bangalore (English) 16 16 16 16 16 16 15 - Krakow (Non-English) 16 15 13 13 12 12 11 - Equitant (Total) 2 2 1 1 1 1 1 % REDUCTION IN FTE'S 0% 3% 12% 12% 15% 15% 21% FTE's in Low Cost Countries 32 31 29 29 28 28 26 - Bangalore (English) 16 16 16 16 16 16 15 - Krakow (Non-English) 16 15 13 13 12 12 11 - Equitant (Total) 2 2 1 1 1 1 1 % FUTURE FTE'S IN LOW COST COUNTRIES 94% 94% 97% 97% 97% 97% 96% C) TOOLS, PROCESSES, AND METHODOLOGIES Tools, processes, and methodologies to be used to provide US OTC Services are described above in the Global OTC Section. D&B / IBM Confidential 58 IBM SOLUTION DOCUMENT: SARBANES OXLEY AND QUALITY & CONTROLS D&B / IBM Confidential 59 Since IBM is the leader in Finance and Accounting Outsourcing, it is critical for it to be the leader in internal controls as well. IBM believes its expertise in documenting processes, policies and procedures and IBM internal control tools will enhance D&B's ability to meet its requirements around Sarbanes-Oxley. IBM has an ongoing commitment to Six Sigma which is embedded in its Finance Processing Services. IBM will take a leadership role in the overall development and deployment of a quality program on behalf of D&B. In addition, IBM will drive the leadership in achieving the targeted results of the program. For D&B, IBM will initially focus on improving process performance levels for the critical Finance Processing processes as described in Exhibit B-6 (Mission Critical Service Failures) (including Order to Cash and Collections processes). Specific actions taken by IBM will include (a) identifying the processes and sub-processes that support the mission critical services and documenting the initial baseline process performance levels, (b) identifying key D&B resources to serve as champions for supporting the identification and prioritization of Six Sigma process improvement projects, (c) collaborating with those D&B process leaders to review initial assessments and agree on prioritized project approach, (d) developing a prioritized roadmap and timelines for end-to-end process quality improvements, and (e) executing the agreed upon quality improvement initiatives using IBM Six Sigma specialists and other process resources as required. Quality initiatives identified to drive performance toward the stated goal of 5.5 sigma performance objectives will be jointly prioritized with key D&B process leaders. This will include both those initiatives designed to address process improvements within the scope of the services provided, as well as initiatives designed to address processes within key D&B retained activities that will drive overall end-to-end process quality improvements. For processes which are positioned outside of the initial collaborative detailed commitment, target dates for achievement approaching 5.5 sigma goals and potential investments will be sized as part of the comprehensive quality improvement plan. IBM will develop the comprehensive quality improvement program in conjunction with D&B during the first six months following the commencement date of service delivery. IBM prides itself on having a strong Sarbanes-Oxley compliant control environment. The cornerstone of this environment is its Semi-Annual Control Assessment program, or SACA. SACA focuses on key processes related to a client's business, including solution design and contracting, project management and solution delivery, and workplace security. The program is designed to determine if an effective control system is in place. This "bottoms-up" analysis, combined with proactive management reviews and IBM internal and external audits, provides visibility to control posture and issues, and supports the report to management of the control position of IBM's business. IBM shall provide the SAS 70 Type II audits as required by Section 14 of the Agreement. IBM will work with D&B to develop an effective control environment for this project. ESTABLISHED BY D&B ESTABLISHED BY IBM BTO (with D&B review and input) - - Inter-company accounting and reconciliation policy - Journal entry signoff policy - - Account Reconciliation Manual - Significant Items Report (SIR) - - Chart of Accounts Procedure Manual - Performance monitoring via scorecards/KPIs - - Transaction recording policy - Quality Control Manual D&B / IBM Confidential 60 - - Group Reporting Manual - ERP work request procedure - - Closing process timeline - Issues log and database - - Record retention policy - Quality Assurance Team - - Oracle security and tolerances - Reconciliation database and reports (PC Recon) - - Procard authority and supervisory post-review - Workload Analysis Report - - T&E supervisory post-review - Desk documentation - - Quarterly Financial Reporting & Control - Business resumption plan Committee meeting (joint) - Random sample audits for T&E and Procard substantiation - - Report reviews (Cost Center, BU Balance - Internal audits and tracking process - - Sheets, Income Statements, Cash Flows, Capital Expenditure, etc.) - ERP Users Manual - - Delegation of Authority - Delegation of Authority - - Internal Audit reviews - Report reviews (including variance analysis) - - External Audit reviews - Closing reviews and Business Unit signoff - Escalation process - Quarterly Financial Reporting & Control - Committee meeting (joint) Additionally, IBM has several activities which support SOX compliance included in its solution, including the following: 1. MAINTENANCE OF A FORMAL BTO CONTROL ORGANIZATION-provides oversight across IBM's BTO contracts, utilizing a common control framework modeled after COSO, as interpreted by D&B. This will provide another layer of assurance that the control standards of D&B and IBM are met on a daily basis 2. DOCUMENTED POLICIES AND PROCEDURES - These will be developed jointly by D&B and IBM at an appropriate level of detail 3. DEVELOP AND MAINTAIN PROCESS DOCUMENTATION - During knowledge transfer, IBM's Transition team will review existing documentation and work with D&B to complete documentation of processes and controls used to perform the Services - IBM will maintain process documentation for the Services on an ongoing basis - As a result of performing this role, D&B will have up to date documented processes that are subject to audit, review, KPI tracking, and increased scrutiny 4. SUPPORT D&B IN ITS SPECIFIC SOX COMPLIANCE ACTIVITIES - IBM will work with D&B to perform an initial inventory of processes and process descriptions enabling D&B to perform analysis - IBM will participate on D&B-directed teams that document processes, identify process and documentation gaps and remediate gaps - IBM will support D&B testing performed on processes D&B / IBM Confidential 61 5. IBM'S BUSINESS CONDUCT GUIDELINES - IBM will perform annual employee certification reviews of Supplier Personnel, thereby providing additional assurance that policies and a code of conduct are being followed 6. SAS 70 TYPE II REVIEWS - As described elsewhere in this Section, IBM will provide D&B an independent third party appraisal of controls and their effectiveness in accordance Section 14 of the main Agreement. 7. SIX SIGMA PROCESS IMPROVEMENT - IBM's use of six sigma processes will provide a recognized, structured, disciplined, data-driven approach for continually improving process quality and productivity 8. SIGNIFICANT ITEMS REPORT (SIR) - IBM will provide SIRs, based on thresholds agreed with D&B. Specifically, IBM will communicate unexpected, material items to D&B as they arise, perform a root cause analysis, and identify and implement remedies 9. PERFORMANCE MONITORING -IBM will use KPI/SLA/scorecards to measure performance and controls 10. JOINT ISSUES LOG - IBM will make a tool accessible to D&B and IBM to identify specific Service delivery issues and to track their resolution 11. ESCALATION PROCESS - The Parties will agree upon a framework with for IBM to obtain clarification on accounting issues and questions 12. QUARTERLY FINANCIAL REPORTING AND CONTROLS COMMITTEE MEETINGS - IBM and D&B financial representatives will participate in meetings with focus on control and financial reporting activities 13. QUALITY ASSURANCE TEAM-IBM process managers will meet regularly to review scorecards, potential control issues, audit results and recommendations, and progress on implementing enhancements 14. CONTROL SELF ASSESSMENTS - IBM will perform periodic walkthroughs of a process to confirm the process is functioning as designed and that controls are being followed 15. IBM INTERNAL AUDITS-IBM will perform audits of delivery procedures for its contract with D&B and the contractual charges to D&B 16. CLIENT INTERNAL AND EXTERNAL AUDITS-IBM will coordinate and support reviews by D&B's internal and external auditors at service delivery sites IBM believes the SACA program positions it very well for this exercise. It demonstrates that embedded controls are an on-going component of business process management and measurement. Business will be conducted and Services performed in accordance with IBM's Business Conduct Guidelines. IBM will perform tests and make assessments of the adequacy of controls periodically during the Term, and identify, report, and resolve process deficiencies in a timely manner. IBM will continue to perform an ongoing assessment of process execution on environment and business model changes. IBM is confident it can fully support D&B with respect to its Sarbanes-Oxley requirements. D&B / IBM Confidential 62 IBM has also obtained SAS 70, Type II certification in a number of its delivery centers, including Tulsa and Bangalore, for specific clients and selected processes. In this proposal IBM has included a plan to put a SAS 70 certification process in place for D&B to provide another independent perspective on controls. The following table represents IBM's view on the shared responsibilities associated with SAS70: ACTIVITIES IBM D&B 1. Contract with Service Auditor. [X] 2. Schedule SAS 70 Type II reviews to accommodate multi-client environment at service [X] delivery sites. 3. Confer with client on the scope and timing of the review, accommodating client requirements to the extent practicable in IBM's reasonable discretion. [X] [X] 4. Maintain updated documentation (process narratives, process flows, control objectives, control actions) in a format that facilitates multi-client SAS 70 Type II reviews. [X] 5.Coordinate the reviews so they are completed on time and fullycover the scope. [X] 6.Work with Service Auditor to resolve issues and queries during the review. [X] 7.Distribute report that covers the processes IBM performs for the client. [X] 8.Review report and share with internal and external auditors as appropriate. [X] 9.Provide feedback to IBM, including that of internal and external auditors. [X] The SAS 70 - Type II public accounting firm report will provide information about IBM's control objectives and activities. Relevant elements of the report will be provided to D&B, which can in turn be provided to D&B auditors. This will provide additional financial confidence in the underlying control environment established to support D&B through IBM's delivery organization. Equitant also understands the importance of ensuring an appropriate control environment. IBM's solution addresses the need for quality management and supplements compliance of regulatory requirements with end-to-end process documentation and complete visibility via Equitant's Executive Dashboard(TM). The SOX regulatory requirements magnify the need for a complete solution that provides visibility of the whole D&B Accounts Receivable portfolio. As such, IBM's proposal is to incorporate both US and European receivables portfolios into Equitant's Executive Dashboard. This reporting capability should greatly enhance D&B's visibility into its overall customer accounts receivable portfolio and better position D&B for future real time disclosure requirements of the Sarbanes-Oxley Act. Although the attestation required under Sarbanes-Oxley Section 404 remains D&B's obligation, IBM and Equitant will work collaboratively with D&B to provide the information required for its attestation. IBM is particularly sensitive to the control requirements and demands for financial processing, particularly given its heritage PwC Consulting capabilities which were acquired by IBM. IBM will comply with D&B's existing financial reporting process and meet all Service Level requirements set forth in Schedule B (Service Levels), even though IBM cannot formally attest to results. IBM's entire market reputation in this field depends on its ability to satisfy needs in this critical area, and to perform in a way that allows its clients to meet their obligations. D&B / IBM Confidential 63 ATTACHMENT A-6-5 IBM TECHNOLOGY SOLUTION TABLE OF CONTENTS Summary.................................................................... 2 Data Network............................................................... 4 Application Access......................................................... 12 Supplier communications / Messaging........................................ 14 Finance Processing Services and Contact Center Solutions................... 15 IVR........................................................................ 16 Security................................................................... 19 Business Continuity Planning............................................... 20 D&B / IBM Confidential SUMMARY This document describes IBM's solution for network and telecommunication requirements required to perform the Transaction Processing, Data Programming, Finance Processing Services, and Contact Center Services for D&B. The technology portion of the solution will be implemented in multiple phases: Point of departure ("Phase 0"), which describes the "As-Is" state as of the Effective Date, Point of Arrival ("Phase 1"), which describes the state during the transition from Point of Departure, and Point of Final Arrival ("Phase 2"), which describes the future "To-Be" state. Where applicable, these different phases are documented. During Phase 0, the primary activity ensuring IBM Personnel residing in D&B facilities have the ability to connect into IBM systems. D&B, IBM and CSC will coordinate to develop the necessary security and connectivity. During this phase, the Transitioned Personnel will continue to access the D&B applications via the existing D&B network and will also utilize the existing D&B voice network. There are only two clusters in this phase with Transitioned Personnel, they are Data Programming and Contact Center. The Data programming sites involved are High Wycombe, UK, and Mississauga, Canada. For the Contact Centers it will include High Wycombe, UK, Milan, IT, Manchester, UK, Rotterdam, NL, Austin, TX and Bethlehem, PA. During Phase 1, IBM will phase in locations to handle the in-scope activities for the respective clusters. There will be no change in connectivity for the Transitioned Personnel, they will continue to access applications as stated in Phase 0. During this Transition, IBM will be adding facilities in Bangalore, Krakow and Tulsa for Finance Processing Services. For Contact Centers, IBM will phase in New Delhi, Bangalore, Budapest and Greenock. The IBM Data Programming will be handled from Bangalore. For Transaction Processing, IBM will utilize Budapest and Greenock. IBM will be adding voice and data at each of these sites as necessary and will be linking into the D&B network for application and data access. IBM will continue to utilize the existing D&B applications with access provided by IBM to D&B and then by utilizing D&B's network to the existing hosting locations. Specific timings for voice and data connectivity to each of the specific locations as well as the staff counts can be found in the IBM Transition Document. The following table represents the IBM solution sites and the locations where Transitioned Personnel will perform the Services: Call Center Data Programming Transaction Processing Finance Processing Services IBM Bangalore, India IBM New IBM Bangalore, India D&B IBM Budapest Hungary IBM IBM Krakow, Poland IBM Delhi, India IBM Budapest, Mississauga, Canada D&B Greenock, Scotland Bangalore, India IBM Tulsa, Hungary IBM Milan, Italy High Wycombe D&B Bethlehem, OK (2006) IBM Greenock, Scotland PA D&B Manchester, UK D&B Milan, Italy D&B Rotterdam, Netherlands D&B High Wycombe D&B / IBM Confidential A-6-5-2 Call Center Data programming Transaction Finance Processing Processing Services D&B Austin, Texas D&B Mississauga, Canada During Phase 2, IBM will be replacing selected D&B applications with new applications or new interfaces to existing D&B data sources. For the Contact Center, IBM will implement a new IVR and Genesys system, which would displace the current D&B components as described in Attachment A-7-3 (Transformation Solution). All D&B applications that are not being impacted by the Transformation will continue to be utilized as they were in the previous phase. With the implementation of this phase, there will not be a requirement to keep IBM Transitioned Personnel at all of the D&B sites. D&B sites in Mississauga, Canada, Manchester UK, Milan, IT, Rotterdam- NE, Austin, TX will not be utilized, while a few IBM employees will remain in High Wycombe, UK and Bethlehem, PA. Specific head-count and dates are described in Attachment A-7-2 (Transition Schedule). IBM firewalls, which were installed at some of the D&B facilities will be removed at this time and assets belonging to D&B will be returned. The following table outlines the sites, both D&B and IBM, and the timeframes in which the sites will be operational: For those sites where there are no Transitioned Personnel performing the Services the connectivity at those sites will be dedicated. Site Phase 0 Phase 1 Phase 2 D&B Manchester, UK X X D&B Milan, Italy X X D&B Rotterdam,Netherlands X X D&B Austin, Texas X X D&B Mississauga, Canada X X D&B High Wycombe, UK X X X D&BBethlehemBethlehem, PA X X X IBM Budapest, Hungary X X IBM Krakow, Poland X X IBM Greenock, Scotland X X IBM Tulsa, OK X X IBM Bangalore, India X X IBM New Delhi, India X X IBM Milan, Italy X D&B Data Center Berkeley Heights, NJ X X D&B Data Center High Wycombe, UK X X DR Sungard Philadelphia, PA X X DR Sungard UK X X Indicates D&B site with Transitioned Personnel X - Designates Connectivity in Place D&B / IBM Confidential A-6-5-3 DATA NETWORK Phase 0 - Connectivity and LAN Segregation at D&B sites for Transitioned Personnel D&B NETWORK ARCHITECHTURE PHASE 0 TRANSITION SITE CONNECTIVITY [GRAPHIC] Phase 0: Network Architecture Europe: Manchester, UK Milan, IT High Wycombe, UK Rotterdam, Netherlands North America: Austin, TX Mississauga, Canada Bethlehem, PA D&B / IBM Confidential A-6-5-4 Each of the above D&B locations will require the network redesign activity described in this data network section. There will be several levels of network security protection at the locations where Transitioned Personnel perform the Services. The first is achieved by separating the IBM employee network traffic on to a separate VLAN network segment. The second level of security is achieved with a firewall that will restrict traffic flow to and from the new IBM VLAN network segment. The third level of security is achieved with application access control lists. These levels of security will ensure that the Transitioned Personnel have the proper application access as described below in the application access section. Figure 1: Site Network Diagram The following network diagram represents the network configuration for locations in Europe where Transitioned Personnel perform the Services: [GRAPHIC] The following D&B locations have firewall devices that will be utilized to support the network design: Milan, Rotterdam, High Wycombe, and Mississauga. The sites where IBM will provide new firewall devices are: Austin (redundant), Bethlehem(redundant), and Manchester (single). An additional router will be installed by CSC in High Wycombe, Milan and Rotterdam to accommodate AS400/DEWS traffic. The router will be supplied by IBM, and is required to support the Data Link D&B / IBM Confidential A-6-5-5 Switching (DLSW) within DEWS. The new VLAN at each site will be required to support the FTE numbers as described in Attachment A-7-2 (Transition Schedule) (i.e., each FTE represents one IP interface to the VLAN). D&B/CSC will work together to complete the network reconfiguration work at the locations where Transitioned Personnel perform the Services. The Transitioned Personnel will be moved to a dedicated network segment (VLAN). The Transitioned Personnel will have access to all applications needed to do their jobs. Once these employees are segregated, CSC will update the firewall rules on the firewall units to restrict the Transitioned Personnel access. The Transitioned Personnel will only have access to specific systems as needed. IBM has its own security standards for remote employees. Each employee will be required to maintain antivirus and personal firewall software, active on their desktops, and also to adhere to IBM computer usage guidelines. IBM provided desktop equipment will adhere to D&B desktop security requirements, and will connect to the IBM network through a VPN tunnel (i.e. AT&T Network Client) that uses 3DES encryption. D&B will be responsible for providing access to the Internet for all Transitioned Employees to allow VPN access to IBM applications. Phase 1 - Connectivity IBM will work with D&B to establish a secure link between the IBM and D&B networks. IBM will be utilize a combination of private and public VPNs, along with dedicated T1/E1 lines linking D&B to the IBM network. The data connectivity will be at minimum DES3 Encrypted. Detailed Network Description Network Responsibilities: - IBM will provide dedicated connectivity to D&B requisite locations from IBM sites. - IBM will order the circuits, manage the provisioning and invoice processing. - IBM will provide the ongoing circuit management of all local loops. - IBM will provide redundancy at each connection (details to follow). - IBM will order and ship requisite router(s) to each D&B and IBM locations to enable the connectivity at each site. - IBM will be responsible for the remote monitoring of the network devices. - IBM will be responsible for the physical installation and maintenance of network devices at IBM sites. - D&B will use existing capacity and equipment at the Berkeley Heights, NJ facility to connect through the internet to tunnel through Virtela and AT&T. - D&B/CSC and IBM will work together to ensure connections are established and successfully tested. - D&B/CSC will make all firewall rule changes to provide IBM access to required applications and data within the D&B systems. IBM will provide redundancy at each location using various methods. In the European region IBM will utilize an ISDN backup service for connections with a bandwidth less than 1 mbps, which includes the installation, configuration and ongoing management of the ISDN backup lines. The ISDN Dial around the network provides network diversity as it protects against failure of the core network that IBM will be implementing. It is a separate technology platform by which data traffic may flow in the event the primary technology platform is unavailable. When connectivity between the D&B / IBM Confidential A-6-5-6 core network becomes unavailable, data traffic will be automatically rerouted through the ISDN backup. IBM will use load balancing technology for connections that are greater than one (1) mbps in Europe. For example, if a site requires two (2) mbps of bandwidth, IBM will provide this bandwidth utilizing two (2) one (1) mbps connections. In the event one of the lines should fail, traffic can be automatically rerouted to the other carrier. The benefits of load balancing ensure continuous Internet access for IBM's access into the D&B network with full service redundancy, allowing IBM to connect to two or more Internet Service Providers. In the event of a failure, traffic rerouting will affectively eliminate down time. In North America and Bangalore, IBM will implement a method that utilizes diverse circuits and routers using dynamic routing protocols. IBM will terminate 4 DS1s into a single router to give D&B a six (6) Mbps port. All traffic from Tulsa OK, New Delhi India, and Bangalore India will terminate at this centralized port. In the event that the connection or the router fails, there will be Hot Standby Routing Protocol (HSRP) running between the router that fails over to the secondary router. The second router in place will have four (4) physically diverse DS1s. By leveraging four (4) DS1s from one provider and four (4) from another, we will have local loop diversity. LOAD BALANCING MULTIPLE ISP T1 LINKS [GRAPHIC] IBM will provide a network to D&B with flexibility and redundancy. From a data security perspective, all network traffic originating or terminating the D&B WAN will be encrypted using IPSec tunneling and 3DES encryption between all IBM network Points of Presence (POPs). IBM will provide and manage the dedicated access circuits to establish connectivity from IBM into D&B at all of the in scope D&B locations (Berkeley Heights, High Wycombe and Sungard backup facilities in Philadelphia and UK). All other D&B sites will be accessible to IBM via the D&B WAN. All D&B locations will be capable of maintaining the existing IP address schema. IBM can support network and port address translation at all sites. Please refer to D&B Data Inventory spreadsheet that is accompanying this document for detailed information by connection. Network configuration in IBM facilities will include (a) isolated LAN, (b) segmented traffic, (c) dedicated staff and (d) data protection provisions. The following diagram shows the Phase 1 and Phase 2 network: D&B / IBM Confidential A-6-5-7 D&B NETWORK ARCHITECHTURE IBM DELIVERY CENTER CONNECTIVITY PHASE 1 AND PHASE 2 (WITHOUT TRANSITION SITES) [GRAPHIC] D&B / IBM Confidential A-6-5-8 The following diagram provides clarification on how connections will be established to the D&B Berkeley Heights data center: [GRAPHIC] WAN Description IBM's Network Operations Centers ("NOC") will provide proactive management of the IBM provided WAN solution. This includes monitoring security and performance components configured specifically for D&B. As part of the overall management, IBM provides event notification to the customer for critical network related incidents. IBM will work with D&B to develop a detailed notification plan during the Transition. During Transition, IBM will work with D&B to define network events and their associated severity. Based on the severity levels mutually agreed to by the Parties during Transition, IBM will provide varying levels of notification, to D&B and escalate as applicable. IBM's Operations Staff are comprised of management personnel and network engineers, allowing analysis to be handled in the most efficient manner. During Transition, IBM will work with D&B to develop comprehensive ticket reporting and tracking procedures. D&B / IBM Confidential A-6-5-9 Data Network Milestones Phase 0 Connectivity Milestones Description Confirm compatibility of IBM software The Parties will test connectivity to IBM and use of applications. The Parties will confirm IBM VPN software, Lotus Notes and Zone labs firewall are compatible with D&B systems and network. The configuration of the VPN software will have no 'split tunnel' capabilities. Establish VPN connectivity for Transitioned Personnel at D&B Transitioned Employees will be provided with public facilities. Internet access from D&B locations to enable use of VPN client software for accessing IBM applications IBM will procure and deliver firewalls for required D&B IBM will procure and deliver firewalls to be used at D&B locations sites located in Austin, Bethlehem and Manchester. Move Transitioned Personnel to new VLAN D&B will have CSC place Transitioned Personnel on a new VLAN to restrict access on the D&B environment which should remove all unnecessary access. Test VPN software for connectivity to IBM network and the The Parties will perform desktop testing is required for supplied IBM applications. Lotus Notes Mail client, AT&T VPN Client and Zone Labs Personal Firewall on standard Desktops in US, Europe and Canada. Phase 1 Connectivity Milestones Description Provide termination points for data network connections IBM will need to determine along with D&B/CSC, where the connections will terminate by address and facility down to the switch level at both IBM and D&B Sites Place orders for data network connections IBM will place orders with network providers. Place orders for IBM and D&B network hardware IBM will place orders for necessary equipment needed to establish successful connection to D&B. D&B / IBM Confidential A-6-5-10 IBM will open required change requests for networking IBM will place requests with delivery centers to prepare changes within IBM for new commercial customer traffic. D&B will open required change requests for networking D&B will place change requests with CSC to prepare for changes within D&B IBM's new connections into D&B data centers. IBM will provide connections by a service provider (e.g., D&B will use existing connectivity to external gateway IBM Virtela), which will connect with D&B/CSC in a "meet me" supplier will connect with D&B at VPN tunnel VPN tunnel D&B connection HW/SW configuration complete CSC will reconfigure routers and switches to allow IBM traffic to traverse D&B network to all relative systems required to support D&B. IBM will configure applications on IBM desktops to properly access all relevant systems. IBM connection HW/SW configuration complete IBM will configure routers and switches to allow D&B traffic to flow to IBM resources supporting D&B account Test network connectivity from End-users to applications IBM will test all in-scope applications from respective sites Data Network ready for productive use Point of Arrival Training begins Phase 2 Connectivity Milestones Description Removal of IBM firewalls from D&B facilities that are no CSC/D&B will remove firewalls from the Austin and longer in use for Transitioned Employees. Manchester D&B locations. The firewall provided by IBM for Bethlehem will stay in place. D&B / IBM Confidential A-6-5-11 APPLICATION ACCESS There are multiple steps which IBM and D&B will have to implement in order to provide successful and secure access to applications across the D&B WAN. Desktop Application Mapping IBM staff - IBM users identified by application and country to support D&B in the setup of user id's and passwords. A list of users required to access specific applications will be provided to D&B. D&B will be responsible for setting up user accounts for the specified IBM employees. - IBM will map applications to End Users by delivery center and Service performed at each delivery center - based on geography and Service. Different IBM resources will need access to different applications and this information will be provided to D&B. - IBM will load the appropriate applications, emulators, Citrix ICA client and GUIs onto the requisite IBM PCs. - IBM will create and store an application image from IBM desktops/PCs, with all relevant D&B software, for each role (country, process), which will provide portability and the capability to quickly install applications onto PCs in the event of a PC failure, PC replacement, or new hires. Copies of these images will be stored at each IBM delivery centre delivering services to D&B. These images will be updated on an as needed basis. Additionally, these images will be stored in multiple facilities for business continuity purposes. Application Configuration IBM will perform the following Application connectivity testing: In the IBM environment all applications will be pointed to the appropriate: - Application servers - Database servers - Other supported applications - Web servers - Print servers - File servers - Documentation of how to use applications, policies and procedures, and other data related to Services - Services/Ports on the servers - telnet - ftp - http and/or https - application/database specific ports Application Connectivity Testing IBM's application connectivity testing responsibilities include the following: - Obtaining security permissions to access through D&B WAN - Setting all data network communication lines D&B / IBM Confidential A-6-5-12 - Validating bi-directional application connectivity - Working with D&B to ensure access to development and production environments for each application exists - Performing user testing to validate that IBM can perform every step in function process guide at each delivery center - Testing the redundancy and fail over capabilities of the data communication lines across each link MAINFRAME CONNECTIVITY D&B has mainframe servers for each geography, all of which are located and maintained in Berkeley Heights. The United States, Canada, and Europe, and each has their own maintenance schedule. When maintenance timeframes are documented, it may be necessary to slide these maintenance schedules to meet the needs of IBM resources performing services that utilize these mainframe applications. IBM will work closely with D&B/CSC to implement maintenance schedules that satisfy the needs of all Parties. DunsVoice For DunsVoice Assistance, IBM will utilize D&B's existing six workstations, six telephones, three ACD servers and a muliplexor. In addition, a dedicated T1 line will be installed by IBM from New Delhi to the Heights servers. The platform used by the six workstations requires a Win98 platform. IBM and D&B will work together to determine the timing of moving this equipment from D&B Austin to IBM New Delhi. A short outage of the application will be required while this transition takes place. Once implemented, IBM will be responsible for the support and maintenance of the equipment. DUNDIAL AND ACS For the DUNSDial WorldWide (DDWW) application, connectivity for IBM will be provided from the version of the application residing in Berkeley Heights as opposed to Austin. Access will be handled via Hummingbird Host Explorer. For ACS, D&B will move the application hosting from Austin to Berkeley Heights so it will be accessible to IBM. Access will be handled via Hummingbird Exceed. Cutover to Production Prior to production cutover, IBM will perform the following activities to ensure readiness, which include: - Validating communication adequacy, stability and redundancy - Scaling up users by process area and delivery center per transition plan - Establishing daily IT operational status checklist (communication, servers) - Establishing IT operational procedures including problem escalation - Testing the solution for operational functionality - Specific examples of testing include: 1. Access to documentation file servers 2. Ability to ftp files both to and from servers as required 3. Ability to establish telnet sessions as required 4. Ability to log on to all applications as required D&B / IBM Confidential A-6-5-13 Application Support During Phase 0 and Phase 1, IBM staff will be utilizing applications supported and maintained by D&B. During Transformation, Phase 2, IBM will replace some of D&B's applications, which at that point IBM will be responsible for the code or application IBM will be using. Phase 0 Application Milestones Description IBM Transitioned Personnel have continued access to D&B applications IBM Transitioned Personnel have access to IBM applications IBM will load virus software, personal firewall, e-mail provided client, and VPN client onto D&B PCs for Transitioned Personnel. Phase 1 Application Milestones Description Desktop Application Mapping IBM will load applications onto PCs. PC images will be created for each geography, broken down by cluster and function. Application Configuration IBM will configured applications configured to access requisite servers/mainframes. Application Connectivity Testing IBM will perform user testing to test successful application connections, and that applications function properly. Cutover to Production IBM will validate communication adequacy, stability and redundancy. Phase 2 Application Milestones Description Any IBM applications or tools brought in through transformation will be added to the PC image in each geography and cluster. SUPPLIER COMMUNICATIONS / MESSAGING During phase 0 and 1, D&B's existing messaging platform will be utilized as IBM's messaging platform is Transitioned (excluding Finance Process Services, which will continue to utilize D&B's existing messaging platform during phases 0,1, and 2). IBM's messaging platform for Contact Center will be fully implemented during Phase 2. If D&B updates its messaging platform and such update impacts the Services, the changes will be accordance with the Change Management D&B / IBM Confidential A-6-5-14 Process. From the beginning of Transition through the completion of Transformation IBM Contact Center and Finance Processing Services resources, interacting with D&B customers, will be issued standard D&B mailboxes and accounts. D&B will be responsible to administer and maintain these accounts. Microsoft Outlook will be installed on each IBM PC to support the use of D&B.com email. Aside from the creation of these new accounts, it will be business as usual for D&B. At the completion of the Transformation, IBM will have Siebel CRM software implemented at each IBM Contact Center. The Siebel CRM application will utilize a solution using custom recipients and mail forwarding. It will be D&B's responsibility to create custom recipients used only by IBM employees in the D&B exchange directory. Successful administration of these custom recipients will allow email to be properly routed to IBM employees. IBM Contact Center resources will have their emails branded with the D&B.com domain. Additional details on the implementation of the Siebel CRM application are further described in Attachment A-7-3 (Transformation Solution). Finance Processing Services will continue to use the D&B.com mailboxes and accounts as they were during transition. FINANCE PROCESSING SERVICES AND CONTACT CENTER SOLUTIONS Equitant - Solution Overview IBM will be leveraging an Order to Cash (OTC) solution provided by Equitant, which will perform the transactional duties of the D&B Accounts Receivable (AR) and Collections processes. The servers will be hosted at IBM's Bangalore, India facility. The resources needing access to these servers will use the Virtela connectivity solution described earlier in this document. Desktops will be provided to the new users requiring access to the Equitant solution. The Equitant applications (AR Collect(TM), CDR(TM) (Collaborative Dispute Resolution), Executive Dashboard(TM)) will be utilizing the three servers (Web, Intelligence, and Database servers). Operations and support responsibilities will be divided between IBM and Equitant personnel. Predictive Dialer In Phase 1, when IBM sites are implemented, the predictive dialer (PD) will be used for Outbound Services: IBM will upload D&B's customer list to a database, and by using predefined strategies and programming, the tool will call pre-specified customers at designated times. The dialer will then contact these customers and will filter out busy signals, no answers, answering machines etc. The Agent will only be notified in the event of a successful call. Once a successful call has been established, the Agent is presented with a pop up with this customer details and the call is automatically put through to their workstation. Transfer of Calls For warm transfers of calls to a D&B sales representative as required in Exhibit A-1 (Contact Center Services), the IBM Personnel handling the call will have a process of selecting specific numbers, which will then send route the call back to the ACD and follow the normal process. The ACD will D&B / IBM Confidential A-6-5-15 then route the call to D&B sales. The numbers keyed in by the analyst will avoid the customer from re-keying any information (e.g., language). IVR IVR Implementation Phase 0 Voice Milestones Description No changes, IBM Transitioned Employees will continue to use existing D&B voice infrastructure. Phase 1 Voice Milestones Description Traffic routing and monitoring requirements by site and function documented Identification of network termination points to support D&B IBM will work with D&B to determine which D&B owned call and IBM Network Interface center phone numbers need to be routed to requisite IBM call centers. Network services ordered IBM will place orders to connect voice circuits to the IBM delivery centers Change requests to D&B and CSC approved and Scheduled. D&B will pursue internal change management process to make changes to phone numbers allowing them to be routed to online IBM facilities. Routing tables developed and tested Based on the transition schedule IBM and D&B will determine table changes needed, modify the routing tables and then test the results Voice connections installed and tested with service provider IBM will have voice connections installed at IBM service locations and verify they are working correctly Hardware and Software installation and configuration IBM will install all hardware provided by IBM at IBM complete locations, including desktops and will then install application software and verify it is working correctly Voice support for function OJT complete IBM will verify voice connectivity is installed and ready for OJT. Phase 2 Voice Milestones Description D&B / IBM Confidential A-6-5-16 IBM's genesys and IVR voice Solution IBM's Genesys and IVR voice solution will be implemented to replace the current D&B solution The IBM Contact Center technology (i.e. ACD, PBX, Genesys, IVRs) supporting D&B will change in two distinct phases over the course of the contract. During Transition, IBM will utilize the existing D&B call handling solution and current technology. As IBM call centers come online, calls will be migrated from the D&B centers to IBM call centers based on specific functions and timing. IBM will install servers and support the servers as necessary receiving Genesys routed calls. Details of this are further described in Attachment A-7-3 (Transformation Solution). During the Transition, initial call treatment will continue to be supported in the D&B switch and IVR environment; however when customers select options related to the D&B functions outsourced to IBM, their calls will be routed into the IBM infrastructure via the PSTN. Once these calls are transferred, call routing to and among the IBM contact centers will be enabled using a combination of carrier based and premise based routing. Time of day, day of week and business continuity routing will be enabled within the carrier network. High level skills-based (language & issue) routing will be enabled based on DNIS or dialed number. Best services routing will be enabled as well. The following diagram illustrates on a high level how calls will be rerouted from the D&B solution to IBM contact centers: D&B / IBM Confidential A-6-5-17 [GRAPHIC] The current D&B IVR hardware and software will remain in place until Transformation of the IVR by IBM as further described in Attachment A-7-3 (Transformation Solution). Application development and introduction of the IBM voice Interaction application will be augmented from D&B's existing platform. IBM will be utilizing multiple IVRs to implement the solution. D&B currently has an unspecified amount of toll free numbers that customers use to contact D&B. D&B will retain ownership of these numbers until Transformation. Once the new IBM voice interaction solution is implemented as further described in Attachment A-7-3 (Transformation Solution), the phone numbers will be transferred to the ownership of IBM, at which point they will be redirected to the IBM IVRs. This will be business as usual for D&B customers, with the exception of the enhancements that IBM will utilize in the solution. CONTACT CENTER AGENT MONITORING TOOLS IBM will be utilizing call monitoring tools to verify the quality of calls coming in from D&B clients. Budapest, Greenock, New Delhi, and Bangalore Contact Center sites, will have the capability to D&B / IBM Confidential A-6-5-18 record and assess a sub-set of all calls to gain a statistically valid sample to measure how well the calls are handled as further described in Exhibit A-1 (Contact Center Services) and Attachment A-6-1 (Contact Center Solution). The monitoring tools will be implemented with the Europe and US IVRs such that the calls will be routed through the monitoring device in order to record the proper amount of calls. The monitoring tools provided as described in Exhibit A-1 (Contact Center Services) will include the following: - Live monitor (E-Talk, Nice) lets a user listen to a call as it occurs. Recorder capabilities record the call and gives a user the option of saving or deleting the recording when the call ends. - Dynamic scheduling establishes a recording schedule so that calls are captured at different times and days to monitor a truly representative sampling. - Manual scheduling lets a user directly set recording schedules for specific users, subgroups, and groups. - Record on demand function lets user record agents when a call begins. Live monitor lets a user listen to and record a call as it takes place. Record on demand recordings are automatically saved. When a user accesses the playback function, these tools display a list of recorded calls. This list can be tailored to meet the supervisor or agent needs. If a user wants to listen only to calls for a specific Agent, a user can search for the calls recorded for that Agent. The tools provide VCR-style controls for playback. DESKTOP SUPPORT IBM has a standard desktop with base products such as Lotus Notes, Microsoft products, virus detector and firewall applications. The current operating system is Windows 2000, which could change overtime based on new standards. Updates and new software are handled by a central process that allows for pushing or pulling, based on need. While this is a basic standard, it can vary by country based on need. IBM support is handled by a global support team with local desktop support in almost all locations. SECURITY D&B / IBM Confidential A-6-5-19 [GRAPHIC] IBM Physical Security Controls IBM locations comply with D&B's requirements in D&B's policies and procedures as further described in Exhibit A-5 (Cross Functional Services), including physical security and access controls. IBM Physical Security Standardized security measures are used at all locations to achieve consistency in the design integrity and compatibility of all elements of the security program with the architecture of the site. Employee/Visitor Access Control All IBM Personnel are issued photo identity cards. Temporary identification cards are issued to authorized visitors. The 24x7 building security guards monitor personnel movements and usage of identification cards. Access to each floor is controlled through a programmable access device that can be opened only through the use of an employee identification card. Access to floors is centrally controlled and is granted on a need basis. Business Continuity Planning IBM locations where the Services are provided have a risk mitigation strategy, which includes business continuity plans, disaster recovery plans, and physical security of facilities and personnel at the delivery centers where we will be providing service to D&B. Every IBM delivery center adheres to corporate wide disaster recovery standards and policies. D&B / IBM Confidential A-6-5-20 IBM business continuity responsibilities include the following: A) resiliency in the four main elements of the delivery of services - facilities, people, infrastructure and processes, B) leveraging new infrastructure and transitioned resource placement to maximize alternative location service delivery opportunity, C) developing a BCP for actions to be taken by the IBM account and delivery teams for D&B should there be a failure of service continuity; and D) participation in D&B's BCP testing activities as further described in Exhibit A-5 (Cross Functional Services). There are two primary components to Business Continuity Planning: business staffing/processes and the technical recovery. There are multiple scenarios which can occur to drive the many possible solutions. During Transition, IBM and D&B will review possible scenarios and document the appropriate corrective action in conjunction with the IBM delivery centers, based on the center's BCP plan. This will become the IBM D&B BCP recovery plan - which will be managed and updated by the IBM delivery program office. Within each cluster, critical functions and time periods will need to be identified by D&B and compared to the IBM D&B BCP plan. Should any additional requirements be identified, they will be jointly reviewed and gap action plans agreed. The IBM solution design has tried to build a framework to provide BCP at a basic level by building a technical solution which has connectivity redundancy and is also provides connectivity to Sungard's disaster data centre. IBM and D&B, when building the solution, looked at how to best place D&B processes and staff at different locations to provide for diversity in the solution. Based on this staffing, a basic level of BCP has been built in such that IBM would be able to readily shift workloads as further described below. While these sites and resource staffing plans have not been designed to handle complete resumption, they would be able to handle some of the major functions by either using existing staff at the specific site or by moving staff to the recovered site. Key Technical BCP Features of the Solution IBM's solution includes the following business continuity measures: - Adherence to stringent IBM corporate standards on recovery, security, health and safety at all IBM delivery centers. - Utilization of one or more of the following features to ensure a consistent and reliable power supply at each Contact Center used to provide the Services: Uninterrupted Power Source (UPS), dual power sources from segregated power grids, or backup diesel generators as described below. - Backup procedures for data required to deliver services and secure storage of backups off site as further described in Exhibit A-5 (Cross Functional Services). With the exception of Equitant which is used for order to cash and collections, all applications are hosted by D&B. IBM will provide backups of the Equitant application servers and database at an offsite location. - Documentation of all technical processes required to deliver and maintain services will be stored in an on-line content management facility accessible to all IBM team members and is backed up as part of the standard operating procedure. - Leveraging three major methods to establish redundancy within the network connecting IBM to D&B: ISDN backup lines, load balancing, and a method that utilizes diverse circuits and routers using dynamic routing protocols. - Utilization of a designated alternative site with connectivity to D&B applications so that, in the event of an emergency, agreed upon resources could continue to provide specific service for D&B / IBM Confidential A-6-5-21 key processes. Greenock and Budapest are complementary alternative sites; both sites have the same IT and application access as the other. The same is true of New Delhi/Bangalore for Call Centers as well as Krakow/Bangalore for Finance Processing Services. In the case of extreme or extended outages portions of resources can be relocated between the facilities. With the redundant networking capability, we also have the ability to reroute calls from one delivery centre to the other - If during Transformation, IBM implements new software which is hosted on the D&B network, then D&B would be responsible for adding this software to their disaster recovery plan. - If during Transformation, IBM implements new software or hardware in the IBM environment/network, then IBM will be responsible for adding this new technology to IBM's D&B BCP plan. IBM will commit to ensuring that any applications, systems or infrastructure provided by IBM as part of the Services that is required to support the revenue generation, revenue enabling, brand protection or D&B Customer contractual agreement have a recovery plan that meets a forty-eight (48) hour recovery time objective or equal recovery time objective to the level of protection D&B retains prior to Transformation. The following tables illustrate the business continuity capabilities along with the associated risks of each facility: New Delhi, India Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure Service Restore Time Risk Mitigation Natural Disaster Unlikely Never Back-up site located in Mumbai, India. Power Outages Unlikely Never Automatic UPS battery backup plus on-site diesel generators with multi-day supply of fuel Accessibility Issues Low Occurrence No past occurrences On site security team Thefts Unlikely Never 24 hour Security Surveillance Labor Strikes Unlikely Never No organized unions currently Acts of Terrorism Highly Unlikely Never 24 hour Security Surveillance and alternate site back-up available Other Risks None Identified None Identified None Identified Greenock, Scotland D&B / IBM Confidential A-6-5-22 Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure Service Restore Time Risk Mitigation Natural Disaster Rare Roof ripped off Greenock Back-up site located in Budapest, centre Hungary. Power Outages .01% No past occurrences Backup generators Accessibility Issues Rare No past occurrences On site security team Thefts Rare Never On site security team Labor Strikes Unlikely Never No organized unions currently Acts of Terrorism Unknown No past occurrences Alternate sites Other Risks None Identified None Identified None Identified Budapest, Hungary: Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure Service Restore Time Risk Mitigation Natural Disaster Highly Unlikely Never Back-up site located in Greenock, Scotland. Power Outages Unlikely Never Automatic UPS battery back-up eliminates loss of work/data. Accessibility Issues Low Occurrence No past occurrences On site security team Thefts Unlikely Never 24 hour Security Surveillance Labor Strikes Highly Unlikely Never No organized unions currently Acts of Terrorism Highly Unlikely Never 24 hour Security Surveillance Other Risks None Identified None Identified None Identified Krakow, Poland: Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure Service Restore Time Risk Mitigation Natural Disaster Highly Unlikely Never Back-up site located in Bangalore, India. Power Outages Unlikely Never Automatic UPS battery back-up eliminates loss of work/data. Accessibility Issues Low Occurrence No past occurrences On site security team Thefts Unlikely Never 24 hour Security Surveillance Labor Strikes Highly Unlikely Never No Unions currently exist in Krakow D&B / IBM Confidential A-6-5-23 Acts of Terrorism Highly Unlikely Never 24 hour Security Surveillance Other Risks None Identified None Identified None Identified Bangalore, India Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure Service Restore Time Risk Mitigation Natural Disaster Unlikely Never Back-up site located in Krakow, Poland. Power Outages Unlikely Never Automatic UPS battery backup plus on-site diesel generators with multi-day supply of fuel Accessibility Issues Low Occurrence No past occurrences On site security team Thefts Unlikely Never 24 hour Security Surveillance Labor Strikes Unlikely Never No organized unions currently Acts of Terrorism Highly Unlikely Never 24 hour Security Surveillance and alternate site back-up available Other Risks None Identified None Identified None Identified D&B / IBM Confidential A-6-5-24 Tulsa, Oklahoma Risk Likelihood of Past Occurrences and Business Continuity Plan / Exposure ServiceRestore Time Risk Mitigation Natural Disaster Highly Unlikely Never Redundant networked BTO sites for cross location coverage; utilize IBM mobility plan to allow selected processes to be supported from employees' homes Power Outages Unlikely Never Automatic UPS battery backup plus on-site diesel generators with multi-day supply of fuel Accessibility Issues Low Occurrence No past occurrences On site security team Thefts Unlikely Never 24/7 Security Surveillance supplemented with card control access Labor Strikes Highly Unlikely Never Staff is nonunion Acts of Terrorism Highly Unlikely Never 24/7 Security Surveillance; redundant networked BTO sites for cross location coverage Other Risks None Identified None Identified None Identified Services Specific Business Continuity Measures IBM Service Overview IBM has designed the solution to provide redundancy for the Services provided. Each site has a sister site which could be used for recovery. Each site has a sister site which could be used for recovery (i.e. New Delhi/Banagalore, Greenock/Budapest, and Bangalore/Krakow). There will be cross training on the Services to make certain that IBM Personnel handling the Services at each site will also be able to perform the Services provided out of the sister site if required. Delivery Center Redundancy IBM's Data Centers all incorporate built-in alternatives for disaster recovery. The IBM Data Centers that comprise IBM's regional Service Delivery Center organizations are fully redundant. To provide continuous network management, there are primary systems and back-ups. As updates are made to the network, the primary system's database is updated and simultaneously copied to the back-up system. In the event of Network Operations Center (NOC) failure, network management functions will be transferred to another Contact Center automatically. This will allow ongoing management of the D&B / IBM Confidential A-6-5-25 network while Contact Center Support teams at the redundant location repair the problem. The transfer of functions is a precautionary measure only, as all equipment in the facility is run on autonomous UPS mechanism. IBM maintains interconnected locations in New Delhi and Mumbai, additional WAN-connected locations elsewhere in India and network redundancy in the connectivity to other IBM global locations, which provides the ability to readily shift work and lines of communication in the event of a disaster. IBM maintains interconnected locations in Budapest, Milan and Greenock and network redundancy in the connectivity to other IBM global locations, which provides the ability to readily shift work and lines of communication in the event of a disaster. Similar back-up scenarios exist for Krakow within Europe and Tulsa within North America. In the event of a lapse in business continuity, IBM will make up lost ground on an accelerated time frame by deploying additional resources, if required. BCP/DR Project Management IBM's BCP/DR Project Management team consists of Crisis Management Team comprised of senior IBM managers at the organizational and project levels. Throughout the Term, the team's will analyze the likely disaster possibilities, study the likely business impact to the business, establish appropriate recovery plans, and in the event of an emergency implement the plans. Within the business continuity plans, IBM will also document the response plans, containing procedures for natural disasters (e.g., earthquakes and severe weather) and man made disasters (e.g., fire, bomb threats, civil disorder, threats and acts of violence, disruption of site utilities and major medical emergencies). This plan includes detailed provisions for what occurs during the four phases of the disaster recovery process: Damage Assessment, Damage Control, Infrastructure/ Network Restoration, and Business Process Restoration. Travel Constraints: The inability of offshore staff to travel to the host country because of the closure of host country embassies, host country air space or visa restrictions will not impact Service delivery. Steady state operations do not generally require travel. IBM and D&B will identify and keep certain offshore subject matter professionals "travel ready" by obtaining visas in advance. IBM's robust offshore Operating Model identifies travel dependency as a single point of failure (SPOF). This dependency is minimized through the use of technologies such as instant messaging, conference calls, videoconferences and e-mail. Labor Critical staff providing Services to D&B are dedicated to D&B, with trained backup available. This design principle into contingency planning. Consequently in the event of full contingency implementation, critical staff dealing with D&B data on a contingency basis will still be dedicated to D&B and IBM will prioritize work requirements based on Service demands for particular processes. D&B / IBM Confidential A-6-5-26 Geopolitical Instability and Disruption in IBM Locations: In a worst-case scenario, if the viability of an IBM location itself is jeopardized - either through natural disaster or political emergency, service delivery can be moved to another location. Key provisions in IBM's emergency migration plan include: - Documentation from the initial Transition is reviewed (and updated, if required). - Signs of potential instability (apart from natural calamities) are monitored at the IBM corporate level. - During disaster recover operations, the offshore team moves to stable, unaffected delivery centers so that business continuity is not impacted. - After the stabilization of Service in the new environment, IBM and D&B jointly decide the timetable to move to a permanent alternate location, if required. Review and Update of Business Continuity Plans (BCP) In the event of a major business or infrastructure change within the organization, the BCP will be reviewed and updated as necessary. The BCP is subject to a stringent maintenance process. Change control is monitored by the Business Continuity Coordinator to provide consistency and minimize the potential for conflicts. IBM BCP Testing IBM conducts BCP testing on a semi-annual and an ad hoc basis. As a result, IBM effectively tests its disaster recovery plans multiple times each year. A program of regular testing and review will be established for D&B processes. IBM expects to mirror (within the mutually agreed budget/cost) IBM's testing provisions with those of D&B, making testing a joint IBM/ D&B process. This regularly testing program is designed to rigorously challenge aspects of the business continuity plan, while random testing is used to interrogate specific elements of the overall plan. The plan is reviewed after each and every test. D&B / IBM Confidential A-6-5-27 EXHIBIT A-7 TRANSITION AND TRANSFORMATION Attached to this Exhibit as Attachments A-7-1, A-7-2 and A-7-3 are the Transition Solution, the Transition Schedule and the Transformation Solution respectively. ATTACHMENTS Attachment A-7-1 Transition Solution Attachment A-7-2 Transition Schedule Attachment A-7-3 Transformation Solution D&B / IBM Confidential ATTACHMENT A-7-1 TRANSITION SOLUTION IBM / D&B Confidential A-7-1-1 IBM TRANSITION SOLUTION FOR D&B Working with D&B, IBM has developed plans describing the projects and associated activities necessary to accomplish the Transition and Transformation successfully. The Transition projects and their associated project plans are described in and attached to this Attachment. In this Attachment, "Transition Period" shall mean the period beginning on the Effective Date and ending, for each of the major work streams set out in immediately below, on the actual Service Commencement Date for that work stream. The scheduled Service Commencement Dates are set forth in Attachment A-7-2 (Transition Schedule). HIGH-LEVEL OVERVIEW OF TRANSITION - - D&B Contact Center Services currently performed in * will be migrated to IBM sites in *. - - D&B Contact Center Services currently performed in * will be migrated to *. - - D&B Data Programming Services will be migrated from *. - - Transaction Processing Services will be migrated from *. - - D&B Finance Processing Services will be migrated from *. - - An IBM 'Global Project Office' in *, will be established with management leadership for delivery of all Services and all IBM Service delivery centers world-wide. IBM will plan, carry out, manage and complete the Transition in accordance with Attachment A-7-2 (Transition Schedule) including the time schedules set out therein, and in a manner that accomplishes and achieves: - - A smooth Transition globally, recognizing geographical differences. - - D&B's financial and operational goals, while making certain Transitioned Personnel are offered career paths and growth. - - Proactively defined and developed plans, and managed Transition risk. - - Complete visibility into the Transition process to D&B. - - Transition success criteria at the outset, and the achievement of such criteria. - - The Service Levels, as defined in Schedule B (Service Levels). D&B will cooperate with IBM in the conduct of the Transition and will provide support to IBM as described in this Attachment. The primary objective of the Transition is to successfully move workload from D&B Contact Centers, and functions from Data Programming, Transaction Processing and Finance Processing services delivery sites, to IBM's global delivery centers, and Transitioned Personnel from D&B's to IBM's employment. IBM's approach will focus on avoiding disruption of service and avoiding or mitigating IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-2 risk to D&B's business as the responsibility for delivery of the Services transitions from D&B to IBM. Throughout Transition, IBM will provide a dedicated, experienced, global team, led by a "Global Transition Manager", and supported by regional transition managers from Europe, North America and India. D&B and IBM will jointly make key go/no go decisions at significant milestones. CONTRACT INITIATION AND INTERIM SERVICE DELIVERY * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-3 EXECUTIVE SUMMARY OF TRANSITION SOLUTION * - * - * - * - * * D&B FACILITIES * - * - * - * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-4 * CONTACT CENTER * - - * - - * - - * - - * - - * - - * - - * - - * * - - * - - * * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-5 CONTACT CENTER BASELINE REBADGED IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE FTE LOCATION - ----------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-6 * * * * * * * * * * * * * * * * CONTACT CENTER BASELINE IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE FTE REBADGED LOCATION - ----------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-7 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * DATA PROGRAMMING * - - * - - * - - * - - * * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-8 DATA PROGRAMMING BASELINE IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE FTE REBATE LOCATION - ------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * DATA PROGRAMMING BASELINE REBATE IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE FTE LOCATION - ------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * TRANSACTION PROCESSING * - - * - - * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-9 * TRANSACTION PROCESSING BASELINE IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE FTE LOCATION - ------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * - - * - * - * - - * - * - * - - * - * - * - - * FINANCE PROCESSING SERVICES * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-10 * - - * - - * - - * - - * * - - * - - * * FINANCE PROCESSING BASELINE IBM 'TARGET' D&B LOCATION SERVICES FUNCTION LANGUAGE FTE LOCATION - ------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-11 * * * * * * * * * * * * * INFRASTRUCTURE * - - * - - * - - * - - * - - * - - * * HUMAN RESOURCES * - - * - - * - - * - - * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-12 TRANSITION PROJECT GOVERNANCE * GOVERNANCE ORGANIZATIONAL STRUCTURE * - * - * - * EXECUTIVE STEERING COMMITTEE * TRANSITION MANAGEMENT ADVISORY BOARD * IBM TRANSITION FUNCTION TEAM(S) * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-13 * D&B TRANSITION FUNCTION TEAM(S) * STATUS REPORTING * RISK & ISSUE MANAGEMENT, DEPENDENCY MANAGEMENT, CHANGE MANAGEMENT * IBM / D&B Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-14 * [FLOW CHART] D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-15 TRANSITION ROLES & RESPONSIBILITIES * COMMUNICATIONS MANAGEMENT * MEETING TITLE FREQUENCY. US SCHEDULE EU SCHEDULE - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-16 * * * * * * * * HR COMMUNICATIONS IBM's HR Transition approach integrates customized communications for the rebadged employees consistent with IBM's country-specific employment practices. Through its outsourcing experience, IBM understands the types of questions that people want answers to at each stage of the HR Transition. Accordingly, IBM's HR Transition Plan incorporates the use of appropriate communication vehicles, such as the intranet and email, to proactively address these anticipated questions and provide a channel for employees to ask additional questions. Further details are provided in the Human Resources Function Transition section of this Attachment. CONTRACT TRANSITION GOVERNANCE: Key elements of contact Transition governance include: - - Relationship management: There is an agreed organization structure to manage the contract e.g. D&B vendor managers and IBM customer service managers. - - Service Level Reporting: Approach has been defined and is ready to implement. - - Process Change, incidents and dispute management: Processes have been defined, responsibilities agreed to successfully manage change e.g. new service requests. - - Billing process: Billing process, format and data capture processes are agreed and in place. - - Contingency plans developed and agreed to prior to go-live. D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-17 TRANSITION SOLUTION AND METHODOLOGY BY SERVICES FUNCTION CONTACT CENTER * - - * - - * - - * - - * - - * - - * - - * * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-18 - - * * DEPENDENCIES ON D&B * - - * - - * - - * - - * - - * - - * D&B LOCATION CONTACT CENTER FUNCTION LANGUAGE IBM SME'S D&B SMES IBM 'TARGET' LOCATION - -------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-19 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-20 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-21 * MILESTONES * TRANSITION WORK AREA MILESTONE DELIVERABLE(S) TARGET DATE - ----------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-22 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-23 ACCEPTANCE CRITERIA * - - * - - * - - * * - - * - - * - - * - - * - - * - - * * - - * - - * * - - * - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-24 - - * - - * - - * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-25 DATA PROGRAMMING TRANSITION SOLUTION AND METHODOLOGY * - - * - - * - - * - - * - - * - - * * - - * - - * - - * - - * - - * DEPENDENCIES ON D&B * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-26 - - * - - * - - * - - * - - * DATA PROGRAMMING IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE IBM SMES D&B SMES LOCATION - ------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-27 * * * * * * * MILESTONES * TRANSITION WORK AREA MILESTONE DELIVERABLE(S) TARGET DATE - -------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-28 * * * * * * * * * ACCEPTANCE CRITERIA * - - * - - * - - * - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-29 TRANSACTION PROCESSING TRANSITION SOLUTION METHODOLOGY * - - * - - * - - * - - * - - * - - * * - - * - - * - - * - - * - - * DEPENDENCIES ON D&B * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-30 * - - * - - * - - * - - * TRANSACTION PROCESSING IBM D&B IBM 'TARGET' D&B LOCATION FUNCTION LANGUAGE SMES SMES LOCATION - ---------------------------------------------------------------------------------------------------- High Wycombe, UK * * * * * * * * * * Almelo, NL * * * * * * * * * * * * * * * * * * * * Milan * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-31 [THIS PAGE INTENTIONALLY LEFT BLANK] D&B / Confidential A-7-1-32 MILESTONES * TRANSITION TARGET WORK AREA MILESTONE DELIVERABLE(S) DATE - ------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-33 ACCEPTANCE CRITERIA * - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-34 FINANCE PROCESSING SERVICES FUNCTIONAL TRANSITION SOLUTION AND METHODOLOGY * - - * - - * - - * - - * - - * - - * PROCESS TRANSFORMATION CONSULTING PROGRAM * - - * - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-35 - - * - - * - - * - - * * FINANCIAL PROCESSING IBM IBM 'TARGET' D&B LOCATION SERVICES FUNCTION LANGUAGE SMES D&B SMES * LOCATION - -------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-36 * ADDITIONAL FINANCE PROCESSING RESOURCES * DEPENDENCIES AND TRANSITION PRINCIPLES * - - * - - * - - * - - * - - * - - * - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-37 MILESTONES * TRANSITION WORK TARGET AREA MILESTONE DELIVERABLE(S) DATE - -------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-38 * * * * * * * * * ACCEPTANCE CRITERIA * - - * - - * - - * - - * - - * * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-39 - - * - - * DATA AND APPLICATIONS: - - * - - * - - * - - * - - * - - * WORKPLACE SERVICES: - - * - - * - - * - - * - - * - - * - - * - - * - - * - - * CONTRACT GOVERNANCE: - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-40 - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-41 INFRASTRUCTURE TRANSITION SOLUTION AND METHODOLOGY * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-42 [PLOT POINT TO BE COME] IBM DEPENDENCIES ON D&B - - * - - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-43 - - * - - * - - * - - * - - * - - * - - * * - - * - - * - - * - - * - - * * - - * - - * - - * * - - * * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-44 - - * - - * - - * - - * ACCEPTANCE CRITERIA - - * - - * - * - * - * - * - * - * - - * - * - * - - * - - * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-45 HR FUNCTIONAL TRANSITION * - - * - - * - - * - - * - - * - - * - * - * - * - * - * * - - * - - * - - * - - * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-46 * - - * - - * - - * - - * * EU HUMAN RESOURCES TRANSITION * - - * - - * - - * - - * - - * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-47 EU HUMAN RESOURCES DEPENDENCIES ON D&B - - * - - * - - * * - - * - - * * D&B / Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-1-48 ATTACHMENT A-7-3 TRANSFORMATION SOLUTION D&B / IBM Confidential A-7-3-1 TABLE OF CONTENTS A. OVERVIEW.......................................................... 3 B. TRANSFORMATION APPROACH........................................... 8 C. KEY MILESTONES AND DELIVERABLES................................... 14 D. TRANSFORMATION PROGRAM GOVERNANCE................................. 31 E. ACCEPTANCE FRAMEWORK.............................................. 41 D&B / IBM Confidential A-7-3-2 A. OVERVIEW Based upon a review of a subset of D&B's operations through several site visits and work shops, IBM believes that the greatest benefit to D&B can be driven by increased operational efficiency and enhancement of D&B's Customers' experience. Based upon this, IBM has developed a set of key initiatives and capabilities that will enable Transformation of the existing D&B environment. These key initiatives are "Business Process Improvement", "Self-Service and Routing", and "Integrated Desktop Solution". IBM will tightly integrate these key initiatives to drive operational efficiency within D&B, in alignment with an enhanced customer experience for D&B's Customers which will deliver the following benefits to D&B: D&B BENEFITS [FLOW CHART] IBM will commence performance of the Transformation tasks described or outlined in this Attachment A-7-3 immediately after the Effective Date. IBM will implement such tasks throughout the first eighteen (18) months of the Term. IBM will align the Transformation program with the Transition initiatives. The scope of the Transformation program includes the D&B markets in-scope of the Agreement, namely the United States, Canada, and in-scope European markets. IBM's Transformation solution will be further defined by, and agreed between, IBM and D&B during the "Benefits & Initiative Validation" phase. Although the solution will vary by geography and Service area, IBM will deploy the solution to in-scope locations in North America and Europe covering the Contact Center agents and a subset of the Transaction Processing and Data Programming agents as set forth in Exhibit A- D&B / IBM Confidential A-7-3-3 7-1 (Transition Solution). IBM's Transformation solution will support D&B's multi-language requirements (whether written or spoken) in the in-scope locations. Transformation does not address Finance Processing Services. IBM is accountable for the delivery of the Transformation program with the cooperation and support of D&B as specified within this Attachment A-7-3. IBM and D&B have agreed the following guiding principles which are to govern the Transformation program and assist the Parties to prioritize the capabilities (including Deliverables) which are to be delivered: - Overall - Within each of their respective areas of expertise, D&B and IBM agree to work together in the spirit of open communications with a common goal of delivering a quality implementation of the Transformation within the project timeline set out in the Gantt chart shown in Section C of this Attachment A-7-3. - Both Parties recognize that the scope of the Transformation project is bounded by scope, cost, and time. There will not be unlimited scope, funds, or time assigned by either Party to implement these initiatives. IBM and D&B will jointly agree to prioritize the implementation of these initiatives based on principles that lead to increased productivity by IBM agents. - Business Process - Business process design will be standardized within the project timeline set out in the Gantt chart shown in Section C of this Attachment A-7-3 to the extent that it can reasonably and properly be achieved by IBM with the support of D&B as outlined in this Attachment A-7-3. - Business process design and configuration will leverage standard package functionality where applicable. - Technology - Existing D&B investments in technology will be leveraged to the fullest extent possible. - Structural integrity of package software will remain intact. - Configuration will leverage standard package functionality where applicable. BUSINESS PROCESS IMPROVEMENT The Business Process Improvement initiative will cover Contact Center Services, Data Programming Services and Transaction Processing Services. For Contact Center Services, the Business Process Improvement initiative will address the standardization of business processes, organizational realignment, and the consistent application of business rules. The following business areas will be addressed: account and hierarchy management, order management, contract management, Contact management, product management, service request management, knowledge management, and business rules workflow and policy enforcement. IBM will focus its effort on the implementation of standardized guidelines for business operations and the alignment of business processes to application functionality, such that processes address D&B / IBM Confidential A-7-3-4 business operations from a global perspective; and will address the end-to-end flow of relevant interactions. This will enable the grouping and coordination of position responsibilities, skill sets, performance metrics, and organizational structures, which will define the support structure of the organization and teams. In addition, IBM will consolidate resources to a universal type of agent, subject to geography, Service area, function considerations, to deliver cost and operations structure benefits. By leveraging common skill sets and removing the barriers of team silos, the new structure to be implemented by IBM will allow for the most effective handling of work items and workforce management and staffing. Also, the standardization of business rules, policies, and guidelines by IBM will allow new application(s) and automated systems to complete transactions with limited intervention of agents and/or management. The Data Programming and Transaction Processing Service areas are also in-scope of this initiative. IBM will drive the efficiencies obtained through the process improvements and Integrated Desktop Solution in the Contact Center Service area to the Customer-facing business operations associated with the Data Programming and Transaction Processing Service areas. IBM will place additional focus on the methods and tools utilized to manage data, automate requests, and touchpoints of upstream and downstream processes. During the Benefits & Initiative Validation phase, D&B will, where reasonably required by IBM, provide subject matter expert ("SME") support from the Data Programming and Transaction Processing Service areas to assist IBM to further document the synergies between the Data Programming and Transaction Processing Service areas and the Contact Center Service area. This will allow IBM to evaluate the Data Programming and Transaction Processing Service, and Contact Center Service, area operations side-by-side to determine redundancies and inefficiencies, and provide detailed direction for business improvements and efficiencies. SELF-SERVICE & ROUTING D&B / IBM Confidential A-7-3-5 The Self-Service & Routing initiative will cover Contact Center Services. The Self-Service & Routing initiative will focus on the movement of Contacts from higher cost to lower cost channels as well as the implementation of routing enhancements for agents, with migration toward a consistent multi-channel experience. The ability to better route, direct, and deliver Customer requests, regardless of channel, and the ability to report, measure, and plan in this environment, are the key drivers of this initiative. Although Self-Service & Routing capabilities are planned to be delivered in the Initial Transformation Deployment phase, IBM will determine, with D&B's agreement, during the Benefits & Initiative Validation initiative, which benefits may be able to be achieved earlier, in alignment with the Transition activities. Routing - the current grouping and queuing structure will be analyzed by IBM, then consolidated and reallocated by IBM to maximize the distribution of Contacts across IBM's global delivery centers. This queuing structure will take into account the growing requirement for multi-channel availability (primarily email in areas like Usage and Billing). In addition, based on the designed labor groups and responsibilities, IBM will enable enhanced routing and predictive modeling capabilities. Web-based self-service - IBM will analyze the types of self-service transactions currently enabled by D&B as well as potential transactions that could achieve benefit through web service enablement. This analysis will determine which specific transactions should be effectively addressed utilizing self-service applications in the target environment. IBM will also conduct a user interface and usability review of the current functionality of the D&B.com website (as it pertains to the in-scope Service areas). IBM will implement the consistent application of business rules in order to support an environment of higher quality Customer interaction by providing the link between the automated processes and the live agent processes, allowing the agents to focus their attention on quality and relationship building. This approach will provide D&B Customers with a consistent user experience across channels, and the functionality will be leveraged by the web, IVR, desktop and knowledge management solutions. INTEGRATED DESKTOP SOLUTION D&B / IBM Confidential A-7-3-6 The Integrated Desktop Solution initiative will cover Contact Center Services, Data Programming Services and Transaction Processing Services. The Integrated Desktop Solution will involve IBM's deployment of an integrated desktop application in conjunction with the implementation by IBM of standardized business processes and organizational realignment. Consolidating agent desktop functions to an integrated desktop solution will provide agents, management, and external D&B Customers with access to data in a consistent and intuitive manner, which is critical to realizing Transformational benefits of reduced training time, increased accuracy, consolidation of labor divisions, and management of the Services. In addition to the implementation of core desktop application functionality, IBM will leverage inherent workflows and standardized packaged functionality to streamline the processing of the work. IBM will integrate the desktop application to key legacy applications necessary to perform agent functions. IBM shall make the desktop application as standardized and upgradeable / maintainable as possible and, in doing so, shall use over eighty percent (80%) standard packaged functionality and less than twenty percent (20%) customization to support the in-scope business operational processes. IBM's Transformation solution will reflect the inherent application functionality of the integrated desktop software package to the maximum extent possible. In alignment with the business processes being developed by IBM, IBM will deploy a knowledge management ("KM") system, which will contain and allow access to correct and current information for agents and D&B's Customers and, when presented via the web or IVR, will allow agents or D&B's Customers to increase their level of self-service and pre-sales self-education. The KM system shall integrate with or consolidate existing in-scope KM tools and shall have several key capabilities such as natural language queries, artificial intelligence (AI) learning and neural networking, speech interaction interface, and internal and external informational data structures. The knowledge management platform will be consistent across Inbound and Outbound Contact agents. IBM will implement data management and cleansing tools to address commonly occurring data quality issues that can be readily resolved through automation in the Transformation solution within the project timeline. The data management tools shall specifically address the standardization of data and data quality between systems as well as provide real-time filters, data rules, and application parameters, where necessary, to enhance and support the agent's and Customer's entry and update of data within the systems. In addition to the above, with respect to the Data Programming and Transaction Processing Service areas, the functionality of the integrated desktop application deployed by IBM in the areas of business rules, data manipulation, translation, cleansing and standardization will be used to drive accurate and pre-validated information prior to the upload of data into the legacy systems. This updated information will be accessed by IBM's customer service team, which will provide a consistent channel for requests. The ability to provide D&B's Customers with pertinent information to the desktop of those Supplier Personnel supporting the Customer facing applications will reduce the number of people requesting information, reduce the number of Customer Contact requests made of IBM's customer service team, and provide readily available information to the agents for delivery to D&B's Customers. D&B / IBM Confidential A-7-3-7 B. TRANSFORMATION APPROACH During each phase of the Transformation program, the Parties shall agree the Deliverables to be provided by IBM, and the specific roles and responsibilities of D&B in connection with such Deliverables. Acceptance criteria for each Deliverable shall be agreed between the Parties in accordance with the process set out in Section E of this Attachment A-7-3. The following key activities shall be conducted within each workstream throughout the Transformation program: BENEFITS & INITIATIVE VALIDATION The Benefits & Initiative Validation phase encompasses a review by IBM of operations and business objectives and validation of key business capabilities required to achieve D&B business benefits projected by IBM. Upon completion of this phase, IBM will define, for agreement with D&B, specific key capabilities to be implemented by IBM within these initiatives, as well as specific delivery timelines for agreed Deliverables. The functional and technical Transformation scope will be clearly defined in the "Target State Environment Definition", and an "Integrated Project Plan" will outline the delivery timeline and key milestones within and across each Transformation initiative for the duration of the Transformation program. The initiatives will be planned such that benefits are achieved as early as possible and the benefits model will be refined accordingly. IBM will develop the definition and plan for approval by D&B. During this period, a Transformation project management office ("PMO") will be established and a specific Transformation governance structure shall be implemented. The Transformation and Transition teams will be aligned in the delivery of the initiatives, with strong communications and milestones managed at the PMO level. The planned usage of each D&B or IBM component of the Transformation solution will be confirmed upon the completion of the Benefits & Initiative Validation phase. Subject to agreement with D&B, the final elements of the Transformation solution may impact the planned development cycle of D&B's internal development group. Key Dependencies IBM has dependencies on D&B in the following areas for the Benefits & Initiative Validation phase: - - D&B IT will provide a list of source systems of record for consideration of specific technology in the target solution. - - D&B will provide, where available, soft and hard copies of all interface definition, data definition, data standard, and integration standard documentation which should be adhered to during the Analysis, Design and Development of the new technologies. - - D&B will provide, where available, an Enterprise Standard Metadata Dictionary for all legacy data elements. - - D&B will provide, where available, complete user documentation of its legacy systems to the Transformation development team. PROCESS DESIGN, CHANGE MANAGEMENT, AND BENEFITS REALIZATION Process Design During the Benefits & Initiative Validation phase, IBM will coordinate site visits with D&B in alignment D&B / IBM Confidential A-7-3-8 with IBM's Transition activities to gain a complete understanding existing D&B business processes in order to develop a target state operating environment. Based upon this analysis, IBM will lead the high level definition of target state business processes. IBM and D&B will work jointly in facilitated sessions to develop a standardized global business process achievable within the project timeline. Local variances will be accounted for in policy implementation. IBM and D&B will develop performance metrics for its agents, and tracking at the appropriate level. Process team members will be actively involved throughout the lifecycle in validation that the systems developed meet D&B's business requirements. In the Design phase, business process design will be detailed in alignment with technology design. Process design will be detailed to a key activity level. Beyond the key activity level, IBM will develop and document work instructions for training and operational purposes. Transformation Change Management IBM shall develop a Transformation change management plan, for approval by D&B, which shall outline Transformation change management activities and approaches that will be performed to manage stakeholder expectations as well as market and audience communications during the implementation of Transformation to facilitate the organization's buy-in and adoption of change. Benefits Realization During the Benefits & Initiative Validation phase, IBM will develop a Benefits Realization model to assess and determine key capabilities, subject to D&B's approval, to be implemented within the Transformation program to achieve D&B's business benefits projected by IBM. During the Design and later phases, a model will be developed to track the benefits achieved over time. SELF-SERVICE AND ROUTING In alignment with the envisioned business process definition and the benefits realization model, IBM shall develop and implement technology enhancements in self-service and routing. During the Benefits and Initiative Validation phase, IBM, with the assistance of D&B, will conduct current state analysis of existing routing information, business rules and skills assignments to determine the areas of greatest impact and need for the restructuring of the Contact routing architecture. In addition, IBM will conduct the target state analysis and mapping of the resource skills to the new architecture. IBM will evaluate the availability of self-service functionality, its channel appropriateness, and value to D&B's Customer base. IBM and D&B will then jointly define and agree a set of key capabilities which will detail the functionality and timelines for implementation of the enhanced functionality and Deliverables. During the Design phase, IBM and D&B will jointly define and agree the target routing environment as well as the web-based self-service solution. INTEGRATED DESKTOP SOLUTION D&B / IBM Confidential A-7-3-9 During the Benefits & Initiative Validation phase, upon completion of IBM site visits to gain a complete understanding of existing D&B business process, IBM will define a high level application architecture describing key capabilities to be delivered in the Initial and Final Transformation solutions. During the Design phase, the configuration required to meet D&B's business requirements will be further developed by IBM in working sessions with D&B. During the "Build and Unit Test" phase, IBM will configure and unit test the Integrated Desktop Application, working with D&B (as described in the paragraphs headed "System Integration" and "Data Conversion" immediately below this paragraph), to accomplish system integration and data conversion tasks. IBM shall evaluate D&B Contact management applications relevant to the Services in-scope of the Transformation program. The Parties shall then discuss and agree which systems will be combined into a single integrated system. The level, extent, and complexity of synchronization will be determined by IBM and D&B during the Benefits & Initiative Validation phase. For any critical functionality or data model requirements jointly defined and agreed by IBM and D&B to meet Transformation objectives, D&B will implement the requisite changes in the CRM system. The existing Siebel CRM release used by D&B will need to be upgraded to Siebel 7.5 or above in alignment with the version and timeline determined by Transformation. This upgrade will be at D&B's cost. SYSTEM INTEGRATION The System Integration initiative will commence with a review by IBM and D&B of D&B's current systems inventory for the functions within scope, including legacy desktop applications as well as web-based Customer self-service applications. In the Target State Environment Definition, IBM and D&B will identify those systems to which the Integrated Desktop Solution will link to, be integrated with, or replace. Additional software applications not required as part of the Integrated Desktop Solution, as mutually agreed by the Parties, will be sized and costed, and the level of responsibility determined and agreed by the Parties as a Change Order. In the Design phase, IBM and D&B will jointly define a common interface specification for system integration. During the Build and Unit Test phase, D&B legacy application representatives will be responsible for developing export and import routines according to the defined specification. IBM will design and develop the Siebel-side import into and export routines for the Integrated Desktop Application. IBM will unit test the Siebel-side interfaces, and D&B will unit test legacy side interfaces. DATA CONVERSION The Data Conversion initiative will commence with a review by IBM and D&B of D&B's current systems inventory as potential data conversion sources, including legacy desktop applications and web-based Customer self-service applications. IBM will identify those data entities which the Integrated Desktop Solution, IVR, or web self-service applications will require for data conversion or data setup, and D&B will identify the corresponding data sources within their legacy file structure. Upon the completion of the Benefits & Initiative Validation initiative, source systems and/or files will be identified for data conversion to the Transformation solution. The specific data and amount of history to be converted will be determined by IBM during the Design phase. Also in the Design phase, IBM and D&B will jointly define a common interface specification for data conversion. D&B legacy application representatives will be responsible for designing data export routines according to the specification. IBM will design the Siebel-side import routines into the Integrated Desktop Application as well as the web self-service application. During the Build and Unit Test phase, D&B will develop data conversion programs to produce the legacy side extracts, and IBM will develop and unit test Siebel-side conversion processes. In deployment planning, IBM will D&B / IBM Confidential A-7-3-10 provide End User documentation or checklists to support conversion processes where applicable. IBM will enable initial desktop application functionality through data conversion or data setup. IBM will be responsible for managing data conversion into the production environment with the assistance of IBM Operations, and the involvement of D&B for final validation. D&B / IBM Confidential A-7-3-11 ARCHITECTURE During the Benefits & Initiative Validation phase, IBM will focus on achieving an understanding from D&B of the existing application and technical architecture, such as applications, standards, procedures, and conventions, as well as an assessment of IT architecture reusability. IBM will assess the architecture and, in alignment with an understanding of the business requirements, define the envisioned application architecture at a high level, for approval by D&B. During the Design phase, IBM will work with D&B to define the technical architecture of the target state Transformation environment (Target State Environment Definition). IBM will align with the D&B architects on interface specifications and data interchange (payload) formats and will adhere to mutually agreed and applicable D&B application standards. IBM will be responsible for the design and development of the infrastructure to support the new technologies defined in the Target State Environment Definition. IBM Operations will be responsible for the implementation of the network architecture required to obtain the Target State Environment Definition. IBM Transformation will act in a support role in this area, and will provide the necessary information through capacity planning and management of performance testing activities. IBM Transformation and IBM Operations will then work together to provide a smooth deployment of the Target State Environment Definition infrastructure at IBM's in-scope global delivery centers as applicable. SYSTEM, INTEGRATION, AND PERFORMANCE TESTING IBM will develop a test strategy to address each of the systems involved in the Transformation effort. D&B and IBM will then determine the test cases necessary to develop testing for system, integration, and performance testing within the scope of their respective roles and responsibilities. During the "Testing" phase, D&B will be responsible for the system, integration, and performance testing of legacy systems to validate correct processing of extract files. IBM will be responsible for the system, integration, and performance testing of the Transformation application-side interfaces as well as the configured functionality of the integrated desktop application. Where performance issues arise, IBM and D&B will jointly work to determine the root causes and address these issues, within the scope of their roles and responsibilities, through tuning or other efforts. TRAINING IBM will develop a training strategy, training curriculum, and paper-based training materials that reflect Transformation business process and technologies. IBM will also conduct "train-the-trainer" training for management and training teams in the IBM global delivery centers. Operations personnel identified in the delivery centers will be responsible for conducting End-User application training. In the "Training Delivery" phase, the IBM Operations team will be responsible for the management of Training Delivery logistics. Training materials will be developed by IBM in the required languages (defined by IBM, and approved by IBM) during the Benefits & Initiative Validation phase. D&B is responsible for providing End User training environments for its legacy applications. UAT AND DEPLOYMENT PLANNING User Acceptance Testing ("UAT") will be conducted to validate that process and system functionality support D&B's business requirements as jointly defined by the Parties in the Benefits & Initiative Validation and Design phases. IBM will assist D&B in the development of user acceptance test criteria and scenarios for test execution. IBM will manage the UAT process and D&B will test uploads and data transfers as required, validate proper execution of systems rules, and validate D&B / IBM Confidential A-7-3-12 data accuracy as it relates to business policies and business rules. In planning for deployment, the IBM deployment manager will work with the Transformation team and IBM global delivery centers to define a deployment approach. POST IMPLEMENTATION SUPPORT Upon deployment of the target Transformation solution, IBM shall provide three (3) months' post implementation support upon `go-live' of the final Transformation environment to IBM Operations. IBM's implementation consultants will work in conjunction with the IBM Operations team to provide for a smooth transition to the target state environment. D&B / IBM Confidential A-7-3-13 C. KEY MILESTONES AND DELIVERABLES IBM will deliver Transformation capabilities and Deliverables at key milestones in the Transformation program. The following high-level Gantt chart demonstrates planned timelines for delivery of each initiative: TRANSFORMATION APPROACH [BAR CHART] The following chart outlines key delivery capabilities and Deliverables at each milestone: KEY MILESTONE DELIVERABLES Benefits & Initiative * Current State Assessment Validation * Target State Environment Definition -- Business capability requirements -- Solution architecture definition -- Organizational realignment plan * Transformation Benefits Realization Model * Change Management Approach * Transformation Project Plan * Transformation Program Governance D&B / IBM Confidential A-7-3-14 KEY MILESTONE DELIVERABLES Initial Transformation Self-Service & Routing Deployment * Web-Based Self-Service Capabilities * IVR Enhancements * Voice Interaction Functionality Business Process Improvement * Consistent Business Rule Application * Standardized Business Process * Organizational Realignment * Universal Reps Final Transformation Integrated Desktop Solution Deployment * Integrated Desktop Application * Knowledge Management * Data Management * Business Rule Automation Post Implementation * Application Support Support * Knowledge Transfer SOLUTION DESCRIPTION The envisioned solution that supports the benefits achieved through Transformation is defined by Self-Service and Routing enhancements and the implementation of an Integrated Desktop Solution. The solution will provide a single point of entry to D&B-owned legacy applications using commercially available industry standard applications. The drivers of this application architecture are: - Flexibility to support existing and future business requirements through the use of package software that can be enabled through configuration vs. customization; - Component-based architecture to decrease interdependencies and allow replacement of legacy systems over time; and - Support for consistent and standardized global processes, allowing for application of local policies. Features of this solution are: - The multi-media Contacts from the web (including chat and web callback), IVR, email, and telephony will be channeled through the same media interaction server and delivered as work items to the agent's integrated desktop; - The desktop will be integrated to the legacy systems through the business logic and middleware (Websphere) application, which will allow the presentation of necessary data within the same application; D&B / IBM Confidential A-7-3-15 - The Websphere application and middleware will provide real-time access, where applicable, to the necessary systems while the agent or Customer is in the transaction; - Information is updated to the Integrated Desktop Solution, D&B CRM application, legacy applications, and data storage centers as needed, allowing for reporting, monitoring, and dynamic tracking; and - The desktop will provide a holistic view of case or Contact management operations. IBM will be responsible for the selection of technology components in the application architecture, which will be managed in the IBM global delivery centers. These components are: - Siebel version 7.5 or above for desktop application - Citrix for terminal emulation of applications, as required - Internet Explorer v 6.x or greater - Websphere for integration, business rule management, and web services - Genesys for multi-channel contact routing, CTI and reporting - IBM testing tool recommendation - IBM tax tool recommendation - IBM reporting tool recommendation - IBM data management tool recommendation - IBM knowledge management recommendation - Lotus Notes - Efax - Etalk - IEX Totalview or TCS workforce management application D&B / IBM Confidential A-7-3-16 [FLOW CHART] The Transformation architecture will be supported by the in-scope IBM global delivery centers and the existing D&B data centers which house legacy applications. Although the architectures will remain separate, transaction access will be seamless to the End User. The overall Transformation solution will be delivered in two (2) phases; these phases are described below: - - Initial Transformation Deployment; and - - Final Transformation Deployment. INITIAL TRANSFORMATION DEPLOYMENT SCOPE The Initial Transformation Deployment will be focused on the Contact Center Service area and will address the people, process, and technology dimensions of Transformation, in line with the project timeline set forth in the Gantt chart shown in Section C of this Attachment A-7-3, in the following ways: PEOPLE IBM will implement an organizational and operational structure to coincide with the Initial Transformation Deployment. This foundational alignment is critical to the successful delivery of the target state vision of the new organizational group. D&B / IBM Confidential A-7-3-17 PROCESS IBM will deploy a target state business process in this phase and shall implement the accompanying IVR and self-service technology enhancements. The processes will be standardized to the extent achievable within the project timeline set out in the Gantt chart shown in Section C of this Attachment A-7-3, and IBM will apply business rules consistently so as to enforce a consistent channel experience with the desktop upon the deployment of the Final Transformation solution. TECHNOLOGY IBM will deploy the IVR and Web technology enhancements in alignment with the business process improvements and consistent business rule application. Specific languages and their use in each applicable technology will be defined by IBM in the Benefits & Initiative Validation phase, and approved by D&B. SOLUTION Based upon benefits projected for each set of capabilities, IBM and D&B will jointly determine scope for the Initial Transformation deployment. IBM will provide at least the in-scope capabilities that exist in D&B's current environment as of the Effective Date, unless those capabilities are not applicable to the Transformation environment (for Contact Center, Transaction Processing, and Data Programming). The following capabilities will be evaluated by IBM and D&B during the Benefits & Initiative Validation phase: Contact Center Services SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------ Business Universal Reps Automated Consolidation of resources to a universal type of Process through Genesys, agent. By leveraging this common skill set and Improvement WFM system removing the barriers of team silos, the new structure will allow for the most effective handling of work items and workforce management and staffing. This includes hiring profiles for agents, universal agent scheduling for Contact Center functions and agent competency certification. Agent competency certification will be developed by IBM for approval by D&B. Application of Siebel / WBI Standardized implementation of business rules, Consistent policies, and guidelines relevant to the transaction Business types implemented in the Self-Service & Routing Rules initiative. Self-Service & Routing Genesys Improved call routing and reduction of misdirected Routing Enhancements Contacts. Improved routing D&B / IBM Confidential A-7-3-18 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------ accuracy and distribution over a virtual Contact Center architecture. Call Blending Genesys / A blended call routing strategy to support Siebel maximum use of agents'resources Contact Monitoring eTalk / Contact monitoring capabilities: Witness - Remote and local capabilities - Multimedia recording of voice, chat, and collaboration sessions including data interaction - Monitoring of voice, chat, and collaboration interactions for quality assurance and training purposes - Record of Contact, by agent or by campaign - Assign classifications and comments to recording for easy retrieval - Voice playback to collect data for certain call types Outbound dialer capabilities: Outbound - Predictive, preview and power dialing capabilities Dialer - Positive voice, fax, modem, pager, and answering machine detection - Call list management IVR IVB / IBM Interactive Voice Response capabilities: Enhancements Speech Interaction - Speech localization for self-service Application applications - Pre-recorded messages - Database look-ups - Speak and spell functions through speech recognition and text to speech integration - Boolean logic - Real-time and historical queue statistics - Branch logic IVB / IBM IVR enhancements: Speech Interaction - Automatic Contact Distribution for Application routing of Contacts including voice, e-mail, web call back, web chat and web collaboration D&B / IBM Confidential A-7-3-19 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ----------------------------------------------------------------------------------------------------------------------- - Route calls based on the dial number (DNIS) and/or calling party(ANI) - Agent skills - Customer profile - Service Levels - User-defined rules. - Overflow routing - Call re-routing based on queue statistics - Abandoned call recuperation - Multi-site routing - Queue music and message capabilities - Dynamic call routing capabilities Voice mail capabilities to handle inbound Contacts during long queue times and after hours. Web Self-Service Siebel and/or Expansion of existing functionality via the use of Enhancements WBI Siebel / WBI to increase the level and options of self-service, as applicable: - Enhanced ordering capabilities - Enhanced billing Inquiry & payment capabilities - Enhanced dispute resolution capabilities - Utilization of business logic to improve Customer data accuracy Reporting IVR, Web Web / WBI Industry standard transactional and analytical reports deemed necessary to critical business operations. The type, number, and detail of these reports will be determined in the Benefits & Initiative Validation phase. IBM will not implement any specialized analytical modeling applications, however will provide a data feed in an agreed upon format for use by D&B with internal applications. Application Real-time TBD Real-time validation and edits where deemed necessary Architecture validation and for critical business operations and return on edits investment (ROI). D&B / IBM Confidential A-7-3-20 Data Programming Services The Transformational activities and enhancements to be implemented by IBM in the Data Programming Service area are described under the paragraph headed Final Transformation deployment below. Transaction Processing Services The Transformational activities and enhancements to be implemented by IBM in the Transaction Processing Service area are described under the paragraph headed Final Transformation deployment below. FINAL TRANSFORMATION DEPLOYMENT SCOPE D&B / IBM Confidential A-7-3-21 The Final Transformation Deployment is focused on the Contact Center, Data Programming, and Transaction Processing Service areas and will address the people, process, and technology dimensions of Transformation, in accordance with the project timeline set out in the Gantt chart shown in Section C of this Attachment A-7-3, in the following ways: PEOPLE IBM will implement an organizational and operational structure to align with the Initial Transformation Deployment. This foundational alignment is critical to the successful delivery of the proposed target state vision of the new organizational group. PROCESS IBM will deploy a target state business process in this phase and implement the accompanying integrated desktop technology. The processes will be standardized to the extent possible within the project timeline set out in the Gantt chart shown in Section C of this Attachment A-7-3. IBM will apply consistent business rules to enforce a consistent channel experience for D&B's Customers. The business areas impacted by, and the specific D&B business processes to be addressed by, the integrated desktop application, are account and hierarchy management, order management, contract management, Contact management, product management, service request management, knowledge management, and business rules workflow and policy enforcement. TECHNOLOGY The Integrated Desktop Solution will be deployed by IBM in this phase. This will include an Desktop application integrated to those legacy systems agreed between IBM and D&B during the Benefits & Initiative Validation phase, a new knowledgebase application, and applicable telephony components. The solution will vary by geography. The Transformation solution will support D&B's Customers in specified languages and countries in scope. Although the base language for the Transformation systems is English, localization will be implemented in up to six (6) languages in the IVR, web applications (where required for Customer interaction), and scripting in the Integrated Desktop Solution. Specific languages and their use in each applicable technology will be defined by IBM and approved by D&B in the Benefits & Initiative Validation phase. Reporting will be addressed within the Transformation applications. Additional analytical tools will not be implemented as part of the Transformation program. SOLUTION Based upon benefits projected for each set of capabilities, IBM and D&B will jointly determine the scope of the Final Transformation deployment. IBM will provide at least the in-scope capabilities that exist in D&B's current environment as of the Effective Date, unless those capabilities are not applicable to the Transformation environment (for Contact Center, Transaction Processing, and Data Programming Service areas). The following capabilities will be evaluated by IBM and D&B during the Benefits & Initiative Validation phase: Contact Center D&B / IBM Confidential A-7-3-22 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ----------------------------------------------------------------------------------------------------------------------- Business Process Standardized Siebel Implementation of standardized guidelines for business Improvement Business Process operations and alignment of business process to application functionality, where processes address business global perspective and address the end-to-end flow of an interaction. Application of Siebel and / Business rules application supports the environment of a Consistent or WBI consistent, quality Customer interaction by providing the Business Rules link between the automated processes and the live agent processes. Business rules to be implemented and maintained leveraging Siebel standard packaged functionality wherever possible. Wherever possible, existing standard packaged Siebel system administration functions will be used to accommodate business rules. Integrated Desktop CTI Genesys Computer Telephony Integration with screen-pop, Solution integrated data collections, and agent scripting. with Siebel Integrated Siebel Consolidation of desktop functions to the maximum extent Desktop possible, including interface points to the required Application applications, will provide agents, management, and external Customers with access to data in a consistent and intuitive manner. Solution will vary by geography. Account Management Siebel Management of D&B accounts and account hierarchies with Management synchronization to the D&B CRM system. Email Management Siebel/ Email response management handled through the Genesys Siebel and Genesys applications to allow agent "addresses" to be branded with the D&B information. Inbound and outbound emails pass through the Siebel / Genesys systems to leverage the automated management, response, templates, and acknowledgement of the interaction. Fax Management Siebel / Faxes to flow through the new systems to provide for Genesys / Fax proper handling of the interaction. Tracking, workflow, Server and maintenance of faxes to be D&B / IBM Confidential A-7-3-23 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ----------------------------------------------------------------------------------------------------------------------- handled through the agent desktop. Agent User Siebel Agent UI for in-scope agents in the languages Interface (UI) determined by IBM in the Benefits & Initiative Validation phase. Stored data to be displayed in original language entered. Agent scripting Siebel Agent scripting to facilitate data capture in identified languages in scope. Service Request Siebel Service Request management using Siebel's standard Management functionality. This includes the ability to record details, track service requests, route accordingly, and record call dispositions. Automated workflows to support defined processes in scope. Contact Management Siebel Management of D&B Contacts and contact history with synchronization to the D&B CRM system. Product Siebel Product catalog, hierarchy and pricing through the Siebel Management desktop. These products include reports, updates, credit checks & validations, incorporation information, etc. and have a price, discount structure, and taxes associated with them. The Siebel product catalog will drive toward a standardized definition of legacy data element definition. Campaign Siebel Campaign tracking and reporting. File uploads and Management downloads will be available in an agreed upon format and according to a specified time interval. Knowledge Siebel or IBM As needed to support self-service functionality, the Management selected KM knowledge base will be localized for ease of use by Application Customers and Contact Center agents. The same tool will be utilized to create, maintain and make visible data in the knowledgebase. Workforce IEX The existing WFM application to be integrated with the CTI Management (WFM) solution to allow productivity monitoring on a real-time basis and to allow for forecasting and scheduling. Customer N/A IBM will identify areas of the survey questionnaire D&B / IBM Confidential A-7-3-24 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ----------------------------------------------------------------------------------------------------------------------------------- Satisfaction which address specific areas of measurement for D&B to implement in collection and the target environment. IBM will identify opportunities for reporting system improvement and automation of Customer satisfaction collection and reporting processes. The focus of improving Customer satisfaction will be on outlier results from eTalk or Witness. Reporting Reporting and Siebel Genesys Industry standard transactional and analytical reports deemed Service Level Web necessary to critical business operations. The type, number, and Tracking detail of these reports will be determined in the Benefits & Initiative Validation phase. IBM will not implement any specialized analytical modeling applications, however will provide a data feed in an agreed upon format for use by D&B with internal applications. Application Real-time TBD Real-time validation and edits where deemed necessary for critical Architecture validation and business operations and return on investment (ROI). edits Data Management Data Management Implementation of a robust and flexible toolkit which allows for & Cleansing Tool selected data validation, mapping, standardization of data elements to the by IBM extent possible prior to upload into legacy systems. Quality Data Management Validation of data prior to upload into new applications and Assurance Process Tool selected download to legacy data feeds. Implementation of critical audit and by IBM/ WBI QA points as determined by IBM within the new processes. Data Programming Services IBM's Transformation efforts in this area will be focused on process standardization, enhanced reporting, and access to desktop functions to improve service request management. SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------------------ Business Process Process N/A Consolidation of common global functions to maximize operational Improvement Standardization scale and efficiencies to the extent possible within the project timeline. D&B / IBM Confidential A-7-3-25 SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------------------ Business Process Implementation of enhanced processing procedures and technology in Improvement inbound centers. Addresses pre-load of business rules, data mapping data cleansing, data updates through the use of the Siebel EIM / EAI application and / or WBI. Consistent Relevant to the transaction types implemented by business Application of operations, standardization of policy and guideline Business Rules. business rules Reporting Report Requests Siebel EIM / WBI Standardization of reporting and base queries. Integrated Desktop Service Request Siebel Service Request management using Siebel's standard functionality. Solution Management This includes the ability to record details, track service requests, route accordingly, and record call dispositions. Automated workflows to support defined processes in scope. D&B / IBM Confidential A-7-3-26 Transaction Processing Services IBM's Transformation efforts in this area will be focused on increasing the timeliness, completeness and accuracy of data prior to the upload into the legacy systems. Initiatives evaluated for Transformation include outbound dialing or email reminders, file validation and pre-processing through front-loaded applications and/or middleware, enforcement of data standards and inputs, data mapping, cross referencing and/or standardization. Transformational initiatives will focus on the timely receipt and processing of data files, the reduction of exceptions, problems and manual intervention of files and data processing, and increased accuracy and standardization of data elements. SYSTEM (IF INITIATIVE FEATURE DETERMINED) DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------------------ Business Process Process Siebel / WBI Consolidation of common global functions to maximize Improvement Standardization operational scale and efficiencies to the extent possible within the project timeline. Data Management Implementation of enhanced processing procedures and technology in inbound Transaction Processing centers. This includes pre-load of business rules, data mapping, data cleansing, data updates through the use of the Siebel EIM / EAI application and / or WBI. Relevant to the transaction types implemented the business operations, standardization of policy and guideline business rules. Data Cleansing Data Management Implementation of a robust and flexible toolkit which allows for Tool selected data validation, mapping, standardization of data elements prior to by IBM upload into legacy systems. Data Quality Siebel / WBI Application of business rules and pre-upload logic to Management manipulate data, check files, validate file and data, and pre-process data prior to entry into legacy systems. KEY DEPENDENCIES IBM has key dependencies on D&B in the following areas for the Initial and Final Transformation deployments: D&B / IBM Confidential A-7-3-27 BUSINESS PROCESS, CHANGE MANAGEMENT, & BENEFITS REALIZATION - - D&B will provide business rules and policies to be implemented within the new design. - - D&B will provide existing and target product definition and pricing rules. - - D&B will provide business rules and policies / procedures to which D&B adheres at the commencement of the Benefits & Initiative Validation phase. In addition, D&B will be responsible for defining business rules to be automated within the application functionality and associated workflow. D&B will responsible for establishing or refining policies and procedures in conjunction with resultant business process changes. - - D&B will provide existing metrics and volumes currently collected for identified transactions. - - D&B will provide applicable tax rules which need to be supported by a selected tax package. ROUTING & IVR - - D&B's existing Intervoice Bright (IVB) systems will be maintained at a supported commercial release version and be maintained at this state throughout the Transition Period. The current IVB IVR application and hardware/software will remain intact and maintained by D&B until the Initial Transformation solution deploys. Equipment upgrade costs will be borne by D&B. - - D&B will provide existing routing business rules at the commencement of the Benefits & Initiative Validation phase for evaluation of the target state solution. WEB - - To integrate IBM systems software into D&B web applications, the preferred method will be through web services. Where the web applications need to be changed to comply with the agreed Transformation project plan, D&B will change web applications to enable web services. - - Any agreed links, changes/modifications to the D&B corporate website required to support the new functionality will be implemented by D&B. DATA CONVERSION / SYSTEM INTEGRATION - - D&B will provide access to source system APIs, schemas, and data to the IBM conversion team members, as required by the Transformation project plan, in the Benefits & Initiative Validation phase. - - As required by the Transformation project plan, D&B will provide an Enterprise Standard Integration Toolkit and supporting documentation which will provides full access to all required functionality of the legacy applications at the server/business logic or database levels. - - D&B IT will provide Enterprise Data Definitions for all applicable data fields prior to the Design phase of each applicable technology. - - D&B IT will provide fully functional APIs, as required by the Transformation solution and project plan, prior to the Design phase of each applicable technology. - - As required by the Transformation project plan, D&B IT will have completed all testing on new APIs, Interfaces and Toolkit enhancements prior to the Design phase of each applicable technology. D&B / IBM Confidential A-7-3-28 - - Where required by the Transformation solution, D&B will develop export and import routines according to a commonly agreed interface specification for its legacy applications determined in Transformation solution scope. - - Where required by the Transformation solution, D&B will support the definition of new data elements required for the implementation of the new technologies in its legacy systems; D&B is responsible for system modifications required of D&B legacy systems in support of the Transformation requirements. - - Where required by the Transformation solution, D&B will provide, for relevant legacy applications, a fully functional XML protocol interface for external systems integration. - - All D&B data definitions and enterprise architectural standards relevant to the scope of the Transformation program will be provided to IBM upon request and regularly updated. - - D&B is responsible for the cleansing and reconciliation of data extracted from its source system business applications. Where required by the Transformation solution, D&B will ensure that its source system owners or representatives will cleanse all data before the IBM Transformation team receives it. - - D&B is responsible for defining the rationalization and merging of business rules. IBM will rationalize and merge data on the desktop side as a result of the merging of multiple source files that may contain the same data elements, provided that in doing so there shall be no adverse impact on the quality of the data. - - IBM and D&B will work together to validate data integrity in end-to-end transactions within the scope of their roles and responsibilities in System Integration and Data Conversion during the Build, Testing, and Deployment phases. EMAIL MANAGEMENT - - D&B will provide standard POP3 interfaces to required applications. KNOWLEDGE MANAGEMENT - - Existing KM system will continue to be maintained and updated by D&B until the time at which the transference of data and information is complete. - - D&B will provide IBM with full access to internal KM sites and toolkits at the commencement of the Benefits & Initiative Validation phase. - - D&B will provide a single point of contact / responsibility for all interactions regarding the update, maintenance and conversion of the existing knowledge management application. TRAINING / UAT - - D&B will provide the necessary training and testing environments required for each of the legacy applications within the scope of the Transformation solution. - - IBM and D&B will jointly define the data to include in training exercises and test. APPLICATION / TECHNICAL ARCHITECTURE - D&B will support and maintain voice / data connectivity required to complete IVR and Web Technology testing to legacy systems. D&B / IBM Confidential A-7-3-29 - D&B will provide Development / Unit Test, System Test, Integration Test, Training, and Performance Test environments for its legacy applications, including maintaining and supporting connectivity to these environments throughout all phases of the Transformation Program. - D&B will provide sample data and Customer records to allow for accurate testing of new technology. Data volumes must be appropriate for the type of testing to be performed (e.g., full volume files may be required for performance testing). D&B / IBM Confidential A-7-3-30 D. TRANSFORMATION PROGRAM GOVERNANCE PROGRAM GUIDELINES * - - * - - * - - * - - * - - * - - * - - * - - * PROJECT ADMINISTRATION - - * - - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-31 - - * - - * TRANSFORMATION TEAM ORGANIZATION - - * - - * - - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-32 The IBM organizational structure including key Transformation team roles is as follows: TRANSFORMATION TEAM STRUCTURE [FLOW CHART] * D&B ROLES & RESPONSIBILITIES IBM will, where appropriate, work jointly with D&B as an integrated team to achieve program objectives and deliver the benefits of Transformation to D&B. D&B's leadership and/or participation is expected in the following capacities: - - Program Management - Management of project plan, governance, issue resolution, risks, and quality - - Business Process Improvement - Process redesign, business rules, product definition and pricing, change management - - System Integration and Data Conversion - development of interfaces and data conversion routines to support the integrated solution - - Testing - system, integration, and performance test of legacy applications to achieve end-to-end transaction functionality and performance - - Architecture - environment setup and management for development of the Transformation applications - - Deployment planning - training planning & delivery, operations support D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-33 * PHASE D&B ROLE D&B RESPONSIBILITY - ------------------------------------------------------------------------------------------------------------------------------ * * - * - * - * - * - * - * * - * - * - * - * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-34 PHASE D&B ROLE D&B RESPONSIBILITY - --------------------------------------------------------------------------------------------------------------------------------- * - * - * - * - * - * * - * - * - * - * - * * - * - * - * * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-35 PHASE D&B ROLE D&B RESPONSIBILITY - ---------------------------------------------------------------------------------------------------------------------------------- - * * - * - * - * * - * - * * * - * - * - * - * - * - * - * - * - * - * - * * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-36 PHASE D&B ROLE D&B RESPONSIBILITY - ------------------------------------------------------------------------------------------------------------------------------ * - * - * * * - * - * - * - * - * - * - * - * * - * * - * - * - * * - * - * - * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-37 PHASE D&B ROLE D&B RESPONSIBILITY - ------------------------------------------------------------------------------------------------------------------------------ - * - * * * - * - * - * * - * - * - * - * - * - * - * - * - * * - * - * * * - * - * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-38 PHASE D&B ROLE D&B RESPONSIBILITY - -------------------------------------------------------------------------------------------------------------------------------- * - * * - * - * - * - * - * - * - * - * - * - * - * - * * - * - * * * - * - * * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-39 PHASE D&B ROLE D&B RESPONSIBILITY - ------------------------------------------------------------------------------------------------------------------------- * - * - * - * * - * * * - * - * - * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. A-7-3-40 E. ACCEPTANCE FRAMEWORK At the beginning of each phase, acceptance criteria will be defined for each Deliverable in that phase. Upon the completion of each phase, IBM will conduct a formal checkpoint with D&B to confirm the completion of key Deliverables and establish a reasonable justification for moving into the next phase. IBM will distribute to D&B the Deliverables and sign-off documentation required at each checkpoint. BENEFITS & INITIATIVE VALIDATION The phase-end review for the Benefits & Initiative Validation phase will confirm the completion of the following key Deliverables: - Current State Assessment - Target State Environment Definition - Business capability requirements - Solution architecture definition - Organizational realignment plan - Transformation Benefits Model - Change Management Approach - Transformation Project Plan - Transformation Program Governance REQUIREMENT DEFINITION AND HIGH LEVEL DESIGN The phase-end review for Requirements Definition and High Level Design phase will confirm the completion of the following key Deliverables: - Integrated Desktop Solution Requirements Definition and High Level Design - Web Self Service Requirements Definition and High Level Design - IVR Enhancements Requirements Definition and High Level Design - Data Conversion Requirements Definition and High Level Design - Knowledge Management Requirements Definition and High Level Design DETAILED DESIGN The phase-end review for the Design phase will confirm the completion of the following key Deliverables: - Integrated Desktop Solution Detailed Design - Web Self Service Detailed Design - IVR Enhancements Detailed Design - Data Conversion Detailed Design - Knowledge Management Detailed Design D&B / IBM Confidential A-7-3-41 - Detailed Process Design - Organizational Design BUILD / UT The phase-end review for the Build and Unit Test phase will confirm the completion of the following key Deliverables: - Unit Tested Integrated Desktop Solution - Unit Tested Website Enhancements - Unit Tested IVR Enhancements - Unit Tested Data Conversion Programs - Unit Tested Knowledge Management System TESTING The phase-end review for the Testing phase will confirm the completion of the following key Deliverables: - System Test case execution (including resolution of critical defects) - Integration Test case execution (including resolution of critical defects) - Performance Test case execution (including resolution of critical defects) - User Acceptance Test case execution (including resolution of critical defects) IBM will work with D&B during the Analysis and Design phases to identify mutually agreeable categories of product and application performance for the website enhancements, IVR enhancements, and Integrated Desktop Solution. These categories will be reviewed and mutually agreed upon at the end of the Design stage to determine appropriate performance metrics by which the performance of the configured software will be measured in order to meet the commercially reasonable business requirements to support D&B's business operations. The performance metrics will include assumptions regarding the hardware and network architecture usage, volumes, system load, CPU capacity, network availability, etc. IBM will conduct performance tests after the software has been configured. IBM and D&B will each tune the software components for which they are respectively responsible, as mutually agreed by the Parties. DEPLOYMENT The phase-end review for the Deployment phase will confirm the completion of the following key Deliverables: - Successful Cutover of Integrated Desktop Solution - Successful Cutover of Web Self Service Enhancements - Successful Cutover of IVR Enhancements - Successful Cutover of Data Conversion - Successful Cutover of Knowledge Management Application - Successful Training Delivery D&B / IBM Confidential A-7-3-42 - Successful Deployment of Realigned Agent Roles and Responsibilities. D&B / IBM Confidential A-7-3-43 SCOPE/ SITE DETAIL DEP. ARR. GEO WORK TYPE CLUSTER FUNCTION DEPARTURE COUNTRY ARRIVAL COUNTRY - --- --------- ------- -------- --------- ------- ------- ------- * * * * * * * * IN SCOPE/ BASELINE FTES ------------------------------- ---------- FTE Baseline Day 1 (D&B) (IBM FTE) Rebadged ------------ --------- -------- ---------- * * * * HR CONSULTATION/ ACTIVITIES --------------------------- START END OFFER EXTENDED OFFER ACCEPTED REBADGED START ----- --- -------------- -------------- -------------- * * * * * * KNOWLEDGE TRANSFER -------------------------------------------------------------------------------------- PROCESS MAPPING PROCESS IMPROVEMENT --------------------------------------- -------------------------------------------- START END D&B SMEs START END D&B SMEs ------- -------- -------- -------- ------- -------- * * * * * * CURRICULUM AND SIMULATION DEVELOPMENT ------------------------------------------------------------------------------------------- TRAINING DEVELOPMENT RAIN THE TRAINER CC: CLASS ROOM @ D&B CC: OJT @D&B -------------------------------------------- -------------------------------------------- START END D&B SMEs START END D&B SMEs ------- ------- -------- ----- --- -------- INFRASTRUCTURE --------------------------------------------------------------------------------- DATA INSTALLED VOICE INSTALLED DESKTOP INSTALLED VPN INSTALLED TESTED/ READY -------------- --------------- ----------------- ------------- ------------- * * * * * CLASSROOM AND SIMULATED TRAINING AT IBM SITES ---------------------------------------------------------------------------------------------------- CLASSROOM OJT ------------------------------------------------- -------------------------------------------- START END D&B SMEs Start End D&B SMEs --------- -------- -------- ------- ------- -------- * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. RAMP UP CHECK POINT RAMP UP TO 100% EFFECTIVENESS ------------------- ------------------------------------- RAMP UP CHECK POINT START END D&B SMEs ------------------- ----- --- -------- * * * * D&B FTE Ramp DOWN Counts (earliest FTE can be released) D&B FTE Ramp DOWN Dates --------------------------------------------------------- ----------------------------------------------- CHECK CHECK CHECK FINAL CHECK CHECK CHECK FINAL BASE FTE POINT 1 POINT 2 POINT 3 CHECK POINT POINT 1 POINT 2 POINT 3 CHECK POINT -------- ------- ------- ------- ----------- ------- ------- ------- ----------- * * * * * * * * * HR RELEASE DATES 100% CALLS/ WORK (EFFECTIVE HR RELEASE DATE) LOAD TRANSITIONED --------------------------------------------------------------------------- ----------------- CHECK POINT 1 CHECK POINT 2 CHECK POINT 3 FINAL CHECK POINT 100% ------------- ------------- ------------- ----------------- ---- * * * * * POST "GO LIVE" SUPPORT LANGUAGE SUPPORT --------------------------- --------------------------------------------------------------------------- START END D&B SMEs ENG ITA FLEMMISH FRA DUTCH GER ARAB RUS NORDIC SPA/POR TUR ----- --- -------- --- --- ------------ ----- --- -------- ------ ------- --- * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. CALL CENTER EU SEPT OCTOBER NOVEMBER DECEMBER ---- ---------------------------- ------------------------------------ -------------- 27 4 11 18 25 1 8 15 22 29 6 13 WK-1 WK 1 WK 2 WK 3 WK 4 WK 5 WK 6 WK 7 WK 8 WK 9 WK 10 WK 11 * * * * * * * * * * * * * CALL CENTER EU DECEMBER JANUARY ------------- ------------------------------------- 20 27 3 10 17 24 31 WK 12 WK 13 WK 14 WK 15 WK 16 WK 17 WK 18 ----- ----- ----- ----- ----- ----- ----- * * * * * * * * CALL CENTER EU FEBRUARY MARCH ----------------------------- ----------------------------- 7 14 21 28 7 14 21 28 WK 19 WK 20 WK 21 WK 22 WK 23 WK 24 WK 25 WK 26 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * CALL CENTER EU APRIL MAY ----------------------------- ------------------------------------- 4 11 18 25 2 9 16 23 30 WK 27 WK 28 WK 29 WK 30 WK 31 WK 32 WK 33 WK 34 WK 35 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER EU JUNE JULY ----------------------------- ----------------------------- 6 13 20 27 4 11 18 25 WK 36 WK 37 WK 38 WK 39 WK 40 WK 41 WK 42 WK 43 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * CALL CENTER EU AUGUST SEPTEMBER ------------------------------------- ----------------------------- 1 8 15 22 29 5 12 19 26 WK 44 WK 45 WK 46 WK 47 WK 48 WK 49 WK 50 WK 51 WK 52 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER EU OCTOBER NOVEMBER ------------------------------------- ----------------------------- 3 10 17 24 31 7 14 21 28 WK 53 WK 54 WK 55 WK 56 WK 57 WK 58 WK 59 WK 60 WK 61 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * DECEMBER ------------------------------------- 5 12 18 26 WK 62 WK 63 WK 64 WK 65 ----- ----- ----- ----- * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. CALL CENTER NA SEPT OCTOBER NOVEMBER DECEMBER ---- ---------------------------- ------------------------------------- ----------------------------- 27 4 11 18 25 1 8 15 22 29 6 13 20 27 WK-1 WK 1 WK 2 WK 3 WK 4 WK 5 WK 6 WK 7 WK 8 WK 9 WK 10 WK 11 WK 12 WK 13 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----- ----- ----- ----- * * * * * * * * * * * * * * * CALL CENTER NA JANUARY FEBRUARY ------------------------------------- ------------------------------- 3 10 17 24 31 7 14 21 28 WK 14 WK 15 WK 16 WK 17 WK 18 WK 19 WK 20 WK 21 WK 22 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER NA MARCH APRIL ---------------------------- ----------------------------- 7 14 21 28 4 11 18 25 K 23 WK 24 WK 25 WK 26 WK 27 WK 28 WK 29 WK 30 ---- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * CALL CENTER NA MAY JUNE ------------------------------------- ----------------------------- 2 9 16 23 30 6 13 20 27 WK 31 WK 32 WK 33 WK 34 WK 35 WK 36 WK 37 WK 38 WK 39 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER NA JULY AUGUST ----------------------------- -------------------------------------- 4 11 18 25 1 8 15 22 29 WK 40 WK 41 WK 42 WK 43 WK 44 WK 45 WK 46 WK 47 WK 48 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER NA SEPTEMBER OCTOBER ----------------------------- ------------------------------------- 5 12 19 26 3 10 17 24 31 WK 49 WK 50 WK 51 WK 52 WK 53 WK 54 WK 55 WK 56 WK 57 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * CALL CENTER NA NOVEMBER DECEMBER ----------------------------- ---------------------------- 7 14 21 28 5 12 18 26 WK 58 WK 59 WK 60 WK 61 WK 62 WK 63 WK 64 WK 65 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. DATA PROGRAMMING SEPT OCTOBER NOVEMBER - ---------------- ---- ----------------------------- ------------------------------------ 27 4 11 18 25 1 8 15 22 29 WK-1 WK 1 WK 2 WK 3 WK 4 WK 5 WK 6 WK 7 WK 8 WK 9 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- * * * * * * * * * * * DATA PROGRAMMING DECEMBER JANUARY - ---------------- ----------------------------- ------------------------------------- 6 13 20 27 3 10 17 24 31 WK 10 WK 11 WK 12 WK 13 WK 14 WK 15 WK 16 WK 17 WK 18 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * DATA PROGRAMMING FEBRUARY MARCH - ---------------- ----------------------------- ----------------------------- 7 14 21 28 7 14 21 28 WK 19 WK 20 WK 21 WK 22 WK 23 WK 24 WK 25 WK 26 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * DATA PROGRAMMING APRIL MAY - ---------------- ----------------------------- ------------------------------------- 4 11 18 25 2 9 16 23 30 WK 27 WK 28 WK 29 WK 30 WK 31 WK 32 WK 33 WK 34 WK 35 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * DATA PROGRAMMING JUNE JULY - ---------------- ----------------------------- ----------------------------- 6 13 20 27 4 11 18 25 WK 36 WK 37 WK 38 WK 39 WK 40 WK 41 WK 42 WK 43 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * DATA PROGRAMMING AUGUST SEPTEMBER - ---------------- ------------------------------------- ----------------------------- 1 8 15 22 29 5 12 19 26 WK 44 WK 45 WK 46 WK 47 WK 48 WK 49 WK 50 WK 51 WK 52 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * DATA PROGRAMMING OCTOBER NOVEMBER - ---------------- ------------------------------------- ----------------------------- 3 10 17 24 31 7 14 21 28 WK 53 WK 54 WK 55 WK 56 WK 57 WK 58 WK 59 WK 60 WK 61 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. DATA PROGRAMMING DECEMBER - ---------------- ------------------------------ 5 12 18 26 WK 62 WK 63 WK 64 WK 65 ----- ----- ----- ----- * * * * * TRANSACTION PROCESSING SEPT OCTOBER NOVEMBER DECEMBER ---- ---------------------------- ------------------------------------ -------------- 27 4 11 18 25 1 8 15 22 29 6 13 WK-1 WK 1 WK 2 WK 3 WK 4 WK 5 WK 6 WK 7 WK 8 WK 9 WK 10 WK 11 * * * * * * * * * * * * * TRANSACTION PROCESSING DECEMBER JANUARY ------------- ------------------------------------- 20 27 3 10 17 24 31 WK 12 WK 13 WK 14 WK 15 WK 16 WK 17 WK 18 ----- ----- ----- ----- ----- ----- ----- * * * * * * * * TRANSACTION PROCESSING FEBRUARY MARCH ----------------------------- ----------------------------- 7 14 21 28 7 14 21 28 WK 19 WK 20 WK 21 WK 22 WK 23 WK 24 WK 25 WK 26 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * TRANSACTION PROCESSING APRIL MAY ----------------------------- ------------------------------------- 4 11 18 25 2 9 16 23 30 WK 27 WK 28 WK 29 WK 30 WK 31 WK 32 WK 33 WK 34 WK 35 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * TRANSACTION PROCESSING JUNE JULY ----------------------------- ----------------------------- 6 13 20 27 4 11 18 25 WK 36 WK 37 WK 38 WK 39 WK 40 WK 41 WK 42 WK 43 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * CALL CENTER EU SEPT OCTOBER AUGUST SEPTEMBER ------------------------------------- ----------------------------- 1 8 15 22 29 5 12 19 26 WK 44 WK 45 WK 46 WK 47 WK 48 WK 49 WK 50 WK 51 WK 52 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER EU SEPT OCTOBER OCTOBER NOVEMBER ------------------------------------- ----------------------------- 3 10 17 24 31 7 14 21 28 WK 53 WK 54 WK 55 WK 56 WK 57 WK 58 WK 59 WK 60 WK 61 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * CALL CENTER EU SEPT OCTOBER DECEMBER ------------------------------------- 5 12 18 26 WK 62 WK 63 WK 64 WK 65 ----- ----- ----- ----- * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. FINANCIAL SERVICES SEPT OCTOBER NOVEMBER - ------------------ ---- ----------------------------- ------------------------------------ 27 4 11 18 25 1 8 15 22 29 WK -1 WK 1 WK 2 WK 3 WK 4 WK 5 WK 6 WK 7 WK 8 WK 9 ----- ---- ---- ---- ---- ---- ---- ---- ---- ---- * * * * * * * * * * * FINANCIAL SERVICES DECEMBER JANUARY ----------------------------- ------------------------------------- 6 13 20 27 3 10 17 24 31 WK 10 WK 11 WK 12 WK 13 WK 14 WK 15 WK 16 WK 17 WK 18 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * FINANCIAL SERVICES FEBRUARY MARCH - ------------------ ----------------------------- ----------------------------- 7 14 21 28 7 14 21 28 WK 19 WK 20 WK 21 WK 22 WK 23 WK 24 WK 25 WK 26 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * FINANCIAL SERVICES APRIL MAY - ------------------ ----------------------------- ------------------------------------- 4 11 18 25 2 9 16 23 30 WK 27 WK 28 WK 29 WK 30 WK 31 WK 32 WK 33 WK 34 WK 35 ----- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * * JUNE JULY ---------------------------- ----------------------------- 6 13 20 27 4 11 18 25 WK 36 WK 37 WK 38 WK 39 WK 40 WK 41 WK 42 WK 43 ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * AUGUST SEPTEMBER ----------------------------------- ------------------------- 1 8 15 22 29 5 12 19 26 WK44 WK 45 WK 46 WK 47 WK 48 WK 49 WK 50 WK 51 WK 52 --- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * OCTOBER NOVEMBER ------------------------------------ ------------------------------- 3 10 17 24 31 7 14 21 28 K 53 WK 54 WK 55 WK 56 WK 57 WK 58 WK 59 WK 60 WK 61 ---- ----- ----- ----- ----- ----- ----- ----- ----- * * * * * * * * * DECEMBER ------------------------------ 5 12 18 26 WK 62 WK 63 WK 64 WK 65 ----- ----- ----- ----- * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. CALL CENTER REBADGE MAY, JUNE, 2005 JULY, 2005 AUGUST, 2005 2005 -------------------------- --------------------------- ------------------------------------ 30 6 13 20 27 4 11 18 25 1 8 15 22 29 WK1 WK2 WK3 WK4 WK5 WK6 WK7 WK8 WK9 WK10 WK11 WK12 WK13 WK14 ------- --- --- --- --- --- --- --- ---- ---- ---- ---- ---- * * * * * * * * * * * * * * CALL CENTER REBADGE SEPTEMBER, 2005 OCTOBER, 2005 NOVEMBER, 2005 ---------------------------- ------------------------------------ ---------------------------- 5 12 19 26 3 10 17 24 31 7 14 21 28 WK15 WK16 WK17 WK18 WK19 WK20 WK21 WK22 WK23 WK24 WK25 WK26 WK27 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- * * * * * * * * * * * * * * CALL CENTER REBADGE DECEMBER, 2005 ----------------------------- 5 12 18 26 WK28 WK29 WK30 * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. SCHEDULE B SERVICE LEVELS 1. INTRODUCTION This Schedule B sets forth certain quantitative Service Levels and Critical Service Levels against which IBM's performance of the Services will be measured. IBM shall perform the Services at or above the levels of performance indicated in this Schedule B. This Schedule also describes the methodology for calculating Service Level Credits that IBM will provide to D&B if IBM fails to meet or exceed any Critical Service Level and such failure is not excused. 2. DEFINITIONS 2.1 CERTAIN DEFINITIONS. (a) "Business Day" shall mean Monday through Friday from 08:00 to 18:00, Local Market Time, excluding public holidays recognized by D&B in each local market. (b) "Critical Service Level" shall mean those Service Levels set forth in this Schedule B that are designated by D&B as "Critical Service Levels". The Critical Service Levels are listed in Exhibit B-5 (Critical Service Levels). (c) "Local Market Time" shall mean the time in the local market where D&B or D&B Affiliates are receiving Services. (d) "Measurement Period" shall mean, for a Service Level, the period during which IBM shall measure and report on performance against the Service Level. (e) "Monthly Performance Report" shall mean a report to be delivered monthly by IBM to D&B assessing and reporting on IBM's performance of the Services as against the Service Levels. (f) "Service Level Credit" shall mean a monetary credit payable by IBM to D&B pursuant to this Schedule B on account of an unexcused failure to meet a Critical Service Level. (g) "Service Level Default" shall mean any failure of IBM to meet a Service Level or to timely monitor, measure and report its performance against a Service Level unless such failure is excused pursuant to Section 3.5. B - 1 2.2 OTHER TERMS. Other terms used in this Schedule B are either defined in the context in which they are used or are defined elsewhere in the Agreement, and in each case shall have the meanings there indicated. 3. SERVICE LEVEL METHODOLOGY 3.1 MEASUREMENT TOOLS. (a) IBM shall measure its performance against each Service Level using the measurement tools and methodologies identified for such Service Level in Exhibits B-1 through B-4, or such other means as are mutually agreed upon by the Parties. IBM shall have operational, administrative, maintenance, and financial responsibility for all tools required to measure IBM's performance against the Service Levels. (b) IBM shall provide D&B, where reasonably available, with on-line, read-only access to the monitoring and performance management data and tools used by IBM to monitor the Services and measure performance against the Service Levels. At a minimum, D&B will continue to have online access to any performance monitoring data to which D&B had online access in the period preceding the Effective Date. (c) Unless expressly stated otherwise in Exhibits B-1 through B-3, if a tool or process does not exist as of the Effective Date to measure all elements of a Contact Center, Data Programming, or Transaction Processing Service Level, then: (i) The elements of the Service Level that cannot be measured shall be excluded from the Interim Service Level measurement unless the Parties identify an appropriate measurement tool or process to measure such elements during Transition using the Change Management Process described in Section 13.4 of the Agreement; and (ii) IBM shall develop and implement an appropriate measurement tool or process required to measure all elements of the Service Level prior to the date the Steady State Service Level becomes effective. 3.2 MEASUREMENT AND REPORTING. (a) Except as otherwise specified in Exhibits B-1 through B-4, the Measurement Period for each Service Level shall be a calendar month. (b) IBM shall provide to D&B by the 10th day of the month immediately following the relevant Measurement Period a Monthly Performance Report for each Country Location (in an agreed format) with respect to which IBM's performance can be determined in an automated fashion. In the case of Service Levels for which an assessment of IBM's performance requires manual measurement calculations, IBM shall provide D&B an addendum to the Monthly Performance Report by the 15th day of the month immediately following the relevant Measurement Period. B - 2 The Monthly Performance Reports shall include notification to D&B of any Service Level Defaults during the month, including an analysis of the root causes of such defaults, the extent to which the same Service Level Default has occurred on previous occasions, associated trend analyses and a description of remedial and/or preventative steps taken or planned to be taken by IBM. (c) Upon D&B's request, IBM shall provide, and D&B shall have access to, Service Level data as requested by D&B to verify the accuracy of IBM's Monthly Performance Reports, in machine-readable form suitable for use on a personal computer where practicable without material additional expense. (d) The Service Level reports, and any supporting data and information, shall be D&B Confidential Information. (e) Except as otherwise stated, all references to time refer to Local Market Time, all references to days refer to calendar days, and all references to months refer to calendar months. 3.3 FAILURE TO MEET SERVICE LEVELS. If IBM fails to meet a Service Level, IBM shall promptly (taking into consideration the severity of the failure): (a) investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the problem, including performing a root cause analysis of the problem; (b) Provide copies of the root cause analysis and all related documentation of the problem to D&B, upon request; (c) Advise D&B, as and to the extent requested by D&B, of the status of remedial efforts being undertaken with respect to such problem; (d) Minimize the impact of and correct the problem and begin meeting the Service Level; and (e) Take appropriate preventive measures so that the problem does not recur. 3.4 IMPROVEMENT PLANS. Without limiting IBM's other obligations under this Schedule B, if IBM fails to meet any Service Level two or more months in any rolling six month period, IBM shall provide D&B a detailed plan for improving IBM's performance with respect to such Service Level within the first ten (10) Business Days following the second failure. The plan shall be in writing and include detailed descriptions of any required staffing adjustments, process improvements, and enhancements to IBM technology and other resources used to provide the Services. Once the plan is approved by D&B, IBM shall (a) provide the necessary resources and promptly implement the plan and (b) report upon its progress in implementing the plan to D&B on a weekly basis or more frequently if requested. B - 3 3.5 EXCUSED SERVICE LEVEL FAILURES. If IBM fails to meet a Service Level and establishes that: (a) D&B's failure or that of a D&B third party contractor or subcontractor, to perform one or more of its express responsibilities under the Agreement was the root cause of IBM's failure to meet such Service Level, and IBM used Commercially Reasonable Efforts to perform and achieve the Service Level notwithstanding the presence and impact of such D&B failure; or (b) Such failure was excused pursuant to Section 22.5 of the Agreement (Force Majeure); then such failure shall not constitute a Service Level Default, and IBM shall otherwise be excused from achieving such Service Level for as long as D&B fails to perform such retained responsibility or the Force Majeure Event persists and IBM continues to use Commercially Reasonable Efforts to prevent, overcome, or mitigate the adverse effects of such failure. IBM shall not be excused from a failure to achieve a Service Level other than under this Section 3.5. 3.6 MULTIPLE SERVICE LEVEL CONDITIONS. Where a Service Level includes multiple conditions or components (e.g., components (a), (b), (c)), satisfaction of each and every condition or component (i.e., components (a), (b) and (c)) is necessary to meet the corresponding Service Level. 3.7 COUNTING BUSINESS DAYS. Service Levels that are stated as a number of Business Days shall be measured as follows except as otherwise provided in Exhibits B-1 through B-4: (a) For requests, inputs, or other data received before 3:00 p.m. on a Business Day, "1 Business Day" shall mean by the end of the same Business Day. (b) For requests, inputs, or other data received after 3:00 p.m. on a Business Day, "1 Business Day" shall mean by the end of the next Business Day. 3.8 SAMPLE GROUPS. Where expressly stated in Exhibits B-1 through B-4, IBM's performance against the Service Levels will be measured using a Sample Group. The "Sample Group" shall be a statistically significant sample, with a 95% confidence level and 4% confidence interval. 3.9 GLOBAL SERVICE EXCELLENCE. (a) In addition to meeting the Service Levels, IBM shall use Commercially Reasonable Efforts to provide the Services at a consistent level of performance across all Country Locations. This includes providing Services for smaller countries with the same accuracy, quality, and timeliness that Services are B - 4 provided in larger countries such as the U.S., regardless of whether such consistency is required to meet the Service Levels. (b) Many of the Service Levels measure IBM's aggregate performance across multiple Country Locations (rather than on a country-by-country basis). In addition to measuring and reporting on IBM's performance against such Service Levels, IBM shall measure and report separately on its performance in each Country Location (e.g., if a Service Level measures response time in Europe, IBM shall measure its performance against that Service Level, and also measure response time for each Country Location in Europe). The more granular country-by-country measurements shall not be considered additional "Service Levels", but rather shall be used for information purposes to track IBM performance of the Services in each Country Location and to assess whether IBM is meeting its obligation to provide consistent Service to all such locations under Section 3.9(a) above. 4. SERVICE LEVEL CREDIT METHODOLOGY 4.1 DESIGNATION OF CRITICAL SERVICE LEVELS. As of the Effective Date, the Critical Service Levels are identified as such in Exhibit B-5 (Critical Service Levels). D&B shall have the right from time to time to change, in its sole discretion, the designation of any Service Level to a Critical Service Level, or to change the designation of any Critical Service Level to a non-Critical Service Level, no more frequently than quarterly, and upon ninety (90) days' written notice to IBM. For any Service Level changed to a Critical Service Level, D&B may in its discretion designate the applicable Critical Service Level Percentage, subject to the limitation described in Section 4.2(b)(i). 4.2 SERVICE LEVEL CREDITS. * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B - 5 * 4.3 SPECIAL REVENUE COMMITMENT SERVICE LEVELS. * 4.4 NOTIFICATION AND PAYMENT OF SERVICE LEVEL CREDITS. (a) IBM shall identify each Critical Service Level Default occurring in a month in the Monthly Performance Report issued during the following month. (b) For each Service Level Credit that D&B elects to receive pursuant to this Schedule B, IBM shall provide such credit to D&B on the invoice for the calendar month immediately following D&B's election. If there will be no further invoice, IBM will pay the amount of the Service Level Credit to D&B within thirty (30) calendar days after the date of the last invoice. 5. ADDITIONS AND MODIFICATIONS TO SERVICE LEVELS 5.1 GENERAL. In response to changes in D&B's business needs, or to reflect changes in or evolution of the Services, the Parties shall add, delete or change Service Levels during the Term in order to ensure that the Service Levels provide a fair, accurate and consistent measurement of the full range of IBM's performance of the Services throughout the Term. * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B - 6 5.2 NEW SERVICE LEVELS. (a) New Service Levels may be implemented after both Parties have agreed to the means by which the Service Levels are to be measured and the tools that will be used for such measurement. (b) Promptly after the Parties have agreed on the measurement methodology, IBM will measure current performance relative to the new Service Level for six (6) months (i.e., IBM will develop six (6) monthly measures for the Service Level). (c) After the six monthly measurements have been obtained, the new Service Level will be set to the average of the six (6) measurements, provided that in no event will the new Service Level be less than IBM's standard service level (if any) for the same Service. (d) IBM agrees to use all Commercially Reasonable Efforts to begin the six (6) month measurement period as promptly as possible following identification of the new Service Level. IBM further agrees to use all Commercially Reasonable Efforts to achieve the highest possible Service Levels during the measurement period. (e) For new Service Levels that apply to Services in existence as of the Commencement Date, IBM shall not reduce the level of resources dedicated to performing such Services during the measurement period described in this Section 5.2. 5.3 AUTOMATIC ADJUSTMENTS TO THE SERVICE LEVELS. At the commencement of each Contract Year beginning with the second Contract Year, each Service Level (other than those that have been excepted from the automatic reset requirements by mutual agreement of the Parties, as indicated in Exhibits B-1 through B-4) will be reset to the better of: (a) the average of the monthly measurements for such Service Level for the six (6) months of the previous twelve (12) months that reflect the best performance for such twelve (12) month period, and (b)(i) for Service Levels expressed in terms of "at least xx%," the existing Service Level plus seven percent (7%) of the difference between the Service Level and one hundred percent (100%), or (ii) for Service Levels expressed in terms of "less than xx%" or in terms of speed or elapsed time, the existing Service Level minus seven percent (7%) of the difference between the Service Level and zero (0). Notwithstanding the foregoing, no Service Level will be changed by more than ten percent (10%) of the difference between the existing Service Level and one hundred percent (100%) or zero (0), whichever is applicable as provided above, unless the Parties specifically agree to waive the ten percent (10%) limitation. For the avoidance of doubt, in no event shall the foregoing automatic adjustment result in a worsening of a Service Level from D&B's perspective. 6. SERVICE LEVEL CODES Each of the Service Levels in Exhibit B-1 (Contact Center Service Levels), Exhibit B-2 (Data Programming Service Levels), and Exhibit B-3 (Transaction B - 7 Processing Service Levels) has been designated with a letter code in the applicable "Code" column. This Section 6 describes the terms and conditions that shall apply to each such letter code. 6.1 CODE "A" SERVICE LEVELS The following shall apply to each Service Level with a Code "A" designation: (a) The Service Level shall be effective beginning on the applicable Service Commencement Date of the Services, or portion of the Services, covered by such Service Level; and (b) For the Contact Center Service Levels in Exhibit B-1 only, for the first 90 days following the Service Commencement Date, no Service Level Credit will be assessed against IBM for missing the Service Level in a month, unless IBM's performance falls below eighty-five percent (85%) of the Service Level in that month. 6.2 CODE "B" SERVICE LEVELS The following shall apply to each Service Level with a Code "B" designation: (a) The Interim Service Level shall be effective beginning on the applicable Service Commencement Date of the Services, or portion of the Services, covered by such Service Level; (b) The Steady State Service Level shall be effective (and replace the Interim Service Level) after the following time periods: (i) For Services primarily performed by IBM Personnel transitioned from D&B to IBM on the Effective Date (i.e., re-badged employees), the Steady State Service Level shall be effective 180 days after such Services are migrated to the steady state IBM location described in Exhibit A-6 (IBM Solutions). (ii) For Services primarily performed by IBM Personnel that were not transitioned to IBM on the Effective Date, the Steady State Service Level shall be effective 180 days following the Service Commencement Date; and (c) For the Contact Center Service Levels in Exhibit B-1 only, for the first 90 days following the Service Commencement Date, no Service Level Credit will be assessed against IBM for missing the Interim Service Level in a month, unless IBM's performance falls below 85% of the Interim Service Level in that month. This waiver of Service Level Credits shall not apply to the Inquiry Screening Service Level in Section 4 of Exhibit B-1. 6.3 CODE "C" SERVICE LEVELS The following shall apply to each Service Level with a Code "C" designation: B - 8 (a) If an Interim Service Level is specified in Exhibits B-1 through B-4, then: (i) The Interim Service Level shall be effective on the applicable Service Commencement Date of the Services, or portion of the Services, covered by such Service Level; and (ii) For the Contact Center Service Levels in Exhibit B-1 only, for the first 90 days following the Service Commencement Date, no Service Level Credit will be assessed against IBM for missing the Interim Service Level in a month, unless IBM's performance falls below 85% of the Interim Service Level in that month. (b) Unless expressly stated otherwise for the Service Level, during the first 90 days following the Service Commencement Date, IBM shall develop and implement measurement tools and processes required to measure the Steady State Service Level, including any specific measurement tool or process specified for such Service Level in this Schedule B; (c) During the second 90 day period immediately following the Service Commencement Date ("Benchmarking Period"), IBM will benchmark performance against the Steady State Service Level using the new measurement tools and processes; (d) Immediately following the Benchmarking Period, a Steady State Service Level will be established equal to the average performance demonstrated by the benchmarked data collected during the last two (2) months of the Benchmarking Period, provided that (1) the Steady State Service Level may not be lower than the Interim Service Level (if one is specified) and (2) if the benchmarked data demonstrates performance that is unsatisfactory to D&B, IBM will develop a plan to improve performance and the Parties will meet to establish a mutually agreeable Steady State Service Level. IBM shall use all Commercially Reasonable Efforts to achieve the highest possible Service Levels during the Benchmarking Period. (e) The Steady State Service Level shall be effective (and replace the Interim Service Level if one is specified) after the Steady State Service Level is established pursuant to Section 6.3(d) above. 6.4 CODE "D" SERVICE LEVELS The following shall apply to each Service Level with a Code "D" designation: (a) The Interim Service Level shall be effective on the applicable Service Commencement Date of the Services, or portion of the Services, covered by such Service Level. IBM will continue to meet or exceed the Interim Service Level through December 31, 2005. (b) The Stage 1 Steady State Service Level shall replace the Interim Service Level on January 1, 2006. IBM will meet or exceed the Stage 1 Steady State Service Level through June 30, 2006. B - 9 (c) The Stage 2 Steady State Service Level shall replace the Stage 1 Steady State Service Level on July 1, 2006. IBM will meet or exceed the Stage 2 Steady State Service Level thereafter for the remainder of the Term. 6.5 MULTIPLE SERVICE LEVEL CODES For Service Levels with two letter code designations, the following shall apply: (a) The portion of the Service Level covered by each letter code shall be measured, and benchmarked if appropriate, in accordance with the terms above in this Section 6. (b) Example #1 explains how the Press Data - Accuracy Service Level in Exhibit B-3 (Transaction Processing Service Levels) shall be measured. There is no Interim Service Level specified and the Steady State Service Level requires 99% accuracy. The Service Level is designated as a code "C" for Italy and a code "A" for the UK. (i) Press Data in the UK (designated as code "A") is subject to the 99% accuracy requirement beginning on the Service Commencement Date. (ii) Press Data in Italy (designated as code "C") is not subject to a Service Level on the Service Commencement Date. During the Benchmarking Period required for code "C" Service Levels, Press Data - accuracy will be measured for Press Data in the aggregate in both Italy and the UK. The Steady State Service Level shall be adjusted in accordance with Section 6.3(d) above to reflect the addition of Press Data in Italy to the aggregate measurement. (c) Example #2 explains how the Press Data - Completeness Service Level in Exhibit B-3 (Transaction Processing Service Levels) shall be measured. The Interim Service Level requires 98% completeness and the Steady State Service Level requires 100% completeness. The Service Level is designated as a code "A" for Italy and a code "B" for the UK. (i) On the Service Commencement Date, the 100% completeness requirement shall apply to Press Data in Italy (designated as a code "A") and the 98% completeness requirement shall apply to Press Data in the UK (designated as a code "B"). IBM must meet or exceed both requirements in order to meet the Service Level. (ii) Press Data in both Italy and the UK shall be subject to the 100% requirement once the Steady State Service Level becomes effective. B - 10 EXHIBIT B-1 CONTACT CENTER SERVICE LEVELS 1. DEFINITIONS AND TERMS 1.1 DEFINITIONS (a) "Abandoned Call Percentage" shall mean the percentage of telephone Inbound Contacts and Chat Requests routed to an Agent Queue, other than Short Abandoned Calls which shall be excluded from the Abandoned Call Percentage calculation, that are terminated prior to being answered by an Agent. (b) "Agent" shall mean an IBM representative assigned to provide Contact Center Services. (c) "Agent Queue" shall mean an End User queue to correspond with an Agent, including queues to speak with an Agent, to online chat with an Agent, or to receive a call back from an Agent. (d) "Call Back Response Time" shall mean the elapsed time between (i) the moment IBM receives a request for a call back from an End User, until (ii) the moment the IBM calls the End User submitting the request. (e) "Chat Request" shall mean a request for an online chat with an Agent. (f) "Completeness Error" shall mean a failure of an Agent to update one or more data fields in a record, contract, Family Tree, or other document with all information reasonably available to the Agent during a Contact, including information that the Agent can obtain by asking questions during the Contact. With respect to Family Tree updates, a Completeness Error shall mean a failure to include a corporate location or branch in the update. (g) "Contact" shall have the meaning given in Exhibit A-1 (Contact Center Services). (h) "Contact Center Services" shall have the meaning given in Schedule A (IBM Services and Solutions). (i) "Decision Maker" shall mean a person with authority to make purchasing or other financial commitments on behalf of his or her company. Decision Maker(s) shall include the following: (i) Primary Managers are those who own twenty percent (20%) or more of the business or carry a title that would identify them as a significant principal. Examples of significant titles include: Chairman, President, Chief Executive Officer, Chief Financial Officer, Owner, or D&B / IBM Confidential B1-1 General Partner. Significant principals are those who are primarily responsible for the decisions that drive the business; (ii) Secondary Managers are those who own less than twenty percent (20%) of the business and who do not carry a title that would identify them as a significant principal. Examples of secondary managers' titles include: Vice President, Manager who is a five percent (5%) owner; (iii) Other managers who have no ownership interest but hold positions with functional responsibility and should be listed by name and functional area of responsibility in the applicable D&B record. Typical examples would be: Controller, VP-Human Resources, VP-Manufacturing, or Limited Partner; (iv) Non-Owner Managers who have no ownership but hold positions with decision making authority should be listed in the same way as Primary Managers; and (v) Directors who are generally designated as inside (individuals working for the corporation being reported) or outside (individuals not employed by the corporation being reported). Inside director antecedent requirements are a function of primary or secondary manager status. Outside directors need only their current activity, i.e., employment, retirement, etc. (j) "E-mail Response" shall mean a request from customer for services received via e-mail through the D&B website. (k) "Inbound Contact Category" for purposes of this Exhibit B-1 shall mean any of the categories of Inbound Contacts listed below. For purposes of measuring Service Levels, these Inbound Contact Categories include Inbound Contacts received by telephone and Chat Requests from any Market. Each of the Inbound Contacts provided below are defined in Exhibit C-1 (Transaction Types and Transaction Measurement ). (i) The Customer Support Inbound Contact Category includes the following: (A) Order Requests; (B) Entity Queries; (C) Customer Service Requests; (D) Usage Requests; and D&B / IBM Confidential B1-2 (E) DUNSVoice Assistance Requests. (ii) The Technical Support Inbound Contact Category includes Technical Support Requests. (l) "Interim Service Level" shall mean a Service Level specified in the "Interim Service Level" column for a particular Service Level in this Exhibit B-1. (m) "Market", for purposes of measuring the Service Levels, shall mean each of the following: (i) North America (i.e., the U.S. and Canada); (ii) the U.K. (including Ireland); (iii) Benelux (i.e., Belgium, the Netherlands, and Luxembourg); and (iv) Italy. (n) "Properly Documented", with respect to Inbound Contacts, shall mean logged into the appropriate tracking system with all required information, and categorized as the correct Contact type for Service, Service Level, and pricing purposes. (o) "Qualified Lead" shall have the meaning given in Section 5.2(b) of Exhibit A-1 (Contact Center Services). (p) "Outbound Service Request" shall have the meaning given in Section 1.1 of Exhibit A-1 (Contact Center Services). (q) "Primary Designated Fields" shall mean the following fields: (i) Super 7 elements (i.e., name of business, address, phone number, SIC code, CEO name and title, sales volume, and number of employees); (ii) E-mail addresses; (iii) Entity officers; and (iv) Entity Ownership. (r) "Quality Error" shall mean an inaccurate, duplicative, or other erroneous entry or categorization of data in a D&B record, contract, usage adjustment, D&B Family Tree, or other document, including number transposition, incorrect categorization of information, discrepancy in duplicate records, inconsistency between statements and reporting information, spelling errors, and with respect to Family Tree updates, inconsistent or inaccurate lines of business, subsidiaries, or branches. D&B / IBM Confidential B1-3 (s) "Record Re-Work" shall mean re-work required to correct a Completeness Error or Quality Error identified by IBM, D&B, or a third party. (t) "Secondary Designated Fields" shall mean all record fields other than those included in the Primary Designated Fields. (u) "Self Awareness Product" shall mean an RMS product containing information about the End User requesting the product (rather than information about other companies). (v) "Severe Risk Tip" shall mean information about potential fraud reported by an Agent to D&B for investigation based on criteria established by the Parties. (w) "Short Abandoned Call" shall mean a call that is abandoned by the caller within two (2) seconds after reaching an Agent Queue. (x) "Speed of Answer Time" shall mean the elapsed time between (i) the moment an Inbound Contact made by telephone or Chat Request reaches an Agent Queue, and (ii) the moment the Inbound Contact or Chat Request is answered by an Agent. (y) "Steady-State Service Level" shall mean a Service Level specified in the "Steady State Service Level" column for a particular Service Level in this Exhibit B-1. (z) "Traditional RMS Product" shall mean an RMS product containing information about companies other than the End User requesting the product (i.e., a Traditional RMS Product is an RMS Product other than a Self Awareness Product). (aa)"Turn-Around Time" shall mean the elapsed time between (i) the moment IBM receives a Outbound Service Request, inquiry, Record Re-Work request, or other request for Services or processing via e-mail, telephone or other means, until (ii) the moment IBM has completed all activities required to resolve the Outbound Service Request, inquiry, Record Re-work, or other request (including those activities described in Exhibit A-1 (Contact Center Services) and provided the required output to D&B or a D&B customer and updated the appropriate systems and records. D&B / IBM Confidential B1-4 1.2 ADDITIONAL RULES APPLICABLE TO INTERIM SERVICE LEVELS (a) With the exception of the following North American Turn-Around Time Service Level Categories, the Interim Service Levels set forth in this Exhibit B-1 shall not be subject to further review or adjustment after the Effective Date: (i) Contract Administration Request (Contract Entry); (ii) Contract Administration Request (Name and Address Changes); (iii) E-mail Response; (iv) E-Update Validation (Regular and Financial); (v) Fulfillment Request (Originating Reports); (vi) Fulfillment Request (Trade Requests); (vii) Inquiry Screening Transaction; and (viii) Usage Requests (Complex). (b) With respect to the eight (8) North American Turn-Around Time Service Levels set forth above, the Parties agree that IBM will review and attempt to validate the Interim Service Levels set forth in Section 10.2(a) of this Exhibit B-1 (Contact Center Service Levels) using the data provided by D&B, within ten (10) Business Days following the Effective Date ("Data Review Period"). D&B will provide IBM with the resources reasonably necessary to assist IBM in interpreting the data during the Data Review Period. If at the end of the Data Review Period the Parties agree that the data supplied by D&B does not support the applicable Interim Service Level(s), the Parties will meet to discuss and mutually agree upon any adjustments that may be necessary to such Interim Service Level(s). 1.3 ADDITIONAL DESIGNATIONS AND SERVICE LEVEL CREDIT RULES Each of the Service Level tables below contains a "Designation" column. This Section 1.3 describes the terms and conditions that apply to each letter designation in the Designation column. (a) If IBM fails to meet the "(a)" element of a Service Level with an "X" in the Designation column of the tables below, then the full Service Level Credit associated with such Service Level shall be payable. If IBM fails to meet D&B / IBM Confidential B1-5 the "(b)" element of such Service Level for one or more Markets, then a Service Level Credit shall be payable for each such failure in a Market (i.e., more than one (1) Service Level Credit shall be payable if the Service Level is missed in more than one Market) and shall be calculated as follows: (i) For the Italy, UK, and Benelux Markets, the Service Level Credit shall equal A x B x C where: (A) A = The total Service Level Credit resulting from a miss of the applicable Service Level calculated in accordance Section 4 of Schedule B (Service Levels); (B) B = The percentage of the total charges invoiced to the Market(s) for which the "(b)" component of the Service Level was missed in such month; and (C) C = 2. (ii) For the North America Market, the Service Level Credit shall equal A x B where: (A) A = The total Service Level Credit resulting from a miss of the applicable Service Level calculated in accordance Section 4 of Schedule B (Service Levels); and (B) B = The percentage of the total charges invoiced to North America for such month. (b) If IBM fails to meet a Service Level with an "E" in the Designation column of the tables below for a particular Market, a Service Level Credit shall not be payable unless IBM has missed the Service Level in the same Market three (3) times during the rolling twelve (12) month period ending in such month (i.e., Service Level Credits shall be payable for the 4th miss, and each subsequent miss, in a rolling twelve (12) month period). (c) If IBM fails to meet the "(b)" element of a Service Level with an "F" in the Designation column of the tables below for a particular Market, a Service Level Credit shall not be payable unless IBM missed the Service Level in the same Market during the previous month. (d) The automatic continuous improvement provision in Section 5.3 of Schedule B (Service Levels) shall not apply to Service Levels with a "G" in the Designation column of the tables below. (e) Service Levels with an "H" in the Designation column of the tables below shall be measured each month using data from the rolling three (3)-month period ending in such month. D&B / IBM Confidential B1-6 (f) Service Levels with an "I" in the Designation column of the tables below shall be measured each month using data from the rolling twelve (12)-month period ending in such month. (g) The ASA Service Levels with a "J" in the Designation column of the tables below shall be reviewed by the Parties in accordance with the following: If IBM demonstrates prior to the date the Steady State Service Level becomes effective that it is not possible to achieve the required twenty-five (25) second ASA in element "(a)" or twenty-six (26) second ASA in element"(b)" using the IBM Personnel and solution described in Exhibit A6-4 (Contact Center Solution), then the Parties shall adjust such Service Level to a level that IBM can meet using such IBM Personnel and solution; provided, however, that the "(a)" element of such Service Level shall not be adjusted below thirty (30) seconds and the "(b)" element shall not be adjusted below thirty-one and one half (31.5) seconds. (h) The actual Service Levels set forth in the "(b)" element of Service Levels with an "K" in the Designation column of the tables below are equal to ninety-five (95%) of the "(a)" element for such Service Level. Any new or revised Service Levels with an "X" designation shall apply this ratio. (i) Service Levels with an "L" in the Designation column of the tables below shall be measured on a calendar basis. Service Levels with an "M" in the Designation column of the tables below shall be measured on a monthly calendar specified by D&B. (j) As of the Effective Date, Contacts covered by Service Levels with an "N" in the Designation column of the tables cannot be segregated by Inbound Contact Category or Gold Service Contacts in the European Market. IBM shall implement a process or technology that can segregate such Contacts prior to the date the Steady State Service Level becomes effective. (k) For Service Levels with an "O" in the Designation column of the tables below, IBM will not be responsible for meeting the "(b)" element of the Service Level until IBM implements the contact management system described in Attachment A-7-3 (Transformation Solution) (scheduled for January 1, 2006). (l) For Service Levels with a "P" in the Designation column of the tables below, IBM will not be responsible for meeting the Service Level until IBM implements the contact management system described in Attachment A-7-3 (Transformation Solution) (scheduled for January 1, 2006). D&B / IBM Confidential B1-7 2. INBOUND CONTACTS STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ ASA - REGULAR B Average Speed of Answer ("ASA") for Inbound Contacts ASA calculated CONTACTS received by telephone for each category below shall be using ACD data. less than or equal to the levels specified below. Short Abandoned Element "(a)" defines the ASA requirement that IBM Calls shall be shall achieve in the aggregate for all Markets. excluded from this calculation. Element ("b") defines the ASA requirement IBM shall achieve in each individual Market (i.e., ASA in each Gold Service Calls Market when measured individually must be less than shall be excluded or equal to the specified level). from this calculation. ASA - Aggregate B (a) 52 seconds in the (a) 25 seconds in the X, J, K Measure for aggregate; aggregate; and Customer Support (b) 25 seconds in the (b) 26 seconds in the North and Technical aggregate and 26 seconds America Market and each Support in each Market in Europe; Market in Europe. and (c) 55 seconds in the North American Market. ASA - Customer B (a) 52 seconds in the (a) 25 seconds in the X, E, J, K, N Support aggregate; and aggregate; and (b) 55 seconds in the (b) 26 seconds in the North North American Market. America Market and each Market in Europe. ASA - Technical B (a) 52 seconds in the (a) 25 seconds in the X, E, J, K, N Support aggregate; and aggregate; and (b) 55 seconds in the (b) 26 seconds in the North North American Market. America Market and each Market in Europe. D&B / IBM Confidential B1-8 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ ASA - GOLD B ASA for Inbound Contacts ASA for Inbound Contacts ASA calculated F, N, P SERVICE CONTACTS received by telephone from received by telephone from using ACD data Gold Service Customers Gold Service Customers shall be less than or equal shall be less than or equal Short Abandoned to 20 seconds, measured to: Calls shall be in the aggregate for the excluded from this North American Market. (a) 20 seconds, measured in calculation. the aggregate for all Markets; and (b) 22 seconds, measured separately for the North America Market and each Market in Europe SERVICE FACTOR - B Speed of Answer for Inbound Contacts received by Speed of Answer REGULAR CONTACTS telephone for each category below shall be less than or Times for all equal to the corresponding levels specified below. Inbound Contacts received by Element "(a)" defines the percentage of calls, measured telephone are in the aggregate for all Markets, that must have a Speed determined using of Answer Time less than or equal to twenty (20) ACD data. seconds. Element "(b)" defines the percentage of calls in each individual Market that must have a Speed of Answer Time less than or equal to twenty (20) seconds (i.e., Speed of Answer in each Market when measured individually must be less than or equal to the specified level). D&B / IBM Confidential B1-9 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Service Factor - B (a) 71% in the aggregate; (a) 80% in the aggregate; X, K Aggregate Measure (b) 80% in the aggregate and for Customer and 84% in each Market (b) 84% in the North Support and in Europe; and America Market and each Technical Support (c) 75% in the North Market in Europe American Market Service Factor - B (a) 71% in the aggregate; (a) 80% in the aggregate; X, E, K, N Customer Support and and (b) 75% in the North (b) 84% in the North American Market America Market and each Market in Europe Service Factor - B (a) 71% in the aggregate; (a) 80% in the aggregate; X, E, K, N Technical Support and and (b) 75% in the North (b) 84% in the North American Market America Market and each Market in Europe D&B / IBM Confidential B1-10 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ SERVICE FACTOR - B Speed of Answer Time Speed of Answer Time shall Speed of Answer F, N GOLD SERVICE shall be less than or equal be less than or equal to 20 Times for all CONTACTS to 20 seconds for 90% of seconds for: Inbound Contacts Inbound Contacts received received by by telephone from Gold (a) 90% of Inbound telephone are Service Customers in the Contacts received by determined using North America Market. telephone from Gold Service ACD data. Customers, measured in the aggregate for all Markets; and (b) 86% of Inbound Contacts received by telephone from Gold Service Customers, measured separately for the North America Market and each Market in Europe. CALL BACK TIME A (a) 80% of Call Back (a) 80% of Call Back Call back time for Response Times shall be Response Times shall be all Call Back less than or equal to 2 less than or equal to 2 requests is Business Hours; and Business Hours; and determined using ACD data (b) 99.9% of Call Back (b) 99.9% of Call Back Response Times shall be Response Times shall be This Service Level less than or equal to 4 less than or equal to 4 applies to U.S. Business Hours. Business Hours. calls as of Effective Date and any other markets in the future that implement call back functionality. D&B / IBM Confidential B1-11 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ ABANDONED CALL B Abandoned Call Percentage for Inbound Contacts Abandoned Call PERCENTAGE received by telephone for each category below shall be percentage ("ACP") less than or equal to the corresponding level specified calculated using below. ACD data. Element "(a)" defines the maximum Abandoned Call Percentage requirement for calls measured in the aggregate in all Markets. Element "(b)" defines the maximum Abandoned Call Percentage requirement for calls in each individual Market (i.e., Abandoned Call Percentage in each Market when measured individually must be less than or equal to the specified level). ACP - Aggregate B (a) 6.1% in the aggregate; (a) 5% in the aggregate; and X, K measure for (b) 5% in the aggregate in (b) 5.25% in the North Customer Support Europe and 5.25% in each America Market and each and Technical Market in Europe; and Market in Europe Support (c) 6.4% in the North American Market ACP - Customer B (a) 6.1% in the aggregate; (a) 5% in the aggregate; and X, E, K, N Support and (b) 5.25% in the North (b) 6.4% in the North America Market and each American Market Market in Europe ACP - Technical B (a) 6.1% in the aggregate; (a) 5% in the aggregate; and X, E, K, N Support and (b) 5.25% in the North (b) 6.4% in the North America Market and each American Market Market in Europe D&B / IBM Confidential B1-12 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ PERCENTAGE OF C N/A Less than [TBD]% of IBM shall provide CALLS PLACED ON telephone Inbound and implement a HOLD Contacts answered by an measurement tool Agent shall be placed on or methodology to hold at any time during the measure this call. Service Level. This Service Level shall be measured in the aggregate for all Inbound Contact Categories and Markets. AVERAGE ON HOLD C N/A For all telephone Inbound IBM shall provide TIME Contacts placed on hold by and implement a an Agent after being measurement tool answered, the average hold or methodology to time shall be less than measure this [TBD] seconds. Service Level. This Service Level shall be measured in the aggregate for all Inbound Contact Categories and Markets. D&B / IBM Confidential B1-13 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ FIRST TIME C N/A At least [TBD]% of Inbound IBM shall provide RESOLUTION Contacts received by and implement a telephone or Chat Request measurement tool shall be resolved with the or methodology to End User's concurrence measure this prior to the termination or Service Level. transfer of the Inbound Contact. This Service Level shall be measured in the aggregate for all Inbound Contact Categories and Markets. Reopened Ticket C N/A (a) Less than [TBD]% of the IBM shall provide Percentage Inbound Contact tickets and implement a (Inbound Contacts) opened by IBM measured in measurement tool the aggregate for all or methodology to Markets shall be reopened measure this within 30 days; and Service Level. (b) In no single Market shall more than [TBD]% of Inbound Contact tickets opened by IBM be reopened within 30 days. D&B / IBM Confidential B1-14 3. SEVERE RISK TIPS STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Severe Risk Tip B At least 0.6% of all (i) At least 1% of all (i) D&B IBM's performance will G Ratio - (U.S. D&B Entity Query Entity Query Requests; be measured using Only) Requests; (ii) CRC (ii) CRC Renewal D&B's Severe Risk Web Renewal Requests; (iii) Requests; (iii) eUpdate Tool. eUpdate Requests; (iv) Requests; (iv) Fulfillment Requests; Fulfillment Requests; (v) The volume of Entity (v) Service Failure - Service Failure - U.S.; Query Requests and U.S.; and (vi) and (vi) Complaints - Outbound Service Complaints - U.S. U.S. referred to IBM Requests will be reflected referred to IBM each each month shall result on IBM's monthly month shall result in a in a Severe Risk Tip. invoice. Severe Risk Tip. High Risk B At least 32% of Severe At least 45% of Severe IBM's performance will Severe Risk Tip Risk Tips classified as Risk Tips classified as be measured using Accuracy Rate - High Risk Severe Risk High Risk Severe Risk D&B's Severe Risk Web (U.S. Only) Tips submitted by IBM Tips submitted by IBM Tool. to D&B for to D&B for investigation investigation shall shall result in a finding result in a finding of of fraud. fraud. Business B At least 32% of Severe At least 42% of Severe IBM's performance will Deterioration Risk Tips classified as Risk Tips classified as be measured using Severe Risk Tip Business Deterioration Business Deterioration D&B's Severe Risk Web Accuracy Rate - Severe Risk Tips Severe Risk Tips Tool. (U.S. only) submitted by IBM to submitted by IBM to D&B for investigation D&B for investigation shall result in a shall result in a finding finding of Business of Business Deterioration. Deterioration. D&B / IBM Confidential B1-15 4. OUTBOUND SERVICE REQUESTS The Service Levels in this Section 4 shall apply to all Outbound Service Requests other than File Updates (i.e., file maintenance and file build) in Europe. STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Outbound B IBM shall make contact with IBM shall make contact This is tracked in Service and interview a Decision with and interview a the productivity Requests Maker in at least: Decision Maker in at least: report that is Accepting produced from the Interview (a) 72% of Outbound Service (a) 75% of Outbound ICW statistics Requests, measured in the Service Requests, database (published aggregate for all Markets; and measured in the aggregate to the web). for all Markets; and (b) 62% of Outbound Service Requests, measured (b) 65% of Outbound separately for each Market. Service Requests, measured separately for each Market. Reopened C N/A (a) Less than [TBD]% of the IBM shall provide Ticket Outbound Ser vice and implement a Percentage Requests opened by IBM measurement tool (Outbound measured in the aggregate or methodology to Tickets) for all Markets shall be measure this reopened within 30 days; Service Level. and (b) In no single Market shall more than [TBD]% of Outbound Service Requests opened by IBM be reopened within 30 days. D&B / IBM Confidential B1-16 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Inquiry B At least 17% of Service Failure At least 20% of Service Service Failure data Screening Requests - U.S. shall be Failure Requests - U.S. captured in D&B resolved during the initial shall be resolved during ticket tracking Inquiry Screening described in the initial Inquiry systems. Section 3.6 of Exhibit A-1 Screening described in (Contact Center Services). Section 3.6 of Exhibit A-1 (Contact Center Services). 5. SALES ACTIVITY STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ GENERAL SALES Credit Card A (a) At least 85% of sales (a) At least 85% of sales This Service Level is G, O (Europe Sales of D&B Product in the of D&B Product in the measured in the only) Percentage North American Market North American Market Monthly Performance processed by IBM shall processed by IBM shall report using data provide for credit card provide for credit card obtained from the payment; and payment; and STATS database. (b) At least 85% of sales (b) At least 85% of sales IBM will not be of D&B Product in of D&B Product in responsible for Europe processed by Europe processed by meeting the "(b)" IBM shall provide for IBM shall provide for element of this Service credit card payment. credit card payment. Level until credit card sales for D&B Products in Europe have reached at least * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B1-17 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Electronic B - for (a) At least 79% of sales (a) At least 85% of sales Measured in the G Delivery North of D&B Product in the of D&B Product in the Monthly Performance Percentage America North American Market North American Market report using data ("EDP") processed by IBM shall processed by IBM shall obtained from the provide for electronic provide for electronic STATS database. delivery of the D&B delivery of the D&B Product; and Product; and C - for (b) At least [TBD]% of (b) At least [TBD]% of Europe sales of D&B Product sales of D&B Product in Europe processed by in Europe processed by IBM shall provide for IBM shall provide for electronic delivery of electronic delivery of the D&B Product. the D&B Product. TRADITIONAL RMS PRODUCTS D&B / IBM Confidential B1-18 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Number of B (a) At least 0.9% of (a) At least 1% of Item (a) of this Service Qualified Outbound Contacts Outbound Contacts Level applies to all Leads (North made by Agents in the made by Agents in the Outbound Contacts. America) North American Market North American Market shall result in a valid shall result in a valid Item (b) of this Service Qualified Lead; and Qualified Lead; and Level applies only to the following Inbound (b) At least 3.6% of (b) At least 4% of Contacts: (i) Order Inbound Contacts Inbound Contacts Requests, Customer made by Agents in the made by Agents in the Service Requests, and North American Market North American Market Entity Queries in the shall result in a valid shall result in a valid U.S., and (ii) Customer Qualified Lead. Qualified Lead. Service Requests in Canada. Measured in the eLeads Reporting system. Number of C (a) At least [TBD]% of (a) At least [TBD]% of Item (a) of this Service Qualified Outbound Contacts Outbound Contacts Level applies to all Leads made by Agents in made by Agents in Outbound Contacts. (Europe) Europe shall result in a Europe shall result in a valid Qualified Lead; valid Qualified Lead; Item (b) of this Service and and Level applies only to Order Requests and (b) At least [TBD]% of (b) At least [TBD]% of Customer Service Inbound Contacts Inbound Contacts Requests in Europe. made by Agents in made by Agents in Europe shall result in a Europe shall result in a valid Qualified Lead. valid Qualified Lead. D&B / IBM Confidential B1-19 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Qualified B - for (a) At least 14% of (a) At least 15.5% of This Service Level Lead Close North Qualified Leads Qualified Leads applies to Gold Service Rate America resulting from Inbound resulting from Inbound Qualified Leads and and Outbound and Outbound Qualified Leads in all Contacts in the North Contacts in the North geographies. American Market American Market provided to D&B shall provided to D&B shall Measured in the result in the sale of a result in the sale of a eLeads Reporting Traditional RMS Traditional RMS system. Product; and Product; and C - for (b) At least [TBD]% of (b) At least [TBD]% of Europe Qualified Leads Qualified Leads resulting from Inbound resulting from Inbound and Outbound and Outbound Contacts in Europe Contacts in Europe provided to D&B shall provided to D&B shall result in the sale of a result in the sale of a Traditional RMS Traditional RMS Product. Product. DUNS VOICE DUNS Voice A IBM shall locate the IBM shall locate the Measured using the G Record Hit appropriate records appropriate records DUNSVoice Assistance Rate requested by a caller requested by a caller System during at least 84% of during at least 84% of DUNSVoice Inbound DUNSVoice Inbound Contacts. Contacts. SELF AWARENESS PRODUCTS D&B / IBM Confidential B1-20 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Close Rate B - for (a) At least 19% of (a) At least 22% of Measured using data for Self North Entity Query Requests Entity Query Requests obtained from the Awareness America in the North American in the North American STATS and IQ Product Sales Market shall result in Market shall result in databases the sale of a Self the sale of a Self Awareness Product; Awareness Product; and and C - for (b) At least [TBD]% of (b) At least [TBD]% of Europe Entity Query Requests Entity Query Requests in Europe shall result in Europe shall result in the sale of a Self in the sale of a Self Awareness Product Awareness Product 6. QUALITY AND COMPLETENESS IBM's performance against the quality and completeness Service Levels (other than Transferred Contact Percentage) shall be measured using a Sample Group of contacts, updates, or other transactions (as applicable). STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Percentage of B For the first 90 days Beginning 180 days Measured using the G Contacts following implementation of following implementation contact management Properly the contact management of the contact system to be developed Documented system, at least 85% of the management system, at and implemented by Inbound and Outbound least 98% of the Inbound IBM. Contacts answered or and Outbound Contacts initiated by an Agent shall answered or initiated by be properly documented. an Agent shall be properly documented. D&B / IBM Confidential B1-21 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Unable to A The percentage of Service The percentage of Service Measured using the D&B Locate ("UTL") Failure Outbound Service Failure Outbound Service Tracker system that Rate (North Requests in the North Requests in the North controls tickets that America) American Market for which America Market for which come through the IBM is unable to locate the IBM is unable to locate servers. requested report shall be the requested report shall less than 7.1%. be less than 7.1%. Unable to A The percentage of Service The percentage of Service Measured using the D&B Locate ("UTL") Failure Outbound Service Failure Outbound Service Tracker system that Rate (Europe) Requests in the Markets in Requests in the Markets controls tickets that Europe for which IBM is in Europe for which IBM come through the unable to locate the is unable to locate the servers. requested report shall be requested report shall be less than 5.1%. less than 5.1%. Transferred B Less than 13% of the Less than 8% of the Measured using switch P Contact Inbound Contacts Inbound Contacts call records Percentage answered by an Agent shall answered by an Agent be transferred to D&B or a shall be transferred to third party for resolution. D&B or a third party for resolution. D&B / IBM Confidential B1-22 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Record Update B At least 90% of Primary At least 98% of (a) Family Tree updates Accuracy Rate Designated Fields and Primary Designated Fields shall be excluded from (North Secondary Designated in and (b) 95% of this Service Level. America) Fields in the North Secondary Designated American Market updated Fields in the North D&B will perform QA or added by IBM during a American Market updated checks on a sample of customer interaction shall or added by IBM during a records using D&B's be updated or added customer interaction shall existing QA forms and without Quality Errors. be updated or added methodology. without Quality Errors. Record Update B At least 90% of Primary At least 98% of (a) Family Tree updates Accuracy Rate Designated Fields and Primary Designated Fields shall be excluded from (Europe) Secondary Designated and (b) 95% of Secondary this Service Level. Fields in Europe records Designated Fields in updated or added by IBM Europe updated or added D&B will perform QA during a customer by IBM during a customer checks on a sample of interaction shall be interaction shall be records using D&B's updated or added without updated or added without existing QA forms and Quality Errors. Quality Errors. methodology. Record B At least 90% of the North At least 98% of the North Family Tree updates Opportunity American records updated American records updated shall be excluded from Completeness or added by IBM during a or added by IBM during a this Service Level. Quality customer interaction shall customer interaction shall (North be updated or added be updated or added D&B will perform QA America) without Completeness without Completeness checks on a sample of Errors Errors. records using D&B's existing QA forms and methodology. D&B / IBM Confidential B1-23 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Record B At least 90% of European At least 98% of European Family Tree updates Opportunity records updated or added records updated or added shall be excluded from Completeness by IBM during a customer by IBM during a customer this Service Level. Quality interaction shall be interaction shall be (Europe) updated or added without updated or added without D&B will perform QA Completeness Errors. Completeness Errors. checks on a sample of records using D&B's existing QA forms and methodology. Family Tree B At least 92% of the Family At least 98% of the Family Performance against this H Corporate Tree Corporate Family Tree Corporate Family Service Level shall be Family Update Updates shall be completed Updates shall be measured by dividing the Accuracy Rate by IBM without Quality completed by IBM without number of Family Tree Errors. Quality Errors. records in a sample group of records updated by IBM without Quality Errors, by the total number of Family Tree records in the sample group updated by IBM. D&B will perform QA checks on a sample of family trees using D&B's existing QA forms and methodology. D&B will choose the sample group each month. The sample will be at least 2 trees per agent per month, or a total of 6 trees in a rolling three month period. D&B / IBM Confidential B1-24 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Family Tree B Each Family Tree for which Each Family Tree for Performance against this H Corporate IBM has finished its which IBM has finished Service Level shall be Family Update updates in a month shall its updates in a month measured by dividing the Opportunity be at least 92% complete. shall be at least 98% number of complete and Completeness complete. accurate records Rate obtained and documented by IBM in the Family Trees in a sample group, by the total number of records publicly available for the Family Trees in the sample group) * 100. D&B will perform QA checks on a sample of family trees using D&B's existing QA forms and methodology. D&B will choose the sample group each month. The same 2 trees per agent per month that are measured for Family Tree Update Accuracy Rate above, will also be measured for Family Tree Opportunity Completeness Rate, for a total of 6 trees in a rolling three month period. D&B / IBM Confidential B1-25 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Contract B At least 95% of Contracts At least 98% of Contracts D&B will perform QA Entry processed by IBM shall be processed by IBM shall be checks on a sample of Accuracy Rate properly documented and properly documented and Contracts using D&B's processed without Quality processed without Quality existing QA forms and Errors or Completeness Errors or Completeness methodology. Errors. Errors. Usage B At least 92% of Usage At least 98% of Usage D&B will perform QA Adjustments Adjustments shall be Adjustments shall be checks on a sample of Accuracy Rate properly documented and properly documented and Usage Adjustments using processed by IBM without processed by IBM without D&B's existing QA forms Quality Errors or Quality Errors or and methodology. Completeness Errors. Completeness Errors. 7. RECORD COMPLETENESS SCORES 7.1 MEASUREMENT INFORMATION D&B has divided the records in its databases into three categories for purposes of this Service Level (i) Full Records, (ii) Branch Records, and (iii) DSRs. An overall completeness score for each of these categories of records ("Completeness Scores") shall be established and tracked as follows: (a) Each data element in each D&B record shall be given a point value. The data elements and weightings that will apply as of the Effective Date are provided in Attachment B-1-1 (Record Completeness Score Point Values). (b) If a data element field is complete in the D&B database, its weighted value will be added to the applicable overall Completeness Score. As IBM fills/completes additional data element fields in the D&B database, the overall Completeness Score will be increased to reflect the value of those elements. (c) IBM's performance against this Service Level will be measured by comparing the Completeness Scores at the beginning of the month for all of the records it accessed during the month, with the Completeness Score for the same records at the end of the month. D&B / IBM Confidential B1-26 (d) Upon thirty (30) days notice at any time during the Term, D&B may adjust the data element weightings in its sole discretion to refocus IBM on collecting and updating different elements. The Completeness Scores will be adjusted to reflect the modified weightings and IBM's performance will be measured against the adjusted scores. (e) Records reclassified as "Out of Business" in a month shall be excluded from this Service Level. At least fifty percent (50%) of the records reclassified as "Out-of-Business" shall be quality checked to ensure the subject companies are actually permanently out-of-business. (f) Point reductions that IBM establishes to D&B's reasonable satisfaction are caused by the removal of inaccurate or inappropriate data from D&B records shall be excluded from this Service Level, and the baseline Completeness Score for the month and year shall be reduced accordingly. All data within this category shall be logged by IBM and reviewed and approved at the end of each month by D&B. For example, (i) If a record has three (3) trade styles presented at a value of six (6) points, and two (2) of the three (3) trade styles are duplicates, then the correct response would be to delete two (2) of the trade styles. This data must be excluded from the baseline Completeness Score so that IBM is not penalized for removing the invalid data from the applicable records. (ii) If the record has a PO Box that was at one time accurate and the update reveals that the PO Box is no longer valid (perhaps because email has made the necessity obsolete), then the correct response would be to delete the PO Box. As in example (i), this data must be excluded from the baseline Completeness Score so that IBM is not penalized for removing the invalid data from the applicable records. 7.2 COMPLETENESS SCORE CATEGORIES (a) "Full Records" are records designated as BB report types, a BIR, or in layman's terms a record that has a Summary, Finance, History, and Operations section at a minimum. (b) "Branch Records" are created as a result of a customer inquiry or Family Tree activity that enhances Family Tree coverage and accuracy. They differ from Full Records and DSRs in the following ways: (i) No sales figure value is available (Super 6 elements rather than Super 7). (ii) Business registration, antecedent, history, email, linkage to parent company and employee variance are not available or do not make sense for Branch Records. D&B / IBM Confidential B1-27 (iii) Financial Statements can not be populated into Branch Records. (c) "DUNS Support Records" or "DSRs" are created as a result of an Inbound Contacts searching for a DUNS Number or Family Tree activity that enhances Family Tree coverage and accuracy. DSR records differ from Full Records and Branch Records in the following ways: (i) DSRs can be populated with sales figures. (ii) DSRs can be populated with essentially every element a Full Record can have. But the vast majority of time DSRs are skeletal records that are populated with the Super 7 elements necessary for a high quality marketing record. 7.3 RECORD COMPLETENESS SERVICE LEVEL STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Record C* N/A The Completeness This will be scored I Completeness Scores for Full Records through a manual Score - Full in the North American sampling until IBM Records (North Market accessed by IBM develops an America) shall increase by at least automated scoring [TBD]% during each system. rolling 12 month period. Record C* N/A The Completeness This will be scored I Completeness Scores for Full Records through a manual Score - Full in Europe accessed by sampling until IBM Records (Europe) IBM shall increase by at develops an least [TBD]% during automated scoring each rolling 12 month system. period. D&B / IBM Confidential B1-28 STEADY STATE SERVICE MEASUREMENT CATEGORY CODE INTERIM SERVICE LEVEL LEVEL TOOL / METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Record C* N/A The Completeness This will be scored I Completeness Scores for Branch through a manual Score - Branch Records in the North sampling until IBM Records (North American Market develops an America) accessed by IBM shall automated scoring increase by at least system. [TBD]% during each rolling 12 month period. Record C* N/A The Completeness This will be scored I Completeness Scores for Branch through a manual Score - Branch Records in Europe sampling until IBM Records (Europe) accessed by IBM shall develops an increase by at least automated scoring [TBD]% during each system. rolling 12 month period. Record C* N/A The Completeness This will be scored I Completeness Scores for DSR's in the through a manual Score - DSR's North American Market sampling until IBM (North America) accessed by IBM shall develops an increase by at least automated scoring [TBD]% during each system. rolling 12 month period. Record C* N/A The Completeness This will be scored I Completeness Scores for DSR's in through a manual Score - DSR's Europe accessed by IBM sampling until IBM (Europe) shall increase by at least develops an [TBD]% during each automated scoring rolling 12 month period. system. * During the first ninety (90) day period following the Service Commencement Date, the Parties shall establish baseline completeness scores using data from D&B's existing database performance and discuss whether a business case exists for creating an automated tool that will measure completeness across all records accessed by IBM (vs. a manual process that measures completeness across a sample group of records). During the second ninety (90) day period following the Service Commencement Date, the Parties shall measure IBM's performance D&B / IBM Confidential B1-29 and establish a Steady State Service Level using the methodology described in Section 6.3(d)of Schedule B (Service Levels). 8. QUALITY OF CUSTOMER INTERACTION INTERIM STEADY STATE SERVICE CATEGORY CODE SERVICE LEVEL LEVEL MEASUREMENT TOOL / METHOD - -------------------------------------------------------------------------------------------------------------------------------- U.S. C N/A [ ]% of Agent interactions IBM's performance will be measured by with End Users in the U.S. listening to a statistically significant shall meet or exceed sample of Agent / End User interactions applicable Agent Quality each month. Standards. "Agent Quality Standards" shall be established during the first 90 day period following Transition, and will include accent neutralization, adherence to scripts and sales obligations, tone, diction, and substantive knowledge about D&B processes, products, and systems. Canada C N/A [ ]% of Agent interactions Same as above with End Users in Canada shall meet or exceed applicable Agent Quality Standards. Italy C N/A [ ]% of Agent interactions Same as above with End Users in Italy shall meet or exceed applicable Agent Quality Standards. UK C N/A [ ]% of Agent interactions Same as above (including with End Users in the UK Ireland) shall meet or exceed applicable Agent Quality Standards. D&B / IBM Confidential B1-30 INTERIM STEADY STATE SERVICE CATEGORY CODE SERVICE LEVEL LEVEL MEASUREMENT TOOL / METHOD - -------------------------------------------------------------------------------------------------------------------------------- Benelux C N/A [ ]% of Agent interactions Same as above with End Users in Benelux shall meet or exceed applicable Agent Quality Standards. Family Tree C N/A [ ]% of Agent interactions Same as above with End Users regarding Family Tree Contacts shall meet or exceed applicable Agent Quality Standards. 9. CUSTOMER SATISFACTION INTERIM STEADY STATE SERVICE CATEGORY CODE SERVICE LEVEL LEVEL MEASUREMENT TOOL / METHOD - -------------------------------------------------------------------------------------------------------------------------------- U.S. C N/A [TBD]% of customers in The methodology for measuring the U.S. surveyed in a customer satisfaction that shall be used month shall give IBM a for purposes of this Service Level is rating of [TBD] or higher described in Section C of Att A-6-1 on a scale of [TBD] to (Contact Center Solution). [TBD]. Canada C N/A [TBD]% of customers in Same as above Canada surveyed in a month shall give IBM a rating of [TBD] or higher on a scale of [TBD] to [TBD]. Italy C N/A [TBD]% of customers in Same as above Italy surveyed in a month shall give IBM a rating of [TBD] or higher on a scale of [TBD] to [TBD]. D&B / IBM Confidential B1-31 INTERIM STEADY STATE SERVICE CATEGORY CODE SERVICE LEVEL LEVEL MEASUREMENT TOOL / METHOD - ---------------------------------------------------------------------------------------------------------------- UK C N/A [TBD]% of customers in Same as above (including the U.K. surveyed in a Ireland) month shall give IBM a rating of [TBD] or higher on a scale of [TBD] to [TBD]. Benelux C N/A [TBD]% of customers in Same as above Benelux surveyed in a month shall give IBM a rating of [TBD] or higher on a scale of [TBD] to [TBD]. Family Tree C N/A [TBD]% of Family Tree Same as above customers surveyed in a month shall give IBM a rating of [TBD] or higher on a scale of [TBD] to [TBD]. 10. TURN-AROUND TIMES 10.1 TURN-AROUND TIME SERVICE LEVELS - INCREMENTAL SERVICE LEVEL CREDITS * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B1-32 * 10.2 TURN-AROUND SERVICE LEVELS Each of the Turn-Around Time Service Levels in the tables below contains an "(a)" and a "(b)" element attributable to a designated category of Service request. Each element defines a minimum percentage of requests IBM shall process within the corresponding Turn-Around Time specified in such element. The Service Levels in Section 10.2(a) shall be measured in the aggregate for all requests in each category in the U.S. and Canada. The Service Levels in Section 10.2(b) shall be measured in the aggregate for all requests in each category in Europe. (a) North America STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Contract A (a) 95% of requests in N/A (a) 95% of requests in 24 Measured in the L Administration Request 24 hours and (b) 99% hours and (b) 99% of Contract Admin (Contract Entry) of requests in 48 requests in 48 hours. Reporting hours. document using the data that is housed on an internal web tool titled Contract Admin Manager D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B1-33 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Contract A (a) 95% of requests in N/A (a) 95% of requests in 1 Measured in the L Administration 1 day and (b) 99% of day and (b) 99% of Contract Admin Request (Name and requests in 2 days. requests in 2 days. Reporting document Address Changes) using the data that is housed on an internal web tool titled Contract Admin Manager Contract A (a) 85% of requests in N/A (a) 85% of requests in 1 Measured in the L Administration Request 1 day and (b) 99% of day and (b) 99% of Contract Admin (Account Transfer) requests in 2 days. requests in 2 days. Reporting document using the data that is housed on an internal web tool titled Contract Admin Manager E-mail Response B (a) 90% of requests in N/A (a) 95% of requests in 24 Measured in the L 24 hours and (b) 99% hours and (b) 99% of Sales and Service of requests in 48 requests in 48 hours. Postmaster web tool hours. D&B / IBM Confidential B1-34 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Standard Service D (a) 53% of requests in (a) 58% of requests (a) 64% of requests in 3 Measured in the L Failure - US and 3 days and (b) 99% of in 3 days and (b) 98% days and (b) 98% of D&B Ticker Complaints - US (not requests in 7 days. of requests requests in 5 days. Report including U.S. in 6 days. Priority 1 or 2 Day) Service Failure - US D (a) 90% of requests in (a) 93% of requests (a) 95% of requests in Measured in the L Priority 1-Day** 1.5 days and (b) 95% in 1.5 days and (b) 1.5 days and (b) 99% of D&B Ticker Report of requests in 2 97% of requests in 2 requests in 2 days. days. days. Service Failure - US D (a) 90% of requests in (a) 93% of requests (a) 95% of requests in Measured in the L Priority 2-Day** 2.5 days and (b) 95% in 2.5 days and (b) 2.5 days and (b) 99% of D&B Ticker Report of requests in 3 97% of requests in 3 requests in 3 days. days. days. CRC Renewals D (a) 85% of requests in (a) 87% of requests (a) 90% of requests in 60 Measured in the L 60 days and (b) 95% of in 60 days and (b) days and (b) 95% of Schedule Pace requests in 90 days. 95% of requests in requests in 90 days. Report and the 90 days. Associate/Overall productivity Reports D&B / IBM Confidential B1-35 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Record Rework C (a) [TBD] of requests N/A (a) [TBD] of requests in TBD M in [TBD] days and (b) [TBD] days and (b) [TBD]% [TBD]% of requests in of requests in [TBD] days. [TBD] days. Fulfillment Request D (a) Average of all (a) Average of all (a) Average of all Measured in the L (Originating Reports) requests in 3.4 days requests in 3.2 days requests in 3.0 days and ICW Production and (b) 99% of and (b) 99% of (b) 99% of requests in 5 Report using requests in 7 days. requests in 6 days. days. data from the Quality Stats database. Fulfillment Request D (a) Average of all (a) Average of all (a) Average of all Tracked manually L (Trade Requests) requests in 4 days and requests in 3.75 days requests in 3.5 days and using data from (b) 99% of requests in and (b) 99% of (b) 99% of the Tracer Systems 7 days. requests in 6 days. requests in 5 and PYS access days. database Inquiry Screening A (a) Average of all (a) Average of all Measured in the L Transaction requests in 0.83 days requests in 0.83 days and Screening Report and (b) 99% of (b) 99% of requests in 2 using data from ICW requests in 2 days. days. / Mainframe D&B / IBM Confidential B1-36 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Usage Requests D (a) Average of all (a) Average of all (a) Average of all Measured in the L (Complex) requests in 2.4 days requests in 2.2 days requests in 2.0 days and Flash Report and (b) 99% of and (b) 99% of (b) 99% of requests in 7 using data that requests in 7 days. requests in 7 days. days. is retrieved from an internal web tool called Usage Monthly Reports Family Tree - A (a) 95% of the N/A (a) 95% of the assigned Measured through M, G Corporate Family assigned trees in 30 trees in 30 days and (b) D&B's internal Updates (Scheduled) days and (b) 100% of 100% of the assigned tracking database the assigned trees in trees in 60 days. 60 days. Family Tree Linkage D (a) 90% of requests in (a) 90% of requests (a) 90% of requests in 7 Measured in the M Validation and Error 10 days and (b) 99% of in 8 days and (b) 99% days and (b) 98% of Children On Stop Resolution requests in 30 days. of requests in 25 requests in 20 days. Report days. Family Tree Corporate D (a) 90% of requests in (a) 93% of requests (a) 95% of requests in 10 Measured in the M Updates (ad hoc) 14 days and (b) 98% of in 12 days and (b) days and (b) 98% of Family Tree requests in 30 days. 98% of requests in 30 requests in 30 days. Completed Report days. D&B / IBM Confidential B1-37 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ ACUG Public Records A 95% of the assigned N/A 95% of the assigned Measured in the L Update* requests in 30 days requests in 30 days and ACUG Reporting and 100% of assigned 100% of assigned requests document requests in 60 days. in 60 days. E-Update Validation D (a) Average of all (a) Average of all (a) Average of all Measured in the L (Regular and Financial) requests in 6 days and requests in 5 days requests in 4 days and eUpdate Turnaround (b) 99% of requests in and (b) 99% of (b) 99% of requests in 30 and eUpdate 30 days. requests in 30 days. days. Productivity Reports * With respect to the ACUG Public Company Service Level set forth above, D&B will forecast monthly volumes at the beginning of each calendar year based on the average monthly volumes for the prior calendar year ("ACUG Monthly Volumes)". (1) During the Interim Service Level period, the ACUG Public Company Service Levels shall not apply to: (a) any volume of ACUG Public Company Services in excess of one hundred percent (100%) of the applicable ACUG Monthly Volumes, except that D&B may request up to one hundred-ten percent (110%) of such volumes four (4) months out of each rolling twelve (12)-month period or (b) any volume of ACUG Public Company Services in excess of one hundred-ten (110%) of the applicable ACUG Monthly Volumes. (2) During the Stage 1 Steady State Service Level period, the ACUG Public Company Service Levels shall not apply to: (a) any volume of ACUG Public Company Services in excess of one hundred percent (100%) of the applicable ACUG Monthly Volumes, except that D&B may request up to one hundred-fifteen (115%) of such volumes four (4) months out of each rolling twelve (12)-month period or (b) any volume of ACUG Public Company Services in excess of one hundred-fifteen (115%) of the applicable ACUG Monthly Volumes. (3) During the Stage 2 Steady-State Service Level period, the ACUG Public Company Service Levels shall not apply to (a) any volume of ACUG Public Company Services in excess one hundred percent (100%) of the applicable ACUG Monthly Volumes, except that D&B may request up to one hundred twenty five (125%) of such volumes four (4) D&B / IBM Confidential B1-38 months out of each rolling twelve (12)-month period or (b) any volume of ACUG Public Company Services in excess of one hundred twenty-five (125%) of the applicable ACUG Monthly Volumes. ** Requests in the Service Failure - US Priority 1-Day and Service Failure - US Priority 2-Day categories will be designated by D&B as Priority 1-Day or 2-Day as requested by the customer. (b) Europe STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Service Failures - D (a) 88% of requests in (a) 92% of requests in 3 (a) 95% of requests in 3 Various D&B L Europe (Excluding 3 days and (b) 99% of days and (b) 99% of days and (b) 98% of European Priority) requests in 7 days. requests in 6 days. requests in 5 days. systems reports Service Failures - D (a) 80% of requests in (a) 86% of requests in 2 (a) 95% of requests in 2 Various D&B L Europe (Priority) 2 days and (b) 93% of days and (b) 98% of days and (b) 98% of European and all Complaints - requests in 3 days. requests in 3 days. requests in 3 days. systems reports Europe EMC Customer Service D (a) 80% of requests in (a) 83% of requests in 2 (a) 85% of requests in 2 Manual count L Requests 2 days. days. days and (b) 99% of requests in 5 days. D&B / IBM Confidential B1-39 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Family Tree A (a) 95% of the N/A (a) 95% of the assigned Measured M, G Corporate Updates assigned trees in 30 trees in 30 days and (b) through D&B's (Scheduled) days and (b) 100% of 100% of the assigned internal the assigned trees in trees in 60 days. tracking 60 days. database Family Tree D (a) 90% of requests in (a) 93% of requests in 12 (a) 95% of requests in 10 Measured in the M Corporate Updates 14 days and (b) 98% of days and (b) 98% of days and (b) 98% of Family Tree (ad hoc) requests in 30 days. requests in 30 days. requests in 30 days. Completed Report VIP Request C (a) [TBD]% of requests (a) [TBD]% of requests in (a) [TBD]% of requests in Measured in the L (Companies in in [TBD] time and (b) [TBD] time and (b) [TBD]% [TBD] time and (b) [TBD]% Online Usage Holland) [TBD]% of requests in of requests in [TBD] time. of requests in [TBD] time. Statement [TBD] time. VIP Request C (a) [TBD]% of requests (a) [TBD]% of requests in (a) [TBD]% of requests in Measured in the L (International in [TBD] time and (b) [TBD] time and (b) [TBD]% [TBD] time and (b) [TBD]% Online Usage companies other than [TBD]% of requests in of requests in [TBD] time. of requests in [TBD] time. Statement U.S. and Europe) [TBD] time. VIP Request (U.S. C (a) [TBD]% of requests (a) [TBD]% of requests in (a) [TBD]% of requests in Measured in the L or European in [TBD] time and (b) [TBD] time and (b) [TBD]% [TBD] time and (b) [TBD]% Online Usage companies other than [TBD]% of requests in of requests in [TBD] time. of requests in [TBD] time. Statement Holland) [TBD] time. D&B / IBM Confidential B1-40 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ Customer Service D (a) 80% of requests in (a) 83% of requests in 2 (a) 85% of requests in 2 Measured in L Requests - Europe 2 days. This will be days. This will be days and (b) 99% of WINIDM and OLA And Order Requests measured aggregating measured aggregating all requests in 5 days. - - Europe all requests from the requests from the following Service following Service Level Level Categories: (a) Categories: (a) Customer Customer Service, Service, Order Requests; Requests and Order (b) Technical Support; and Requests; (b) (c) all requests from Gold Technical Support; and Service Customer. (c) all requests from Gold Service Customers. Technical Support C N/A - See above. N/A - See above. (a) [TBD]% of requests in N/A - See above L Requests [TBD] days and (b) [TBD]% of requests in [TBD] days. Gold Service C N/A - See above. N/A - See above. (a) [TBD]% of requests in N/A - See above L Requests [TBD] days time and (b) [TBD]% of requests in [TBD] days. D&B / IBM Confidential B1-41 STAGE 1 STEADY STAGE 2 STEADY MEASUREMENT INTERIM SERVICE STATE SERVICE STATE SERVICE TOOL / CATEGORY CODE LEVEL LEVEL LEVEL METHOD DESIGNATION - ------------------------------------------------------------------------------------------------------------------------------------ File Update Request C* (a) [TBD]% of requests (a) [TBD]% of requests in (a) 95% of requests in 5 L (File Build) in 5 days and (b) 5 days and (b) [TBD]% of days and (b) 99% of [TBD]% of requests in requests in 10 days. requests in 10 days. 10 days. File Update C* (a) [TBD]% of (a) [TBD]% of (a) 95% of requests L Request requests in 5 requests in 5 days in 5 days and (b) (File days and (b) and (b) [TBD]% of 99% of requests in Maintenance) [TBD]% of requests in 10 10 days. requests in 10 days. days. * The Interim Service Levels in the File Update Request (File Build) and File Update Request (File Maintenance) Turn-Around Time Service Level Categories will be established on May 1, 2005, using the benchmarked data collected from the Service Commencement date through April 30, 2005. The Interim Service Level will remain in effect until October 1, 2005 when the Stage 1 Steady State Service Level becomes effective. The Stage 1 Steady State Service Level will be established based on the mid-point between the Interim Service Level and the Stage 2 Steady State Service Level, and will remain in effect until January 1, 2006. The Stage 2 Steady State Service Level will become effective on January 1, 2006 and will remain in effect for the remainder of the Term. (c) Personal Investigations Service Level During Transition, the Parties shall either (i) establish a Turn-Around Time Service Level for Personal Investigations in the US and Europe or (ii) incorporate Personal Investigations into existing Turn-Around Time Service Levels. Using historical data to be provided by D&B, the Parties will agree upon code designations for the new or adjusted Service Level and a corresponding Interim Service Level and Stage 1 and Stage 2 Steady State Service Levels if appropriate. D&B / IBM Confidential B1-42 ATTACHMENT B-1-1 RECORD COMPLETENESS SCORE POINT VALUES FULL REPORTS US POINT VALUES UK & ITALY POINT VALUES Data Element Points Point Type Data Element Points Point Type - ----------------------------------------------------------------------------------------------------------------- Name 10 Core Pt Business Name 10 Core Pt Address 10 Core Pt Trading Address 10 Core Pt Phone 10 Core Pt Main Telephone Number Core Pt Employees 10 Core Pt Employees Group Total, 10 Core Pt Employees at HQ, Total Number Employed in the Business 1st SIC (not 99 99) 10 Core Pt 1st LOB, 8 Digit SIC (not 10 Core Pt 99 99) 2nd SIC (not 99 99) 2 Bonus Pt 2nd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 3rd SIC (not 99 99) 2 Bonus Pt 3rd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 4th SIC (not 99 99) 2 Bonus Pt 4th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 5th SIC (not 99 99) 2 Bonus Pt 5th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 6th SIC (not 99 99) 2 Bonus Pt 6th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) Primary Contact 10 Core Pt Principals Names & 10 Core Pt Function Titles Sales 10 Core Pt Sales 10 Core Pt Super 7 20 Bonus Pt Super 7 20 Bonus Pt History Not 10 Core Pt Incomplete D&B / IBM Confidential B3-1 Ownership 10 Core Pt Legal Structure 10 Core Pt Business 10 Core Pt Company Registration 10 Core Pt Registration Number Financial 10 Bonus Pt Statement 1st Trade Style 5 Bonus Pt 1st Trading Style 5 Bonus Pt 2nd Trade Style 5 Bonus Pt 2nd Trading Style 5 Bonus Pt 3rd Trade Style 5 Bonus Pt 3rd Trading Style 5 Bonus Pt 4th Trade Style 5 Bonus Pt 4th Trading Style 5 Bonus Pt PO Box 5 Bonus Pt Emp Variance 5 Bonus Pt Linkage Parent 20 Bonus Pt DUNS Shareholder Participations 5 Core Pt (Benelux) Import Export (Benelux) 5 Core Pt Special Events (Belgium & 5 Bonus Pt Luxemburg) Legal Events (Luxemburg) 5 Bonus Pt Protested Bills (Luxemburg) 5 Bonus Pt Rating (Luxemburg) 5 Bonus Pt Max Credit (Luxemburg) 5 Bonus Pt VAT # 10 Core Pt FAX # 10 Core Pt Bank Name/Location/Sort 10 Core Pt # Year Business Started 10 Core Pt Managing Director 10 Core Pt Financial Director 10 Core Pt Benelux = Belgium, Netherlands & Luxemburg D&B / IBM Confidential B3-2 BRANCH REPORTS US POINT VALUES UK & ITALY POINT VALUES Data Element Points Point Type Data Element Points Point Type - ----------------------------------------------------------------------------------------------------------------- Name 10 Core Pt Business Name 10 Core Pt Address 10 Core Pt Trading Address 10 Core Pt Phone 10 Core Pt Main Telephone Number 10 Core Pt Employees 10 Core Pt Employees at Branch 10 Core Pt Location 1st SIC 10 Core Pt 1st LOB, 8 Digit SIC (not 10 Core Pt 99 99) 2nd SIC 2 Bonus Pt 2nd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 3rd SIC 2 Bonus Pt 3rd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 4th SIC 2 Bonus Pt 4th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 5th SIC 2 Bonus Pt 5th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 6th SIC 2 Bonus Pt 6th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) Primary Contact 10 Core Pt Branch Managers Name 10 Core Pt Super 6 20 Core Pt Super 6 Core Pt 1st Trade Style 5 Bonus Pt 1st Trading Style 5 Bonus Pt 2nd Trade Style 5 Bonus Pt 2nd Trading Style 5 Bonus Pt 3rd Trade Style 5 Bonus Pt 3rd Trading Style 5 Bonus Pt 4th Trade Style 5 Bonus Pt 4th Trading Style 5 Bonus Pt PO Box 5 Bonus Pt 5 Bonus Pt No branches are manually keyed in Netherlands, Branch Scoring Logic is the same for UK, Italy, Belgium and Luxemburg. D&B / IBM Confidential B3-3 DUNS SUPPORT REPORTS US POINT VALUES UK, ITALY, NETHERLANDS, BELGIUM & LUXEMBURG POINT VALUES Data Element Points Point Type Data Element Points Point Type - ----------------------------------------------------------------------------------------------------------------- Name 10 Core Pt Business Name 10 Core Pt Address 10 Core Pt Trading Address 10 Core Pt Phone 10 Core Pt Main Telephone Number 10 Core Pt Employees 10 Core Pt Employees Group Total, 10 Core Pt Employees at HQ, Total Number Employed in the Business 1st SIC (not 99 99) 10 Core Pt 1st LOB, 8 Digit SIC (not 10 Core Pt 99 99) 2nd SIC (not 99 99) 2 Bonus Pt 2nd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 3rd SIC (not 99 99) 2 Bonus Pt 3rd LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 4th SIC (not 99 99) 2 Bonus Pt 4th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 5th SIC (not 99 99) 2 Bonus Pt 5th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) 6th SIC (not 99 99) 2 Bonus Pt 6th LOB, 8 Digit SIC (not 2 Bonus Pt 99 99) Primary Contact 10 Core Pt Principals Names & 10 Core Pt Function Titles Sales 10 Core Pt Sales 10 Core Pt Super 7 20 Core Pt Super 7 20 Bonus Pt 1st Trade Style 5 Bonus Pt 1st Trading Style 5 Bonus Pt 2nd Trade Style 5 Bonus Pt 2nd Trading Style 5 Bonus Pt 3rd Trade Style 5 Bonus Pt 3rd Trading Style 5 Bonus Pt D&B / IBM Confidential B3-4 4th Trade Style 5 Bonus Pt 4th Trading Style 5 Bonus Pt PO Box 5 Bonus Pt 10 Bonus Pt UK & Italy's requirement that Interviewee Name and Interviewee Position be part of the data element scoring logic is unnecessary as the SLA requires 98% Properly Documented Contacts (for the CRM component of the SOW). Duns Support Record Scoring logic is the same for UK, Italy, Netherlands, Belgium and Luxemburg. D&B / IBM Confidential B3-5 EXHIBIT B-2 DATA PROGRAMMING SERVICE LEVELS 1. DELIVERY SERVICES 1.1 DEFINITIONS FOR DELIVERY SERVICE LEVELS (a) "Commitment Date" shall mean the date by which IBM is required to deliver a Delivery Project to D&B or a D&B customer. (i) Unless the Parties agree upon an earlier date for a particular Delivery Project, the Commitment Date for a Standard Delivery Project shall be determined based on the IBM Turn-Around Times provided in Attachment B-2-1 (Delivery Project Turn-Around Times). For example, if the IBM Turn-Around Time for a particular Delivery Project is three days, then the Commitment Date shall be three days after the day IBM receives a request and product specifications required to fabricate the Delivery Project. (ii) The Commitment Date for a Priority Delivery Project shall be either the same day or the following day, as designated by D&B. (b) "Defect" shall mean a processing or programming error or other failure to comply with applicable Delivery Project specifications. (c) "Delivery Project" shall mean an RMS, SMS, S&MS or other project involving design, generation, and distribution of D&B products or services. (d) "EOM Delivery Project" shall mean a Delivery Project that needs to be completed in an expedited manner in order to meet an end-of-month deadline (which shall be the next to last Business Day of each month unless defined otherwise by the D&B's billing and revenue recognition department). (e) "Priority Delivery Project" shall mean a Delivery Project for a Gold Service Customer, EOM Delivery Project, or other Delivery Project that a D&B customer requires on an expedited basis. (f) "Project Sizing Request" shall mean a request from D&B to provide project size information for products requested by D&B customers. D&B / IBM Confidential B-2-1 (g) "Project Sizing Time" for each Project Sizing Request shall be measured from (i) the moment D&B provides IBM with the request and the corresponding product specifications, until (ii) the moment IBM provides the required sizing information to D&B. (h) "Service Request" shall mean a request by D&B for assistance with customer calls, project sizing, project prioritization or planning, or other inquires related to the Services. (i) "Service Request Response Time" shall be measured from (i) the moment IBM receives a Service Request, until (ii) the moment a IBM resource with appropriate knowledge, language skills, and experience responds to the Service request and begins providing the requested assistance. (j) "Standard Delivery Projects" shall mean all Delivery Projects that are not Priority Delivery Projects. 1.2 SERVICE REQUESTS (a) Measurement Information IBM will track and measure its performance against the Service Levels in this Section 1.2 using manual call logs or the tracking tools IBM implements during Transition. (b) Service Levels SERVICE LEVEL CODE SERVICE LEVEL METRIC - ---------------------------- ------------- ----------------------------------------------------------------------------------------- Service Request A (a) The average Service Request Response Time for Service Requests made by D&B during Response Time normal hours of operation (specified in Section 2.2 of Exhibit A-2 (Data Programming Services) shall be less than or equal to 1.25 hours; and (b) No single Service Request Response Time shall exceed 2 hours. IBM shall use Commercially Reasonable Efforts to respond to requests outside of normal hours of operation. Project Sizing Time A (a) The average Project Sizing Time for Project Sizing Requests shall be less than or equal to 5 hours; and (b) No single Project Sizing Time shall exceed 8 hours. D&B / IBM Confidential B-2-2 1.3 ON-TIME PROJECT DELIVERY (a) Measurement Information (i) A Delivery Project shall be considered "completed and delivered" when (A) IBM has performed all applicable Services described in Section 2.3 of Exhibit A-2 (Data Programming Services) or in the applicable project plan, (B) IBM has satisfied and verified all items on the applicable quality checklist attached as Attachment A2-4 (DP Quality Checklists), and (C) the project has passed quality assurance testing performed by D&B. (ii) IBM will track and measure its performance against the Service Levels in this Section 1.3 using manual call logs or the tracking tools IBM implements during Transition. (iii) In order to leverage the time zone differences between the U.S. and India, for purposes of measuring IBM's performance against the Service Levels in this Section 1.3 for Delivery Projects in the U.S., the period between 20:00 (Eastern Time) and 11:00 (Eastern Time) the following morning shall be considered one "day". Subsequent "days" shall be measured in 24 hour increments from 11:00 to 11:00 each day. For example, if D&B provides IBM with an order for a Delivery Project at 17:00 Tuesday, and the Commitment Date specified in Attachment B-2-1 (Delivery Project Turn-Around Times) is 2 days later, then IBM will be required to complete the Delivery Project by 11:00 Thursday (i.e., 17:00 Tuesday to 11:00 Wednesday is one day; 11:00 Wednesday to 11:00 Thursday is a second day). (b) Service Levels SERVICE LEVEL CODE SERVICE LEVEL METRIC - ------------------------------------------------------------------------------------------------------------------------------------ Standard Delivery A 99.0% of Standard Delivery Projects shall be completed and delivered before their Projects respective Commitment Dates. Priority Delivery A 100% of Priority Delivery Projects shall be completed and delivered before their Projects* respective Commitment Dates. D&B / IBM Confidential B-2-3 SERVICE LEVEL CODE SERVICE LEVEL METRIC - ------------------------------------------------------------------------------------------------------------------------------------ EOM Delivery Projects A 100% of Delivery Project orders submitted to IBM in a month by 11:00 a.m. Eastern Time on the next to last Business Day of the month (or such other end-of-month deadline defined by D&B's billing and revenue recognition department) shall be completed by 4:00 p.m. Eastern Time the same day. - ------------------------ * IBM acknowledges that a substantial portion (10% to 15%) of the Delivery Projects it creates shall be done on a priority basis, particularly during month-end, quarter-end, and year-end peak times. IBM shall manage and supplement its resources as necessary to accommodate such projects. 1.4 QUALITY (a) Measurement Information IBM's performance against the Service Levels in this Section 1.4 shall be measured using a statistically significant Sample Group for each country to which IBM delivers D&B Products. The Sample Group for each month shall be made up of all Delivery Projects in each such country that are quality checked by a D&B Project Manager during such month. D&B shall generate a report each month identifying the Delivery Projects by country that make up the Sample Group and the number of Delivery Projects in the Sample Group with Defects. This report shall be used to assess IBM's performance against the Service Levels. (b) Service Levels SERVICE LEVEL CODE SERVICE LEVEL METRIC - ------------------------------------------------------------------------------------------------------------------------------------ Delivery Project Quality - A The Defect Rate for Delivery Projects delivered in a month to Gold Service Customers will Gold Service Customers be less than or equal to 1%. Delivery Project Quality - A The Defect Rate will be less than or equal to 2% in each region (i.e., U.S., Canada, and Non-Gold Service Customers Europe) for Delivery Projects for customers other than Gold Service Customers (i.e., Defect Rate will be measured separately for each region and in each case shall be less than 2%). D&B / IBM Confidential B-2-4 2. GLOBAL TRADE SERVICES 2.1 DEFINITIONS FOR GLOBAL TRADE SERVICE LEVELS (a) "ABEND Resolution Time" shall be measured for each ABEND from (i) the moment the ABEND is identified to IBM by D&B systems, until (ii) the moment IBM completes the functions described in Section 1.3(c) of Exhibit A-2 (Data Programming Services) required to eliminate the ABEND and sends a corrected file back to D&B for subsequent processing. (b) "Benefit/Incentive Turn-around Time" shall be measured for each Benefit/Incentive requested from (i) the moment D&B requests a Benefit/Incentive, until (ii) the moment IBM completes the functions described in Section 1.3(e) of Exhibit A-2 (Data Programming Services). (c) "Delinquent File Turn-around Time" shall be measured for each Delinquent File from (i) the date the Delinquent File is identified to IBM by D&B, until (ii) the date a current version of the Delinquent File is obtained from the applicable customer and passed back to D&B, or the customer notifies IBM it will provide a file by the next expected submission date. (d) "I Case Resolution Time" shall be measured for each I Case from (i) the moment D&B identifies an I Case to IBM, until (ii) the day IBM performs the functions described in Section 1.3(d) of Exhibit A-2 (Data Programming Services) necessary to resolve the I Case. Resolution of an I Case requires investigation of the cause of the I Case (including reviewing historical numbers and data on the case file), corrections of all problems or inconsistencies in the I Case, and submission of an error-free file back to D&B for re-processing. (e) "Manual File Pre-Processing Turn-around Time" for each file requiring manual pre-processing will be measured from (i) the moment D&B makes a file requiring manual preprocessing available to IBM, until (ii) the moment IBM completes the processing described in Section 1.3(b) of Exhibit A-2 (Data Programming Services) necessary to pass the file to the next automated step in the trade processing process. (f) "Priority Benefit/Incentive" shall mean a Benefit/Incentive that D&B customers require on an expedited basis, as designated by D&B. (g) "Standard Benefit/Incentive" shall mean a Benefit/Incentive other than a Priority Benefit/Incentive. D&B / IBM Confidential B-2-5 2.2 MEASUREMENT INFORMATION IBM shall track and report its performance against the Global Trade Service Levels manually (using an excel spreadsheet or other means agreed by the parties) on a monthly basis. 2.3 SERVICE LEVELS SERVICE LEVEL CATEGORY CODE SERVICE LEVEL METRIC - ------------------------------------------------------------------------------------------------------------------------------------ Delinquency File A (a) The average Delinquent File Turn-around Time for Delinquent Files identified by Turn-around Time D&B in a month shall be less than or equal to 4 days; (b) No single Delinquent File Turn-around Time shall exceed 7 days; and (c) No more than 5% of Delinquent Files in a month may be resolved by obtaining a customer commitment to send the file on the next expected submission date and no more than 5% of Delinquent Files shall require D&B assistance to resolve. Manual File Processing A (a) The average Manual File Pre-Processing Turn-around Time for files requiring manual Time pre-processing in a month shall be less or equal to 1 day; (b) No single Manual File Pre-Processing Turn-around Time shall exceed 3 days; and (c) No more than 10% of manual files in a month shall require D&B assistance to process. D&B / IBM Confidential B-2-6 SERVICE LEVEL CATEGORY CODE SERVICE LEVEL METRIC - ------------------------------------------------------------------------------------------------------------------------------------ ABEND Resolution A (a) The average ABEND Resolution Time for all ABENDs occurring in a month shall be less than or equal to 1.5 days; (b) No single ABEND Resolution Time shall exceed 3 days, and (c) No more than 10% of ABENDS in a month shall require D&B assistance to resolve. I Case Resolution A (a) The average I Case Resolution Time for all I Cases occurring in a month shall be less than or equal to 1 day; (b) No single I Case Resolution Time shall exceed 2 days; and (c) No more than 20% of I-Case Reports in Europe and 10% of I-Case Reports outside of Europe shall require D&B assistance to resolve. Standard Benefits and A (a) The average Benefit/Incentive Turn-around Time for Standard Benefits/Incentives Incentives shall be less than or equal to 1.5 days; and (b) No single Benefit/Incentive Turn-around Time for a Standard Benefit/Incentive shall exceed 3 days. Priority Benefits and A 100% of Benefit/Incentive Turn-around Times for Priority Benefits/Incentives shall Incentives be less than or equal to 1 day. D&B / IBM Confidential B-2-7 ATTACHMENT B-2-1 DELIVERY COMMITMENT DATES - STANDARD PROJECTS This Attachment B-2-1 provides the Commitment Dates for Standard Delivery Projects. The product names listed below correspond to RMS, S&MS, and SMS products D&B's sales team will list on each order form. All references to "days" refer to calendar days. 1. STANDARD AND CUSTOM PRODUCTS The Commitment Dates vary depending on whether the requested D&B Product is a "standard" or "custom" product. 1.1 STANDARD PRODUCTS For purposes of measuring the Service Levels, a "standard" product is a product that is fabricated using pre-defined processes and output file layouts that require little to no manipulation. Standard products may involve simple appends of additional data elements from existing niche files. 1.2 CUSTOM PRODUCTS (a) For purposes of measuring the Service Levels, a "custom" product is a complex product that requires program development and extensive processing to fabricate. The following are some of the factors that make a product "custom": (i) Transformation of data into custom layout(s). (ii) Inclusion of historical data. (iii) Corporate Family Linkage. (iv) Size of the universe being processed. (v) Inclusion of Customer data. (vi) Off-site processing. (b) Custom processing is broken into two separate categories: Ad-hoc and Scheduled. (i) "Ad-hoc" requests are one-time jobs requested by a customer at any time during a month. The Commitment Dates for custom Ad-hoc deliverables will be determined by the Parties based on the details of the customer's request and the amount of work required. (ii) "Scheduled" work is produced on a pre-determined schedule, usually monthly or quarterly. The product deliverable may remain constant for the length of a contract D&B / IBM Confidential B-2-1 or may change each update based on the needs of a customer. The Commitment Dates for scheduled products and customers existing as of the Effective Date will continue to apply after the Effective Date. The Commitment Dates for new scheduled requests will be determined by the Parties based on the details of the customer's contract and the level of work required. 1.3 TURN-AROUND TIMES (a) The "Aggregate Turn-Around Times" in the tables below reflect the end-to-end time periods in which a D&B Product needs to be fabricated and distributed. They include time for D&B to perform its project management and related activities and time for IBM to complete the required Services that are within the scope of the Agreement. (b) The "IBM Turn-Around Times" in the table below provide the turn-around times during which IBM must perform its responsibilities with respect to each Delivery Project. (i) The Aggregate Turn-Around Time and the IBM Turn-Around times are equal in cases where IBM is responsible for all aspects of the fabrication and delivery process (i.e., there is no project manager oversight). (ii) The IBM Turn-Around Times will be used to establish the Commitment Date for each Delivery Project and to measure IBM's performance against the on-time delivery Service Levels in Section 1.3 of Exhibit B-2 (Data Programming Service Levels). 2. RMS COMMITMENT DATES - US PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - ------------------------------------- ----------------------------------------- --------------------------------------- RAM/eRAM New Sale Domestic 2 days 4 hours-No Matching 1 day-with Matching New Sale Global 7 days 3 days-No Matching 6 days-with Matching Demos 5 days 4 days Refresh (automated) 5 days 1 day Refresh (new data/revenue) 2 to 7 days U.S. 4 hours-No Matching 1 day-with Matching Outside the U.S. 3 days-No Matching 6 days-with Matching D&B / IBM Confidential B-2-2 Refresh (new data/non revenue) 5 to 10 days U.S. 4 hours-No Matching 1 day-with Matching Outside the U.S. 3 days-No Matching 6 days-with Matching Custom Refresh/New Sale-Gold Time negotiated for each project Time negotiated for each project Service Customer RMS DATA APPENDS PROJECTS) Standard 5 days 3 days Custom Time negotiated for each project Time negotiated for each project Competitive Showdowns 5 days 3 days 3. SMS COMMITMENT DATES - US PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - ---------------------------------------------------------------------------------------------------------------- SMS DATA SERVICES Standard 3 days 3 days Custom Time negotiated for each project Time negotiated for each project SMS ANALYTICAL SERVICES Standard 10 days 10 days Custom Time negotiated for each project Time negotiated for each project 4. S&MS COMMITMENT DATES - US The Turn-Around Times below apply to individual functions that may be required to fabricate an U.S. D&B Product. Where fabrication of U.S. D&B Product requires more than one function (e.g., Analyzer and Optimizer Postal Cleansing plus Match Processing), the applicable IBM Turn-Around Times below shall be added together to establish the Commitment Date. PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - ---------------------------------------------------------------------------------------------------------------- ANALYZER AND OPTIMIZER POSTAL CLEANSING (US RECORDS) D&B / IBM Confidential B-2-3 PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - -------------------------------------------------------------------------------------------------------------------------- 1 - 250,000 4 days 3 days 250,001 - 1 million 5 days 4 days 1 million - 5 million 7 days 6 days 5 million + TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT OPTIMZER POSTAL CLEANSING (NON-US RECORDS) 1- 50,000 4 days 3 days 50,001 - 100,000 4 days 3 days 100,001 - 200,000 4 days 3 days 200,001- 350,000 5 days 4 days 350,001 - 500,000 5 days 4 days 500,001 - 1,000,000 6 days 5 days 1,000,001 + TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT MATCH PROCESSING (US RECORDS) 1 - 250,000 3 days 2 days 250,001 - 1 million 4 days 3 days 1 million - 5 million 6 days 5 days 5 million + TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT MATCH PROCESSING (NON-US RECORDS) 1- 50,000 4 3 days 50,001 - 100,000 5 4 days 100,001 - 200,000 5 4 days 200,001- 350,000 6 5 days 350,001 - 500,000 6 5 days 500,001 - 1,000,000 7 6 days 1,000,001 + TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT MATCH APPEND PROCESSING Less than 5 million (standard 1 day 1 day request) 5+ million (standard request) 2 days 2 days D&B / IBM Confidential B-2-4 PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - -------------------------------------------------------------------------------------------------------------------------- Custom request TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT * Size of deliverable includes the number of customer records and D&B prospect records. NON-MATCH PROCESSING Counts (standard request) 1 day 1 Day MAPs (standard request) 2 days 2 Days Prospect File with Append (standard 1 day 1 Day request) Custom Counts, MAPs, and Project TIME NEGOTIATED FOR EACH PROJECT TIME NEGOTIATED FOR EACH PROJECT File with Append (custom requests) 5. INCREMENTAL TIMES - U.S. This Section 5 describes certain incremental functions outside of IBM's scope of responsibility that may be required in order to fabricate a U.S. D&B Product. When required, (a) IBM shall order the incremental function from the D&B or third party responsible for the function, (b) D&B or a third party will perform the incremental function and (c) the applicable IBM Turn-Around Time shall be increased by the time it takes D&B or a third party to perform the incremental function. The estimated turn-around times for each of these incremental functions is specified below. PROJECT ESTIMATED TURN-AROUND TIME - --------------------------------------------------------------------------- BROWSE & REVIEW PROCESSING (NON-US RECORDS)9 1-100 1 day 101-5,000 2 days 5,001-8,000 3 days 8,001-11,000 4 days 11,001-20,000 5-7 days 20,001-25,000 8 days 25,001-30,000 9 days 30,001-50,000 10-15 days 50,001 + Time negotiated for each project D&B / IBM Confidential B-2-5 MANUAL LOOKUP (US RECORDS) 1-500 2 days 501-1,000 3 days 1,001-2,000 4 days 2,001-3,000 5 days 3,001-4,000 6 days 4,001-5,000 7 days 5,001-10,000 11 days 10,001-15,000 16 days 15,001+ Time negotiated for each project MANUAL LOOKUP (NON-US RECORDS) 1-500 2 days 501-1,000 3-5 days 1,001-2,000 4-7 days 2,001-3,000 5-8 days 3,001-4,000 6-9 days 4,001-5,000 7-10 days 5,001-10,000 15 days 10,001-15,000 20 days 15,000 + Time negotiated for each project MINI-INVESTIGATIONS (US RECORDS) 1 - 250 5 days 251 - 500 8 days 501 - 1,000 11 days 1,001 - 3,000 14 days 3001 + Time negotiated for each project MINI-INVESTIGATIONS (NON-US RECORDS) 1 - 75 10 days 76 - 150 20 days 151 + Time negotiated for each project 6. EUROPE COMMITMENT DATES 6.1 EUROPE COMMITMENT DATES The Turn-Around Times below apply to individual functions that may be required to fabricate a Europe D&B Product. Where fabrication of a Europe D&B Product requires more than one function, the applicable IBM Turn-Around Times below shall be added together to establish the Commitment Date. D&B / IBM Confidential B-2-6 PROJECT AGGREGATE TURN-AROUND TIME IBM TURN-AROUND TIME - ------------------------------------------------------------------------------------------------------------------------------ Marketing Lists up to 20 parts 3 days 3 days Marketing Lists 21-50 parts 4 days 4 days Marketing Lists 51-100 parts 5 days 5 days Marketing Lists 101+ parts On application CIM Automatch up to 5,000 records 3 days 3 days CIM Automatch 5,001-10,000 records 4 days 4 days CIM Automatch 10,001-40,000 records 5 days 5 days CIM Automatch 40,001-100,000 records 6 days 6 days CIM Automatch 100,001-200,000 records 8 days 8 days CIM Automatch 200,001-500,000 records 10 days 10 days CIM Automatch 500,001-1,000,000 records 15 days 15 days CIM Automatch 1,000,001+ records TBD TBD CIM As per CIM matching levels As per CIM matching levels above plus 5 Days for above plus 5 Days for analysis and prospect records analysis and prospect records CIM Data Append (incl. Worldbase or any local D&B Data File, 2 Days 2 Days SAP and DAK) 6.2 INCREMENTAL FUNCTIONS This Section 6.2 describes certain incremental functions outside of IBM's scope of responsibility that may be required in order to fabricate a Europe D&B Product. When required, (a) IBM shall order the incremental function from the D&B or third party responsible for the function, (b) D&B or a third party will perform the incremental function and (c) the applicable IBM Turn-Around Time shall be increased by the time it takes D&B or a third party to perform the incremental function. The estimated turn-around times for each of these incremental functions is specified below. PROJECT ESTIMATED TURN-AROUND TIME - ------------------------------------------------------------------------------------------------------------- CIM Browse & Review up to 500 records 3 days CIM Browse & Review 501-1,000 records 4 days CIM Browse & Review 1,001-5,000 records 5 days CIM Browse & Review 5,001-25,000 records 7 days CIM Browse & Review 25,001-50,000 records 9 days CIM Browse & Review 50,001+ records TBD CIM Look Up up to 300 records 2 days CIM Look Up 301-500 records 4 days CIM Look Up 501-1,000 records 5 days CIM Look Up 1,001-1,500 records 6 days CIM Look Up 1,501-2,500 records 8 days CIM Look Up 2,501+ records TBD D&B / IBM Confidential B-2-7 7. CANADA COMMITMENT DATES The Turn-Around Times below apply to individual functions that may be required to fabricate a Canada D&B Product. Where fabrication of a Canada D&B Product requires more than one function, the applicable IBM Turn-Around Times below shall be added together to establish the Commitment Date. PROJECT AGGREGATE TURN-AROUND TIME IBM TURNAROUND TIME - ---------------------------------------------------------------------------------------------------------------------- CIS - Customized Monitoring 5 days 5 days CIS - Data Append 3 days 3 days CIS - eKAM - Canadian 3 days 3 days CIS - eKAM - US 3 days 3 days CIS - Family Tree 5 days 5 days CIS - RAM 6 days 6 days CIS - RAP 5 days 5 days CIS - Retro Score Analysis 10 days 10 days CMS - Customer Base Analysis 10 days 10 days CMS - Customized Monitoring 5 days 5 days CMS - Customized Marketing Analysis 10 days 10 days CMS - Data Append 3 days 3 days CMS - External family Tree 5 days 5 days CMS - Modeling 15 days 15 days CMS - Phase 1 Matching & Data Append 3 days 3 days CMS - Prescreen by score 10 days 10 days CMS - Prospect List 7 days 7 days ES - Data Append 3 days 3 days ES - Data Rationalization 15 days 15 days ES - Data Rationalization & External Family Tree 15 days 15 days ES - eVAM - Canadian 3 days 3 days ES - eVAM - US 3 days 3 days ES - Supplier Spend Analysis 10 days 10 days D&B / IBM Confidential B-2-8 EXHIBIT B-3 TRANSACTION PROCESSING SERVICE LEVELS 1. DEFINITIONS (a) "Ad-Hoc Data" shall mean any of the following data types: (i) Validation Review (ii) Translations (iii) Official Source Update (iv) Balance Sheet Updates (b) "Balance Sheet Update" shall mean manual data entry of ad-hoc balance sheet updates in response to a customer request. (c) "CoC Reject" shall mean a D&B mainframe database system reject caused as a result of entry or bulk-load of information received from the Italian Chamber of Commerce. (d) "Duplicate DUNS Number" shall mean a situation where the same business has more than one unique identification number (DUNS Number) entry on the D&B database. IBM shall review the duplicate records and resolve the duplicate resulting in one truly unique record on the D&B database. (e) "Exception File" shall mean a reject file occurring as a result of a system reject from bulk loaded data (e.g., Chamber of Commerce file of changes). (f) "Error" shall mean any inaccurate, duplicative, missed, or other erroneous entry or categorization of data, including number transposition, incorrect categorization, discrepancy in duplicate records, and inconsistency between statements and reporting information. (g) "Non-Service Failure Reject" shall mean a D&B EOS mainframe reject error (ELVIS, VGER) resulting from an update made by teams other than the service failure investigations team. D&B / IBM Confidential B-3-1 (h) "Office Notification NBFC190 Reject" shall mean a D&B NIKE database (non-EOS) reject error resulting from an update made by the Benelux teams (service failure and non-service failure). (i) "Official Source Update" shall mean manual data entry of ad-hoc official source updates in response to customer requests resulting in Service Failures. (j) Data shall be considered "Processed" when all editing, summarizing, data entry, telephone interview verification and update activities (for Italy Registration Data), and other processing required to make it available for use in the appropriate D&B database has been completed, including the Services described in Section 4 of Exhibit A-3 (Transaction Processing Services). (k) "Processing Time", except as otherwise stated for a particular metric below, shall be measured from (i) the time D&B's third party data source provides the data, until (ii) the time the data is Processed and the activities described in Section 4 of Exhibit A-3 (Transaction Processing Services) are completed. (l) "Rating Review" shall mean a review of a D&B rating requested by an End User. (m) "Registration Data Levels" shall mean the following: (i) Basic Level is achieved when all of the following information is verified, added, or changed, as appropriate in a record: company name and full address; chamber of commerce number; age of business; legal form; telephone; fax; VAT; line of business activity and SIC; and number of employees. (ii) Medium Level - is achieved when all of the following information is verified, added, or changed, as appropriate in a record: all Basic Level data plus other principals; import / export information; and parent company data. (iii) High Level - is achieved when all of the following information is verified, added, or changed, as appropriate in a record: all Basic and Medium data plus bank and sales data. (n) "Registration Data Interview Targets" shall mean the following: (i) Target 1: Administrative or finance director, owner or unlimited partner. (ii) Target 2: Employee in Finance or administrative department with direct responsibility in credit management. D&B / IBM Confidential B-3-2 (iii) Target 3: Employee in finance or administrative department without direct responsibility in credit management. (iv) Target 4: Other employee without responsibility in credit management. (o) "Re-Work Time" shall be measured from (i) the moment IBM identifies or is notified of a processing error or other problem with D&B data processed by IBM, until (ii) the moment the error or other problem is resolved and the affected data or job is provided to D&B for batch processing. (p) "Start/Stop Distribution Request" shall mean a list containing DUNS numbers that have been triggered for "stop distribution" resulting in that business record being unavailable to customers. These are caused by database validations identifying conflicts in data content following an update. (q) "Translations" shall mean requests for translation if free-form text in the D&B Business Information Report into either another language of the Benelux region (Dutch, Flemish, French, German) or any other European language. (r) "Type 1 Rejects" shall mean: (i) Non-Service Failure Rejects; (ii) Start/Stop Distribution Lists; (iii) Duplicate DUNS Numbers; (iv) Italy Chamber of Commerce Rejects; and (v) System generated rating reviews. (s) "Type 2 Rejects" shall mean: (i) Office Notification NBFC190 Rejects; (ii) Exception Files; and (iii) Italy Protested Bills Rejects. D&B / IBM Confidential B-3-3 (t) "Validation Review" shall mean Gold Service customer or other ad-hoc requests for information to be reviewed and validated for completeness and accuracy before it is sent to a customer. (u) "Van Leeuwen" shall mean ad-hoc queries and requests received from Van Leeuwen Nuizen Belgie NV, a major customer in the Benelux region. (v) "US Government DUNS Number Request" shall mean an ad-hoc query and request for DUNS number resolution received from the U.S. Government. 2. MEASUREMENT INFORMATION 2.1 ACCURACY (a) IBM (and D&B at its option) shall perform manual quality checks on a statistically significant Sample Group of files provided to IBM to measure and monitor "Accuracy". (b) IBM's performance against the Accuracy Service Levels will be determined by dividing the number of TP Data files in the Sample Group that are Processed without Errors, by the total number of TP Data files in the Sample Group, and multiplying the result by 100. 2.2 COMPLETENESS (a) IBM (and D&B at its option) shall perform manual quality checks on a statistically significant Sample Group provided to IBM of files to measure and monitor the "Completeness" with which IBM processes TP Data. (b) IBM's performance against the Completeness Service Levels will be determined by dividing the number of TP Data files in the Sample Group for which all available information has been properly identified, categorized, and entered into the correct fields in the D&B databases, by the total number of TP Data files in the Sample Group, and multiplying the result by 100. 2.3 TIMELINESS (a) IBM (and D&B at its option) shall perform manual quality checks on a statistically significant Sample Group of files provided to IBM to measure and monitor the "Timeliness" with which IBM processes TP Data. D&B / IBM Confidential B-3-4 (b) IBM's performance against the Timeliness Service Levels will be determined by dividing the number of TP Data files in the Sample Group that have been Processed within the required Processing Time, by the total number of TP Data files in the Sample Group, and multiplying the result by 100. 2.4 RE-WORK TIME (a) IBM (and D&B at its option) shall perform manual quality checks on a statistically significant Sample Group of files submitted to IBM for Error Re-Work processing to measure and monitor the timeliness with which IBM completes such processing. (b) IBM's performance against the Error Re-Work Service Levels will be determined by dividing the number of TP Data files in the Sample Group that meet the applicable Re-Work Times, by the total number of TP Data files in the Sample Group, and multiplying the result by 100. (c) The Re-Work Time Service Levels are stated in "Business Days". For purposes of these Service Levels, Business Days start at 08:00 GMT and end at either 17:00 GMT for bulk data loads or 18:30 GMT for regular data loads. Thus in order to meet a Re-Work Time Service Level of "1 Business Day" for an error re-work file received before 08:00 GMT, IBM must perform all required processing and resubmit the re-worked file for overnight batch processing on the same day before 17:00 GMT for bulk data or 18:30 GMT for regular data loads. Notwithstanding the foregoing, IBM shall process data or perform error re-work on an expedited basis for emergency jobs submitted by D&B or requested by a D&B customer. This may require IBM to process data received after the 08:00 cut-off on the same day or for Saturday night batch processing. 3. TRANSITION PERIOD BENCHMARK The "[TBD]" element of the Interim Service Level for (1) Detrimental Data - - Accuracy, (2) Registration Data - Accuracy (Italy only), and (3) Press Day - Accuracy (Italy) in Section 4 will be established during Transition as follows: (a) The Parties shall collect performance data for these Service Levels between January 3, 2005 and April 30, 2005 ("Measurement Period"). (b) On April 30, 2005 the Parties will establish an Interim Service Level and Steady State Service Level at a level mutually agreed by the Parties based on data collected during the Measurement Period. This process shall replace the process described in Section 6.3 of Schedule B (Service Levels). D&B / IBM Confidential B-3-5 4. SERVICE LEVELS 4.1 DETRIMENTAL DATA SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL STEADY STATE SERVICE LEVEL - ------------- ---- ------------------------------------ ----------------------------------------- Completeness A N/A - Steady State Service Level 100% of Detrimental Data provided to applies IBM shall be identified, categorized, and entered in its entirety into the appropriate D&B systems. Timeliness A N/A- Steady State Service Level Processing Time for 100% of Detrimental applies Data provided to IBM shall be less than or equal to 2 Business Days. Accuracy C [TBD]% of Detrimental Data provided 99% of Detrimental Data provided to IBM to IBM shall be processed without shall be processed without Errors. Errors. 4.2 REGISTRATION DATA SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL STEADY STATE SERVICE LEVEL - ------------- ---------- --------------------------------------- --------------------------------------- Accuracy C - Italy (a) Italy - [TBD]% of Registration Data 99% of Registration Data provided to A - EMC provided to IBM shall be processed IBM shall be processed without Errors. without Errors; and (b) EMC - Steady State Service Level applies Completeness A N/A - Steady State Service Level 100% of Registration Data provided to applies IBM shall be identified, categorized, verified and supplemented through interviews where necessary, and entered in its entirety into the appropriate D&B systems. Timeliness - B Processing Time for 100% of Processing Time for 100% of non-EMC Non-EMC Registration Data provided to IBM Registration Data provided to IBM shall shall be less than or equal to 8 days. be less than or equal to 7 days. D&B / IBM Confidential B-3-6 SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL STEADY STATE SERVICE LEVEL - ------------- ---- --------------------------------- --------------------------------------- Timeliness - C Processing Time for 90% of EMC Processing Time for 100% of EMC EMC Registration Data provided to IBM Registration Data provided to IBM shall shall be less than or equal to 2 be less than or equal to 1 Business Day. Business Days. Interview A N/A - Steady State Service Level 99% of Registration Data interviews Accuracy and applies) conducted by IBM shall result in: Completeness (a) Successful verification or collection of the specific Registration Data that is the object of the interview itself (i.e. address change, business name change); and (b) Completion with the following Registration Data Levels (defined above in Section 1) result: (i) > 50% at High Level; (ii) > 85% at Medium or High level; and (iii) 100% at Basic, Medium, or High level. Interview C No Interim Service Level 100% of Registration Data interviews Interlocutor shall be within the following interlocutor Targets targets: (a) Target 1= > 30%; (b) Target 1 or 2 = > 75%; (c) Target 1, 2, or 3 = > 95%; and (d) Target 1, 2, 3, or 4 = 100%. D&B / IBM Confidential B-3-7 4.3 PRESS DATA SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL STEADY STATE SERVICE LEVEL - ------------- --------- ----------------------------------- ------------------------------------------- Accuracy* C - Italy (a) Italy - [TBD]% of Detrimental 99% of files containing Press Data shall be A - UK Data provided to IBM shall be Identified and Processed accurately. Identified and Processed accurately; and (b) UK - Steady State Service Level applies Timeliness** A - Italy (a) Press Data for Italy - Steady State Processing Time for 100% of Press Data C - UK Service Level applies; and provided to IBM shall be less or equal to 1 Business Day. (b) Specifically for the UK (CMIC), press articles on key stories will be available to IBM from 07.30 GMT and shall be processed and loaded into the CMIC extranet available for customers by 09.00 GMT. The remainder of the stories shall be processed within the same Business Day. Completeness A - Italy (a) Press Data for Italy - Steady State 100% of Press Data from Italy provided to B - UK Service Level applies; and IBM shall be identified, categorized, appropriately edited and entered into the (b) 98% of Press Data from the UK appropriate D&B systems. provided to IBM shall be identified, categorized, appropriately edited and entered into the appropriate D&B systems. * Press Data shall be considered to be "Identified and Processed" accurately if it is (i) identified and collected from a designated data source, (ii) properly categorized, and (iii) summarized accurately and without misspelling or grammatical errors. D&B / IBM Confidential B-3-8 ** IBM shall use data mining tools to locate Press Data. This Processing Time for this Service Level shall be measured from (i) the time the Press Data is publicly available, until (ii) the time the data is Processed and the activities described in Section 4 of Exhibit A-3 (Transaction Processing Services) are completed. 4.4 AD HOC DATA SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL STEADY STATE SERVICE LEVEL - ------------- ---- ------------------------------------- -------------------------------------------- Accuracy C 90% of Ad Hoc Data provided to IBM 99% of Ad Hoc Data provided to IBM shall shall be processed without Errors. be processed without Errors. Completeness C 90% of Ad Hoc Data provided to IBM 100% of Ad Hoc Data provided to IBM shall shall be identified, categorized, be identified, categorized, verified and verified and entered in its entirety entered in its entirety into the appropriate into the appropriate D&B systems. D&B systems. Timeliness A N/A - Steady State Service Level Processing Time for 100% of Ad Hoc Data applies provided to IBM shall be less or equal to 1 Business Day. 4.5 ERROR REWORK SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL SERVICE LEVEL - ------------- --------- ---------------------------------- ------------------------------------------ Type 1 Rejects - A - Non- (a) Non-service failure and Italy Re-Work Time for 100% of Type 1 Rejects Timeliness service CoC rejects - Steady State shall be less than or equal to 1 Business failure and Service Level applies; and Day. Italy CoC rejects (b) All others - Re-Work Time for 90% of Type 1 Rejects shall be C - All less than or equal to 1 Business others Days. Type 2 Rejects - C - Benelux (a) Benelux - Re-Work Time for Re-Work Time for 100% of Type 2 Rejects Timeliness A- Italy 100% of Type 1 Rejects shall be in a month shall be less than or equal to 5 less than or equal to 8 Business Business Days. Days; and (b) Italy - Steady State Service Level applies D&B / IBM Confidential B-3-9 Service Level Code Interim Service Level Service Level Category Error Re-work C 90% of all rejects received by 100% of all rejects received by IBM shall Accuracy IBM shall be processed without be processed without Errors. Errors. 4.6 CUSTOMER SPECIFIC DATA SERVICE LEVEL CATEGORY CODE INTERIM SERVICE LEVEL SERVICE LEVEL - ------------- ---- -------------------------------- ------------------------------------------ Van Leeuwen A N/A - Steady State Service Level Processing Time for 100% of Van Leeuwen applies records received on the first Business Day of a month shall be less than or equal to 19 Business Days. Ratings Review C Processing Time for 90% of Processing Time for 100% of Ratings Ratings Review requests Review requests received by Suppler shall received by Suppler shall be 1 be 1 hour for ad hoc requests received hour for ad hoc requests directly from an End User. received directly from an End User. US Government C Processing Time for 100% of US Processing Time for 100% of US DUNS Number Government DUNS Number Government DUNS Number Requests Requests Requests provided to IBM shall provided to IBM shall be less than or be less than or equal to 2 days. equal to 1 day. D&B / IBM Confidential B-3-10 EXHIBIT B-4 FINANCE PROCESSING SERVICE LEVELS Except as otherwise provided below, all Service Levels in this Exhibit B-4 shall be effective on the Service Commencement Date. 1. COLLECTIONS 1.1 DAYS SALES OUTSTANDING (DSO) (a) Definitions (i) "DSO" for a single month shall be calculated as: aggregate account receivables for the month, divided by the Three-Month Average Sale. (ii) "Average DSO" shall be calculated by averaging the DSO from each month during the rolling-12 month period ending in the current month. (iii) Three-Month Average Sale" shall mean the average of the end of month sales of D&B products plus the two prior month's sales of D&B products, divided by three. (b) DSO Targets IBM shall measure and report on DSO performance on a monthly basis and work with D&B to develop a plan and strategy to consistently achieve the DSO targets in Attachment B-4-1. However, DSO shall not be a "Service Level" to which Service Level Credits apply. CATEGORY TARGET MEASUREMENT TOOL OR METHODOLOGY - -------------------------------------------------------------------------------------------------------------- Average At the end of each month, Average DSO in the Manual DSO calculation done by IBM at end of DSO - U.S. shall be less than or equal to the Average month and compared to the applicable DSO U.S. DSO target provided for such month in target in Attachment B-4-1. Attachment B-4-1. D&B / IBM Confidential B-4-1 CATEGORY TARGET MEASUREMENT TOOL OR METHODOLOGY - -------------------------------------------------------------------------------------------------------------- Average At the end of each month, Average DSO in (a) Manual DSO calculation done by IBM at end of DSO - the U.K., (b) Ireland, (c) Italy, (d) the month and compared to the applicable DSO Europe Netherlands, and (e) Belgium) shall be less than target in Attachment B-4-1. or equal to the Average DSO target provided for such market and month in Attachment B-4-1. (c) Post-Effective Date Recalibration The Average DSO targets in Attachment B-4-1 were established using performance data from October 2003 through September 2004. These DSO targets (extending through February 2007) shall be adjusted up or down on the Service Commencement Date using (A) actual DSO performance data prior to such date and (B) the methodology, improvement assumptions, and forecasting model documented in Attachment B-4-2. This shall be a one-time adjustment that establishes the DSO targets through February 2007. 1.2 AVERAGE DAYS DELINQUENT (a) Definitions (i) "Days Delinquent" shall be calculated each month by subtracting the BPDSO from the Average DSO for such month. (ii) "Average Days Delinquent" shall be calculated each month by averaging the Days Delinquent from each month during the rolling-12 month period ending in the current month. (iii) "Best Possible DSO" or "BPDSO" for each market for a single month shall be calculated as follows: Aggregate accounts receivables for the month, less past due amounts, divided by the 3-Month Average Sale. (iv) "Average BPDSO" shall be calculated each month by averaging the BPDSO from each month during the rolling 12 month period ending in the current month. (v) "3-Month Average Sale" shall mean the average of the end of month sales of D&B products plus the two prior month's sales of D&B products, divided by three. D&B / IBM Confidential B-4-2 (b) Days Delinquent Service Levels CATEGORY SERVICE LEVEL MEASUREMENT TOOL OR METHODOLOGY - --------------------------------------------------------------------------------------------------------------- Average Days At the end of each month, Average Days Manual Average Days Delinquent Delinquent - U.S. Delinquent in (a) the U.S., (b) the U.K., (c) calculation done by IBM at end of and Europe Ireland, (d) Italy, (e) the Netherlands, and (f) month and compared to the applicable Belgium) shall be less than or equal to the Average Days Delinquent requirement in corresponding Average Days Delinquent Attachment B-4-1. requirements provided for such month in Attachment B-4-1. (c) Post-Effective Date Recalibration The Average Days Delinquent Service Level requirements in Attachment B-4-1 were established using performance data from October 2003 through September 2004. These requirements (extending through February 2007) shall be adjusted up or down on the Service Commencement Date using (A) actual Average Days Delinquent performance data prior to such date and (B) the methodology, improvement assumptions, and forecasting model documented in Attachment B-4-2. This shall be a one-time adjustment that establishes the Average Days Delinquent Service Level requirements through February 2007. (d) Service Level Commencement Supplier shall be excused from meeting the Average Days Delinquent Service Level during the first six months following the Service Commencement Date; provided the actual Average Days Delinquent achieved by Supplier does not increase above the Average Days Delinquent existing on the Service Commencement Date. (e) Service Level Credit Waiver If the Average Days Delinquent achieved by Supplier at the end of a month in a market fails to meet the corresponding Service Level requirement for that month in Attachment B-4-1, but does not exceed that requirement by more than one day, Supplier shall not be required to pay a Service Level Credit for missing such Service Level; provided that this waiver of Service Level Credits shall not apply more than two times in any rolling 6-month period for any Average Days Delinquent Service Level requirement in any market. D&B / IBM Confidential B-4-3 1.3 BAD DEBT (a) Definitions (i) "Bad Debt Percentage" shall be determined by dividing the total amount of the D&B account receivables written off to specific bad debt in a month, by total sales of D&B products and services for the same month, as reported by D&B accounting. (ii) "Average Bad Debt Percentage" shall be calculated each month by averaging the Bad Debt Percentage from each month during the rolling-12 month period ending in the current month. (b) Bad Debt Service Levels CATEGORY SERVICE LEVEL MEASUREMENT TOOL OR METHODOLOGY - ----------------------------------------------------------------------------------------------------------------------- Bad Debt Percentage - US At the end of each month, the Average Bad Debt Manual Bad Debt calculation done by Percentage in the U.S. shall be less than or IBM at end of month. equal to 0.54%. IBM shall use Commercially Reasonable Efforts to improve the Average Bad Debt Percentage to 0.5%. These efforts include working with D&B to develop a plan and strategy for reducing Bad Debt Percentage and implementing the elements of the plan under IBM's control. D&B / IBM Confidential B-4-4 CATEGORY SERVICE LEVEL MEASUREMENT TOOL OR METHODOLOGY - ----------------------------------------------------------------------------------------------------------------------------- Bad Debt Percentage - Europe At the end of each month, the Average Bad Debt Manual Bad Debt calculation done by IBM at Percentage shall be less than or equal to: end of month. (a) 0.07% in the UK (excluding Ireland); (b) 0.07% in Ireland; (c) 1.49% in Italy; (d) 0.38% in the Netherlands; and (e) 0.16% in Belgium. 1.4 ADDITIONAL COLLECTIONS METRICS (a) Definitions (i) The "Collections Dispute Escalation Procedure" shall be developed by the Parties during Transition and documented in the Procedures Manual. If the Parties cannot agree on a new escalation procedure, the D&B procedure existing as of the Effective Date shall be used for purposes of this Service Level. (ii) "Cash Collection Target" shall mean aggregate amount of account receivables IBM is required to collect during a specified time period (i.e., cash in the bank). The Cash Collection Targets for each region shall be established as follows: (A) D&B will establish monthly, quarterly and yearly Cash Collection Targets for each region during the annual budgeting process. (B) IBM will have the opportunity to communicate its views on the validity of the target and to propose reasonable adjustments to the target. D&B will take IBM's comments D&B / IBM Confidential B-4-5 into consideration and establish the final monthly, quarterly, and annual Cash Collection Target for each region. (C) The Cash Collection Targets will be updated on a quarterly basis based on actual forecasted quarterly sales and DSO activity. (D) During Transition, the Parties shall establish a forum for discussing Cash Collection Targets and develop strategies for achieving the targets during the Term. (b) Service Levels MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METHODOLOGY - ---------------------------------------------------------------------------------------------------------------- Cash Collected IBM shall meet or exceed the applicable monthly Cash Collection Cash Collection Targets Target for accounts receivables each month in each of the shall be established, following markets: (a) the U.S., (b) the U.K. (excluding Ireland), and adjusted on a (c) Ireland, (d) Italy, (e) the Netherlands, and (f) Belgium. monthly basis, in accordance with the process described in Section 1.4. Cancellations 100% of authorized Invoice cancellations shall be processed by Number of the IBM collections team within the earlier of (a) 1 Business Days Cancellations in and (b) the moment D&B's billing system is scheduled to close at collection workflow month-end. Classification of At the end of each month, at least 95% of the value on D&B's Manual review of past- Old Debt accounts receivables ledger in the U.S. and Europe older than 60 due invoices and D&B's days shall be classified with the appropriate status code. monthly AR ledger. D&B / IBM Confidential B-4-6 MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METHODOLOGY - --------------------------------------------------------------------------------------------------------------- Aged Debt* At the end of each month, the percentage of total receivables on Aged Debt shall be D&B's ledgers that are past due more than 60 and 90 days (the determined at the end "Aged Debt"), respectively, in (a) the U.S., (b) the U.K. (excluding of the last day of each Ireland), (c) Ireland, (d) Italy, (e) the Netherlands, and (f) Belgium fiscal quarter by shall be less than or equal to the corresponding Aged Debt generating an aged debt percentage in Attachment B-4-1. report. This Service Level shall be measured on a fiscal quarter basis. Collections 100% of invoices disputed by D&B customers shall be resolved Dispute within the time period specified in the Collections Dispute Management Escalation Procedure. * Supplier shall be excused from meeting the Aged Debt Service Level during the first six months following the Service Commencement Date; provided the actual Aged Debt for a market percentage does not increase above the Aged Debt percentage existing on the Service Commencement Date. (c) Post-Effective Date Recalibration for Aged Debt The Aged Debt Service Level requirements in Attachment B-4-1 were established using performance data from October 2003 through September 2004. These requirements (extending for six calendar quarters following the Service Commencement Date) shall be adjusted up or down on the Service Commencement Date using (A) actual Aged Debt performance prior to such date and (B) the methodology, improvement assumptions, and forecasting model documented in Attachment B-4-2. This shall be a one-time adjustment that establishes the Aged Debt Service Level requirements for six calendar quarters following the Service Commencement Date. D&B / IBM Confidential B-4-7 2. CASH APPLICATIONS 2.1 DEFINITIONS (a) "Credit Balance" shall mean an amount owed by D&B to a customer as a result of an overpayment, issuance of a credit, or other event. (b) "Unallocated Cash Percentage" shall mean the percentage of D&B's accounts receivables that is not allocated to the correct customer at the end of the month. (c) "Unmatched Cash Percentage" shall mean the percentage of D&B's accounts receivables that is allocated to the correct customer but not matched to the correct invoice at the end of the month. 2.2 CASH APPLICATIONS SERVICE LEVELS - U.S AND EUROPE MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METRIC METHODOLOGY - --------------------------------------------------------------------------------------------------------------- Electronic Cash 100% of electronic transactions between D&B's billing systems Manual report of daily and Invoice and banks and accounts receivable systems that require and monthly Reconciliation exception processing shall be applied to the appropriate D&B reconciliations from customer account or ledger if there is no remittance within 2 D&B's accounts Business Days. receivable system. Manual Cash / 100% of payments made by cash or check provided to IBM in a Manual report of daily Check and month that require manual posting shall be applied to the and monthly Invoice appropriate D&B customer account or ledger if there is no reconciliations. Reconciliation remittance within the earlier of (a) 2 Business Days of receipt, or (b) before month-end closing. Credit Card to 100% of manual or point of sale credit card payments shall be Manual report of daily Invoice posted to the appropriate D&B customer account or ledger if and monthly Reconciliation there is no remittance within the earlier of (a) 1 Business Day of reconciliations. receipt, or (b) before month-end closing. D&B / IBM Confidential B-4-8 MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METRIC METHODOLOGY - ----------------------------------------------------------------------------------------------------------------- Cancellations 100% of authorized Invoice cancellations shall be processed by Manual report of daily the IBM cash applications team within the earlier of (a) 2 and monthly Business Days of receipt and (b) before month-end close. reconciliations. Unallocated Cash (a) The Unallocated Cash Percentage at the end of each month Unallocated Cash - - U.S shall be less than or equal to (i) 0.0% in the U.S. and (ii) 0.45% in Percentage shall be Europe; and (b) No amount shall remain unallocated for more determined by a report than 45 days in the U.S. or 60 days in Europe. generated by Oracle at the end of every week and each month. Unmatched Cash - (a) The Unmatched Cash Percentage at the end of each month Unmatched Cash Europe shall be less than or equal to (i) 0.07% in the U.S.; (ii) 3.0% in Percentage shall be Europe; and (b) No amounts shall remain unmatched for more determined by a report than 45 days in the U.S. or 60 days in Europe. generated by Oracle at the end of each month. Credit Balances 100% of Credit Balances shall be processed (e.g., transferred or Performance against refunded) within 30 days of the date IBM identifies or is notified this Service Level will of such balances. be measured using a listing of credit balances and manual records of reasons and AR cash applications records. 3. AP/T&E - ALL REGIONS 3.1 DEFINITIONS (a) "Error" shall mean any inaccurate, duplicative, missed, or other erroneous entry or categorization of data on an Invoice, Order, T&E Claim Form, or other F&A document. D&B / IBM Confidential B-4-9 (b) "F&A Quality Standards" shall mean standards established by D&B to ensure Invoices and T&E Claim Forms are accurate and in compliance with applicable D&B policies and payment terms before they are paid, including with respect to (i) vendor header and site information, (ii) amount payable, (iii) invoice number and date, (iv) inclusion of appropriate supporting documentation and line item descriptions, (v) appropriate tax calculations regarding tax assessments and exemptions, (v) validity of lines of distribution and voucher numbers where applicable, and (vi) special handling instructions. 3.2 AP/T&E SERVICE LEVELS MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METHODOLOGY - ----------------------------------------------------------------------------------------------------------------- Document 100% of paper and electronic T&E Claim Forms from End Users Manual report Validation, in the U.S. and Canada, AP Invoices from End Users in the U.S., generated, in part using Preparation, and Canada, or U.K,., and all related supporting documentation information from AP Scanning - Oracle received by IBM shall be either: (i) scanned the same day as system received if received before 3:00 p.m. (local time where the Invoice is received by IBM) and uploaded to the appropriate AP system for D&B coding and approval; or (ii) rejected and referred back to the End User submitting the documents with an explanation for the rejection within 1 Business Day of receipt by IBM in the U.S. and 2 Business Days of receipt by IBM in Europe. Document 100% of pre-approved paper and electronic T&E Claims Forms Manual report Validation, from End Users in Europe (U.K.), AP Invoices from End Users in generated, in part using Preparation, and any country other than the U.S. or Canada, or U.K., and all information from AP Scanning - Non- related supporting documentation received by IBM shall be system Oracle Processes checked for coding and approval and either (i) processed into the appropriate AP system or (ii) rejected and referred back to the End User submitting the documents with an explanation for the rejection within 48 hours. Transaction 100% of transaction entry (e.g., Invoice header entry, Vendor Manual report Processing Master File maintenance, P-card administration) required into generated, in part using the AP or T&E systems will be processed within 1 Business Day information from AP of the date IBM receives the transaction request. system D&B / IBM Confidential B-4-10 MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METHODOLOGY - ----------------------------------------------------------------------------------------------------------------- Rush and 100% of "rush" or "emergency" AP Invoice, T&E claims, and Manual report Emergency special handling payments identified by D&B will be scanned generated, in part using Payment (where applicable), entered into the appropriate systems, and information from AP Processing processed on the same Business Day they are requested. systems Reconciliation, 100% of payment proposals sent to D&B for payment processing Manual report Validation, and shall be (i) without Errors, and (ii) either sent on schedule (for generated, in part using Payment Proposal scheduled payments), or sent within 1 Business Day of a D&B information from AP Process request (for ad hoc payment run requests). system Processing Quality (a) 99.5% of AP and T&E transactions, including scanning, This Service Level will invoice header entry, sales and use tax assessment, p-card be measured by administration, VAT identification, payment transactions, vendor manually checking the master file maintenance, U.S., invoice or T&E entry, and p-card quality of a statistically maintenance (b) 100% of 1099 processing, and (c) 100% of significant sample of manual T&E Claim Form entry shall be completed by IBM transactions each without Errors and in compliance with D&B Quality Standards. month 4. ORDER TO INVOICE PROCESSING - EUROPE 4.1 DEFINITIONS (a) "Credit Note" shall have the meaning given in Section 1.3 of Exhibit A-4 (F&A Services). (b) "Monthly Over-Usage Report" shall have the meaning given in Section 2.5(f) of Exhibit A-4 (F&A Services). (c) "Order" shall have the meaning given in Section 2.3 of Exhibit A-4 (F&A Services). D&B / IBM Confidential B-4-11 (d) "SMT" shall have the meaning given in Section 2.3 of Exhibit A-4 (F&A Services). (e) An Order will be considered "Validated and Processed" when: (i) all Order validation functions described in Section 2.5(c) of Exhibit A-4 (F&A Services) have been completed, and (ii) (ii) the Order has been processed in accordance with Section 2.5(e) (where compliant) or Section 2.5(d) (where non-compliant) of Exhibit A-4 (F&A Services). 4.2 SERVICE LEVELS MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METRIC METHODOLOGY - ------------------------------------------------------------------------------------------------------------------ Order Validation 100% of Orders provided to IBM before 3:00 p.m. Local Market Manual report and Processing Time in a month shall be Validated and Processed before close of generated, in part business the same day. using information from scanning systems and IBM shall use Commercially Reasonable Efforts to Validate and rejection logs Process Orders submitted after 3:00 p.m. on the last Business Day of the month before SOP is shut down for the month. IBM shall provide D&B with a list of all Orders that were not processed by month end for revenue recognition purposes. Order Rejections (a) 100% of Orders determined to be non-compliant during the Manual report order validation process described in Section 2.5(c) of Exhibit A-4 generated, in part (F&A Services) shall be rejected and referred (along with all using information from supporting documentation and an explanation for the rejection) scanning systems and to the D&B representatives submitting the Orders within 24 rejection logs hours of the moment IBM receives the Order; and (b) IBM shall escalate all unresolved Order rejections in accordance with D&B policies and procedures. Usage 100% of Orders on the Monthly Over-Usage Report shall be Manual comparison by Management invoiced by fiscal month-end unless a D&B policy or authorized IBM of Monthly Over- Reporting representative directs otherwise. Usage Report to list of Orders invoiced by during the month. D&B / IBM Confidential B-4-12 MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METRIC METHODOLOGY - ------------------------------------------------------------------------------------------------------------------ SMT Processing 100% of SMT requests provided to IBM before 3:00 p.m. on a Manual report Business Day shall be created and entered into SOP or a generated, in part rejection log before close of business the same day. using information from scanning systems and rejection logs Invoicing Printing 100% of Invoices, Credit Notes, and supporting documentation Manual report sent to IBM's print queue shall be printed by the later of (i) six hours from receipt, or (ii) the beginning of the next Business Day. 5. INQUIRY PROCESSING TIME 5.1 DEFINITIONS (a) "F&A Inquiry" shall mean a question or request for information from an End User pertaining to accounts payable the AP, T&E, and OTC Services for which IBM is responsible from a D&B vendor. (b) "F&A Inquiry Processing Time" shall be measured from (i) the moment IBM receives an F&A Inquiry, until (ii) the moment the inquiry is either (A) researched and resolved if D&B assistance is not required to resolve the inquiry; or (B) escalated to the appropriate D&B representative for resolution if D&B assistance is required to resolve the inquiry. 5.2 SERVICE LEVELS MEASUREMENT TOOL OR CATEGORY SERVICE LEVEL METRIC METHODOLOGY - --------------------------------------------------------------------------------------------------------- F&A Inquiry 100% of F&A Inquiries from End Users shall have an F&A Inquiry Manual report Processing Time Processing Time of less than 24 hours. D&B / IBM Confidential B-4-13 ATTACHMENT B-4-1 COLLECTIONS SERVICE LEVELS 1. DSO TARGETS DSO targets shall be established on the Service Commencement Date as required by Section 1.1(c) of Exhibit B- 4. The DSO targets shall be stated for 10 calendar quarters in the format of the tables below. QRT 1 QRT 2 QRT 3 QRT 4 QRT 5 Oct-04 Nov-04 Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 - ------------------------------------------------------------------------------------------- --------------------------------------- US 66.6 67.9 68.2 69.5 62.9 57.8 66.1 66.6 66.6 64.9 59.4 66.6 ROLL DSO 68.9 68.7 68.4 68.2 67.4 66.7 67.1 66.8 66.52 66.09 65.36 65.65 UK 107.4 99.3 98.5 95.8 185.3 135.1 127.1 138.7 135.1 130.7 128.0 100.1 ROLL DSO 135.6 134.0 133.0 131.9 137.9 132.4 130.6 130.3 128.79 127.22 125.84 122.54 Ireland 181.0 225.3 263.4 313.1 329.4 264.3 194.6 146.6 114.03 121.27 127.61 158.07 ROLL DSO 221.2 223.2 224.3 226.0 224.7 217.0 209.5 204.3 200.57 200.20 199.71 201.03 Holland 87.0 70.3 71.2 62.0 119.3 89.7 80.5 75.9 70.30 63.83 64.75 79.57 ROLL DSO 84.4 82.6 82.2 81.0 85.1 82.0 80.8 79.9 79.01 78.08 77.75 78.48 Belgum 82.8 78.1 82.8 60.5 94.9 72.5 79.1 78.1 71.61 88.35 92.07 74.38 ROLL DSO 85.4 84.5 84.4 82.2 84.5 82.3 82.3 81.8 80.87 81.74 81.51 79.62 Italy 179.3 137.4 124.7 144.7 185.6 172.9 165.6 176.5 160.2 158.3 180.2 160.7 ROLL DSO 178.3 173.7 171.7 172.3 174.3 171.9 170.1 169.6 167.03 165.68 166.15 163.28 QRT 5 QRT 6 QRT 7 QRT 8 Qrt9 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 May-06 Jun-06 Jul-06 Aug-06 - -------------------------------------------------------------------------------------------------------------------------------- US 62.9 64.1 64.3 65.6 59.3 54.5 62.4 62.83 62.83 61.31 56.05 ROLL DSO 65.06 64.86 64.59 64.39 63.61 62.97 63.33 63.08 62.79 62.39 61.70 UK 96.1 88.9 88.1 85.7 165.8 121.0 113.7 124.2 121.0 116.9 114.5 ROLL DSO 121.33 119.90 119.04 118.06 123.45 118.50 116.85 116.63 115.26 113.86 112.62 Ireland 163.81 203.94 238.34 283.38 298.13 239.16 176.09 132.68 103.20 109.75 115.48 ROLL DSO 200.19 201.95 202.95 204.49 203.34 196.40 189.61 184.85 181.51 181.19 180.74 Holland 80.43 65.03 65.88 57.33 110.38 83.00 74.44 70.16 65.03 59.04 59.89 ROLL DSO 78.05 76.37 76.03 74.96 78.68 75.89 74.71 73.92 73.09 72.22 71.92 Belgum 76.98 72.65 76.98 56.22 88.22 67.46 73.52 72.65 66.6 82.2 85.6 ROLL DSO 79.39 78.61 78.52 76.48 78.62 76.51 76.58 76.09 75.21 76.02 75.81 Italy 163.1 125.0 113.4 131.7 168.9 157.3 150.7 160.7 145.7 144.1 164.0 ROLL DSO 162.25 158.08 156.23 156.77 158.64 156.46 154.75 154.37 152.00 150.76 151.20 Qrt9 Qrt10 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 - ----------------------------------------------------------------------------- US 62.84 59.39 60.48 60.74 61.91 56.03 ROLL DSO 61.97 61.42 61.23 60.97 60.79 60.05 UK 89.6 86.0 79.6 78.9 76.7 148.4 ROLL DSO 109.67 108.59 107.31 106.54 105.66 110.49 Ireland 143.06 148.24 184.56 215.69 256.46 269.80 ROLL DSO 181.93 181.17 182.77 183.67 185.07 184.02 Holland 73.61 74.40 60.15 60.94 53.03 102.10 ROLL DSO 72.60 72.20 70.64 70.33 69.34 72.78 Belgum 69.2 71.6 67.6 71.6 52.3 82.0 ROLL DSO 74.05 73.83 73.11 73.03 71.13 73.11 Italy 146.2 148.5 113.8 103.2 119.8 153.7 ROLL DSO 148.58 147.64 143.85 142.17 142.66 144.36 D&B / IBM Confidential B-4 - 1 - 1 2. AVERAGE DAYS DELINQUENT Average Days Delinquent shall be established on the Service Commencement Date as required by Section 1.2(c) of Exhibit B-4. The Average Days Delinquent targets shall be stated for 10 calendar quarters in the format of the tables below. Qrt 1 Qrt 2 Qrt 3 Sep-04 Oct-04 Nov-04 Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 - -------------------------------------------------------------------------------------------------------------- US 18.3 20.6 23.5 15.0 20.6 18.3 16.8 24.6 24.0 ROLL ADD 23.8 23.7 23.6 22.6 22.8 22.3 21.8 22.2 21.8 UK 44.2 43.9 38.2 32.7 45.1 115.2 38.8 60.7 68.0 ROLL ADD 80.8 79.5 77.8 76.2 76.2 80.2 70.9 71.5 70.2 Ireland 102.7 93.6 136.9 147.1 213.6 197.0 151.1 89.6 75.3 ROLL ADD 167.4 163.0 162.9 158.7 158.5 149.5 138.9 128.7 124.3 Holland 46.0 27.2 20.9 28.6 41.3 80.2 36.1 35.7 30.4 ROLL ADD 43.5 41.1 40.0 40.2 40.6 42.7 37.6 36.8 35.7 Belgum 32.0 18.5 21.8 16.1 30.2 44.7 6.0 17.9 13.3 Roll ADD 31.2 29.5 29.4 28.6 29.3 29.9 26.0 26.8 26.1 Italy 92.5 112.5 77.0 75.9 90.6 121.3 108.0 97.7 104.3 ROLL ADD 141.6 139.8 133.0 130.1 128.5 127.6 122.1 117.4 114.4 Qrt 4 Qrt5 Qrt6 Qrt7 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 - -------------------------------------------------------------------------------------------------------------------------------- US 18.2 21.5 20.3 15.2 17.1 19.5 12.5 17.1 15.2 13.9 20.4 ROLL ADD 20.93 20.90 20.46 19.76 19.66 19.58 18.73 18.89 18.47 18.13 18.41 UK 77.7 82.8 79.3 31.9 31.7 27.6 23.6 32.6 83.1 28.0 43.8 ROLL ADD 68.98 67.07 64.35 58.35 57.39 56.14 55.01 55.00 57.93 51.22 51.61 Ireland 61.2 67.4 74.4 69.8 63.6 93.1 100.0 145.2 133.9 102.8 61.0 ROLL ADD 120.51 118.78 116.87 113.83 110.82 110.79 107.95 107.81 101.68 94.43 87.50 Holland 7.0 26.7 28.4 36.2 21.4 16.5 22.5 32.5 63.1 28.4 28.1 ROLL ADD 33.26 34.63 34.21 34.21 32.32 31.50 31.62 31.92 33.60 29.62 29.00 Belgum 27.8 34.4 36.0 25.6 14.8 17.4 12.9 24.1 35.8 4.8 14.4 Roll ADD 27.00 26.98 26.43 24.94 23.62 23.54 22.85 23.47 23.90 20.83 21.47 Italy 92.7 95.1 121.0 62.9 76.5 52.4 51.6 61.6 82.5 73.4 66.5 ROLL ADD 109.75 106.57 105.13 96.28 95.04 90.42 88.47 87.36 86.74 83.06 79.86 Qrt8 Qrt9 Qrt10 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 - ------------------------------------------------------------------------------------------------------------------------ US 19.9 15.1 17.8 16.8 12.6 14.2 16.2 10.3 14.2 12.6 ROLL ADD 18.05 17.37 17.34 16.98 16.40 16.32 16.25 15.54 15.68 15.33 UK 49.1 56.1 59.8 57.3 23.0 22.9 19.9 17.0 23.5 60.0 ROLL ADD 50.72 49.80 48.42 46.46 42.13 41.43 40.53 39.72 39.71 41.82 Ireland 51.2 41.6 45.9 50.6 47.5 43.3 63.3 68.0 98.8 91.1 ROLL ADD 84.54 81.95 80.77 79.47 77.40 75.36 75.34 73.41 73.31 69.14 Holland 23.9 5.5 21.0 22.4 28.5 16.8 13.0 17.7 25.6 49.7 ROLL ADD 28.09 26.18 27.26 26.92 26.93 25.44 24.79 24.89 25.12 26.44 Belgum 10.6 22.2 27.5 28.8 20.5 11.9 13.9 10.3 19.3 28.6 Roll ADD 20.91 21.60 21.58 21.15 19.96 18.90 18.83 18.28 18.78 19.12 Italy 70.9 63.1 64.6 82.3 42.8 52.0 35.6 35.1 41.9 56.1 ROLL ADD 77.80 74.63 72.47 71.49 65.47 64.63 61.48 60.16 59.41 58.99 D&B / IBM Confidential B-4 - 1 - 2 3. AGED DEBT Aged Debt shall be established on the Service Commencement Date as required by Section 0 of Exhibit B-4. The Aged Debt targets shall be stated for 10 calendar quarters in the format of the tables below. Start DSO (rolling Avg) Baseline Qrt-2 Qrt-3 Qrt-4 Qrt-5 Qrt-6 Qrt-7 Qrt-8 Qrt-9 Qrt-10 Qrt Drop - ---------------------------------------------------------------------------------------------------------------------------------- US % > 60 9.30% Plan 8.44% 7.58% 6.72% 5.86% 5.00% 0.86% % > 90 4.66% Plan 4.33% 4.00% 3.66% 3.33% 3.00% 0.33% Var UK % > 60 14.88% Plan 12.90% 10.93% 8.95% 6.98% 5.00% 1.98% % > 90 11.05% Plan 9.44% 7.83% 6.22% 4.61% 3.00% 1.61% Var Ireland % > 60 51.91% Plan 43.93% 35.95% 27.96% 19.98% 2.00% 7.98% % > 90 15.07% Plan 13.66% 12.24% 10.83% 9.41% 8.00% 1.41% Var Holland % > 60 6.11% Plan 5.80% 5.49% 5.18% 4.87% 4.56% 0.31% % > 90 4.07% Plan 3.82% 3.58% 3.33% 3.09% 2.84% 0.25% Var Belgum % > 60 6.79% Plan 6.43% 6.07% 5.72% 5.36% 5.00% 0.36% % > 90 4.16% Plan 3.93% 3.70% 3.46% 3.23% 3.00% 0.23% Var Italy % > 60 42.58% Plan 36.46% 30.35% 24.23% 18.12% 2.00% 6.12% % > 90 37.95% Plan 31.96% 25.97% 19.98% 13.99% 8.00% 5.99% Var D&B / IBM Confidential B-4 - 1 - 3 ATTACHMENT B-4-2 FORECASTING METHODOLOGY AND MODEL The purpose of this Attachment B-4-2 is to provide an Excel forecasting model designed during the Agreement negotiation process and to describe the key assumptions that IBM and D&B agree to use when forecasting the parameters against which IBM's future Average DSO, Average Days Delinquent, and Aged Debt performance will be measured, and when updating and re-forecasting such parameters. The key assumption made in relation to each Service Level is that through use of improved processes and technologies, IBM will be able to improve on the past performance of D&B in the areas of Average DSO, Average Days Delinquent, and Aged Debt. 1. AVERAGE DSO AND AVERAGE DAYS DELINQUENT In the forecasting model embedded in Section 4 (in the electronic version of this Attachment B-4-2), an opening position for Average DSO and Average Days Delinquent is calculated based on the actual previous 12 months of historical results from D&B records. The target for performance is then calculated based on a required improvement percentage over the first 10 quarters following the Service Commencement Date. From the monthly rate of change that is required to achieve the end result, it is possible to predict the monthly trend data, based on previous year equivalent result, that will be needed to produce this end result. The Average Days Delinquent forecasting model is based on the improvement assumptions below. The Parties may mutually agree to adjust these assumptions during the Term. If the Parties are unable to agree on new improvement assumptions, the assumptions below shall continue to apply. (a) 1.06 day reduction per quarter in the US (b) 4.66 day reduction per quarter in the UK (c) 11.52 day reduction per quarter in Ireland (d) 1.87 day reduction per quarter in Holland (e) 1.35 day reduction per quarter in Belgium (f) 9.71 day reduction per quarter in Italy The Service Level achievement will be monitored against this monthly trend data. Improvement after the 10th quarter following the Service Commencement Date will be subject to later negotiation between D&B and IBM. D&B / IBM Confidential B-4 - 2 - 1 2. AGED DEBT In the forecasting model in Section 4, an opening position for Aged Debt is calculated based on the actual previous 12 months of historical results from D&B records. The target for performance is then calculated based on an anticipated improvement over the first six quarters following the Service Commencement Date. The Aged Debt forecasting model is based on the improvement assumptions below. The Parties may mutually agree to adjust these assumptions during the Term. If the Parties are unable to agree on new improvement assumptions, the assumptions below shall continue to apply. (a) In the US, 0.86% drop in debt > 60 days and 0.33% drop in debt > 90 days. (b) In the UK, 1.98% drop in debt > 60 days and 1.61% drop in debt > 90 days. (c) In Ireland, 7.98% drop in debt > 60 days and 1.41% drop in debt > 90 days. (d) In Holland, 0.31% drop in debt > 60 days and 0.25% drop in debt > 90 days. (e) In Belgium, 0.36% drop in debt > 60 days and 0.23% drop in debt > 90 days. (f) In Italy, 6.12% drop in debt > 60 days and 5.99% drop in debt > 90 days. The Service Level achievement will be monitored against this monthly trend data. Improvement after the 6th quarter following the Service Commencement Date will be subject to later negotiation between D&B and IBM. 3. RECALIBRATION Any recalibration of Service Levels on the Service Commencement Date done in accordance with Section 1.1(c), 1.2(c), or 1.4(c) of Exhibit B-4 (Financial Processing Service Levels) shall use the same forecasting tool the Parties used to establish the requirements above (i.e., the forecasting model in Section 4 below) and shall be based on the same assumptions. 4. FORECASTING MODEL The excel forecasting model described above in this Attachment is embedded below in the electronic version of this document. D&B / IBM Confidential B-4 - 2 - 2 DSO Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * DSO Jul-04 Aug-04 Average 6mth avg - -------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * Italy 174 198 179.85 185.67 BPDSO Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 - ----------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * BPDSO Jul-04 Aug-04 Average 6mth avg - --------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. ADD Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 - --------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ADD Jul-04 Aug-04 Average 6mth avg - ---------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. 1st base mth on mth % Baseline BPDSO (avg) ADD Target 30mth Goal Drop per Qrt % Drop decrease - ---------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * - ---------------------------------------------------------------------------------------------------------------------------- Total mth on mth % $ Sales 1 day DSO Past Dues Total Drop Opportunity ADD Goal Drop Qrt % Drop decrease - ----------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * QRT 1 QRT 2 QRT 3 Jul-04 Aug-04 Sep-04 Oct-04 Nov-04 Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * QRT 4 QRT 5 QRT 6 QRT 7 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. QRT 8 Qrt9 Qrt10 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 - ---------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Start DSO (rolling Avg) Qrt-2 Qrt-3 Qrt-4 Qrt-5 Qrt-6 Qrt-7 Qrt-8 Qrt-9 Qrt-10 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * (LINE GRAPH) * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 - -------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Qrt 1 Qrt 2 Qrt 3 Jul-04 Aug-04 Sep-04 Oct-04 Nov-04 Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Qrt 4 Qrt5 Qrt6 Qrt7 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06 Apr-06 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Qrt8 Qrt9 Qrt10 May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 - ------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 1st base Target Start ADD (rolling Avg) Qrt-2 Qrt-3 Qrt-4 Qrt-5 Qrt-6 Qrt-7 Qrt-8 Qrt-9 Qrt-10 - ---------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Baseline ------------------ % > 60 % > 90 ------------------ * * * * * * * * * * * * * * * * * * * * * * * * Start DSO (rolling Avg) Baseline Qrt-2 Qrt-3 Qrt-4 Qrt-5 Qrt-6 Qrt-7 Qrt-8 Qrt-9 Qrt-10 - ---------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Start DSO Decrease On (rolling Avg) Baseline Qrt Drop Age Profile - ----------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * GOAL LINE * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * US Mth 1 Mth 2 Mth 3 Mth 4 Mth 5 Mth 6 Mth 7 Mth 8 Mth 9 Mth 10 Mth 11 Mth 12 - -- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05 - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Baseline -------------------------- Unallocated Unmatched * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Total Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04 Mar-04 Apr-04 May-04 Jun-04 Jul-04 ----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Aug-04 Average 6mth avg ------ ------- -------- * * * * * * * * * * * * * * * * $ CONVERSION TO EURO W/O AUG-03 % ON (1.2283) & TO AUG-04 SALES L to $ (1.783) --------- ----- -------------- * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EUROPEAN ACCOUNTS RECEIVABLE SPIN DOWN ANALYSIS $K MARKET UK 17.50% FISCAL PERIOD TOTAL SALES SALES + VAT UNBILLED NYD CURRENT 0-30 31-60 61-90 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 106,575,392 17.50% 91-120 121-365 >365 TOTAL TRADE % > 60 % > 90 BPDSO U/A * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Average * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. 17.50% U/A NORMALISED % U/A UMATCHED UMATCHED NORMALISED % UNMATCHED * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Average Average Month on Month Collection % * * * * * * * Average Collection - Act * * * * * * * Avge Collection - 2002 sales only (excl Dec) * * * * * * * Collection % of Original Debt Average Collection % of Original Debt * * * * * % debt remaining * * * * * Estimated Collections based on prior month aged buckets COLLECTION TARGET * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * UK M10 M11 M12 M1 M2 M3 M4 M5 M6 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * UK M7 M8 M9 M10 M11 M12 M12 03 Targ M12 Targ Inc * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EUROPEAN ACCOUNTS RECEIVABLE SPIN DOWN ANALYSIS $K MARKET IRELAND 20.00% Fiscal Total Sales + period Sales VAT unbilled NYD Current 0-30 31-60 61-90 91-120 121-365 >365 Total Trade ------ ----- --- -------- --- ------- ---- ----- ----- ------ ------- ---- ----------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * average * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * No month Actual data 33 33 33 33 33 33 33 3,446,608 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Fiscal period > 60 % > 90 BPDSO ------ ----- ------ ----- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Estimated Collections based on prior month aged buckets COLLECTION TARGET * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M10 M11 M12 M1 M2 M3 M4 M5 M6 M7 M8 M9 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M11 M12 M12 03 Tar M12 Targ Inc * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EUROPEAN ACCOUNTS RECEIVABLE SPIN DOWN ANALYSIS $K MARKET NETHERLANDS 19.00% Fiscal period Total Sales Sales + VAT unbilled NYD Current 0-30 31-60 - -------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Fiscal period 61-90 91-120 121-365 >365 Total Trade % > 60 % > 90 - ---------------------------------------------------------------------------------------------------------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Estimated Collections based on prior month aged buckets * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M10 M11 M12 M1 M2 M3 M4 M5 M6 M7 - ------------------------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M8 M9 M10 M11 M12 M12 03 Targ M12 Targ Inc - ------------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EUROPEAN ACCOUNTS RECEIVABLE SPIN DOWN ANALYSIS $K MARKET BELGIUM 21.00% Fiscal period Total Sales Sales + VAT unbilled NYD Current 0-30 31-60 61-90 ------------- ----------- ----------- -------- --- ------- ---- ----- ----- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 21.00% 91-120 121-365 >365 Total Trade % > 60 % > 90 BPDSO ------ ------- ---- ----------- ------ ------ ----- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Estimated Collections based on prior month aged buckets * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M10 M11 M12 M1 M2 M3 M4 M5 M6 M7 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * M8 M9 M10 M11 M12 M12 03 Targ M12 Targ Inc * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EUROPEAN ACCOUNTS RECEIVABLE SPIN DOWN ANALYSIS $K MARKET ITALY 20.00% Fiscal period Total Sales Sales + VAT unbilled NYD Current 0-30 31-60 ------------- ----------- ----------- -------- --- ------- ---- ----- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. 20.00% 61-90 91-120 121-365 >365 Total Trade % > 60 % > 90 ----- ------ ------- ---- ----------- ------ ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * - -------------------------------------------------------- * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EXHIBIT B-5 CRITICAL SERVICE LEVELS I. CONTACT CENTER CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-1 (Y/N) PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------- INBOUND CONTACTS ASA - Aggregate measure for Customer Support and Technical Support Section 2 No ASA - Customer Support Section 2 No ASA - Technical Support Section 2 No ASA - Gold Service Contacts Section 2 No Service Factor - Aggregate measure for Customer Support and Section 2 No Technical Support Service Factor - Customer Support Section 2 No Service Factor - Technical Support Section 2 No Service Factor - Gold Service Contacts Section 2 No Call Back Time Section 2 No ACP - Aggregate measure for Customer Support and Technical Support Section 2 No ACP - Customer Support Section 2 No ACP - Technical Support Section 2 No Percentage of Calls Placed on Hold Section 2 No Average On Hold Time Section 2 No First Time Resolution Section 2 No Reopened Ticket Percentage (Inbound Contacts) Section 2 No SEVERE RISK TIPS Severe Risk Tip Ratio - (U.S. Only) Section 3 Yes * High Risk Severe Risk Tip Accuracy Rate - (U.S. Only) Section 3 Yes * Business Deterioration Severe Risk Tip Accuracy Rate - (U.S. only) Section 3 Yes * OUTBOUND SERVICE REQUESTS Outbound Service Requests Accepting Interview Section 4 Yes * Reopened Ticket Percentage (Outbound Contacts) Section 4 No Inquiry Screening Section 4 Yes * SALES ACTIVITY Credit Card Sales Percentage Section 5 No Electronic Delivery Percentage ("EDP") Section 5 No Traditional RMS Products - Number of Qualified Leads (North America) Section 5 Yes * Traditional RMS Products - Number of Qualified Leads (Europe) Section 5 No * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-5-1 CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-1 (Y/N) PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------- Traditional RMS Products - Qualified Lead Close Rate Section 5 No DUNS Voice Record Hit Rate Section 5 No Close Rate for Self Awareness Product Sales Section 5 No QUALITY AND COMPLETENESS Percentage of Contacts Properly Documented Section 6 No Unable to Locate ("UTL") Rate (North America) Section 6 Yes * Unable to Locate ("UTL") Rate (Europe) Section 6 Yes * Transferred Contact Percentage Section 6 No Record Update Accuracy Rate Section 6 Yes * (North America) Record Update Accuracy Rate Section 6 Yes * (Europe) Record Opportunity Completeness Quality Section 6 Yes * (North America) Record Opportunity Completeness Quality Section 6 Yes * (Europe) Family Tree Update Accuracy Rate Section 6 Yes * Family Tree Opportunity Completeness Rate Section 6 Yes * Contract Entry Accuracy Rate Section 6 Yes * Usage Adjustments Accuracy Rate Section 6 Yes * RECORD COMPLETENESS SCORES Record Completeness Score - Full Records (North America) Section 7.3 No Record Completeness Score - Full Records (Europe) Section 7.3 No Record Completeness Score - Branch Records (North America) Section 7.3 No Record Completeness Score - Branch Records (Europe) Section 7.3 No Record Completeness Score - DSR's (North America) Section 7.3 No Record Completeness Score - DSR's (Europe) Section 7.3 No QUALITY OF CUSTOMER INTERACTION U.S. Section 8 No Canada Section 8 No Italy Section 8 No UK (including Ireland) Section 8 No Benelux Section 8 No Family Tree Section 8 No CUSTOMER SATISFACTION U.S. Section 9 No Canada Section 9 No Italy Section 9 No D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-5-2 CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-1 (Y/N) PERCENTAGE - ------------------------------------------------------------------------------------------------------------------------------- UK (including Ireland) Section 9 No Benelux Section 9 No Family Tree Section 9 No NORTH AMERICA TURN-AROUND TIMES Contract Administration Request (Contract Entry) Section 10.2(a) Yes * Contract Administration Request (Name and Address Changes) Section 10.2(a) No Contract Administration Request (Account Transfer) Section 10.2(a) No E-mail Response Section 10.2(a) No Standard Service Failure - US and Complaints - US Section 10.2(a) Yes * Service Failure - US Priority 1-Day Section 10.2(a) Yes * Service Failure - US Priority 2-Day Section 10.2(a) Yes * CRC Renewals Section 10.2(a) No Record Rework Section 10.2(a) No Fulfillment Request (Originating Reports) Section 10.2(a) Yes * Fulfillment Request (Trade Requests) Section 10.2(a) Yes * Inquiry Screening Transaction Section 10.2(a) No Usage Requests (Complex) Section 10.2(a) Yes * Family Tree - Corporate Family Updates (Scheduled) Section 10.2(a) No Family Tree Linkage Validation and Error Resolution Section 10.2(a) Yes * Family Tree Corporate Updates (Ad hoc) Section 10.2(a) Yes * ACUG Public Records Update Section 10.2(a) Yes * E-Update Validation (Regular and Financial) Section 10.2(a) No EUROPE TURN-AROUND TIMES Service Failures - Europe (Excluding Priority) Section 10.2(b) Yes * Service Failures - Europe (Priority) and all Section 10.2(b) Yes * Complaints - Europe EMC Customer Service Requests Section 10.2(b) No Family Tree Corporate Updates (Scheduled) Section 10.2(b) No Family Tree Corporate Updates (Ad hoc) Section 10.2(b) Yes * VIP Request (Companies in Holland) Section 10.2(b) No VIP Request (International companies other than U.S. and Europe) Section 10.2(b) No VIP Request (U.S. or European companies other than Holland) Section 10.2(b) No Customer Service Requests - Europe and Section 10.2(b) No Order Requests - Europe Technical Support Requests Section 10.2(b) No Gold Service Requests Section 10.2(b) No D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-5-3 Service Level Section Crital Service Reference in Service Level Exhibit B-1 Level Credit (y/n) Percentage File Update Request (File Build) $10.2(b) No File Update Request (File Maintenance) $10.2(b) No II. DATA PROGRAMMING CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-2 (Y/N) PERCENTAGE - ----------------------------------------------------------------------------------------------------- DELIVERY SERVICES Service Request Response Time Section 1.2 No Project Sizing Time Section 1.2 No Standard Delivery Projects Section 1.3 Yes * Priority Delivery Projects Section 1.3 Yes * EOM Delivery Projects Section 1.3 Yes * Delivery Project Quality - Gold Service Customers Section 1.4 Yes * Delivery Project Quality - Non-Gold Service Customers Section 1.4 Yes * GLOBAL TRADE SERVICES Delinquency File Turn-around Time Section 2.3 No Manual File Processing Time Section 2.3 No ABEND Resolution Section 2.3 No I Case Resolution Section 2.3 No Standard Benefits and Incentives Section 2.3 No Priority Benefits and Incentives Section 2.3 No III. TRANSACTION PROCESSING CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-3 (Y/N) PERCENTAGE - ---------------------------------------------------------------------------------------------------------- Detrimental Data - Completeness Section 3.1 No Detrimental Data - Timeliness Section 3.1 No Detrimental Data - Accuracy Section 3.1 No Registration Data - Accuracy Section 3.2 No Registration Data - Completeness Section 3.2 No Registration Data - Timeliness (Non-EMC Countries) Section 3.2 No Registration Data - Timeliness (EMC Countries) Section 3.2 No Registration Data - Interview Accuracy and Completeness Section 3.2 No D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-5-4 CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-3 (Y/N) PERCENTAGE - ---------------------------------------------------------------------------------------------------------- Registration Data - Interview Interlocutor Targets Section 3.2 No Press Data - Accuracy Section 3.3 No Press Data - Timeliness Section 3.3 No Press Data - Completeness Section 3.3 No Ad Hoc Data - Accuracy Section 3.4 No Ad Hoc Data - Completeness Section 3.4 No Ad Hoc Data - Timeliness Section 3.4 No Error Rework - Type 1 Rejects - Timeliness Section 3.5 No Error Rework - Type 2 Rejects -Timeliness Section 3.5 No Error Rework - Accuracy Section 3.5 No Customer Specific Data - Van Leeuwen Section 3.6 No Customer Specific Data - Ratings Review Section 3.6 No Customer Specific Data - US Government DUNS Number Requests Section 3.6 No IV. FINANCE PROCESSING CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-4 (Y/N) PERCENTAGE - ------------------------------------------------------------------------------------------------------------------ COLLECTIONS Average Days Delinquent - U.S. and Europe Section 1.2 No Bad Debt Percentage - US Section 1.3 No Bad Debt Percentage - Europe Section 1.3 No Cash Collected Section 1.4 No Cancellations Section 1.4 No Classification of Old Debt Section 1.4 No Aged Bad Debt Section 1.4 No Collections Dispute Management Section 1.4 No CASH APPLICATIONS Electronic Cash and Invoice Reconciliation Section 2.2 No Manual Cash / Check and Invoice Reconciliation Section 2.2 No Credit Card to Invoice Reconciliation Section 2.2 No Cancellations Section 2.2 No Unallocated Cash - U.S Section 2.2 No Unmatched Cash - Europe Section 2.2 No Credit Balances Section 2.2 No AP/T&E Document Validation, Preparation, and Scanning - Oracle Section 3.2 No Document Validation, Preparation, and Scanning - Non-Oracle Processes Section 3.2 No D&B / IBM Confidential B-5-5 CRITICAL SERVICE SECTION SERVICE LEVEL REFERENCE IN LEVEL CREDIT SERVICE LEVEL EXHIBIT B-4 (Y/N) PERCENTAGE - ------------------------------------------------------------------------------------------------------------------ Transaction Processing Section 3.2 No Rush and Emergency Payment Processing Section 3.2 No Reconciliation, Validation, and Payment Proposal Process Section 3.2 No Processing Quality Section 3.2 No ORDER-TO-CASH Order Validation and Processing Section 4 No Order Rejections Section 4 No Usage Management Reporting Section 4 No SMT Processing Section 4 No Invoicing Printing Section 4 No INQUIRY PROCESSING TIME F&A Inquiry Processing Time Section 5.2 No D&B / IBM Confidential B-5-6 EXHIBIT B-6 MISSION CRITICAL SERVICE FAILURES With reference to Section 23.1(d) of the Agreement, the following are the circumstances that would constitute a Mission Critical Service Failure on the part of IBM: 1. A total or near total failure, in either the U.S. Major Markets or the Europe Major Market, to perform the Order, Customer Service, Complaint and Service Failure Services described in Exhibit A-1 (Contact Center Services) for a cumulative total of at least eight (8) hours during Local Market Business Hours over any three (3) consecutive day period; 2. A failure, in one or more of the Major Markets, to complete at least eighty percent (80%) of the RMS Delivery, SMS Delivery, Canada Delivery, and Europe Delivery Services jobs described in Exhibit A-2 (Data Programming Services) that are scheduled to be completed during the last ten (10) calendar days of any month during the Term; 3. A failure during a month, in the Europe Major Market, to process at least seventy-five percent (75%) of the Orders in compliance with the Order Validation and Processing Service Level set forth in Exhibit B-4; 4. In one or more of the Major Markets, actual cash collections during a month is less than seventy-five percent (75%) of the applicable Cash Collections Target set forth for such Major Market in Exhibit B-4 (Finance Processing Service Levels), or 5. Due to the fault of IBM, D&B is unable to complete a quarterly or year-end close of its books on time, as a result of which D&B's scheduled earnings release is delayed, or an audit conducted by or for D&B contains a finding that D&B is materially out of compliance with the requirements of the Sarbanes-Oxley Act of 2002, including any applicable regulations issued by the U.S. Securities and Exchange Commission (SEC) and the SEC-administered Public Company Accounting Oversight Board, and such non-compliance is due to IBM's failure to comply with the Sarbanes-Oxley Compliance requirements set forth in Section 3(b)of Exhibit A-5 (Cross Functional Services Statement of Work); and/or 6. Pursuant to Exhibit A-7 (Revenue Commitment Service Levels), IBM owes (or has paid or given) or, but for the Revenue Credit Caps, would have owed, paid or given, D&B credits during four consecutive Revenue Quarters in an amount that, in the aggregate, exceeds the sum of the Revenue Credit Caps during each of such Revenue Quarters. D&B / IBM Confidential B-6-1 EXHIBIT B-7 REVENUE COMMITMENT SERVICE LEVELS 1. REVENUE 1.1 Definitions (a) * (b) * (c) * (d) * (e) * (i) * (ii) * (f) * (g) * (h) * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-1 * (j) * (k) * (l) * (m) * (n) * (o) * 1.2 General Provisions (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-2 * (c) * (i) * * (ii) * (d) * (i) * (ii) * (e) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-3 * 1.3 Direct Sales of Self-awareness Products (a) * (b) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-4 Table 1: Self-awareness Products TIER 0 TIER 1 TIER 2 TIER 3 --------------------------- ------------------------ ----------------------- -------------------- AMOUNT DBGR RSGR CONDITIO (CREDIT) CONDITION AMOUNT CONDITION AMOUNT CONDITION AMOUNT - ---------------------------------------------------------------------------------------------------------------------- + + * * * * * * * * + - * * * * * * * * - + * * * * * * * * - - * * * * * * * * 1.4 Up-sell and Cross-sell (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-5 * (c) * Table 2: Up - sell and Cross - Sell TIER 0 TIER 1 TIER 2 TIER 3 --------------------------- ------------------------ ----------------------- -------------------- AMOUNT DBGR RSGR CONDITIO (CREDIT) CONDITION AMOUNT CONDITION AMOUNT CONDITION AMOUNT - ---------------------------------------------------------------------------------------------------------------------- + + * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-6 + - * * * * * * * * - - + * * * * * * * * - - - * * * * * * * * 1.5 Lead Generation (a) * (b) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-7 * Table 3: Lead Generation TIER 0 TIER 1 TIER 2 TIER 3 --------------------------- ------------------------ ----------------------- -------------------- AMOUNT DBGR RSGR CONDITIO (CREDIT) CONDITION AMOUNT CONDITION AMOUNT CONDITION AMOUNT - ---------------------------------------------------------------------------------------------------------------------- + + * * * * * * * * + - * * * * * * * * - + * * * * * * * * - - * * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-8 * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. B-7-9 SCHEDULE C CHARGES TABLE OF CONTENTS 1. INTRODUCTION.................................................................................................. 3 2. DEFINITIONS................................................................................................... 4 2.1 Certain Definitions............................................................................ 4 2.2 Other Terms.................................................................................... 6 3. CHARGES METHODOLOGY........................................................................................... 6 3.1 Service Charges................................................................................ 6 3.2 Financial Responsibilities..................................................................... 8 4. MONTHLY CHARGES AND INVOICING................................................................................. 8 4.1 Fixed Service Charges.......................................................................... 8 4.2 Variable Service Charges....................................................................... 8 4.3 Out-of-Pocket Expenses......................................................................... 10 4.4 Taxes.......................................................................................... 11 4.5 Credits........................................................................................ 11 4.6 Invoicing Procedures........................................................................... 11 4.7 Invoice Substantiation......................................................................... 13 5. [RESERVED].................................................................................................... 13 6. TAXES......................................................................................................... 13 6.1 Taxes for Which D&B is Responsible............................................................. 13 6.2 Taxes for Which IBM is Responsible............................................................. 13 6.3 Property Taxes................................................................................. 14 6.4 Tax-related Information........................................................................ 14 7. PAYMENT....................................................................................................... 15 7.1 Payment by D&B................................................................................. 15 7.2 Disputed Charges............................................................................... 15 7.3 Set-off........................................................................................ 16 8. MECHANISMS FOR CHANGING PRICES AND CHARGES.................................................................... 16 8.1 Economic Change Adjustment..................................................................... 16 8.2 Transition Delays.............................................................................. 16 8.3 Price Benchmarking............................................................................. 16 8.4 Extraordinary Events........................................................................... 16 8.5 Gain-Sharing................................................................................... 18 8.6 Recalibration.................................................................................. 19 8.7 Minimum Annual Service Charges................................................................. 20 9. POTENTIAL FUTURE CHARGES...................................................................................... 20 9.1 Prices and Charges for New Services............................................................ 20 9.2 Termination Charges............................................................................ 23 9.3 Charges for Termination/Expiration Assistance.................................................. 23 10. RESPONSIBILITY FOR CAPACITY NEEDS............................................................................ 24 11. RESOURCE AND BUDGET PLANNING/FORECASTING..................................................................... 24 Exhibits C-1: Transaction Types and Transaction Volume Measurement C-2: Pricing Tables D&B / IBM Confidential C-1 C-3: T&M Rate Schedule C-4: Transaction Baselines C-5: Transition Reimbursement C-6: Finance Processing Gain-Share C-7: Minimum Annual Service Charges C-8: Financial Responsibilities Attachment C-8-1 Financial Responsibilities Matrix C-9: Price Benchmarking C-10: Economic Change Adjustment Attachment C-10-1 Inflation Sensitivity Factors C-11: Termination Charges Attachment C-11-1 Termination Charges Schedule C-12: Transition Delay Credits C-13: Invoice Template D&B / IBM Confidential C-2 SCHEDULE C CHARGES 1. INTRODUCTION (a) * (i) * (ii) * (iii) * (iv) * (v) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-3 2. DEFINITIONS 2.1 CERTAIN DEFINITIONS. * (a) * (b) * (c) * (d) * (e) * (f) * (g) * (h) * (i) * (j) * (k) * (l) * (m) * (n) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-4 (o) * (p) * (q) * (r) * (s) * (t) * (u) * (v) * (w) * (x) * (y) * (z) * (aa) * (bb) * (cc) * (dd) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-5 * (ee) * (ff) * (gg) * (hh) * 2.2 Other Terms. * 3. CHARGES METHODOLOGY 3.1 * (a) * (i) * (ii) * (b) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-6 * (d) * (e) * (i) * (ii) * (iii) * (iv) * (v) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-7 (f) * 3.2 * * 4. MONTHLY CHARGES AND INVOICING * 4.1 * * 4.2 * (a) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8 * (b) * (c) * (d) * (e) * (f) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-9 4.3 Out-of-pocket Expenses. (a) * (b) * (c) * (i) * (ii) * (iii) * (d) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-10 4.4 Taxes. * 4.5 Credits. * 4.6 Invoicing Procedures. * (a) * (b) * (c) * (d) * (e) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-11 * (f) * (g) * (h) * (i) * (ii) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-12 4.7 * * 5. [RESERVED] 6. TAXES * 6.1 * (a) * (b) * 6.2 * (a) * (i) * (ii) * (iii) * (iv) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-13 * (v) * 6.3 Property Taxes. * 6.4 Tax-Related Information. (a) * (i) * (ii) * (iii) * (b) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-14 * 7. PAYMENT 7.1 * * 7.2 Disputed Charges. (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-15 7.3 Set-off. * 8. MECHANISMS FOR CHANGING PRICES AND CHARGES * 8.1 Economic Change Adjustment. * 8.2 Transition Delays. * 8.3 Price Benchmarking. * 8.4 Extraordinary Events. (a) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-16 * (b) * (c) * (d) * (e) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-17 * (f) * 8.5 Gain-Sharing. (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-18 * (c) * (d) * (e) * 8.6 * * (a) * (b) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-19 * (d) * (e) * 8.7 * * * 9 Potential Future Charges 9.1 * (a) * (b) * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-20 * (ii) * (c) * (i) * (ii) * (iii) * (iv) * (v) * (vi) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-21 (d) * (e) * (f) * (g) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-22 * (h) * 9.2 Termination Charges. (a) * (b) * 9.3 Charges for Termination/Expiration Assistance. * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-23 * (ii) * (iii) * 10. RESPONSIBILITY FOR CAPACITY NEEDS * 11. RESOURCE AND BUDGET PLANNING/FORECASTING (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-24 * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-25 EXHIBIT C-1 TRANSACTION TYPES AND TRANSACTION VOLUME MEASUREMENT Exhibit C-2 (Pricing Tables) lists the Transaction types and corresponding rates IBM shall use to charge D&B for the Services. This Exhibit C-1 provides a definition for each of those Transaction types and explains how IBM shall measure, track, and count the Transactions when calculating IBM's Variable Service Charges each month. 1. DATA PROGRAMMING SERVICES 1.1 Global Trade Services The Transaction type definitions and measurement information in this Section 1.1 shall be used to calculate the Variable Service Charges for the Global Trade Services IBM performs. (a) Global Trade Service Transaction Types. (i) "Delinquent File" shall mean a file expected by D&B from a global trade customer that was not received on-time. IBM shall charge D&B for each Delinquent File referred to IBM by D&B for which IBM performs the e-mail prompting and processing Services described in Section 1.3(a) of Exhibit A-2 (Data Programming Services) and: (A) Obtains the Delinquent File; (B) Obtains a commitment from a customer to provide the Delinquent File with the next month's file submission; or (C) Refers the Delinquent File back to D&B after performing the activities described in Section 1.3(a) of Exhibit A-2 (Data Programming Services) with an explanation of why the file cannot be obtained. (ii) "Manually Processed File" shall mean a global trade file that requires manual processing in order to pass through D&B's automated global trade systems. IBM shall charge D&B for each Manually Processed File referred to IBM by D&B that: (A) IBM manually processes in accordance with Section 1.3(b) of Exhibit A-2 (Data Programming Services) and submits to D&B for processing; and (B) Successfully passes through D&B's automated global trade systems after such manual processing without resulting in an ABEND, I-Case, or other problem. D&B / IBM Confidential C-1- 1 (iii) "Global Trade File ABEND" shall mean an ABEND occurring during global trade system processing. IBM shall charge D&B for each Global Trade File ABEND referred to IBM by D&B that: (A) IBM processes in accordance with Section 1.3(c) of Exhibit A-2 (Data Programming Services); and (B) Either (1) successfully passes through D&B's automated systems without ABENDing again or, (2) if the ABEND cannot be resolved without customer contact, is referred to D&B with an explanation of why customer contact is required. (iv) "I-Case" shall mean a file that requires exception processing in order to satisfy D&B's global trade system quality assurance checks. IBM shall charge D&B for each I-Case referred to IBM by D&B that: (A) IBM processes in accordance with Section 1.3(d) of Exhibit A-2 (Data Programming Services); and (B) Either (1) successfully passes through D&B's quality assurance systems, or (2) if the I-Case cannot be resolved without customer contact, is referred to D&B with an explanation of why customer contact is required. (v) "Benefit/Incentive" shall mean a benefit or incentive that D&B asks IBM to create and send to a D&B customer. IBM shall charge D&B for each Benefit/Incentive referred to IBM by D&B that IBM: (A) Fabricates in accordance with specifications provided by D&B or documented in applicable D&B policies or procedures; and (B) Distributes to a D&B customer in accordance with Section 1.3(e) of Exhibit A-2 (Data Programming Services). (b) Counting Rules for Global Trade Transactions. (i) There are five Global Trade Transaction types described in Section 1.1(a). For each Global Trade Transaction type there is a separate U.S., Canada, and Europe Service Charge provided in Exhibit C-2 (Pricing Tables). The location of the customer account to which the Global Trade Transaction relates shall determine whether the D&B / IBM Confidential C-1- 2 Transaction will result in a U.S., Canada, or Europe Variable Service Charge. (ii) IBM shall not charge D&B for: (A) Re-work required to correct a failure of a Manually Processed File, Global Trade ABEND, or I-Case processed by IBM to pass through D&B systems; or (B) Re-work to correct a failure of a Benefit/Incentive to meet specifications provided by D&B or documented in applicable D&B policies or procedures. 1.2 DELIVERY SERVICES The Transaction type definitions and measurement information in this Section 1.2 shall be used to calculate the charges for the Delivery Services IBM performs. (a) Delivery Service Transactions - United States. (i) "RMS RAM/eRAM Product" shall mean a standard RAM or eRAM RMS product. (ii) "RMS Data Append Product" shall mean a custom RMS product that is not a RAM or eRAM product. The three primary RMS Data Append Products existing as of the Effective Date are Small Business Risk Portfolio Scoring ("SBRPS"), Small Business Risk Insight ("SBRI"), and RMS Data Appends ("RMS Data Appends"). (iii) "SMS Data Services Product" shall mean an SMS product that requires IBM to match a DUNS Number to a vendor file and append data requested by the customer to the file. SMS Data Service Projects are performed using the following tools and data: Data Rationalization, Diversity Information (i.e., MWOB), SAP BW, SAP DAK, Oracle data, Insights Accelerator (Spend Analysis). (iv) "SMS Analytical Services Product" shall mean an SMS Data Service Product for which IBM performs the following additional Services: (A) reformatting data to enable use of D&B's Supply Optimizer and Suppler Analyzer products and (B) generating additional reports containing custom data analysis requested by a customer. (v) "S&MS Custom Count" shall mean an S&MS count of some subset of records in the D&B database based on a combination of data elements specified by a D&B customer. (vi) "S&MS MAP" or "S&MS Marketing Analysis Profile" shall mean an S&MS multi-dimensional summary analysis of some subset of D&B / IBM Confidential C-1- 3 records in the D&B database based on a combination of two or more data elements specified by a D&B customer. (vii) "S&MS Prospect File (Match Without Prospect Append)" shall mean an S&MS report generated by matching a customer record against data in D&B's databases and appending a DUNS Number. (viii) "S&MS Prospect File (Match With Prospect Append)" shall mean an S&MS report generated by matching a customer record against data in D&B's databases and appending a DUNS Number and a set of data elements specified by a D&B customer. (ix) "S&MS Prospect File (Prospect with Append)" shall mean an S&MS report generated by matching count criteria specified by a customer against a set of customer defined data elements. (b) Delivery Service Transactions - Europe (i) "Standard Europe S&MS Product" shall mean an S&MS Custom Count or S&MS MAP (as defined above in Section 1.2(a)) requested by D&B's European sales team. These Transactions are also known within D&B as "Lists and Labels" Products. (ii) "Europe Append Product" shall mean any one of the following products requested by D&B's sales team in Europe (each as defined above in Section 1.2(a)): (A) an S&MS Prospect File (Match Without Prospect Append), S&MS Prospect File (Match With Prospect Append), or S&MS Prospect File (Prospect with Append); (B) an SMS Data Services Product or Analytical Services Product; or (C) an RMS Append Product. (c) Delivery Service Transactions - Canada (i) "Standard Canada S&MS Product" shall mean an S&MS Custom Count or S&MS MAP (as defined above in Section 1.2(a)) requested by D&B's Canadian sales team. (ii) "Canada Append Product" shall mean any one of the following products requested by D&B's Canadian sales team (each as defined above in Section 1.2(a)): (A) an S&MS Prospect File (Match Without Prospect Append), S&MS Prospect File (Match With Prospect Append), or S&MS Prospect File (Prospect with Append); D&B / IBM Confidential C-1- 4 (B) an SMS Data Services Product or Analytical Services Product; (C) an RMS Append Product requested by D&B's Canadian sales team. (b) Counting Rules for Delivery Service Transactions. (i) IBM will receive requests for D&B Products from D&B representatives based in the U.S., Europe, and Canada. The location of the D&B account maintained by the customer to which the Delivery Project is to be delivered shall determine whether fabrication of the requested D&B Product will result in a U.S. Transaction described in Section 1.2(a), a European Transaction described in Section 1.2(b), or a Canadian Transaction described in Section 1.2(c). (ii) IBM shall charge D&B for D&B Products requested by an authorized D&B representative that IBM: (A) Fabricates in accordance with Section 2 of Exhibit A-2 (Data Programming Services) and applicable order specifications; (B) Delivers to the appropriate End User in the format requested in the applicable order specifications; and (C) Documents in a IBM tracking system when the D&B Product is fabricated and delivered. (iii) An order request for a D&B Product shall only be counted as one Transaction for purposes of calculating the charges. IBM shall not charge D&B for any re-work or other Services associated with a Delivery Project after that Delivery Project has been fabricated and delivered to an End User. 2. TRANSACTION PROCESSING SERVICES The Transaction type definitions and measurement information in this Section 2 shall be used to calculate the Variable Service Charges for the Transaction Processing Services IBM performs. 2.1 Current Methodology (a) Transaction Processing Transaction Types. (i) "Data Entry Transaction" shall mean a TP Data update received from D&B third party data providers or Press Data obtained by IBM using data mining tools that IBM manually enters into a D&B database record in accordance with Section 3.4(a) of Exhibit A-3 (Transaction Processing Services). Each TP Data update (e.g., an D&B / IBM Confidential C-1- 5 update containing Registration Data or Detrimental Data) entered by IBM shall be considered one Data Entry Transaction. (ii) "Error Rework Transaction" shall mean a D&B database record referred to IBM by D&B for error re-work processing that IBM investigates and re-works to correct data errors in accordance with Section 3.4(b) of Exhibit A-3 (Transaction Processing Services). (b) IBM shall document the number of Data Entry Transactions and Error-Rework Transactions it successfully processes each month. This report shall be used to calculate the monthly Variable Service Charges for Transaction Processing Services. 2.2 Recalibration to New Methodology (a) 90 days following the Service Commencement Date, the following counting rules shall become effective: (i) IBM shall not charge D&B for Error Rework Transactions required as a result of data entry or other errors or omissions made by IBM (e.g., if IBM incorrectly updates a D&B record, the error rework required to correct the update shall not be considered a chargeable Transaction). (ii) IBM shall not charge D&B for Data Entry Transaction or Error Rework Transaction that are not processed within the time frames specified in Exhibit B-3 (Transaction Processing Service Levels). (b) The Parties shall use the methodology provided in Section 8.6 of Schedule C (Charges) to benchmark and adjust the Variable Service Charge unit rate for Error Rework Transactions in Exhibit C-2 (Pricing Tables). 3. CONTACT CENTER SERVICES 3.1 Inbound Contacts The Transaction type definitions and measurement information in this Section 3.1 shall be used to calculate the Service Charges for the Inbound Contacts IBM receives and resolves. (a) Counting Rules for Inbound Contact Transactions. (i) Until IBM implements the contact management system described in Exhibit A-7-3 (Transformation Solution), Inbound Contact Transactions shall be counted using data from the D&B call reporting systems in use as of the Effective Date (the "Legacy Inbound Contact Reporting Systems"). (ii) At the end of each month, D&B shall generate a report using data from the Legacy Inbound Contact Reporting Systems that shows the volume of each type of Inbound Contact Transaction processed D&B / IBM Confidential C-1- 6 by IBM during such month. Until IBM implements a new Contact Management system and the Parties agree otherwise, IBM shall use this report to calculate the monthly Variable Service Charges for the Inbound Contact Services. (iii) The Legacy Inbound Contact Reporting System does not count (and IBM shall not charge for) Inbound Contacts that are not answered by an Agent (e.g., abandoned calls, calls processed by automated systems without Agent assistance). (iv) To the extent they can be identified, Inbound Contacts answered by an Agent and either disconnected or transferred back to the same Agent queue shall be excluded from the volume of chargeable Inbound Contact Transactions. (v) IBM shall not implement Transformation or other activities that will result in an increase in chargeable Inbound Contacts without D&B's prior approval, which D&B may withhold in its sole discretion. For example, if IBM segregates the Services, such that third parties returning a phone call from an Outbound Contact Agent are handled by Inbound Contact Agents (in lieu of Agents performing the Outbound Service Request as is D&B's current practice), then such Transformational activity shall not increase the volume of chargeable Inbound Contact Transactions. (vi) Until IBM implements a Contact Management System, IBM shall continue to receive Inbound Contacts from End Users in (or concerning records located in) the U.S., Italy, the U.K., Benelux, and Canada through separate telephone, fax, e-mail, and chat request channels. The channel through which an Inbound Contact is received shall determine whether the Inbound Contact will result in a U.S. Transaction described in Section 3.1(b), a Canadian Transaction described in Section 3.1(c), or an Italian, UK, or Benelux Transaction described in 3.1(d). (vii) The following rules shall govern how Inbound Contacts during which multiple transactions are requested shall be counted: (A) For U.S. and Canada Inbound Transactions, an Inbound Contact cannot result in more than one Inbound Contact Transaction charge. Inbound Contacts during which an End User makes more than one request (e.g., first orders a product and then asks a question about its contract usage level or requests multiple products during a single Contact) shall count as a single Inbound Contact Transaction that is initially categorized by the Legacy Inbound Contact Reporting System. (B) For Europe Inbound Transactions, an Inbound Contact may result in more than one Inbound Contact Transaction D&B / IBM Confidential C-1- 7 charge. To the extent performed by D&B Agents in Europe prior to the Effective Date, IBM shall log each transaction request made during an Inbound Contact as a separate Inbound Contact Transaction (e.g., if an End User requests 10 products during a single Contact, IBM shall log 10 separate Inbound Contact Transactions). (viii) For purposes of this Section 3.1, "Full Time Equivalent" (or "FTE") is a level of effort, excluding vacation and other non-productive time, equivalent to that which one person working full time would provide (at the rate of 160 hours per month, plus a reasonable amount of overtime). D&B may add and remove FTEs on 30 days notice to IBM. (b) Inbound Contact Transactions - United States. Following is a listing and description of the types of Inbound Contact Transactions that will be billed as U.S. Transactions when the Transaction is performed in relation to a D&B customer account located in the U.S.: (i) "Order Request - U.S." shall mean an order request by an End User for a D&B Product that IBM processes and enters into the appropriate D&B order entry system in accordance with Section 2.1 of Exhibit A-1 (Contact Center Services). (ii) "DunsVoice Assistance Request - U.S." shall mean a request by an End User for assistance using D&B's DunsVoice automated ordering system that IBM resolves in accordance with Section 2.1 of Exhibit A-1 (Contact Center Services). (iii) "Customer Service Request - U.S." shall mean a request by an End User for assistance with service related issues concerning a customer account that IBM resolves in accordance with Section 2.2 of Exhibit A-1 (Contact Center Services), including account, credit rating, and payment questions; requests for duplicate bills and product information; complaints; questions concerning delivery of a report; requests for removal from marketing files; non-technical questions about a D&B tool or application; contract inquiries (e.g., types of contracts available or usage requirements); and other non-technical inquiries. (iv) "Entity Query - U.S." shall mean a request by or on behalf of a customer for information or corrections to data in its own case file in the D&B database that IBM resolves in accordance with Section 2.3 of Exhibit A-1 (Contact Center Services). For clarification, Entity Queries are also referred to as "subject queries" within D&B. IBM's inbound team shall resolve all Entity Query - U.S. requests, including those that require IBM to make Outbound Contacts to resolve the query. An Entity Query - U.S. cannot result in a D&B / IBM Confidential C-1- 8 chargeable Outbound Service Request. In contrast, complaints about a third party report in the D&B database may result in both a Customer Service Request charge and an outbound Complaint or Service Failure charge. (v) "Technical Support Request - U.S." shall mean a request by an End User for technical assistance with D&B software, systems, or products (e.g., assistance with navigation software, setting up modems, using D&B systems through firewalls) that IBM resolves in accordance with Section 2.4 of Exhibit A-1 (Contact Center Services). (vi) "Usage Request - U.S." shall mean a request by an End User for information about the volume of usage under the customer's D&B contract or for an adjustment to the usage thresholds documented in the customer's D&B contact that IBM resolves in accordance with Section 2.5 of Exhibit A-1 (Contact Center Services). (iii) "Gold Service FTE - U.S." shall mean one FTE used to provide the Services described in Section 2.6 of Exhibit A-1 (Contact Center Services) to Gold Service Customers in the U.S. The Gold Service FTE - U.S. Transaction Service Charge in Exhibit C-2 (Pricing Tables) applies to each FTE authorized by D&B and necessary to provide such Services. The Gold Service FTE - U.S. Transaction Service Charge shall be the only Service Charge for the Gold Service Services in the U.S. (i.e., Inbound Contacts processed by Gold Service FTE's do not generate chargeable Inbound Contact Transactions unless they are transferred to non-Gold Service Agents for processing). (c) Inbound Contact Transactions - Canada. There is one Transaction type - Customer Service Request - Canada - that shall be measured and used to calculate IBM's Service Charges for all types of Inbound Contacts by or on behalf of D&B customer with D&B accounts located in Canada: "Customer Service Request - Canada" shall mean any of the following requests submitted during an Inbound Contact by or on behalf of D&B customers: (i) An order request for a D&B Product that IBM processes and enters into the appropriate D&B order entry system in accordance with Section 2.1 of Exhibit A-1 (Contact Center Services). (ii) A request for assistance with service related issues concerning a customer account that IBM resolves in accordance with Section 2.2 of Exhibit A-1 (Contact Center Services), including account, credit rating, and payment questions; requests for duplicate bills and product information; complaints; questions concerning delivery of a report; requests for removal from marketing files; non-technical questions about a D&B tool or D&B / IBM Confidential C-1- 9 application; contract inquiries (e.g., types of contracts available or usage requirements); and other non-technical inquiries. (iii) A request by an End User for information or corrections to data in its own case file in the D&B database that IBM resolves in accordance with Section 2.3 of Exhibit A-1 (Contact Center Services). For U.S. customers, this type of Inbound Contact is considered an Entity Query Request that IBM is required to resolve without generating an Outbound Service Request. In contrast, in Europe and Canada, IBM shall charge D&B for the Inbound Contact using the applicable Europe or Canada Customer Service Request charge and generate an Outbound Service Request that is separately chargeable under the applicable Transaction category below in Section 3.2. (iv) A request by an End User for technical assistance with D&B software, systems, or products that IBM resolves in accordance with Section 2.4 of Exhibit A-1 (Contact Center Services) (e.g., assistance with navigation software, setting up modems, using D&B systems through firewalls). (v) A request by an End User for information about the volume of usage under its D&B contract or for an adjustment to the usage thresholds documented in its D&B contract that IBM resolves in accordance with Section 2.5 of Exhibit A-1 (Contact Center Services). (vi) A request by an End User for a contract administration Service relating to its account (e.g., contract set-up, contract renewal, name or address change, change of account alignment for sales tracking) that IBM processes in accordance with Section 8.1 of Exhibit A-1 (Contact Center Service Levels). (vii) A request from a Gold Service customer for any of the information, products, or services described above in this Section 3.1(c). (d) Inbound Contact Transactions - Europe. There are three Inbound Contact Transactions applicable to Europe. For each of these Transactions, there is a separate Service Charge for U.K., Italy, and Benelux Transactions provided in Exhibit C-2 (Pricing Tables). The rules in Section ERROR! REFERENCE SOURCE NOT FOUND. shall be used to determine whether the Transaction will result in a U.K., Italy, or Benelux Service Charge. (i) "Order Request - Europe" shall mean an order request from a End User for a D&B Product that IBM processes and enters into the appropriate D&B order entry system in accordance with Section 2.1 of Exhibit A-1 (Contact Center Services). D&B / IBM Confidential C-1- 10 (ii) "Customer Service Request - Europe" shall mean any of the following requests submitted during an Inbound Contact by or on behalf of a D&B customer: (A) A request for assistance with service related issues concerning a customer account that IBM resolves in accordance with Section 2.1 of Exhibit A-1 (Contact Center Services), including account, credit rating, and payment questions; requests for duplicate bills and product information; complaints; questions concerning delivery of a report; requests for removal from marketing files; non-technical questions about a D&B tool or application; contract inquiries (e.g., types of contracts available or usage requirements); and other non-technical inquiries. (B) A request by an End User for information or corrections to data in its own case file in the D&B database that IBM resolves in accordance with Section 2.3 of Exhibit A-1 (Contact Center Services). For U.S., customers, this type of Inbound Contact is considered an Entity Query Request that IBM is required to resolve without generating an Outbound Service Request. In contrast, in Europe and Canada, IBM shall charge D&B for the Inbound Contact using the applicable Europe or Canada Customer Service Request and generate an Outbound Service Request that is separately chargeable under the applicable Transaction category below in Section 3.2. (C) A request for technical assistance with D&B software, systems, or products that IBM resolves in accordance with Section 2.4 of Exhibit A-1 (Contact Center Services) (e.g., assistance with navigation software, setting up modems, using D&B systems through firewalls). (D) A request by an End User for information about the volume of usage under its D&B contract or for an adjustment to the usage thresholds documented in its D&B contract that IBM resolves in accordance with Section 2.5 of Exhibit A-1 (Contact Center Services). (E) A request by an End User for a contract administration Service relating to its account (e.g., contract set-up, contract renewal, name or address change, change of account alignment for sales tracking) that IBM processes in accordance with Section 8.1 of Exhibit A-1 (Contact Center Services). (iii) "Technical Support Request - Europe" shall mean a request by an End User with a D&B account in Europe for technical assistance with D&B software or systems that IBM (e.g., assistance with D&B / IBM Confidential C-1- 11 navigation software, setting up modems, using D&B systems through firewalls) that IBM resolves in accordance with Section 2.4 of Exhibit A-1 (Contact Center Services). (iv) "Gold Service FTE - Italy" shall mean one FTE used to provide the Services described in Section 2.6 of Exhibit A-1 (Contact Center Services) to Gold Service Customers in Italy. The Gold Service FTE - Italy Transaction Service Charge in Exhibit C-2 (Pricing Tables) applies to each FTE authorized by D&B and necessary to provide such Services. The Gold Service FTE - Italy Transaction Service Charge shall be the only Service Charge for Gold Service Services in Italy (i.e., Inbound Contacts processed by Gold Service FTE's do not generate chargeable Inbound Contact Transactions unless they are transferred to non-Gold Service Agents for processing). (v) "Gold Service FTE - UK" shall mean one FTE used to provide the Services described in Section 2.6 of Exhibit A-1 (Contact Center Services) to Gold Service Customers in the UK. The Gold Service FTE - UK Transaction Service Charge in Exhibit C-2 (Pricing Tables) applies to each FTE authorized by D&B and necessary to provide such Services. The Gold Service FTE - UK Transaction Service Charge shall be the only Service Charge for Gold Service Services in the UK (i.e., Inbound Contacts processed by Gold Service FTE's do not generate chargeable Inbound Contact Transactions unless they are transferred to non-Gold Service Agents for processing). 3.2 Outbound Service Requests (a) Counting Rules for Outbound Service Requests Transactions. (i) Until IBM implements the contact management system described in Exhibit A-7-3 (Transformation Solution), chargeable Outbound Service Transactions shall be counted using data from D&B's existing Outbound Service Request tracking systems (the "Legacy Outbound Contact Reporting Systems"). (ii) Except as provided in Section 3.2(a)(iii), D&B shall provide IBM with a list of Outbound Service Requests for IBM to process. Each Outbound Service Request will be grouped by D&B into one of the Transaction categories described in Sections 3.2(b) and 3.2(c) below and logged into the Legacy Outbound Contact Reporting Systems. (iii) IBM shall log (A) Complaints and (B) a subset of Service Failures reported to IBM's Inbound Agents (other Service Failures will be generated by D&B systems and automatically logged into the Legacy Outbound Contact Reporting Systems) directly into the Legacy Outbound Contact Reporting Systems. D&B / IBM Confidential C-1- 12 (iv) The location of the D&B records IBM is required to investigate or update in connection with an Outbound Service Request shall determine whether the Outbound Service Request will result in a U.S. Transaction described in Section 3.2(b) or a Europe Transaction described in Section 3.2(c). (v) IBM shall charge D&B for each Outbound Service Request for which IBM performs all of the following activities: (A) Researches, gathers, and validates all available data contained in, or requested for, the case file or Family Tree that is the subject of the Outbound Service Request; (B) Resolves any complaints, inquiries, or problems identified in the Outbound Service Request; (C) Performs any additional processing described in Exhibit A-1 (Contact Center Services) (e.g., back-office activity and receiving call-backs) applicable to the Outbound Service Request; (D) Updates the relevant D&B case file or Family Tree with all new data obtained and correcting any errors; and (E) Upon completion of the activities above and documents in the Legacy Outbound Contact Reporting System that the Outbound Service Request has been fulfilled. (vi) At the end of each month, the volume of fulfilled Outbound Service Requests documented in the Legacy Outbound Contact Reporting System in accordance with Section 3.2(a)(v)(E) above shall be used to calculate IBM's Variable Service Charges for Outbound Service Requests. (vii) Except as provided below in Section 3.2(a)(vii)(F) for inquiry screening Services, an Outbound Service Request cannot result in more than one Transaction charge. Each charge for an Outbound Service Request includes all Contacts and other activities required to fully process and resolve the request, including: (A) The activities described in Exhibit A-1 (Contact Center Services); (B) All Outbound Contacts required to resolve the Outbound Service Request; (C) Call-backs and other Inbound Contacts from End Users relating to Outbound Service Requests (i.e., these Contact shall not generate additional chargeable Inbound Contacts under Section 3.1); D&B / IBM Confidential C-1-13 (D) The transfer of the Outbound Service Request to or among IBM resources; (E) Maintaining data collection reports and case files; and (F) Creation of new entity reports and case files in the D&B database where such files to not exist and are required to fulfill the Outbound Service Request (i.e., file building). (b) Outbound Service Request Transactions - United States. (i) "CRC Renewal - U.S." or "Customer Relationship Consultant Renewal - U.S" shall mean an Outbound Service Request pertaining to a D&B customer that has previously purchased a Self Awareness Product under which IBM: (A) Builds a new case file in the D&B database for the customer when one does not exist; (B) Researches, gathers, validates, and updates all available data elements in the customer's case file; (C) Collects all available financial statement information about the customer; and (D) Performs the activities described in accordance with Section 3.1 of Exhibit A-1 (Contact Center Services). (ii) "eUpdate Validation - U.S." shall mean an Outbound Service Request under which IBM researches, validates, creates a report if requested, and supplements data provided by a D&B customer that has utilized DNB.com to update its own entity information in accordance with Section 3.1 of Exhibit A-1 (Contact Center Services). (iii) "Fulfillment Request - U.S." shall mean an Outbound Service Request under which IBM creates a report if necessary and updates with trade payment information about a company based on information obtained from at least five reference companies. One Fulfillment Request Transaction includes the following activities: (A) Building a DUNS Report for the customer submitting the Fulfillment Request if it does not have one; (B) Contacting reference companies identified by the customer to obtain trade experience information about the designated company; (C) In cases where the customer reference companies are unreachable or do not have adequate trade information D&B / IBM Confidential C-1-14 about the designated company, contacting the customer to obtain the names of additional reference companies; (C) Repeating the process described above until IBM has obtained trade experience information from at least five reference companies. Customers will have six months after purchasing a trade report to submit additional reference company information for IBM to investigate to such information from five reference companies; and (D) Performing the activities described in Section 3.3 of Exhibit A-1 (Contact Center Services). (iv) "Complaint - U.S." (also known as "reinvestigations" within D&B) shall mean an Outbound Service Request generated during an inbound Customer Service Request under which IBM resolves an End User complaint about an existing case file or report on a third party company by: (A) Performing an investigation of data in the case file or report; (B) Updating incomplete or obsolete information in the case file or report; and (C) Performing the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). A complaint from a customer about its own report shall be considered an inbound Entity Query Request under Section 3.1(b)(iv). and shall not result in a chargeable Complaint - U.S. Transaction under this Section 3.2(b)(iv). (v) "Service Failure - U.S." (also known as "CIC ticket inquiries" within D&B) shall mean an Outbound Service Request generated during either an inbound Customer Service Request or by D&B online systems under which IBM: (A) Creates a new D&B case file or report or obtains current data for a missing or incomplete case file or report on a third party company; (B) Updates the report in D&B's database to resolve the issues identified in the request; (C) Generates a report for the End User with data specified in the request; and (D) Performs the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). IBM shall perform the initial inquiry screening described in Section 3.7 of Exhibit A-1 (Contact Center Services) for all Service D&B / IBM Confidential C-1- 15 Failures - U.S. If a Service Failure - U.S. is resolved during such initial inquiry screening, it shall not be a chargeable Service Failure - U.S. Transaction (i.e., only the Initial Screening Transaction charge provided in Section 3.2(b)(vi) shall apply). (vi) "Inquiry Screening Transaction - U.S." shall mean a Service Failure - U.S. for which IBM performs the initial inquiry screening described in Section 3.7 of Exhibit A-1 (Contact Center Services) and either: (A) Resolves the request during the initial inquiry screening; or (B) Refers the request to other IBM personnel responsible for resolving the request. (vii) "Personalized Investigation Request - U.S." shall mean an Outbound Service Request under which IBM performs a custom investigation of data elements specified in the request. Personalized Investigation Requests involve the following activities: (A) Collecting the requested data; (B) Creating a DunsSupport record; (C) Communicating the result of the investigation to the End User submitting the request; and (D) Performing the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). There are two types of chargeable Personalized Investigation Requests - U.S. provided in Exhibit C-2 (Pricing Tables): (1) "Personalized Investigation Request - Daily" shall mean a single Personalized Investigation Request submitted by or on behalf of a D&B customer. (2) "Personalized Investigation Request - Bulk" shall mean a Personalized Investigation Request submitted as part of a bulk file of requests by or on behalf of a D&B customer. (viii) "Personalized Investigation Request - Linkage - U.S." shall mean an Outbound Service Request under which IBM confirms and updates the parent or headquarters of an entity for which a Family Tree does not exist in accordance with Section 3.2 of Exhibit A-1 (Contact Center Services). (ix) "Family Tree - Corporate Family Update - U.S." shall mean an Outbound Service Request under which IBM researches and gathers all available information about the company that is the subject of the Family Tree and either (A) updates an existing corporate Family Tree or (B) creates a new corporate Family Tree D&B / IBM Confidential C-1- 16 with such information in accordance with Section 3.4 of Exhibit A-1 (Contact Center Services). (x) "Family Tree - Linkage Validation and Error Resolution - U.S." shall mean an Outbound Service Request under which IBM researches and resolves inaccuracies or other errors in a Family Tree in accordance with Section 3.4 of Exhibit A-1 (Contact Center Services). (xi) "ACUG - Public Records Update - U.S." shall mean an Outbound Service Request under which IBM collects and updates financial statement records for a public company and provides a current and accurate business information report in accordance with Section 3.5 of Exhibit A-1 (Contact Center Services). (xii) "ACUG - Customer Records Update - U.S." shall mean an Outbound Service Request under which IBM collects and updates financial statement records for a private company and provides a current and accurate business information report in accordance with Section 3.5 of Exhibit A-1 (Contact Center Services). (c) Outbound Service Request Transactions - Canada (i) "Family Tree - Corporate Family Update - Canada" shall mean an Outbound Service Request under which IBM researches and gathers all available information about the company that is the subject of the Family Tree and either (A) updates an existing corporate Family Tree or (B) creates a new corporate Family Tree with such information in accordance with Section 3.4 of Exhibit A-1 (Contact Center Services). (ii) "ACUG - Public Records Update - Canada" shall mean an Outbound Service Request under which IBM collects and updates financial statement records for a public company and provides a current and accurate business information report in accordance with Section 3.5 of Exhibit A-1 (Contact Center Services). (iii) "ACUG - Customer Records Update - Canada" shall mean an Outbound Service Request under which IBM collects and updates financial statement records for a private company and provides a current and accurate business information report in accordance with Section 3.5 of Exhibit A-1 (Contact Center Services). (d) Outbound Service Request Transactions - Europe. (i) "File Update Request - Europe" shall mean an Outbound Service Request under which IBM: (A) Builds a new case file for a company that is the subject of the Outbound Service Request when one does not exist; D&B / IBM Confidential C-1- 17 (B) Researches, gathers, validates, and updates all available data elements in the case file; (C) Collects all available financial statement information about the company; and (D) Performs the activities described in accordance with Section 3.1 of Exhibit A-1 (Contact Center Services). (ii) "Complaint - Europe" shall mean an Outbound Service Request generated during an inbound Customer Service Request under which IBM resolves an End User complaint about its own D&B case file or a case file or report on a third party that cannot be resolved by an Inbound Contact Agent by: (A) Performing a reinvestigation of data in a case file or report; (B) Updating incomplete or obsolete information in the case file or report; and (C) Performing the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). There is a separate Complaint - Europe Transaction Service Charge for U.K., Italy, and Benelux provided in Exhibit C-2 (Pricing Tables). The location of the customer account to which the Transaction relates shall determine whether the Transaction will result in a U.K., Italy, or Benelux Service Charge. (iii) "Service Failure - Europe" shall mean an Outbound Service Request generated during either an inbound Customer Service Request or D&B online systems under which IBM: (A) Creates a new D&B case and report or obtains current data for a missing or incomplete report on a third party company; (B) Updates the report in D&B's database to resolve the issues identified in the request; (C) Generates a report for the End User with data specified in the request; and (D) Performs the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). D&B / IBM Confidential C-1- 18 There is a separate Service Failure - Europe Transaction Service Charge for U.K., Italy, and Benelux provided in Exhibit C-2 (Pricing Tables). The location of the customer account to which the Transaction relates shall determine whether the Transaction will result in a U.K., Italy, or Benelux Service Charge. (iv) "VIP Request - Netherlands" shall mean an Outbound Service Request by an End User located in the Netherlands under which IBM performs an in-depth investigation to fulfill a customer request for an ad hoc investigation of non-standard collection and debt recovery data or extended data collection or verification of non-standard data elements in accordance with Section 3.2 of Exhibit A-1 (Contact Center Services). (v) "Personalized Investigation Request - Europe" shall mean an Outbound Service Request under which IBM performs a custom investigation of data elements specified in the request. Personalized Investigation Requests involve the following activities: (A) Collecting the requested data; (B) Creating a DunsSupport record; (C) Communicating the result of the investigation to the End User submitting the request; and (D) Performing the activities described in Section 3.2 of Exhibit A-1 (Contact Center Services). There are two types of chargeable Personalized Investigation Requests - Europe provided in Exhibit C-2 (Pricing Tables): (1) "Personalized Investigation Request - Daily" shall mean a single Personalized Investigation Request submitted by or on behalf of a D&B customer. (2) "Personalized Investigation Request - Bulk" shall mean a Personalized Investigation Request submitted as part of a bulk file of requests by or on behalf of a D&B customer. (vi) "Personalized Investigation Request - Linkage - Europe" shall mean an Outbound Service Request under which IBM confirms and updates the parent or headquarters of an entity for which a Family Tree does not exist in accordance with Section 3.4 of Exhibit A-1 (Contact Center Services). (vii) "Family Tree - Corporate Family Update - Europe" shall mean an Outbound Service Request under which IBM researches and gathers all available information about the company that is the subject of the Family Tree and either (A) updates an existing corporate Family Tree or (B) creates a new corporate Family Tree D&B / IBM Confidential C-1- 19 with such information in accordance with Section 3.4 of Exhibit A-1 (Contact Center Services). 3.3 Contract Administration Services There is one Transaction type - Contract Administration Request - U.S. - that shall be measured and used to calculate IBM's Service Charges for the Contract Administration Services described in Section 8.1 of Exhibit A-1 (Contact Center Services). (a) "Contract Administration Request - U.S." shall mean a request by an End User for a contract administration Service relating to the customer's account (e.g., contract set-up, contract renewal, name or address change, change of account alignment for sales tracking) that IBM processes in accordance with Section 8.1 of Exhibit A-1 (Contact Center Services). (b) IBM shall charge D&B for each Contract Administration Request - U.S. that IBM fulfills. Until IBM implements the contact management system described in Exhibit A-7-3 (Transformation Solution), chargeable Contract Administration Requests - U.S. shall be counted using data from the D&B tracking systems used as of the Effective Date. 3.4 Contact Center Baseline True-up Following implementation of the contact management system described in Exhibit A-7-3 (Transformation Solution), the Parties shall use the methodology described in Section 8.6 of Schedule C (Charges) to revise the Transaction definitions or counting rules in this Section 3 and the corresponding Variable Service Charge unit rates in Exhibit C-2 (Pricing Tables). 4. FINANCE PROCESSING 4.1 Accounts Payable and Travel and Expense Transactions The Transaction type definitions and measurement information in this Section 2.1 shall be used to calculate the Variable Service Charges for the Accounts Payable and Travel and Expense processing Services IBM performs. (a) AP and T&E Transaction Types (i) "Manual AP Invoice" shall mean a single paper Invoice for goods or services received from a D&B vendor with a unique Invoice number and header that requires manual processing. A Manual Invoice with a particular invoice number and header submitted to IBM for processing can only result in one "Manual Invoice" Transaction charge. (A) If IBM rejects or places "on-hold" a Manual Invoice pending resolution of a dispute or other problem, there shall be no additional charge for repeat processing of any follow up D&B / IBM Confidential C-1-20 documentation associated with the original AP Invoice number and header. (B) If IBM rejects an AP Invoice and IBM issues a new AP Invoice with a new invoice number and header, then IBM may charge D&B for processing two AP Invoice transactions. (ii) "Electronic AP Upload" shall mean a single electronic file from a D&B vendor containing one or more Invoices. An Electronic AP Invoice can only result in one "Electronic AP Upload" Transaction charge. This Service Charge includes all activities required to process the Invoices contained in an Electronic AP Upload, including manual processing required to correct uploading and other errors occurring during the auto-match process. (iii) "T&E Claim" shall mean a single paper or electronic claim form filed by a D&B employee requesting reimbursement for business travel and expenses. Each T&E Claim processed by IBM shall result in a separate T&E Claim Transaction charge. For example, if IBM rejects an employee T&E Claim for failure to comply with D&B policies, and then processes a second, updated T&E Claim from the same employee, IBM may charge D&B for two T&E Claim Transactions. (b) AP and T&E Transaction Counting Rules (i) There are three AP and T&E Transaction types described in Section 4.1(a). For each AP and T&E Transaction type, there is a separate U.S., Canada, and Europe Service Charge provided in Exhibit C-2 (Pricing Tables). The location of the D&B accounts receivable ledger on which an AP Transaction is processed or the location of the employee filing a T&E Claim shall determine whether the Transaction will result in a U.S., Canada, or Europe Transaction Service Charge. (ii) IBM shall charge D&B for each AP and T&E Transaction for which IBM: (A) Performs the applicable processing activities described in Section 1.5 of Exhibit A-4 (Finance Processing Services), including correcting all errors and successfully uploading 100% of the file; (B) Refers the Invoice (or Invoices in the case of an Electronic Upload with multiple Invoices) or T&E Claim and D&B / IBM Confidential C-1- 21 corresponding payment proposal to D&B for final approval (where required) and payment; and (C) Updates the appropriate Finance Processing systems to reflect the time and manner in which the Transaction was processed. (iii) IBM shall not charge D&B for data maintenance and processing of Credit Notes, Payment Requisitions, Returned Payments, Vendor Statements, Vendor Information Updates, P-Card Transaction Data and statements, change to P-card user information, Business Advances, supporting documentation for AP Invoices and T&E Claims, and other accounts payable or travel and expense documents that are not "Manual Invoices", "Electronic AP Uploads" or "T&E Claims" under the definitions above in Section 4.1(a). 4.2 U.S. Collections and Cash Applications Transactions The Transaction type definitions and measurement information in this Section 4.2 shall be used to calculate the Variable Service Charges for the U.S. Collections and Cash Applications Services IBM performs. (a) U.S. Collections and Cash Application Transaction Types (i) "U.S. Collection Transaction" shall mean an open transaction on D&B's account receivable ledger that IBM processes in accordance with Section 2.5(h) of Exhibit A-4 (Finance Processing Services). (ii) "U.S. Cash Application - Manual" shall mean a payment, authorized cancellation or credit, or bad debt write off of an account receivable that IBM manually allocates and matches to the appropriate transaction in D&B's account receivable ledger and performs the activities described in Section 2.5(i) of Exhibit A-4 (Finance Processing Services). (iii) "U.S. Cash Application - Error Corrections" shall mean a cash application transaction contained in an electronic file that fails to properly auto-match to D&B's accounts receivable ledger that IBM manually allocates and matches to the appropriate transaction in D&B's accounts receivable ledger and performs the activities described in Section 2.5(i) of Exhibit A-4 (Finance Processing Services). 4.3 Order-to-Cash in Europe There is one Transaction type - OTC Debit Transaction - that shall be measured and used to calculate IBM's Service Charges for OTC Services in Europe: D&B / IBM Confidential C-1- 22 "OTC Debit Transaction" shall mean a debit transaction that creates an account receivable on D&B's accounts receivable ledger in Europe as a result of an Order for D&B Product or other charge to a D&B customer in Europe. Credit transactions made on D&B's accounts receivable ledger shall not be considered OTC Invoices. D&B / IBM Confidential C-1-23 Contact Center Services Pricing Pricing Workbook All Amounts in US Dollars Monthly Amounts FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * Transaction Unit Rates APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * OCT 2005 NOV 2005 DEC 2005 -------- -------- -------- * * * * 2006 2007 2008 2009 2010 2011 2012 -------- -------- -------- -------- -------- -------- -------- * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-2 Data Programming Services Pricing Pricing Workbook All Amounts in US Dollars Supplier Fixed Charge Amounts Monthly Amounts FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * Transaction Unit Rates APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * OCT 2005 NOV 2005 DEC 2005 -------- -------- -------- * * * * 2006 2007 2008 2009 2010 2011 2012 -------- -------- -------- -------- -------- -------- -------- * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-9 Finance Processing Services Pricing Pricing Workbook All Amounts in US Dollars Fixed Charge Amounts Monthly Amounts FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * Revised Variable Names Per Exh C1 (v0.3D) APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * OCT 2005 NOV 2005 DEC 2005 -------- -------- -------- * * * * 2006 2007 2008 2009 2010 2011 2012 -------- -------- -------- -------- -------- -------- -------- * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-17 Transaction Processing Services Pricing Pricing Workbook All Amounts in US Dollars Fixed Charge Amounts Monthly Amounts FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * Revised Variable Names Per Exh C1 (v0.3D) APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * OCT 2005 NOV 2005 DEC 2005 -------- -------- -------- * * * * 2006 2007 2008 2009 2010 2011 2012 -------- -------- -------- -------- -------- -------- -------- * * * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-24 Exhibit C-2 Pricing Tables [by Major Market and Service Cluster] D&B / IBM Confidential C-2-31 Calendar Years Calendar Years 2006 2007 2008 2009 2010 2011 2012 2006 2007 2008 2009 2010 2011 2012 C-2-32 D&B / IBM Confidential CONTACT CENTER SERVICES PRICING US MAJOR MARKET ALL AMOUNTS IN US DOLLARS FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 - -------------------- ------------ ------------ ------------ 12Monthly Amounts * * * FIXED CHARGE AMOUNTS JAN 2005 FEB 2005 MAR 2005 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * FIXED CHARGE AMOUNTS JUL 2005 AUG 2005 SEP 2005 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * CALENDER YEARS FIXED CHARGE AMOUNTS 2006 2007 2008 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * CALENDER YEARS FIXED CHARGE AMOUNTS 2009 2010 2011 - -------------------- ------------ ------------ ------------ Monthly Amounts * * * FIXED CHARGE AMOUNTS 2012 - -------------------- ------------ Monthly Amounts * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES JAN 2005 FEB 2005 MAR 2005 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES JUL 2005 AUG 2005 SEP 2005 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES Oct 2005 NOV 2005 DEC 2005 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES 2006 2007 2008 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES 2009 2010 2011 - ---------------------- ------------ ------------ ------------ * * * * TRANSACTION UNIT RATES 2012 - ---------------------- ------------ * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-33 CONTACT CENTER SERVICES PRICING CANADA MAJOR MARKET ALL AMOUNTS IN CANADIAN DOLLARS SUPPLIER FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 - ----------------------------- ------------ ------------ ------------ ------------ Monthly Amounts * * * * SUPPLIER FIXED CHARGE AMOUNTS FEB 2005 MAR 2005 APR 2005 MAY 2005 - ----------------------------- ------------ ------------ ------------ ------------ Monthly Amounts * * * * SUPPLIER FIXED CHARGE AMOUNTS JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ----------------------------- ------------ ------------ ------------ ------------ Monthly Amounts * * * * SUPPLIER FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 2006 - ----------------------------- ------------ ------------ ------------ ------------ Monthly Amounts * * * * CALENDAR YEARS CALENDAR YEARS SUPPLIER FIXED CHARGE AMOUNTS 2007 2008 2009 2010 - ----------------------------- ------------ ------------ ------------ ------------ Monthly Amounts * * * * CALENDAR YEARS SUPPLIER FIXED CHARGE AMOUNTS 2011 2012 - ----------------------------- ------------ ------------ Monthly Amounts * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 JAN 2005 - ----------------------------- ------------ ------------ ------------ ------------ * * * * * * * * * * * * * * * TRANSACTION UNIT RATES FEB 2005 MAR 2005 APR 2005 MAY 2005 - ----------------------------- ------------ ------------ ------------ ------------ * * * * * * * * * * * * * * * TRANSACTION UNIT RATES JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ----------------------------- ------------ ------------ ------------ ------------ * * * * * * * * * * * * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 2006 - ----------------------------- ------------ ------------ ------------ ------------ * * * * * * * * * * * * * * * TRANSACTION UNIT RATES 2007 2008 2009 2010 - ----------------------------- ------------ ------------ ------------ ------------ * * * * * * * * * * * * * * * TRANSACTION UNIT RATES 2011 2012 - ----------------------------- ------------ ------------ * * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-39 CONTACT CENTER SERVICES PRICING EUROPE MAJOR MARKET ALL AMOUNTS IN EUROS SUPPLIER FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JAN 2005 FEB 2005 MAR 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JUL 2005 AUG 2005 SEP 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS 2006 2007 2008 - ----------------------------- ---- ---- ---- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS 2009 2010 2011 - ----------------------------- ---- ---- ---- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS 2012 - ----------------------------- ---- Monthly Amounts * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES 2006 2007 2008 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2009 2010 2011 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2012 - ---------------------- ------------ * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-43 DATA PROGRAMMING SERVICES PRICING US MAJOR MARKET ALL AMOUNTS IN US DOLLARS SUPPLIER FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JAN 2005 FEB 2005 MAR 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JUL 2005 AUG 2005 SEP 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * Calendar Years SUPPLIER FIXED CHARGE AMOUNTS 2006 2007 2008 - ----------------------------- ---- ---- ---- Monthly Amounts * * * Calendar Years SUPPLIER FIXED CHARGE AMOUNTS 2009 2010 2011 2012 - ----------------------------- ---- ---- ---- ---- Monthly Amounts * * * * SUPPLIER FIXED CHARGE AMOUNTS 2012 - ----------------------------- ---- Monthly Amounts * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JUN 2005 JUL 2005 AUG 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES 2006 2007 2008 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2009 2010 2011 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2012 - ---------------------- ---- * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-52 DATA PROGRAMMING SERVICES PRICING CANADA MAJOR MARKET ALL AMOUNTS IN CANADIAN DOLLARS SUPPLIER FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JAN 2005 FEB 2005 MAR 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS JUL 2005 AUG 2005 SEP 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * CALENDAR YEARS SUPPLIER FIXED CHARGE AMOUNTS 2006 2007 2008 - ----------------------------- ---- ---- ---- Monthly Amounts * * * CALENDAR YEARS SUPPLIER FIXED CHARGE AMOUNTS 2009 2010 2011 - ----------------------------- ---- ---- ---- Monthly Amounts * * * SUPPLIER FIXED CHARGE AMOUNTS 2012 - ----------------------------- ---- Monthly Amounts * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES 2006 2007 2008 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2009 2010 2011 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2012 - ---------------------- ---- * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-56 DATA PROGRAMMING SERVICES PRICING EUROPE MAJOR MARKET ALL AMOUNTS IN EUROS Supplier Fixed Charge Amounts Oct 2004 Nov 2004 Dec 2004 - ----------------------------- -------- -------- -------- Monthly Amounts * * * Supplier Fixed Charge Amounts Jan 2005 Feb 2005 Mar 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * Supplier Fixed Charge Amounts Apr 2005 May 2005 Jun 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * Supplier Fixed Charge Amounts Jul 2005 Aug 2005 Sep 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * Supplier Fixed Charge Amounts Oct 2005 Nov 2005 Dec 2005 - ----------------------------- -------- -------- -------- Monthly Amounts * * * CALENDAR YEARS Supplier Fixed Charge Amounts 2006 2007 2008 - ----------------------------- ---- ---- ---- Monthly Amounts * * * CALENDAR YEARS Supplier Fixed Charge Amounts 2009 2010 2011 - ----------------------------- ---- ---- ---- Monthly Amounts * * * Supplier Fixed Charge Amounts 2012 - ----------------------------- ---- Monthly Amounts * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 - ---------------------- -------- -------- -------- * * * * TRANSACTION UNIT RATES 2006 2007 2008 - ---------------------- ---- ---- ---- * * * * TRANSACTION UNIT RATES 2009 2010 2011 2012 - ---------------------- ---- ---- ---- ---- * * * * * TRANSACTION UNIT RATES 2012 - ---------------------- ---- * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-60 FINANCE PROCESSING SERVICES PRICING US MAJOR MARKET ALL AMOUNTS IN US DOLLARS FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 - -------------------- -------- -------- -------- -------- Monthly Amounts * * * * FIXED CHARGE AMOUNTS FEB 2005 MAR 2005 APR 2005 MAY 2005 - -------------------- -------- -------- -------- -------- Monthly Amounts * * * * FIXED CHARGE AMOUNTS JUN 2005 JUL 2005 AUG 2005 SEP 2005 - -------------------- -------- -------- -------- -------- Monthly Amounts * * * * FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 2006 - -------------------- -------- -------- -------- -------- Monthly Amounts * * * * CALENDAR YEARS --------------- FIXED CHARGE AMOUNTS 2007 2008 2009 2010 - -------------------- -------- -------- -------- -------- Monthly Amounts * * * * CALENDAR YEARS FIXED CHARGE AMOUNTS 2011 2012 - --------------------- ------- ------ Monthly Amounts * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 JAN 2005 - ---------------------- -------- -------- -------- -------- * * * * * TRANSACTION UNIT RATES FEB 2005 MAR 2005 APR 2005 MAY 2005 - ---------------------- -------- -------- -------- -------- * * * * * TRANSACTION UNIT RATES JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- * * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 2006 - ---------------------- -------- -------- -------- ---- * * * * * CALENDAR YEARS -------------- TRANSACTION UNIT RATES 2007 2008 2009 2010 - ---------------------- ---- ---- ---- ---- * * * * * CALENDAR YEARS TRANSACTION UNIT RATES 2011 2012 - ----------------------- -------- -------- * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-72 FINANCE PROCESSING SERVICES PRICING CANADA MAJOR MARKET ALL AMOUNTS IN CANADIAN DOLLARS FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - -------------------- -------- -------- -------- -------- -------- -------- Monthly Amounts * * * * * * FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - -------------------- -------- -------- -------- -------- -------- -------- Monthly Amounts * * * * * * CALENDAR YEARS -------------- FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 2006 2007 2008 - -------------------- -------- -------- -------- ---- ---- ---- Monthly Amounts * * * * * * CALENDAR YEARS -------------- FIXED CHARGE AMOUNTS 2009 2010 2011 2012 - -------------------- ---- ---- ---- ---- Monthly Amounts * * * * TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * CALENDAR YEARS -------------- TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 2006 2007 2008 - ---------------------- -------- -------- -------- ---- ---- ---- * * * * * * * CALENDAR YEARS -------------- TRANSACTION UNIT RATES 2009 2010 2011 2012 - ---------------------- ---- ---- ---- ---- * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-78 FINANCE PROCESSING SERVICES PRICING EUROPE MAJOR MARKET ALL AMOUNTS IN EUROS FIXED CHARGE AMOUNTS OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - -------------------- -------- -------- -------- -------- -------- -------- Monthly Amounts * * * * * * FIXED CHARGE AMOUNTS APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - -------------------- -------- -------- -------- -------- -------- -------- Monthly Amounts * * * * * * CALENDAR YEARS FIXED CHARGE AMOUNTS OCT 2005 NOV 2005 DEC 2005 2006 2007 2008 - -------------------- -------- -------- -------- ---- ---- ---- Monthly Amounts * * * * * * CALENDAR YEARS FIXED CHARGE AMOUNTS 2009 2010 2011 2012 - -------------------- ---- ---- ---- ---- Monthly Amounts * * * * TRANSACTION UNIT RATES OCT 2004 NOV 2004 DEC 2004 JAN 2005 FEB 2005 MAR 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * TRANSACTION UNIT RATES APR 2005 MAY 2005 JUN 2005 JUL 2005 AUG 2005 SEP 2005 - ---------------------- -------- -------- -------- -------- -------- -------- * * * * * * * TRANSACTION UNIT RATES OCT 2005 NOV 2005 DEC 2005 2006 2007 2008 - ---------------------- -------- -------- -------- ---- ---- ---- * * * * * * * TRANSACTION UNIT RATES 2009 2010 2011 2012 - ---------------------- ---- ---- ---- ---- * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-2-95 Exhibit C-3 T&M Rate Schedule [by Major Market] D&B / IBM CONFIDENTIAL C3-1 T&M RATE SCHEDULE UNIT RATES POSITION TITLE HOURLY RATE PROCESS RESOURCES USD - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * Euro - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * Euro - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * USD - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * Project Resources USD - ------------------------------------------------------------------------------------------------------------ * * * * * * * * * * * * * * * * * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-3-2 Offshore Coordinator $* * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-3-3 Exhibit C-4 Transaction Baselines [by Major Market and Service Cluster] D&B / IBM CONFIDENTIAL C4-2 CONTACT CENTER SERVICES TRANSACTION VOLUME BASELINES US MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-2 CONTACT CENTER SERVICES TRANSACTION VOLUME BASELINES CANADA MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-11 CONTACT CENTER SERVICES TRANSACTION VOLUME BASELINES EUROPE MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-16 DATA PROGRAMMING SERVICES TRANSACTION VOLUMES BASELINES US MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-22 DATA PROGRAMMING SERVICES TRANSACTION VOLUMES BASELINES CANADA MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-26 DATA PROGRAMMING SERVICES TRANSACTION VOLUMES BASELINES EUROPE MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-34 FINANCE PROCESSING SERVICES TRANSACTION VOLUME BASELINES US MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-39 FINANCE PROCESSING SERVICES TRANSACTION VOLUME BASELINES CANADA MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-45 FINANCE PROCESSING SERVICES TRANSACTION VOLUME BASELINES EUROPE MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-51 TRANSACTION PROCESSING SERVICES TRANSACTION VOLUME BASELINES EUROPE MAJOR MARKET Calendar Year TRANSACTION TYPES ANNUAL BASELINE - ----------------- --------------- * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C4-57 EXHIBIT C-5 TRANSITION REIMBURSEMENT 1. INTRODUCTION This Exhibit C-5 sets forth the terms for IBM reimbursement of D&B transition costs. 2. TRANSITION REIMBURSEMENT AMOUNT 2.1 * 2.2 * 3. TRANSITION REIMBURSEMENT PAYMENTS 3.1 * (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-5-1 EXHIBIT C-6 FINANCE PROCESSING GAIN-SHARING 1. GAIN-SHARE METHODOLOGY 1.1 * * 1.2 * * (a) * (i) * (ii) * (A) * (B) * (C) * (D) * (E) * (F) * (b) * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-6-1 (ii) * (iii) * (iv) * 2. ESTABLISHING THE ADD BASELINE * MARKET EFFECTIVE DATE ADD* BASELINE ADD - ------ ------------------- ------------ * * * * 3. GAIN-SHARE CALCULATIONS * 3.1 U.S. ADD GAIN-SHARE * * * * ------------------------------------------------------------------------- REDUCTION IN ADD * * * * IBM'S GAIN-SHARE * * * * PAYMENT D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-6-2 3.2 * PHASE 1 PHASE 2 PHASE 3 POST-PHASE 3 ------------------------------------------------------------------------- * * * * * 3.3 * PHASE 1 PHASE 2 PHASE 3 POST-PHASE 3 ------------------------------------------------------------------------- * * * * * 3.4 * PHASE 1 PHASE 2 PHASE 3 POST-PHASE 3 ------------------------------------------------------------------------- * * * * * 3.5 * PHASE 1 PHASE 2 PHASE 3 POST-PHASE 3 ------------------------------------------------------------------------- * * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-6-3 3.6 UK ADD GAIN-SHARE PHASE 1 PHASE 2 PHASE 3 POST-PHASE 3 ------------------------------------------------------------------------- REDUCTION IN ADD * * * * IBM GAIN-SHARE * * * * PAYMENT 4. EQUITABLE ADJUSTMENTS * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-6-4 Exhibit C-7 Minimum Annual Service Charges [by Major Market] D&B / IBM CONFIDENTIAL C7-1 MINIMUM ANNUAL SERVICE CHARGES By Calendar Year MAJOR MARKET 2004 2005 2006 2007 2008 - ----------------------------------------------------------------------------------------------------------------------------------- U.S. Major Market [US Dollars] * * * * * Canada Major Market [Canadian Dollars] * * * * * Europe Major Market [Euros] * * * * * Calculations Below Minimum Service Charges in US Dollars U.S. Major Market Minimum Annual Service Charge * * * * * Canada Major Market Minimum Annual Service Charge * * * * * Europe Major Market Minimum Annual Service Charge * * * * * Checksum 50% Total Charges * * * * * Checksum Total Baseline Charges * * * * * Contact Center US * * * * * CA * * * * * EU * * * * * DP US * * * * * CA * * * * * EU * * * * * FS US * * * * * CA * * * * * EU * * * * * TP/EU * * * * MAJOR MARKET 2009 2010 2011 2012 - ------------------------------------------------------------------------------------------------------------------ U.S. Major Market [US Dollars] * * * * Canada Major Market [Canadian Dollars] * * * * Europe Major Market [Euros] * * * * Calculations Below Minimum Service Charges in US Dollars U.S. Major Market Minimum Annual Service Charge * * * * Canada Major Market Minimum Annual Service Charge * * * * Europe Major Market Minimum Annual Service Charge * * * * Checksum 50% Total Charges * * * * Checksum Total Baseline Charges * * * * Contact Center US * * * * CA * * * * EU * * * * DP US * * * * CA * * * * EU * * * * FS US * * * * CA * * * * EU * * * * TP/EU * * * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C7-2 EXHIBIT C-8 FINANCIAL RESPONSIBILITIES MATRICES 1. INTRODUCTION This Exhibit C-8 sets forth the financial responsibilities, including guiding principles and limitations, for certain activities related to the Services described in Schedule A. It does so by means of Financial Responsibility Models ("FRMs") - matrices that map the "FRM Activities" (defined below) against the facility, hardware, software, and telecommunications components comprising the service delivery environment. Using color-coded matrices, the FRMs depict: - the span of components comprising the Service Delivery Environment organized by classification and location type; - the FRM Activities applicable to each category; and - at each intersection of an component and an FRM Activity, the identification by color code of the party that is financially responsible for that FRM Activity with regard to that component. Specifically, this Exhibit C-8 is organized as follows: 1. Introduction 2. Terminology 3. FRM Designations 4. General Principles 5. Exceptions and Clarifications (by Category) 6. Financial Responsibilities Matrices 7. Component Definitions 2. TERMINOLOGY The following table sets forth the definitions of the various terms used in the FRMs and this Exhibit C-8. TERMINOLOGY DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-1 * * - * - * - * - * - * - * - * * - * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-2 * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-3 * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-4 * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-5 3. FRM DESIGNATIONS * * * 4. GENERAL PRINCIPLES a. * b. * c. * 5. EXCEPTIONS AND CLARIFICATIONS (BY CATEGORY) * GENERAL * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-6 A. * B. * * C. * * D. * * E. * * F. * * 6. * * - * - * - * - * - * - * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-7 7. COMPONENT DEFINITIONS ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-8 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-9 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-10 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-11 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-12 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-13 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-14 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-15 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-16 ELEMENT DEFINITION * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-8-17 SHAW PITTMAN LLP PROPRIETARY AND CONFIDENTIAL * 19 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Site --------------------------------------------------- Facility --------------------------------------------------- Real Estate/ Building D&B Workspace IBM Workspace --------------------- ------------- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Site ------------------------------------------------------------------ Facility ------------------------------------------------------------------ Shared Use Space (Meeting/Training) Parking Furniture & Fixtures ----------------------------------- ------- -------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Site ---------------------------------------------------------------- Facility ---------------------------------------------------------------- Office Equipment Office Supplies Security Equipment / Services ---------------- --------------- ----------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Site --------------------------------------------------------------- Facility Environmental Equipment ---------------------------------- ----------------------- Custodial Services Food Services? Portable UPS HVAC ------------------ -------------- ------------ ---- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Site ---------------------------------------------------------------------- Environmental Equipment ---------------------------------------------------------------------- MidRange Equipment Racks Network Equipment Racks MidRange KVM Switch ------------------------ ----------------------- ------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Site IBM Site ------------------------------ ------------------------------------ Environmental Equipment Facility ------------------------------ ------------------------------------ Network KVM Switch Electrical Real Estate/ Building D&B Workspace ------------------ ---------- --------------------- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site ----------------------------------------------------------- Facility ----------------------------------------------------------- IBM Workspace Shared Use Space (Meeting/Training) Parking ------------- ----------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site ------------------------------------------------------- Facility ------------------------------------------------------- Furniture & Fixtures Office Equipment Office Supplies -------------------- ---------------- --------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site ----------------------------------------------------------------- Facility ----------------------------------------------------------------- Security Equipment / Services Custodial Services Food Services? ----------------------------- ------------------ -------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. IBM Site --------------------------------------------------------------------- Environmental Equipment --------------------------------------------------------------------- Portable UPS HVAC MidRange Equipment Racks Network Equipment Racks ------------ ---- ------------------------ ----------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site --------------------------------------------------- Environmental Equipment --------------------------------------------------- MidRange KVM Switch Network KVM Switch Electrical ------------------- ------------------ ---------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel --------------------------------------------------------------------- D&B Site --------------------------------------------------------------------- PC Telephone -------------------------------- ----------------------------------- Desktop PC Mobile PC Terminals Standard Handset Telephone Headset ---------- --------- --------- ---------------- ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel -------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------- Telephone Mobile Handheld ------------------------- ----------------------------------------------- Voice Client Fax Machine Pager Mobile Phone Calling Card Services PDA ------------ ----------- ----- ------------ --------------------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Personnel --------------------------------------------------------------------------------- D&B Site --------------------------------------------------------------------------------- Peripherals & Video Conferencing --------------------------------------------------------------------------------- Network Printer Local Printer LAN High Speed Printers Video Conference Display --------------- ------------- ---------------------------------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Personnel ----------------------------------------- D&B Site ----------------------------------------- Peripherals & Video Conferencing ----------------------------------------- Video Client Scanner Wallboard Plotter ------------ ------- --------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * Server Equipment ---------------------------------------------------------------------- D&B Site ---------------------------------------------------------------------- Infrastructure Servers ---------------------------------------------------------------------- File/Print Servers Web/Gateway Server Notes Mail and Calendar Server ------------------ ------------------ ------------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Server Equipment -------------------------------------------------------------------------------- D&B Site -------------------------------------------------------------------------------- Infrastructure Servers Application Servers Voice Equipment ---------------------- ------------------------------------ ----------------- Messaging Servers Application Servers Storage Devices PBX IVR/VRU ACD ---------------------- ------------------- --------------- --- ------- --- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Server Equipment ------------------------------------------------------------------- D&B Site IBM Site ------------------------------------------- ---------------------- Voice Equipment Infrastructure Servers ------------------------------------------- ---------------------- Call Recorder Autodialer VoiceMail Server File/Print Servers ------------- ---------- ---------------- ------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Server Equipment --------------------------------------------------------------------- IBM Site --------------------------------------------------------------------- Infrastructure Servers --------------------------------------------------------------------- Web/Gateway Server Notes Mail and Calendar Server Messaging Servers ------------------ ------------------------------ ----------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Server Equipment --------------------------------------------------------------------- IBM Site --------------------------------------------------------------------- Application Servers Voice Equipment ------------------------------------ ------------------------------- Application Servers Storage Devices PBX IVR/VRU ACD Call Recorder ------------------- --------------- --- ------- --- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Server Equipment ---------------------------- IBM Site ---------------------------- Voice Equipment ---------------------------- Autodialer VoiceMail Server ---------- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Site --------------------------------------------------------------------------- Middleboxes --------------------------------------------------------------------------- Intrusion Router LAN Switch LAN Hub Security Devices (Firewall) Detection Device ------ ---------- ------- --------------------------- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Site --------------------------------------------------------------------------- Middleboxes --------------------------------------------------------------------------- Fascimile Gateways Gateways Cache Terminal Servers Address Servers Name Servers --------- -------- ----- ---------------- --------------- ------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Site ------------------------------------------------------------------------------- Middleboxes Link, Link Devices, and Link Services ------------- ---------------------------------------------------------------- VPN WAN Proxy Servers Modem - General Concentrator CSU/DSU Internet Access Circuit ------------- --------------- ------------ ------- --------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Site -------------------------------------------------------------------------------- Link, Link Devices, and Link Services -------------------------------------------------------------------------------- Vertical VPN Tunnel T1/E1 Dedicated Circuits Digital Circuit Virtual Circuit Cabling ---------- ------------------------ --------------- --------------- ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site --------------------------------- --------------------------------------------- Link, Link Devices, and Link Services Middleboxes --------------------------------- --------------------------------------------- (Firewall) Horizontal Cabling Voice Circuit Router LAN Switch LAN Hub Security Devices ------------------ ------------- ------ ---------- ------- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site -------------------------------------------------------------------------------- Middleboxes -------------------------------------------------------------------------------- Intrusion Detection Device Fascimile Gateways Gateways Cache Terminal Servers -------------------------- ------------------ -------- ----- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site ------------------------------------------------------------------------------- Middleboxes Link and Link Devices -------------------------------------------- --------------------------------- Address Servers Name Servers Proxy Servers Modem - General VPN Concentrator --------------- ------------ ------------- --------------- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. IBM Site --------------------------------------------------------------------------- Link and Link Devices --------------------------------------------------------------------------- CSU/DSU Internet Access WAN Circuit VPN Tunnel T1/E! Dedicated Circuits ------- --------------- ----------- ---------- ------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM Site ------------------------------------------------------------------------------- Link and Link Devices ------------------------------------------------------------------------------- Voice Digital Circuit Virtual Circuit Vertical Cabling Horizontal Cabling Circuit --------------- --------------- ---------------- ------------------ ------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * D&B Proprietary ------------------------------------------------------------------------------- Operating System Database Admin/Management Batch Processing Diagnostic Tools ---------------- ------------------------- ---------------- ---------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Proprietary -------------------------------------------------------------------------- Quality Messaging Business Applications Productivity Tools Assurance/Test Tools --------- --------------------- ------------------ -------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Proprietary ------------------------------------------------------------------------------- Systems Mangement Anti-Virus Call Management System Communciations Protocols ----------------- ---------- ---------------------- ------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. D&B Proprietary -------------------------------------------------------------------------------- Query/Analysis/OLAP Fax Voice Recognition VRU Legacy Images Standard Images ------------------- --- ----------------- --- ------------- --------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * D&B Proprietary Third Party ----------------------- ------------------------------------------------------- Batch Image Content Security Operating System Database Admin/Management Processing ------------- -------- ---------------- ------------------------- ---------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Third Party ------------------------------------------------------------------------------- Business Productivity Quality Diagnostic Tools Messaging Applications Tools Assurance/Test Tools ---------------- --------- ------------ ----- -------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Third Party ------------------------------------------------------------------------------- Systems Mangement Anti-Virus Call Management System Communciations Protocols ----------------- ---------- ---------------------- ------------------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Third Party -------------------------------------------------------------------------------- Notes Query/Analysis/OLAP Fax Voice Recognition VRU Citrix Globlal Dialer Client ------------------- --- ----------------- --- ------ -------------- ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Third Party IBM ----------------------------------------------------------------------- --------- Operating Notes Database Legacy Images Standard Images Image Content Security System -------------- ------------- --------------- ------------- -------- ------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM ------------------------------------------------------------------------- Database Admin/Management Batch Processing Diagnostic Tools Messaging ------------------------- ---------------- ---------------- --------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM --------------------------------------------------------------------------------- Systems Business Applications Productivity Tools Quality Assurance/Test Tools Mangement --------------------- ----------------------------------------------- --------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. IBM --------------------------------------------------------------------------------- Anti-Virus Call Management System Communciations Protocols Query/Analysis/OLAP ---------- ---------------------- ------------------------ ------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM --------------------------------------------------------------------------------- Fax Voice Recognition VRU Citrix Globlal Dialer Notes Client Notes Database --- ----------------- --- ------ -------------- ------------ -------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * IBM ------------------------------------------------------- Legacy Images Standard Images Image Content Security ------------- --------------- ------------- -------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Call Center ---------------------------------------------------------------------- D&B Site ---------------------------------------------------------------------- ACUG Cust Serv Error Resolution EU Service Failures Family Tree- US ---- --------- ---------------- ------------------- --------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Call Center ----------------------------------------------------------------- D&B Site ----------------------------------------------------------------- Personal Family Tree-CAN Family Tree-EU Inbound Outbound Investigation --------------- -------------- ------- -------- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Call Center ---------------------------------------------------------------------- Supplier Site ---------------------------------------------------------------------- ACUG Cust Serv Error Resolution EU Service Failures Family Tree- US ---- --------- ---------------- ------------------- --------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Call Center ----------------------------------------------------------------- Supplier Site ----------------------------------------------------------------- Personal Family Tree-CAN Family Tree-EU Inbound Outbound Investigation --------------- -------------- ------- -------- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Data Programming -------------------------------------------------------------------- D&B Site -------------------------------------------------------------------- Europe Canada Delivery Delivery RMS Delivery S&MS Delivery SMS Delivery --------------- -------- ------------ ------------- ------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Data Programming ------------------------------------------------------------------ D&B Site Supplier Site ------------------ ---------------------------------------------- Trade US Trade EU Canada Delivery Europe Delivery RMS Delivery -------- -------- --------------- --------------- ------------ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Data Programming Financial Services ----------------------------------------------- ------------------ Supplier Site D&B Site ----------------------------------------------- ----------------- S&MS Delivery SMS Delivery Trade US Trade EU AP T&E Cash Apps ------------- ------------ -------- -------- ------ --------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Financial Services ------------------------------------------------------------------ D&B Site ------------------------------------------------------------------ Collections - Collections Customer Services Collections Temp Europe Finance ----------- ----------------- ---------------- -------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Financial Services --------------------------------------------------------------- Supplier Site --------------------------------------------------------------- AP T&E Cash Apps Collections Collections - Customer Services ------ --------- ----------- ------------------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. Financial Services TP -------------------------------- ------------------------- Supplier Site D&B Site Supplier Site -------------------------------- ---------- ------------- Bulk Data Bulk Data Collections Temp Europe Finance Processing Processing ---------------- -------------- ---------- ------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * CALL CENTER - ---------------------------------------------------------------------------------------- ACUG CUST SERV ERROR RESOLUTION EU SERV FAILURES - ---- --------- ---------------- ---------------- * * CALL CENTER - ---------------------------------------------------------------------------------------- FAMILY TREE-US FAMILY TREE-CAN FAMILY TREE-EU INBOUND - -------------- --------------- -------------- -------- * CALL CENTER DATA PROGRAMMING - ------------------------------------------------------------------ ----------------- OUTBOUND PERSONAL INVESTIGATION CANADA DELIVERY EUROPE DELIVERY - --------- ---------------------- --------------- ----------------- FINANCIAL SERVICES - -------------------------------------------------------------------------------------------------------- RMS DELIVERY S&MS DELIVERY SMS DELIVERY TRADE US TRADE EU AP T&E CALL CENTER TRANS PRO - ------------------------------------------------------------------------------------------------------------------------------ EUROPE BULK DATA CASH APPS COLLECTIONS COLLECTIONS-CUSTOMER SERVICES COLLECTIONS TEMP FINANCE PROCESSING EXHIBIT C-9 PRICE BENCHMARKING 1. BENCHMARKS FOR COST OF SERVICES. (a) * (b) * (c) * (d) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-9-1 * (e) * (i) * (ii) * (f) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-9-2 * (g) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-9-3 EXHIBIT C-10 ECONOMIC CHANGE ADJUSTMENTS 1. INTRODUCTION * 2. ADJUSTMENT PROCESS, GENERALLY * (a) * (b) * (c) * (d) * 3. CALCULATING THE ECA (a) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-10-1 * (b) * (i) * (ii) * (c) * 4. APPLICATION OF THE ECA TO RATES AND SERVICE CHARGES FOR NEW SERVICES (a) D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-10-2 * (b) * * (c) * 5. EXAMPLES OF ECA CALCULATION AND CALCULATION OF ADJUSTED NEW SERVICES RATES. (a) * * (i) * Employment Cost Indices - ---------------------------------------------- * * (ii) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-10-3 (iii) * (iv) * (b) * Hypothetical ECA Calculation Example for January 2006 Service Charges - ------------------------------------------------------------------------------------------- * * * (c) * (d) * (i) * Employment Cost Indices - -------------------------------------------- * * (ii) * (e) * Hypothetical Adjusted New Services Rate Calculation - ------------------------------------------------------------------------------------- * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-10-4 Attachment C-10-1 Inflation Sensitivity Factors Changes to Final 1.1 Calendar year Sub-Title 1.2 Change Worksheet Name (tab) to Inflation Sensitivity Factors 1.2 Change Cover Title (A2) to Inflation Sensitivity Factors 1.3 Change Title (A1) on worksheet to Inflation Sensitivity Factors 1.3 Change row label (A5) on worksheet to Inflation Sensitivity Factors D&B / IBM Confidential C-10-1 INFLATION SENSITIVITY FACTORS BY CALENDAR YEAR Calendar Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 - ---------------------------------------------------------------------------------- Inflation Sensitivity Factor * * * * * * * * * D&B / IBM Confidential Attachment C-10-1-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. V4.O, OCT. 15, 2004 EXHIBIT C-11 TERMINATION CHARGES 1. TERMINATION CHARGES. (a) * (b) * TERMINATION FOR CONVENIENCE AND CHANGE IN CONTROL: TERMINATION CHARGE PRORATION FORMULA - -------------------------------------------------------------------------------------------------- * = * = * = * = * (c) * (d) * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-11-1 V4.O, OCT. 15, 2004 (ii) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C-11-2 Attachment C-11-1 Termination Charges Schedule [by Major Market and Local Market] Conversion Rates US Dollars = 1.25660 Candian Dollars US Dollars = 0.81120 Euros 12-Oct Rates Published 13-Oct in the Wall Street Journal D&B / IBM CONFIDENTIAL C11-1 TERMINATION CHARGES (000'S) CONVENIENCE CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT MAJOR MARKET YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 - ------------------------------------------------------------------------------------------------------------------------------------ GLOBAL (USD) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * EUROPE (EUROS) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * US (USD) * - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * CANADA (CANADIAN DOLLARS) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * ==================================================================================================================================== D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C11-2 L M N O P Q R S T U V W X Y Z AA AB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-3 AC AD AE AF AG AH 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-4 TERMINATION CHARGES (000'S) CHANGE OF CONTROL CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT MAJOR MARKET YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 - ------------------------------------------------------------------------------------------------------------------------------------ GLOBAL (USD) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * EUROPE (EUROS) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * US (USD) * - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * CANADA (CANADIAN DOLLARS) - ------------------------------------------------------------------------------------------------------------------------------------ * * * *` * * * * * * * * *` * * * * * * * * *` * * * * * ==================================================================================================================================== D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C11-5 L M N O P Q R S T U V W X Y Z AA AB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-6 AC AD AE AF AG AH 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-7 Termination Charges (000's) Change of Control Major Market Contract Contract Contract Contract Contract Contract Contract Contract Year Year Year Year Year Year Year Year 1 2 3 4 5 6 7 8 * * * * * * * * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C11-8 L M N O P Q R S T U V W X Y Z AA AB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-9 AC AD AE AF AG AH 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-10 Termination Charges (000's) Change of Control Major Market Contract Contract Contract Contract Contract Contract Contract Contract Year Year Year Year Year Year Year Year 1 2 3 4 5 6 7 8 * * * * * * * * * D&B / IBM CONFIDENTIAL * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C11-11 L M N O P Q R S T U V W X Y Z AA AB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-12 AC AD AE AF AG AH 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 D&B / IBM CONFIDENTIAL C11-13 Exhibit C-12 Transition Delay Credits Confidential C-12 - 1 TRANSITION DELAY CREDITS RAMP UP TO 100% EFFECTIVENESS GEO CLUSTER WORK TYPE FUNCTION DEPARTURE ARRIVAL END DATE CREDIT AMOUNT - ----------------------------------------------------------------------------------------------------------------------------------- EU CC Other Family Tree Rotterdam Greenock March 31, 2005 * EU CC Other Family Tree Rotterdam Budapest March 31, 2005 * EU CC Other Service Failures (UK) Almelo Budapest April 30, 2005 * EU CC Other Service Failures (Benelux) Almelo Greenock April 30, 2005 * EU CC Other Service Failures (Italy) Barin/Milan/Turin Budapest April 30, 2005 * EU CC Other Service Complaints (UK) Almelo Budapest April 30, 2005 * EU CC Other Service Complaints (Benelux) Almelo Greenock April 30, 2005 * EU CC Outbound Astron Leicester Bangalore February 28, 2005 * EU DP Other EU Delivery High Wycombe Budapest March 4, 2005 * EU TP Other Chamber of Commerce Milan Budapest May 6, 2005 * EU TP Other Court Judgment Milan Budapest April 29, 2005 * EU TP Other Protested Bills Milan Budapest April 15, 2005 * EU TP Other Press Clippings Milan Budapest April 22, 2005 * EU FS Other ITC (OTC) High Wycombe Bangalore March 25, 2005 * EU FS Other OTI (OTC) High Wycombe Krakow March 25, 2005 * EU FS Other OTI/ ITC (OTC) Milan Krakow March 25, 2005 * NA CC Inbound Usage Request US Austin New Delhi April 15, 2005 * NA CC Inbound Contract Admin Austin New Delhi April 15, 2005 * NA CC Outbound Service Failures (US) Greensboro Bangalore April 30, 2005 * NA CC Outbound Service Failures (US) Greensboro New Delhi April 30, 2005 * NA CC Outbound Service Failures (US) Tucson Bangalore April 30, 2005 * NA CC Outbound Service Failures (US) Tucson New Delhi April 30, 2005 * NA CC Outbound Renewal Request Greensboro Bangalore April 30, 2005 * NA CC Outbound Fulfillment Request US Tucson Bangalore April 15, 2005 * NA CC Other Family Tree Bethlehem Bangalore April 15, 2005 * NA CC Other Family Tree Bethlehem New Delhi April 15, 2005 * NA CC Other Personal Investigation Bethlehem Bangalore April 15, 2005 * NA DP Other US Trade Bethlehem Bangalore January 28, 2005 * NA DP Other RMS Bethlehem Bangalore February 18, 2005 * NA DP Other SMS Bethlehem Bangalore March 11, 2005 * NA DP Other S&MS Bethlehem Bangalore April 15, 2005 * NA DP Other Canada Delivery Mississauga Bangalore February 18, 2005 * NA FS Other US Collections Bethlehem Bangalore February 25, 2005 * TOTAL * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. C12 - 2 Transition Delay Credits Ramp Up to 100% Effectiveness Geo Cluster Work Type Function Departure Arrival End Date Credit Amount D&B / IBM Confidential C12 - 3 EXHIBIT C-13 INVOICE TEMPLATE D&B / IBM CONFIDENTIAL C13-1 Invoice Date: XXXXXXXX IBM LOGO & CORPORATE NAME Invoice #: XXXXXXXX Payment Terms: 30 Days D&B Please Remit To: Wire, EFT, Lockbox Info 103 John F. Kennedy Parkway XXXXXXXXXXXXXXXXXXXX Short Hills, NJ 07078-2708 XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Attention: XXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Invoice for services - UNITED STATES Market Service Period: XXXXXXXX through XXXXXXXX SUMMARY OF BILLABLE SERVICES Total Fixed Charges $XXX,XXX Total Pass-Through Charges $XXX,XXX Total Variable Charges $XXX,XXX Total Transition Reimbursement $XXX,XXX Total Other Charges / (Credits) $XXX,XXX -------- TOTAL AMOUNT DUE $XXX,XXX ======== SECTION 1 - FIXED CHARGES Contact Center Services $XXX,XXX Data Programming Services $XXX,XXX Financial Processing Services $XXX,XXX -------- Total Fixed Charges $XXX,XXX ======== SECTION II - PASS-THROUGH CHARGES Description Service Tower Charge ----------- ------------- ------ XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX $XXX,XXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX $XXX,XXX -------- Total Pass-Through Charges $XXX,XXX ======== D&B / IBM CONFIDENTIAL C13-2 A B C D E F G H I J K L M N 48 49 50 51 52 53 54 55 56 57 D&B / IBM CONFIDENTIAL C13-3 Invoice Date: XXXXXXXX IBM LOGO & CORPORATE NAME Invoice #: XXXXXXXX Payment Terms: 30 Days D&B Please Remit To: Wire, EFT, Lockbox Info 103 John F. Kennedy Parkway XXXXXXXXXXXXXXXXXXXX Short Hills, NJ 07078-2708 XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Attention: XXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Invoice for services - UNITED STATES Market Service Period: XXXXXXXX through XXXXXXXX SECTION III - VARIABLE CHARGES CONTACT CENTER SERVICES - UNITED STATES Transaction Category Actual Volume Unit Rate Charge -------------------- ------------- --------- ------ Order Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Customer Service Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Entity Query - U.S. XXX,XXX $X.XXXX $XXX,XXX Technical Support Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Usage Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Gold Service FTE - U.S. XXX,XXX $X.XXXX $XXX,XXX DunsVoice Assistance Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Complaint - U.S. XXX,XXX $X.XXXX $XXX,XXX Contract Administration Request - U.S. XXX,XXX $X.XXXX $XXX,XXX Service Failure - U.S. XXX,XXX $X.XXXX $XXX,XXX Customer Relationship Consultant Renewal - U.S. XXX,XXX $X.XXXX $XXX,XXX Fulfillment Request - U.S. XXX,XXX $X.XXXX $XXX,XXX eUpdate Validation - U.S. XXX,XXX $X.XXXX $XXX,XXX Family Tree - Corporate Family Update XXX,XXX $X.XXXX $XXX,XXX Family Tree - Linkage Validation and Error Resolution XXX,XXX $X.XXXX $XXX,XXX Personalized Investigation Request - Daily XXX,XXX $X.XXXX $XXX,XXX Personalized Investigation Request - Bulk XXX,XXX $X.XXXX $XXX,XXX Personalized Investigation Request - Linkage XXX,XXX $X.XXXX $XXX,XXX ACUG - Public Records Update XXX,XXX $X.XXXX $XXX,XXX Inquiry Screening Transaction XXX,XXX $X.XXXX $XXX,XXX -------- D&B / IBM CONFIDENTIAL C13-4 Total Contact Center Services Variable Charges $XXX,XXX ======== Invoice Date: XXXXXXXX IBM LOGO & CORPORATE NAME Invoice #: XXXXXXXX Payment Terms: 30 Days D&B Please Remit To: Wire, EFT, Lockbox Info 103 John F. Kennedy Parkway XXXXXXXXXXXXXXXXXXXX Short Hills, NJ 07078-2708 XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Attention: XXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Invoice for services - UNITED STATES Market Service Period: XXXXXXXX to XXXXXXXX SECTION III - VARIABLE CHARGES (CONT'D) DATA PROGRAMMING SERVICES - UNITED STATES Transaction Category Actual Volume Unit Rate Charge -------------------- ------------- --------- ------ Delinquent File XXX,XXX $X.XXXX $XXX,XXX Manually Processed File XXX,XXX $X.XXXX $XXX,XXX Global Trade File ABEND XXX,XXX $X.XXXX $XXX,XXX I-Case XXX,XXX $X.XXXX $XXX,XXX Benefit/Incentive XXX,XXX $X.XXXX $XXX,XXX RMS RAM/eRAM Product XXX,XXX $X.XXXX $XXX,XXX RMS Data Append Product XXX,XXX $X.XXXX $XXX,XXX SMS Data Services Product XXX,XXX $X.XXXX $XXX,XXX SMS Analytical Services Product XXX,XXX $X.XXXX $XXX,XXX S&MS Custom Count XXX,XXX $X.XXXX $XXX,XXX S&MS MAP XXX,XXX $X.XXXX $XXX,XXX S&MS Prospect File (Match Without Prospect Append) XXX,XXX $X.XXXX $XXX,XXX S&MS Prospect File (Match With Prospect Append) XXX,XXX $X.XXXX $XXX,XXX S&MS Prospect File (Prospect with Append) XXX,XXX $X.XXXX $XXX,XXX -------- D&B / IBM CONFIDENTIAL C13-5 Total Data Programming Services Variable Charges $XXX,XXX ======== Invoice Date: XXXXXXXX IBM LOGO & CORPORATE NAME Invoice #: XXXXXXXX Payment Terms: 30 Days D&B Please Remit To: Wire, EFT, Lockbox Info 103 John F. Kennedy Parkway XXXXXXXXXXXXXXXXXXXX Short Hills, NJ 07078-2708 XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Attention: XXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Invoice for services - UNITED STATES Market Service Period: XXXXXXXX to XXXXXXXX SECTION III - VARIABLE CHARGES (CONT'D) FINANCE PROCESSING SERVICES - UNITED STATES Transaction Category Actual Volume Unit Rate Charge -------------------- ------------- --------- ------ Manual AP Invoice XXX,XXX $X.XXXX $XXX,XXX Electronic AP Upload XXX,XXX $X.XXXX $XXX,XXX T&E Claim XXX,XXX $X.XXXX $XXX,XXX U.S. Collection Transaction XXX,XXX $X.XXXX $XXX,XXX U.S. Cash Application XXX,XXX $X.XXXX $XXX,XXX U.S. Cash Application - Error Corrections XXX,XXX $X.XXXX $XXX,XXX D&B / IBM CONFIDENTIAL C13-6 Total Finance Processing Services Variable Charges $XXX,XXX Invoice Date: XXXXXXXX IBM LOGO & CORPORATE NAME Invoice #: XXXXXXXX Payment Terms: 30 Days D&B Please Remit To: Wire, EFT, Lockbox Info 103 John F. Kennedy Parkway XXXXXXXXXXXXXXXXXXXX Short Hills, NJ 07078-2708 XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Attention: XXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXX Invoice for services - UNITED STATES Market Service Period: XXXXXXXX to XXXXXXXX SECTION IV - TRANSITION REIMBURSEMENT Transition Reimbursement Total ($XXX,XXX) SECTION V - OTHER CHARGES / (CREDITS) D&B / IBM CONFIDENTIAL C13-7 Charge/ Description Service Tower (Credit) - ----------- ------------- -------- XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX $XXX,XXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX ($XXX,XXX) Total Other Charges / (Credits) $XXX,XXX -------- TOTAL AMOUNT DUE $XXX,XXX ======== Footnotes: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX D&B / IBM CONFIDENTIAL C13-8 SCHEDULE D KEY IBM POSITIONS The following are key Supplier positions: (a) Global Transition Manager - during Transition (b) Transition Manager in each region - during Transition (c) Transformation Program Manager - during Transformation (d) Global Project Executive (e) Americas and Global Delivery Project Executive (f) Infrastructure Delivery Project Executive (g) India Delivery Project Executive (h) EMEA Delivery Project Executive (i) Global Financial Service Delivery Project Executive D&B / IBM Confidential D-1 SCHEDULE E HUMAN RESOURCES TABLE OF CONTENTS 1. Introduction ............................................................................... 2 2. Definitions ................................................................................ 2 3. Non-ARD Affected Employees.................................................................. 4 4. ARD AFFECTED EMPLOYEES...................................................................... 5 5. RESPONSIBILITY FOR SEVERANCE/REDUNDANCY PAYMENTS............................................ 5 6. BENEFITS ................................................................................... 5 7. IMMIGRATION ................................................................................ 11 8. EU Employee Organizations................................................................... 11 9. INDEMNITIES ON TRANSFER..................................................................... 11 10. D&B CONTRACTOR PERSONNEL.................................................................... 12 11. PROCEDURE UPON TERMINATION/EXPIRATION....................................................... 13 12. SUPPLY OF SUPPLIER PERSONNEL INFORMATION.................................................... 14 13. CHANGE TO A SUCCESSOR SUPPLIER AND RE-TRANSFER PROVISIONS................................... 15 14. INDEMNITIES ON TRANSFER UPON TERMINATION OR EXPIRATION...................................... 17 EXHIBITS E-1: Affected Personnel E-2: Transitioned Personnel E-3: Key Transitioned Personnel E-4: [Reserved] E-5: [Reserved] E-6: [Reserved] E-7: Job Descriptions D&B / IBM Confidential E-1 SCHEDULE E HUMAN RESOURCES 1. INTRODUCTION * 2. DEFINITIONS * (a) * (b) * (c) * (d) * (e) * (f) * (g) * D&B / IBM Confidential E-2 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (h) * (i) * (j) * (k) * (l) * (m) * (n) * (o) * (p) * (q) * D&B / IBM Confidential E-3 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (r) * (s) * (t) * * 3. * 3.1 * 3.2 * 3.3 * 3.4 * D&B / IBM Confidential E-4 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * 4. * * 5. * 5.1 * 5.2 * 6. * 6.1 * D&B / IBM Confidential E-5 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (a) * (b) * (i) * (ii) * (iii) * (iv) * (v) * D&B / IBM Confidential E-6 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (vi) * (vii) * (viii) * (c) * 6.2 * D&B / IBM Confidential E-7 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (a) * (i) * (ii) * (iii) * (iv) * (v) * (vi) * D&B / IBM Confidential E-8 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (vii) * (b) * (i) * (ii) * (iii) * (c) * (i) * D&B / IBM Confidential E-9 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (ii) * (iii) * (iv) * (v) * (vi) * 6.3 * D&B / IBM Confidential E-10 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * 6.4 * 6.5 * 6.6 * 7. * * 8. * * 9. * 9.1 * D&B / IBM Confidential E-11 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * 9.2 * (a) * (b) * * 9.3 * 10. * * D&B / IBM Confidential E-12 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. 11. PROCEDURE UPON TERMINATION/EXPIRATION 11.1 * (a) * (b) * (i) * (ii) * (iii) * (c) * 11.2 * (a) * D&B / IBM Confidential E-13 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (b) * (c) * (d) * (e) * (f) * 12. SUPPLY OF SUPPLIER PERSONNEL INFORMATION 12.1 * 12.2 * (a) * D&B / IBM Confidential E-14 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * (b) * (c) * (d) * 13. CHANGE TO A SUCCESSOR SUPPLIER AND RE-TRANSFER PROVISIONS 13.1 * 13.2 * 13.3 * (a) * (b) * D&B / IBM Confidential E-15 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. (i) * (ii) * (iii) * (iv) * 13.4 * (a) * (b) * (c) * D&B / IBM Confidential E-16 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * 13.5 * 13.6 * 14. INDEMNITIES ON TRANSFER UPON TERMINATION OR EXPIRATION 14.1 * (a) * (b) * D&B / IBM Confidential E-17 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. (c) * 14.2 * (a) * (b) * 14.3 * 14.4 * 14.5 * 14.6 * D&B / IBM Confidential E-18 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * D&B / IBM Confidential E-19 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. (a) EXHIBIT E-1 AFFECTED PERSONNEL 1. AFFECTED EMPLOYEES A. NON-ARD AFFECTED EMPLOYEES AND D&B CONTRACTOR PERSONNEL (a) United States: STAFF (S) FUNCTION LOCATION CONTRACTOR (C) FTE ASSOCIATE NAME TITLE - ------------------------------------------------------------------------------------------------------------------------- * * * * * * D&B / IBM Confidential E-1-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * D&B / IBM Confidential E-1-2 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * D&B / IBM Confidential E-1-3 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * D&B / IBM Confidential E-1-4 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * D&B / IBM Confidential E-1-5 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * (b) Canada STAFF (S) FUNCTION LOCATION CONTRACTOR (C) FTE ASSOCIATE NAME TITLE - -------------------------------------------------------------------------------------------------------------------- * * * * * * D&B / IBM Confidential E-1-6 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * * * * * * B. ARD-AFFECTED EMPLOYEES * 2. AFFECTED EMPLOYEES WHO MAY NOT TRANSITION ON THE EFFECTIVE DATE D&B / IBM Confidential E-1-7 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EXHIBIT E-2 TRANSITIONED PERSONNEL * D&B / IBM Confidential E-2-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EXHIBIT E-3 KEY TRANSITIONED PERSONNEL * D&B / IBM Confidential E-3-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. EXHIBIT E-4 [RESERVED] D&B / IBM Confidential E-4-1 EXHIBIT E-5 [RESERVED] D&B / IBM Confidential E-5-1 EXHIBIT E-6 [RESERVED.] D&B / IBM Confidential E-6-1 EXHIBIT E-7 JOB DESCRIPTIONS JOB TITLE: * JOB DESCRIPTION: * POSITIONS AVAILABLE: * The SKILLS REQUIRED for the job are as follows: * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * - * OTHER - * - * - * D&B / IBM Confidential E-7-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. JOB TITLE: * JOB DESCRIPTION: * POSITIONS AVAILABLE: * The SKILLS REQUIRED for the job are as follows: - * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * - * OTHER - * - * - * D&B / IBM Confidential E-7-2 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. JOB TITLE: * JOB DESCRIPTION: * POSITIONS AVAILABLE: * The skills required for the job are as follows: - * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * - * OTHER - * - * - * D&B / IBM Confidential E-7-3 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. JOB TITLE: * JOB DESCRIPTION: * POSITIONS AVAILABLE: * The SKILLS REQUIRED for the job are as follows: - * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * - * OTHER - * - * - * JOB TITLE: * JOB DESCRIPTION: * D&B / IBM Confidential E-7-4 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * POSITIONS AVAILABLE: * * The SKILLS REQUIRED for the job are as follows: - * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * - * OTHER - * - * - * D&B / IBM Confidential E-7-5 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. JOB TITLE: IBM CUSTOMER RESOURCE CENTER LEADER JOB DESCRIPTION: * POSITIONS AVAILABLE: * The SKILLS REQUIRED for this job are: - * - * - * - * The JOB ROLES AND RESPONSIBILITIES include: - * - * - * - * - * - * - * - * - * OTHER: - * - * D&B / IBM Confidential E-7-6 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. * D&B / IBM Confidential E-7-7 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. SCHEDULE F GOVERNANCE TABLE OF CONTENTS 1. In General.............................................................................................. 2 1.1 Implementation of Governance Model............................................................. 2 1.2 Relationship and Contract Governance Model..................................................... 3 2. Key Organizational Roles................................................................................ 4 2.1 IBM Project Executive.......................................................................... 4 2.2 IBM Regional Project Executives................................................................ 5 2.3 IBM Delivery Project Executives................................................................ 5 2.4 D&B Global Project Executive................................................................... 6 2.5 D&B Regional Program Managers.................................................................. 6 3. Organizational Structure................................................................................ 6 3.1 Executive Steering Committee................................................................... 6 3.2 Global Governance Team......................................................................... 8 3.3 Global Business Office......................................................................... 9 3.4 Regional Governance Team....................................................................... 11 3.5 Operations Teams (Regional).................................................................... 12 4. Procedures Manual....................................................................................... 14 4.1 In General..................................................................................... 14 4.2 Change Management Process...................................................................... 14 5. Meetings................................................................................................ 15 5.1 Minutes........................................................................................ 15 5.2 Process........................................................................................ 15 6. Reports................................................................................................. 15 EXHIBITS F-1: IBM and D&B Organization Structures F-2: Draft Procedures Manual Table of Contents F-3: Reports D&B / IBM Confidential F-1 SCHEDULE F GOVERNANCE 1. IN GENERAL 1.1 IMPLEMENTATION OF GOVERNANCE MODEL (a) This Schedule F provides an overview of the global relationship and contract governance model and processes IBM and D&B have agreed to follow: (i) to support and facilitate IBM's provision of the Services in a consistent, integrated manner globally across all Service Clusters and country locations; (ii) to provide leadership and direction for the relationship over the Term; (iii) to provide an escalation path and process and for the resolution of issues that the line managers are unable to resolve; and (iv) to report to D&B and IBM regarding each of the foregoing areas. (b) The Parties will identify and develop global processes, procedures, and interaction protocols as necessary to implement the roles and responsibilities described in this Schedule F. These global processes, procedures, and interaction protocols will be developed for consistent application in all country locations and will be documented and maintained on a continuous basis as reasonably necessary throughout the Term. Such processes, procedures, and interaction protocols will be designed to ensure that: (i) the Services are provided professionally, and in accordance with the Agreement; (ii) the provision of Services is regularly monitored to ensure compliance with the Service Levels, and that appropriate timely action is taken to deal with any problems or issues; (iii) the Services are carried out in accordance with D&B's regulatory, compliance, audit and risk management requirements; (iv) IBM undertakes its responsibilities in a timely and professional manner; D&B / IBM Confidential F-2 (v) Changes are recorded and the Agreement is kept up to date and is modified, as appropriate, to comply with the changing requirements of D&B (vi) potential problems and issues are identified early and resolved promptly in a co-operative manner; (vii) any disputes are resolved quickly, effectively and in a co-operative and business-like manner; (viii) In-Flight Projects, Transformation and Transition Activities are completed within the agreed timescales; (ix) the Change Management Process is implemented correctly and monitored by both parties; and (x) a forum for co-operative and pro-active management of the Agreement is established. (c) The parties will periodically (and at least once per annum) review and update the contract management processes, procedures, and interaction protocols. All such reviews will be conducted and approved by the Executive Steering Committee. 1.2 RELATIONSHIP AND CONTRACT GOVERNANCE MODEL (a) IBM acknowledges that it is a key business requirement of D&B's that IBM provide the Services in a consistent, integrated manner globally across all countries and locations. To meet that requirement, IBM has proposed and will adhere to a global relationship and governance model and processes as described in this Schedule F (Governance). (b) The IBM Project Executive will be supported by IBM Regional Project Executives (Regional PEs), , and regional and country Delivery Project Executives (DPEs), whose roles and responsibilities are set forth in this Schedule F (Governance). The IBM Regional PE's will serve as the primary points of contact with their respective D&B counterparts in the regional and country locations. (c) The governance organizations for the Transition Services and Transformation Services are further described in Exhibit A-7-1 (Transition Solution) and Exhibit A-7-3 (Transformation Solution). Such organizations shall report in to the IBM Project Executive, the D&B Global Project Executive, and the Executive Steering Committee. D&B / IBM Confidential F-3 (d) IBM will have the following additional governance responsibilities: (i) Provide experienced and skilled personnel focused on the work of governance as described in this Schedule. This work includes financial, performance and contract management oversight; (ii) Facilitate and negotiate changes to the scope of Services, Statements of Work, performance requirements and Charges; (iii) Jointly with D&B, resolve and manage any issues or disputes between the Parties with respect to the Agreement; (iv) Provide for continual linkage between the business plans of D&B and the current and potential Services provided by IBM to D&B; (v) Facilitate a process to ensure the Parties remain aligned on the realization of the business benefits to each Party that caused it to enter into the Agreement while respecting the economic imperatives of each Party; (vi) Implement and maintain service policies and procedures in accordance with the Agreement; (vii) In an effective and efficient manner, jointly with D&B resolve all problems, issues or exceptions arising in connection with the performance of the Services under the Agreement; (viii) In collaboration with D&B, provide best practice templates and tools to support the governance processes and protocols described in this Schedule; and (ix) Produce all governance related deliverables per the milestones and timelines agreed. 2. KEY ORGANIZATIONAL ROLES 2.1 IBM PROJECT EXECUTIVE (a) The IBM Project Executive shall (i) serve as the single point of accountability for IBM for the Services and IBM's relationship with D&B under the Agreement; (ii) have day-to-day authority and responsibility for customer (i.e., D&B) satisfaction; (iii) work directly with D&B's Global Project Executive, the Executive D&B / IBM Confidential F-4 Steering Committee, and the Global Governance Team; (iv) develop and maintain a keen understanding of D&B's business requirements and applications; and (v) serve as D&B's advisor as well as an advocate for D&B's interests within IBM. (b) The IBM Project Executive will support the execution of all key contract responsibilities and will serve as the integration point for human resources, overall relationship and contract financial management, audit readiness, change management, global metrics and reporting, and contract management. A principal objective of the IBM Project Executive will be to integrate and manage the activities of the IBM service delivery teams in the different country locations in such a manner that they present a consistent, cohesive face to D&B. 2.2 IBM REGIONAL PROJECT EXECUTIVES (a) In support of the IBM Project Executive, IBM will appoint Regional Project Executives (Regional PEs) as it deems necessary to support the Services. IBM may assign multiple country locations to a single Regional PE. As of the Effective Date, there are two Regional PEs; one in North America for the United States and Canada, and one for Europe (located in the United Kingdom. Each Regional PE performs two roles. (i) The Regional PE is responsible for the integration of day-to-day operations and service performance for all IBM personnel within the respective geographic region. The Regional PE serves as the primary point of contact and escalation for all service and contract related issues. (ii) The Regional PE also provides consistency in processes, delivery systems, tools deployments, infrastructure deployment, alert management, and all cross-functional Services to the extent reasonably possible. This role also includes the deployment of consistent technologies within the regional environments. (b) The IBM Regional PEs are accountable to and subject to the direction and supervision of the IBM Project Executive. 2.3 IBM DELIVERY PROJECT EXECUTIVES (a) IBM will also appoint regional Delivery Project Executives (DPEs) responsible for the day-to-day operations and service performance for all IBM processes, systems, and personnel within their respective regions. This includes regional service operations, quality of service, customer satisfaction, Service Level measurements, achievement and reporting, alert management, cross-functional elements, and partnerships with other suppliers, D&B / IBM Confidential F-5 as required, to achieve the required level of performance within the context of managing-the-whole. To best provide customer visibility and responsiveness and so that employees have access to a local IBM executive, the regional DPEs will reside in their respective geographical regions. (b) IBM may assign multiple DPEs within a region to focus on key Service Clusters to provide appropriate attention to specific service delivery issues. (c) As determined by the scope and scale of services, IBM may assign additional roles to the regional organization structures to provide consistent and focused attention to service deliverables and Service Levels. (d) The IBM DPEs are accountable to and subject to the direction and supervision of their respective IBM Regional PEs and the IBM Project Executive. 2.4 D&B GLOBAL PROJECT EXECUTIVE D&B will appoint a Global Project Executive to serve as the primary D&B counterpart to the IBM Project Executive. 2.5 D&B REGIONAL PROGRAM MANAGERS (a) D&B will designate a Regional Program Manager (Regional PM) for each of the country locations. D&B may assign multiple Country Locations to a single Regional PM. The D&B Regional PMs will serve as the primary D&B counterparts to the IBM Regional PEs. As such, the Regional PMs serve as the primary points of contact and escalation for all service and contract-related issues within their respective geographies. (b) The D&B Regional PMs are accountable to and subject to the direction and supervision of the D&B Global Project Executive. 3. ORGANIZATIONAL STRUCTURE Following is a prototype description of certain organizational structures the Parties may establish and use as input into their identification and development of global governance bodies, processes, procedures, and interaction protocols as described above. In particular, the Parties may elect to establish jointly staffed Program/Project Management Offices instead of maintaining separate organizations. 3.1 EXECUTIVE STEERING COMMITTEE (a) The Parties will appoint an Executive Steering Committee to facilitate oversight and management of the overall relationship between D&B and IBM. The Executive Steering Committee will include: D&B / IBM Confidential F-6 (i) The D&B Global Customer Operations Leader; (ii) The D&B Global Project Executive; (iii) The D&B Regional Program Managers; (iv) Senior D&B Business Executives (including representatives of the D&B Global Finance Organization), as needed; (v) The IBM Project Executive; (vi) The IBM Regional Project Executives; and (vii) IBM Industry VP(s), as needed. (b) Responsibilities: (i) Discuss the evolving business agenda of both companies; (ii) Review and refresh the strategic goals and objectives for the relationship; (iii) Approve and recommend significant changes to the Services; (iv) Identify change on the horizon that will need to be managed; (v) Review performance against the strategic goals and objectives (business and relationship), including Service Levels; (vi) Explore ways to extend the relationship to solve new business challenges; (vii) Review and discuss ways in which the Parties can leverage new skills, techniques, and knowledge gained by IBM through research and development initiatives and experiences with other customers; (viii) Communicate the strategic intent and relationship factors to the operational personnel of D&B who are responsible for carrying out the relationship; and (ix) Identify ways in which to improve revenue generation activities. (c) Objectives: (i) Strategically align the Services with D&B's business direction; D&B / IBM Confidential F-7 (ii) Set strategic priorities for use of resources; and (iii) Appropriately use technology to support changing D&B business needs. 3.2 GLOBAL GOVERNANCE TEAM (a) The Global Governance Team will manage the global business and contractual relationship between D&B and IBM. The Global Governance Team will include: (i) D&B Global Project Executive; and (ii) IBM Project Executive. (b) The Global Governance Team will meet monthly or as otherwise agreed by the Parties to review IBM's Service delivery performance and discuss objectives, plans, issues and opportunities. (c) Responsibilities: (i) Development of global strategies to meet goals set by the Executive Steering Committee; (ii) Development of regional objectives to meet global goals; (iii) Addressing of any systemic contractual or management issues; (iv) Periodic assessment of the quality of the working relationship and plans appropriate actions to strengthen the relationship; (v) Identification and resolution of conflict; (vi) Identification and management of impending change; (vii) Review of business volumes and service performance, including revenue achievement; (viii) Investigation of new opportunities to deliver business value; (ix) Recommendation to the Executive Steering Committee on significant changes to objectives, strategies or the Agreement; (x) Definition of the procedures and practices to be followed by the Regional Governance Team; (xi) Development and documentation of strategy and tactics; keeping Service capabilities aligned with D&B's needs as D&B / IBM Confidential F-8 they evolve over time - maintaining desired flexibility for transformation and change; (xii) Scope management; (xiii) Cost and resource allocation management; (xiv) Risk management; (xv) Communications management; (xvi) Contract management (compliance, amendments); (xvii) Integration management; and (xviii) Quality management. (d) Objectives: (i) Manage IBM's fulfillment of all commitments as the service provider; and (ii) Develop, monitor and maintain high level processes such as project management, quality management, and contract management; (iii) Provide for audit integrity of financial processes and procedures; and (iv) Set requirements, inspect appropriately and leverage the relationship. 3.3 GLOBAL BUSINESS OFFICE (a) IBM will create a single Global Business Office, under the leadership of the Global Project Executive, designed to address contractual needs across all Country Locations. This Global Business Office will align contract management processes so that there are synergies in place to support all Country Locations. (b) D&B will assign personnel responsible for related functions, under the leadership of the D&B Global Project Executive, to coordinate with and complement the Global Business Office as necessary to administer/manage the Agreement and the related Services. (c) Key processes managed by the Global Business Office include, but are not limited to: (i) Contract Management D&B / IBM Confidential F-9 (A) Compliance with the terms and conditions of the Agreement (procedural compliance); (B) Monitoring deliverable commitments; (C) Tracking fulfillment of deliverables; (D) Maintenance of reasonable auditability of service provider processes; (E) Provision of early warning for key delivery problems; (F) Management of benchmark activities to monitor vendor performance against industry standards; (G) Third-party contract management; and (H) Contract Change Management. (ii) Financial Management (A) Maintenance of the accuracy and auditability of related financial transactions and to maintain proper financial controls for the term of the agreement; (B) Establishment and management of overall IT budgets and charges forecasts; (C) Review of the business case for all projects to assess financial viability; (D) Management and tracking of monthly charges to maintain accuracy of IBM charges, retained expenses, and pass-through expenses; (E) Monitoring and implementation of Service Level Credits; (F) Provision of regular financial reporting including budgeted v. actual expenses, forecasts, and financial trend analyses; (G) Management of anticipated and agreed upon service provider financial responsibilities such that they are not inadvertently converted to retained or pass-through expenses; (H) Investigation of variances in forecasted expenses or usage; and D&B / IBM Confidential F-10 (I) Establishment and maintenance of the charge back process and systems. (iii) Service Level Management (A) Performance Monitoring; (B) Forecasting Service Volumes; and (C) Problem Management/Escalation. (iv) Change Management 3.4 REGIONAL GOVERNANCE TEAM (a) The Regional Governance Teams will focus on managing alignment of local Services with business requirements, service quality and the local business relationship. Each Regional Governance Team will include: (i) The D&B Global Project Executive; (ii) The IBM Global Project Executive; (iii) The D&B Regional Program Manager; and (iv) The IBM Regional Program Manager. (b) The Regional Governance Team will meet bi-weekly or as otherwise agreed by the parties. (c) Responsibilities: (i) Development of strategies to meet Regional objectives set by the Global Governance Team; (ii) Addressing of any systemic contractual or management issues; (iii) Periodic assessment of the quality of the working relationship and plans appropriate actions to strengthen the relationship; (iv) Identification and resolution of conflict; (v) Identification and management of impending change; (vi) Review of business volumes and service performance; (vii) Investigation of new opportunities to deliver business value; D&B / IBM Confidential F-11 (viii) Recommendation to the Global Governance Team on significant changes to objectives, strategies or the contract; (ix) Definition of the procedures and practices to be followed by the Operations Teams; and (x) Tracking and identifying business user needs; establishing action plans to meet those needs customer feedback to ensure that the contract is not viewed as a constraint by the business community. (d) Objectives: (i) Maintenance of tactical control of quality and effectiveness; (ii) Management of technology such that it does not interrupt business processes; and (iii) Predictive problem and risk management. 3.5 OPERATIONS TEAMS (REGIONAL) (a) Operations Teams will focus on infrastructure management and service management (service delivery and service support). The function of the Operations Teams is to maintain Service Levels and continually improve them in accordance with Schedule B and to minimize problems with day-to-day delivery of the Services. Each Operations Team will include: (i) The D&B Regional Program Manager, and key team leaders as needed; (ii) The IBM Regional Project Executive; and (iii) The IBM Delivery Project Executive(s), and key team leaders as needed. (b) Responsibilities: (i) Identification and addressing of day-to-day service and change management issues; (ii) Preparation of reports for the Regional and Global Governance Teams to highlight service issues; (iii) Identification of upcoming events that may result in changes in service demand; (iv) Review and discussion of customer satisfaction and service quality improvements; D&B / IBM Confidential F-12 (v) Review of monthly reports and Service Level attainment; (vi) Continual review the support processes, tools and methodologies; (vii) Reconciliation of projected resource utilization with actual utilization; (viii) Establishment and tracking of IBM performance to ensure business viability of Service Levels; (ix) Definition and implementation of Service Level reporting for business units; (x) Provision of communication/alerts to D&B management regarding degrading or missed Service Levels; (xi) Review and monitoring of problem management process and escalation procedures; (xii) As operational problems occur, review of vendor recovery and permanent fix plans; (xiii) Definition and maintenance of business resumption plans to provide for business continuance; (xiv) Schedule management (planning and control); (xv) HR management; (xvi) Change management; (xvii) Acceptance testing and approval; (xviii) Status and Service Level Reporting; (xix) Standard Setting; and (xx) Development and revision of Procedures Manuals. (c) The Operations Teams will meet weekly or as otherwise agreed by the parties. D&B / IBM Confidential F-13 4. PROCEDURES MANUAL 4.1 IN GENERAL IBM will prepare a Procedures Manual as set forth in Section 13.3(a) of the Agreement. Attached as Exhibit F-2 (Draft Procedures Manual Table of Contents) is a draft table of contents for the Procedures Manual. 4.2 CHANGE MANAGEMENT PROCESS The Change Management Process will be included in the Procedures Manual as set forth in Section 13.4(b) of the Agreement. IBM's responsibilities with respect to managing changes within D&B's environment include the following: (a) Planning, coordinating, monitoring, and controlling all changes relating to the Services, including changes in processes, technologies, facilities, documentation, or staffing ("each a "Change"); (b) Developing and maintaining Change management documentation; (c) Receiving or initiating Change requests; (d) Assessing the requested Change for quality, completeness, and other pertinent factors; (e) Identifying impractical or unnecessary requests for Change and providing guidance to the sponsor or requestor; (f) Classifying or prioritizing requests for Change by assessing the risk, cost and impact (including possible security impact) of Changes; (g) Developing and maintaining Change plans with input from affected parties and obtaining the required approval for Changes pursuant to the Procedures Manual; (h) Proposing and obtaining D&B approval of the schedule for the implementation of approved Changes; (i) Performing quality control on the completed Change, including back-out procedures, and complying with requests for post-implementation reviews when problems occur during a Change; (j) Periodically reviewing the status of Change requests and initiating communication regarding such status with the sponsor/requestor and the governance structure; D&B / IBM Confidential F-14 (k) In conjunction with the sponsor/requestor, verifying that Changes are completed and facilitating post implementation reviews; and (l) Adhering to the change control requirements provided in Section 13.4 of the Agreement. 5. MEETINGS 5.1 PROCESS All meetings will be chaired by a representative of D&B who will decide: (a) whether a meeting is quorate; (b) whether an issue should be resolved by the meeting or escalated to the next level; and (c) the venue, date and form of the next meeting. 5.2 MINUTES IBM will be responsible for taking minutes at meetings of the committees described in Section 3, tracking issues and circulating any agreed actions to the relevant personnel. Such minutes shall not be binding on D&B unless and until they are reviewed and approved by D&B. A template for minutes will be developed pursuant to Section 1.1(b). 6. REPORTS Exhibit F-3 (Reports) lists certain reports that are to be provided by IBM to D&B. Further detail regarding reports are contained in Exhibit A-5 (Cross Functional Services Statement of Work). D&B / IBM Confidential F-15 EXHIBIT F-1 IBM AND D&B ORGANIZATION STRUCTURES 1. IBM ORGANIZATION CHART * D&B / IBM Confidential F-1-1 * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. 2. D&B ORGANIZATION CHART [TBD] D&B / IBM Confidential F-1-2 EXHIBIT F-2 DRAFT PROCEDURES MANUAL TABLE OF CONTENTS AUTHOR: VERSION: DATE: POLICY AND PROCEDURES MANUAL DUN AND BRADSTREET AND IBM PARTNERSHIP IBM GLOBAL SERVICES LICENSED MATERIALS - PROPERTY OF DUN & BRADSTREET EXECUTIVE SUMMARY PURPOSE POLICIES AND PROCEDURES DOCUMENT ONGOING CHANGE PROCESS D&B AND IBM GOVERNANCE PLAN. ROLES AND RESPONSIBILITIES GOVERNANCE PROCESSES CONTRACT ISSUE MANAGEMENT CONTRACT CHANGE MANAGEMENT DELIVERABLES MANAGEMENT NEW SERVICE REQUEST PROJECT MANAGEMENT PROJECT INITIATION AND APPROVALS PROJECT MANAGEMENT PROCESS PROJECT CHANGE MANAGEMENT PROJECT ISSUE AND ESCALATION MANAGEMENT COMPLETION KNOWLEDGE MANAGEMENT WORKFORCE MANAGEMENT DELIVERY ORGANIZATION STRUCTURE ROLES AND RESPONSIBILITIES BILLING ADJUSTMENT / CREDIT ADJUSTMENT DISPUTED CHARGES CALL ROUTING FLOW CALL CENTER PROCESSES - INBOUND EMEA CALL CENTER PROCESES - INBOUND US D&B / IBM Confidential F-2-1 CALL CENTER PROCESSES - OUTBOUND US DATA PROGRAMMING PROCESSES TRANSACTION PROCESSING PROCESSES FINANCIAL SERVICES PROCESSES INFORMATION TECHNOLOGY INFRASTRUCTURE PRODUCTION SUPPORT PRODUCTION OPERATIONS FOR SUPPORTED APPLICATIONS ROLES AND RESPONSIBILITIES INCIDENT (PROBLEM) MANAGEMENT OPERATIONS MANAGEMENT BACKUP AND RESTORE CAPACITYAND PERFORMANCE PLANNING TECHNICAL CHANGE MANAGEMENT ESCALATION MANAGEMENT SECURITY SCOPE ENFORCEMENT AND VIOLATION HANDLING ROLES AND RESPONSIBILITIES INFORMATION SECURITY MANAGEMENT POLICIE SECURITY MANAGEMENT PERSONNEL SECURITY PRIVACY PHYSICAL AND ENVIRONMENTAL SECURITY ACCESS CONTROL PERFORMANCE MANAGEMENT DESCRIPTION AND SCOPE DATA ACCESS TELECOMMUNICATIONS INFRASTRUCTURE WIDE-AREA NETWORK VOICE AND DATA CIRCUIT MANAGEMENT TELECOMMUNICATIONS FACILITIES DISASTER RECOVERY / BUSINESS CONTINUATION PLANNING PROCEDURES DATA COLLECTION METHODS MEASUREMENT & REPORTING METHODS VARIANCE REPORTING / DATA ANALYSIS CONTINUOUS IMPROVEMENT MEASUREMENT PROCEDURE MAINTENANCE IN-FLIGHT PROJECTS APPENDICES ORGANIZATION CHARTS D&B CONTACT LISTING MEETING SCHEDULES D&B / IBM Confidential F-2-2 GLOSSARY D&B / IBM Confidential F-2-3 EXHIBIT F-3 REPORTS Attached D&B / IBM Confidential F-3-1 EXHIBIT F-3 REQUIRED REPORTS 1. CONTACT CENTER REPORTS 1.1 INBOUND CONTACT CENTER REPORTS RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- 45 Day Obtain the $ save and Monthly Existing 3 years Access Refund exceptions processed for 45 day policy. Absenteeism Records number of Monthly Existing 3 years Excel missed days of work that were service impacting. Agent Quality Agent attrition rate, Weekly New 3 years Electronic & Productivity call length per agent, productivity per agent, sales leads and revenue generation. Agent Report AHT, Calls per hours, Real Time Existing 3 years Web # of calls, queue Based distribution- Genesys Phone Stat Database. Average Daily Average Daily Sales in Daily Existing 3 years Electronic Sales per FTE Dollars per FTE. and Print Average Sales Agent Sales Average Daily Existing 3 years Electronic per Day per day in Dollars and Print with roll up. Center Record number of Quarterly New 3 years Excel Training technical and Agenda performance enhancement D&B university courses associate has completed. Complaint Volumes by complaint Monthly New 3 years Electronic Analysis type. Detail on each complaint needs to be available on request. CRS - Call Internal quality call Monthly Existing 3 years Access Monitoring monitoring report. Report Customer Number of customer Monthly Existing 3 years Electronic Linked linked activities and - Siebel Activities ratio of time spent on export to customer related Access D&B / Supplier Confidential F3 - 1 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- activities vs. total time worked. Customer Customer Feedback Monthly New 3 years Electronic Satisfaction results of Supplier post contact surveying. Daily Daily products (count) Daily Existing 3 years Electronic Products Sold sold. and Print Daily Sales Agent Sales/FTE in Daily Existing 3 years Electronic Reports Dollars with roll up. and Print Daily Sales Sold products and Daily Existing 3 years Electronic Report dollars with average and Print to date. Daily Sales Agent Sales per day Daily Existing 3 years Electronic Reports with roll up. and Print Daily/Monthly List of work processed Daily/ Existing 3 years Electronic Contract Type by type - Internal SQL Monthly Processing Database. Report Escalation Detailed Daily New 3 years Electronic Report documentation of escalated cases. Flash Report Answer Quality by Daily, Existing 3 years Electronic group, MTD, YTD, and Print Calls Received by Historical group, Calls Answered by group, Calls Abandoned by group, Average Handling Times by group, DDWW sales /products/up- sell/cross-sell, DDWW revenue per transaction, e-delivery, calling card percent, Sales Leads (submitted, sold, and revenue), Quality Assurance D&B / Supplier Confidential F3 - 2 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- Scores, E-mail statistics, DVA statistics. Flash Report Answer Quality and Daily Existing 3 years Electronic Abandonment Rate- Genesys. Hourly Sales Hourly sales by team Hourly Existing 3 years Electronic Report and roll up. and Print MDP Running total and Daily Existing 3 years Web Cancellation status of MDP Based Report cancellation requests. Displays total requests submitted, requests pending Manager approval < 5 days, requests pending Manager approval > 5 days, and requests completed. Month to Date Agent Sales per day in Daily/ Existing 3 years Electronic Sales dollars with roll up. Monthly and Print Monthly Quality Review Avg., Monthly Existing 3 years Prepared Performance Inquiries per Hr, Turn Manually Statistics around time/ Internal SQL Database Monthly Sales Sold products and Daily/ Existing 3 years Electronic Report dollars with monthly Monthly and Print average and year end forecast. MTD Product MTD products (count) Daily/ Existing 3 years Electronic Sold sold. Monthly and Print MTD Sales per Agent Sales MTD per Daily/ Existing 3 years Electronic FTE FTE in dollars with Monthly and Print roll up. Over 25k Contract in BOLT that Weekly/ Existing 3 years Electronic Contract exceed $25k - Monthly Processed Business Objects. Performance SLA performance Weekly Existing 3 years Electronic Levels including call Quality (No and Revenue specific performance format required) Public Details age of SEC Daily Existing 3 years Web D&B / Supplier Confidential F3 - 3 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- Timeliness filing (e.g., where the Based data come from). Quality Check Contracts to Be Weekly Existing 3 years Electronic Report Reviewed/Internal SQL Database. Real-time call Calls Received, Calls 15 Minute Existing 3 years Electronic Statistics Answered, Call Refresh and Print Abandoned, Agent Availability, Average Speed of Answer, Max Hold Time and other relevant call statistics. Revenue Revenue performance Monthly Existing 3 years Web Target vs. Target - derived Based Objective from Truecomp (sales Report compensation) system. Schedule Percentage of time for Weekly Existing 3 years Electronic Adherence the day that the agent follows his/her assigned work schedule. Self- Records the IR Saves Monthly Existing 3 years Web Awareness by CRM. -Call Based Saved Documentation. Self-Analysis Month to date total of Daily Existing 3 years Web Products Self-Awareness Based Credits products that have been credited number and dollar amount- Call Documentation. Summary of Total number of Daily Existing 3 years Web Adjustments Credit/Debits and Based by Source dollar amount broken out by Customer call in, RM call or Field adj.-Call Documentation. Tech Support Internal quality call Monthly Existing 3 years Access Call monitoring report. Monitoring Report Telecredit Summary of requests Daily Existing 3 years Web Summary of calls that were Based accepted, rejected and D&B / Supplier Confidential F3 - 4 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- abandoned. Training Training hours per Monthly New 3 years Electronic FTE, levels achieved on knowledge, quality, culture, language. Turnaround The average length of Monthly Existing 3 years Web Time time for the Based processing of a usage adjustment from the time of logging the call record to the close of the call record. Call Documentation Volumes Volumes by Service Monthly Existing 3 years Electronic and activity type by (No week specific format required) 1.2 OUTBOUND CONTACT CENTER REPORTS RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- Linkage Number of completed Weekly New 13 months MS Validation updates on Access Production subsidiaries and Stand Report branches. Alone Report Linkage Average number of Weekly New 13 months MS Validation days to complete by Access Error branch or subsidiary. Stand Turnaround Alone Time Report Report Completed List of Family Tree Real-time Existing 13 months MS Tree Report Updates completed by Access analyst or agent. Stand Alone Database Report (# and % for each Daily Existing 13 months Electronic Completeness rating) - Less than BASIC LEVEL - BASIC LEVEL - Company name & D&B / Supplier Confidential F3 - 5 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- full address - Telephone - Fax - Legal form - Age of business - VAT - Activity (LOB) & SIC - Shareholders - Employees - Banks MEDIUM LEVEL - Basic Level + - Premises - Principals - Sales - Import-Export HIGH LEVEL - Medium Level + - Parent companies - Insurance Family Tree Number of directories Weekly New 13 months MS Comprehensiv and monitoring jobs Access e Directory & processed for Family Stand Monitoring Tree Updates. Alone Report Report Currency Schedule Pace by Daily Existing 3 years Electronic Report for all segment. Scheduled functions. Family Tree, CRC Data Actual performance Weekly New 13 months Electronic Incidence All vs. target on % data Segments elements collected. Data Modified Number of records Daily Existing 13 months Electronic All Segments with data modified (Measure level of completeness using standard basic, med, high standards). Data Verified Number of records Daily Existing 13 months Electronic All Segments which have only had data verified - no CHG/ADD/DEL D&B / Supplier Confidential F3 - 6 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- (Measure level of completeness using standard basic, med, high standards). Element Level Number and Daily Existing 13 months Electronic Changes All percentage of Segments verifications, changes, additions and deletions at the data element level (telephone, fax, age of business, SIC). Family Tree Comparison of Monthly Existing 13 months MS Excel Employee employee figures at Stand Consistency individual sites to the Alone Report total for the company. Report Family Tree Average completeness Monthly Existing 13 months MS Excel Completeness and accuracy scores Stand and Accuracy from randomly Alone Report selected corporate Report families. Family Tree Number of records Weekly New 13 months MS Update Report added, deleted and Access changed by Corporate Stand Family Tree for every Alone corporate family Database review completed by the Supplier. Intake Detail of the different Monthly Existing 3 years Electronic Analysis types of work received. Inventory Inflow/Outflow of new Daily/ Existing N/A Electronic and completed work- Wkly/ and Print Web Accessed/ Qtrly/ ABUS/ICW. Mthly/ Annual Web Accessed IRD/Global Lists all current Real Time Existing Indefinite Electronic IRD, Batch customer files in in IRD/ Web Status Report progress. Lists GIRD customer name, total records, records completed, and due date. Appear in due out order. IRD/GIRD Allows the user to Real time Existing Indefinite Electronic D&B / Supplier Confidential F3 - 7 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- Warehouse query data from past in IRD/ Web Report investigations GIRD completed. Performance Actual performance Weekly Existing 3 years Electronic Center Record number of service and on quality. Portfolio Sales Measures Sales Daily Existing 3 years Electronic Performance. Production Associate/ Group Daily/ Existing N/A Electronic Performance- Web Wkly/ and Print Accessed/ Qtrly/ ABUS/ICW. Mthly/ Annual Production Record resolution Real Time Existing 7 business Electronic Statistics results by agent and in IRD/ days Web report customer. GIRD Quality Review % of Monthly Existing N/A Electronic Completed Work per and Print associate - Web Accessed/ ABUS/ICW Quality Report Records returned Monthly Existing 1 year Print with a D&B subject DUNS number by country and world wide roll up. Data pulled from IRD/GIRD warehouse and populated in an excel spreadsheet. Quality Report Measures Quality Daily Existing 3 years Electronic input. Records for Lists each record, Real time Existing Indefinite Electronic User report customer and due in IRD/ Web date in agent queue. GIRD Remaining Trees not completed Real-time Existing 13 months MS Trees Report by country. Access Stand Alone Database Inbound Revenue generated by Weekly New 13 months Electronic Contact call activity Revenue Credit card ] percentage. SLA report Data on all metrics, Monthly New 13 months Electronic by call activity, D&B / Supplier Confidential F3 - 8 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- specified in the SLAs. Speed of Turnaround time Monthly Existing 1 year Print Service Report achieved by each country and office for all investigations including bulk, daily linkage investigations, personal investigations tickets, service failures and complaints. Data pulled from IRD/GIRD warehouse and populated in to an excel spreadsheet. Statement Average time required Monthly Existing 13 months Excel Replacement to replace statements Timeliness on SRP work. Target Level of interviewed Daily Existing 13 months Electronic Achievement employee within organization (three tiers of employees). Top 5000 YTD Trees completed by Real-time Existing 13 months MS Progress country. Access Report Stand Alone Database Volume & (Number and Daily Existing 13 months Electronic Time Levels percentage for each bullet) - Total numbers of records called - Total number of records not reached - Fax - Answer machine - Missing telephone number - Wrong telephone number - Always busy - Always free (no answer) D&B / Supplier Confidential F3 - 9 RETENTION REPORT NAME CONTENT FREQUENCY EXISTING/ NEW REQUIREMENTS FORMAT - ----------------------- ------------------------------- ----------------- --------------- --------------------- --------------- - Total number of records reached - Asking fax - Asking mail - Out of business - Wrong business - Refused interview - Accepted interview. Volumes Actual volume of Weekly Existing 3 years Electronic service failures and complaints. Work in Updates complete, Weekly New 13 months Electronic Progress Statements processed, Customer inquiries received, Customer inquiries resolved, Fulfillment requests, Fulfillment records updated, Fulfillment references checked, eUpdate OR requests received, OR's built, eUpdate statements received/retained, eUpate error resolutions received, eUpdate error resolutions resolved. Work Queue Tracks by agent Real Time Existing Indefinite Electronic Statistics number records in IRD/ Web Report pending in queue for GIRD investigation D&B / Supplier Confidential F3 - 10 1.3 CONTACT CENTER PERFORMANCE MEASURE REPORTS MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Average Calls Per The average number of calls (Number of Monthly Monthly Hour (Number of Calls) received per Inbound + hour of login time (Time of Number of Login) for an agent, agent Outbound + group, place, or place group Number of during a requested time period. Internal + Number of Consult + Number of Unknown )*3600 / Time of Login Average Consult The average amount of time Time of Consult / Monthly Monthly Talk Time spent on consult calls (Time of Number of Consult / Number of Consult) Consult for an agent, agent group, place, or place group during a requested time period. Average The average amount of time (Time of Inbound Monthly Monthly Customer Time spent on inbound and outbound +Time of calls (Time of Inbound + Time of Outbound) / Outbound) / (Number of (Number of Inbound + Number of Inbound +Number Outbound) for an agent, agent of Outbound) group, place, or place group during a requested time period. (Customer calls are the sum of inbound and outbound calls). Average Dialing The average amount of time Time of Dialing / Monthly Monthly Time spent dialing calls (Time of Number of Dialing Dialing / Number of Dialing) for an agent, agent group, place, or place group during a requested time period. Average Inbound The average amount of time Time of Inbound / Monthly Monthly Talk Time spent on inbound calls (Time of Number of Inbound / Number of Inbound) Inbound for an agent, agent group, place, or place group during a requested time period. D&B / Supplier Confidential F3 - 11 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Average Internal The average amount of time Time of Internal / Monthly Monthly Time (Talk) spent on internal calls (Time of Number of Internal / Number of Internal) Internal for an agent, agent group, place, or place group during a requested time period. Average Not The average amount of time for Time of Not Ready Monthly Monthly Ready Time which an agent, agent group, / Number of Not place, or place group was not Ready ready for calls (Time of Not Ready / Number of Time Not Ready) during a requested time period. Average The average amount of time Time of Outbound Monthly Monthly Outbound Time spent on outbound calls (Time / Number of of Outbound / Number of Outbound Outbound) for an agent, agent group, place, or place group during a requested time period. Average Ringing The average amount of time Time of Ringing / Monthly Monthly Time calls were ringing (Time of Number of Ringing Ringing / Number of Ringing) for an agent, agent group, place, or place group during a requested time period. Average Service The average amount of time (Time of Internal + Monthly Monthly Time (Talk) spent on service-related calls Time of Consult) / (Time of Srv_Calls / Number of (Number of Srv_Calls) for an agent, agent Internal + Number group, place, or place group of Consult) during a requested time period. D&B / Supplier Confidential F3 - 12 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Average Talk The average amount of time (Time of Inbound + Monthly Monthly Time - All spent on calls (Time of Calls / Time of Outbound Number of Calls) for an agent, + Time of Internal agent group, place, or place + Time of Consult group during a requested time + Time of period. Unknown) / (Number of Inbound + Number of Outbound + Number of Internal + Number of Consult + Number of Unknown ) Average Time to Average time before a Contact is Total time in an Monthly Monthly Abandon abandoned after reaching an Agent Queue by Agent Queue. abandoned calls / Number of abandoned calls Average Time to Average time Contacts spend in Total time of Monthly Monthly Distribute an Agent Queue. Contacts in an Agent Queue / Number of Contacts in an Agent Queue Average The average amount of time Time of Unknown Monthly Monthly Unknown Time spent on unknown calls (Time of / Number of Unknown / Number of Unknown Unknown) for an agent, agent group, place, or place group during a requested time period. Average Wait The average amount of time for Time of Wait / Monthly Monthly Time which an agent, agent group, Number of Wait place, or place group was ready for a call (Time of Wait / Number of Wait) during a requested time period. D&B / Supplier Confidential F3 - 13 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Average Work The average amount of time for Time of Work / Monthly Monthly Time which an agent, agent group, Number of Work place, or place group was in after-call work status (Time of Work / Number of Work) during a requested time period. Campaign Total number of unsuccessful Sum(Unsuccessful Monthly Monthly Answering dialing attempts initiated by a dialing attempts) Machine Campaign Manager with a call result of Answering Machine Detected; that is, the Campaign Manager dropped the call because an answering machine was detected on the called party's side. Campaign Total number of dialing Number of Calls Monthly Monthly Answers attempts initiated by Supplier answered with a call result of Answer (when a call is answered by a human voice). D&B / Supplier Confidential F3 - 14 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Campaign Busy Total number of unsuccessful Sum of the total Monthly Monthly dialing attempts initiated by a number of calls Campaign manager with a call resulting in a busy result of Busy; that is, the call signal for a does not go through because of campaign. a busy signal for the called party. Applied to Campaign, this stat type calculates the number of unsuccessful dialing attempts (with a call result of Busy) performed on behalf of a specified campaign while the campaign is running. Applied to CallingList, this stat type calculates the number of unsuccessful dialing attempts (with a call result of Busy) initiated by any campaign from records on this calling list. Applied to CampaignCallingList, this stat type calculates the number of unsuccessful dialing attempts (with a call result of Busy) initiated by a specified campaign from records on this calling list. Applied to CampaignGroup, this stat type calculates the number of unsuccessful dialing attempts (with a call result of Busy) initiated by a specified campaign for a specified group (agent or place), assigned to this campaign. Campaign Group Total time during which a Sum of the time Monthly Monthly Activated campaign group is in the associated when Duration Campaign Activated status. the campaign is Campaign Activated status active with no means that the campaign is activity. loaded for a specified group, but no dialing is performed. Escalated Calls Percentage of Contacts (Number of Month Monthly (%) escalated to second or third escalated Contacts level support resources. / Number of Contacts) * 100 D&B / Supplier Confidential F3 - 15 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Max Time to The maximum time that calls Maximum Time of Monthly Monthly Abandon waited in a queue or route point Abandoned before they were abandoned. A call is abandoned, for instance, if the caller hangs up before a call is distributed from a queue or route point. There are also other reasons for classifying calls as abandoned. As applied to a group of queues, this stat type represents the maximum duration of all wait times for abandoned calls on all queues or route points in the group. Max Time to The maximum time that calls Maximum Time of Monthly Monthly Answer waited in a queue or at a route Answered point before being answered by an agent. Applied to Group Queues, this stat type represents the maximum duration of all wait times for answered calls distributed from all queues or route points in the specified group. Net Revenue / Total Net Revenue (Sales net of Total Net Revenue Month Monthly Gross Sales (%) cancellations) per gross sales of / Total Gross for Self Self Awareness products. Sales of Self Awareness Awareness Products Products Outbound Cases Number of Outbound Cases Number of Cases Month Monthly Called called. called Percent of Cases Percentage of Cases in a (Number of Cases Campaign Campaign Not Reached Campaign in which the subject without subject is not reached. contact) / Number of Cases) * 100 Percent Percentage of Cases requiring a (Number of Cases Campaign Campaign Outbound Cases call back to resolve. requiring call back with Callback to resolve / Number of Cases resolved) * 100 D&B / Supplier Confidential F3 - 16 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percent Revenue Measures the percentage of (Total Net revenue Month Monthly to Target Gold Service Customers for / Total Net Objectives (RTO) which D&B achieves its revenue Revenue target. Revenue targets are Objective) * 100 established annually. Percentage of The percentage of calls (Number (Number of Monthly Monthly Calls With After of Calls) that required after-call Transfers Taken Call Work work by an agent, agent group, *100 )/(Number of place, or place group during a Inbound + requested time period. Number of Outbound + Number of Internal + Number of Consult + Number of Unknown) Percentage of The percentage of calls (Number Number of Monthly Monthly Conference Calls of Calls) for which conferences Conferences *100 (Number of Conferences) were / (Number of made by an agent, agent group, Inbound +Number place, or place group during a of requested time period. A Outbound+Numbe relatively high percentage may r of Internal + indicate difficulty in responding Number of to customer requests or the Consult + Number general redirection of calls to of Unknown) meet agent service targets. Percentage of The percentage of calls (Number Number of Monthly Monthly Consult Calls of Calls) that required Consult * 100 / consultation (Number of (Number of Consult) (transfer or conference) Inbound + during a requested time period. Number of A relatively high number may Outbound + indicate the handling of Number of complex calls. Internal + Number of Consult + Number of Unknown) D&B / Supplier Confidential F3 - 17 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of The percentage of login time (Time of Consult Monthly Monthly Consult Talk (Time of Login) that was Consult *100) / Time of Time Talk Time (Time of Consult) for Login an agent, agent group, place, or place group during a requested time period. A relatively high number may indicate the handling of complex calls. Percentage of The percentage of calls (Number (Number of Monthly Monthly Customer Calls of Calls) that were customer Inbound +Number calls (Number Of Customer of Outbound)*100) Calls) for an agent, agent group, / (Number of place, or place group during a Inbound + requested time period. Number of Outbound + Number of Internal + Number of Consult + Number of Unknown) Percentage of The percentage of login time (Time of Inbound Monthly Monthly Customer Talk (Time of Login) related to +Time of Time inbound (Time of Inbound) and Outbound) *100) / outbound calls (Time of Time of Login Outbound) for an agent, agent group, place, or place group during a requested time period. Percentage of The percentage of login time (Time of Dialing Monthly Monthly Dialing Time (Time of Login) for which an *100) / Time of agent was dialing calls (Time of Login Dialing) during a requested time period. D&B / Supplier Confidential F3 - 18 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of The percentage of calls (Number (Number of Monthly Monthly Inbound Calls of Calls) that were inbound Inbound *100 (Number of Inbound) for an )/(Number of agent, agent group, place, or Inbound +Number place group during a requested of Outbound + time period. Number of Internal + Number of Consult + Number of Unknown) Percentage of The percentage of login time (Time of Inbound Monthly Monthly Inbound Talk (Time of Login) pertaining to *100) / Time of Time inbound calls (Time of Inbound) Login for an agent, agent group, place, or place group during a requested time period. Percentage of The percentage of calls (Number (Number of Monthly Monthly Internal Calls of Calls) that were internal Internal *100 ) / (Number of Internal) for an (Number of agent, agent group, place, or Inbound +Number place group during a requested of Outbound + time period. A relatively high Number of number may indicate that Internal + Number additional training or assistance of Consult + is required. Number of Unknown) Percentage of The percentage of login time (Time Of Internal * Monthly Monthly Internal Talk (Time of Login) pertaining to 100 ) / Time Of Time internal calls (Time of Internal) Login for an agent, agent group, place, or place group during a requested time period. D&B / Supplier Confidential F3 - 19 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of Not The percentage of login time Least (Time of Monthly Monthly Ready Time (Time of Login) for which an Notime of Ready agent, agent group, place, or *100 ) / Time of place group was not ready (Time Login,100 of Not Ready) for calls during a requested time period. A relatively high number may indicate additional training is required. Percentage of The percentage of calls (Number (Number of Monthly Monthly Outbound Calls of Calls) that were outbound Outbound *100 ) / (Number of Outbound) for an (Number of agent, agent group, place, or Inbound +Number place group during a requested of Outbound + time period. Number of Internal + Number of Consult + Number of Unknown ) Percentage of The percentage of login time (Time Of Monthly Monthly Outbound Talk (Time of Login) pertaining to Outbound * 100 ) Time outbound calls (Time of / Time Of Login Outbound) for an agent, agent group, place, or place group during a requested time period. A relatively high number may indicate the start of a campaign. Percentage of The percentage of login time (Time of Ringing Monthly Monthly Ringing Time (Time of Login) for which an *100) / Time of agent was on a ringing call Login (Time of Ringing) during a requested time period. This number propagates to agent group, place, and place group. A relatively high number may indicate that the agent is taking too long to answer a call. D&B / Supplier Confidential F3 - 20 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of The percentage of calls (Number ((Number of Monthly Monthly Service Calls of Calls) that were service Internal + Number related (Number of Service of Consult)*100) / Calls) during a requested time (Number of period. Inbound + Number of Outbound + Number of Internal + Number of Consult + Number of Unknown) Percentage of The percentage of login time (Time of Internal + Monthly Monthly Service Talk Time that was spent on service- Time of Consult) related calls (Time of Service *100 / Time of Calls / Time of Login) for an Login agent, agent group, place, or place group during a requested time period. Percentage of The percentage of login time (( Time of Inbound Monthly Monthly Talk Time (Time of Login) for which an + Time of agent, agent group, place, or Outbound + Time place group was on an inbound of Internal + Time (Time of Inbound), outbound of Consult + Time (Time of Outbound), consult of Unknown)*100) (Time of Consult), internal (Time / Time of Login of Internal), or unknown call (Time of Unknown) during a requested time period. A relatively high number may indicate excellent performance. Percentage of Percentage of Contacts (Number of Month Monthly Transfers Made transferred to a Supplier, D&B, Contacts or third party resource. transferred by an Agent / Number of Contacts received by an Agent) * 100 D&B / Supplier Confidential F3 - 21 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of Percentage of Contacts (Number of Month Monthly Transfers Taken transferred from a Supplier, Contacts D&B, or third party resource. transferred to an Agent / Number of Contacts received by an Agent) * 100 Percentage of The percentage of unknown (Number of Monthly Monthly Unknown Calls calls (Number of Calls) that Unknown *100) / were handled (Number of (Number of Unknown) for an agent, agent Inbound +Number group, place, or place group of Outbound + during a requested time period. Number of Internal + Number of Consult + Number of Unknown) Percentage of The percentage of login time (Time Of Unknown Monthly Monthly Unknown Talk spent on unknown calls (Time of *100 ) / Time Of Time Unknown / Time of Login) for Login an agent, agent group, place, or place group during a requested time period. Percentage of The percentage of login time (Time Of Wait * Monthly Monthly Wait Time (Time of Login) for which an 100) / Time Of agent, agent group, place, or Login place group was ready for calls (Time of Wait) during a requested time period. A relatively high number may indicate an ineffective use of resources. Percentage of The percentage of calls that (Number of Work * Monthly Monthly Work required after-call work by an 100) / (Number of agent, agent group, place, or Inbound + place group during a requested Number of time period. Outbound + Number of Internal + Number of Consult + Number of Unknown) D&B / Supplier Confidential F3 - 22 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Percentage of The percentage of total login (Time of Work * Monthly Monthly Work Time time (Time of Login) for which 100 ) / Time of an agent, agent group, place, or Login place group is in AfterCallWork status during a requested time period. A relatively high number may indicate the handling of complex calls requiring additional after-call work or that additional training may be required. Sales from Leads Sales generated from leads Sum (Sales Annual Monthly per Agent submitted by agent. generated per agent) / Agent Severe Risk Tips Average number of Severe Risk (Number of Severe Week Monthly Tips submitted by Agents per Risk Tips week. submitted each week / Number of Agents) Total Calls The total number of calls Number of Monthly Monthly Abandoned abandoned on a specified queue Abandoned or route point when, for instance, a caller hangs up while waiting on that queue or at that route point. There are also other reasons for classifying calls as abandoned. The total number of transitions from a Queued state to a NULL state when a party was abandoned from a specified Queue or Route Point. D&B / Supplier Confidential F3 - 23 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Calls The total number of calls Sum(Calls Monthly Monthly Answered distributed from a queue or Answered) route point directly to an agent and answered by an agent. Applied to a group of queues (GroupQueues), this stat type sums all answered calls (distinguished by connection ID) for all the queues or route points in that group. Total Calls The total number of Call Sum (Calls Monthly Monthly Consult Consult statuses for agents; Consult) that is, the number of times that agents participated in consultation calls. For Group Agents, this stat type gives the total number of times that agents in the specified group were in the Call Consult status. For Group Places, this stat type gives the total number of Call Consult statuses for all agents who are logged in at places belonging to the specified place group. Total Calls Total number of unique calls Number of Monthly Monthly Distributed distributed from a specified Distributed queue or route point. Total Calls Total number of unique calls Sum (Calls Monthly Monthly Distributed distributed from a specified Distributed) queue or route point. D&B / Supplier Confidential F3 - 24 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Calls The total number of unique Number of Monthly Monthly Distributed In calls distributed from a specific Distributed In Threshold queue or route point within the Threshold specified time threshold (measured in seconds). The Distinguish By Connect ID option is turned on for this stat type; therefore, Stat Server counts each distributed call only once, even if a call is distributed from a queue, route point, or group of queues more than once. As applied to a group of queues, this stat type sums all the numbers of such calls for all queues or route points in the same queue group. Note: Redirected calls are not included in the count for distributed calls. Total Calls Total number of first entries of Number of Monthly Monthly Entered calls on a specified queue or at Entered a specified route point. Total Calls Total number of times an Agent Number of Monthly Monthly Inbound was in the Inbound Call (Call Inbound Inbound) status. Applied to a group of agents (Group Agents) or a group of places (Group Places), this stat type sums such status appearances for all the agents in the specified group. Total Calls Total number of times an Agent Number of Monthly Monthly Internal was in Internal Call (Call Internal Internal) status. Applied to a group of agents (Group Agents) or a group of places (Group Places), this stat type sums such status appearances for all the agents in the specified group. D&B / Supplier Confidential F3 - 25 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Calls In an inbound contact center, Number of Monthly Monthly Outbound this metric indicates the Outbound number of outbound calls made by the agent. In an outbound contact center, this metric indicates the number of outbound calls generated by OCS and handled by the agent. See also Number of Outbound in the "CC Analyzer Metrics - Sourced from Stat Server" section. Total Calls Total number of times an Agent Number of Monthly Monthly Unknown was in the Unknown Call (Call Unknown Unknown) status. Applied to a group of agents (Group Agents) or a group of places (Group Places), this stat type sums such status appearances for all the agents in the specified group. Total Consult The total time that agents spend Sum Total Time To Monthly Monthly Talk Time in Call Consult status; that is, Consult the total time that agents spend on consultation calls. Applied to Group Agents or Group Places, this stat type shows the total time in this status by agents who are related to the specified group. For Group Agents, this stat type calculates the total consult talk time for all the agents belonging to the specified group. For Group Places, this stat type calculates the total consult talk time for all the agents logged in at places belonging to the specified place group. D&B / Supplier Confidential F3 - 26 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Customer The total amount of time spent T_Inbound + Monthly Monthly Talk Time on inbound (N_Inbound) and T_Outbound outbound (N_Outbound) calls during a requested time period. A relatively high number may indicate excellent performance. Total Dialing The total number of times that Number of Dialing Monthly Monthly Number agents spend in CallDialing status; that is, the total number of times that agents dial calls. Applied to GroupAgents or GroupPlaces, this stat type shows the total number of times in this status by agents who are related to the specified group. For GroupAgents, this stat type calculates the total dialing number for all the agents belonging to the specified group. For GroupPlaces, this stat type calculates the total dialing number for all the agents logged in at places belonging to the specified place group. D&B / Supplier Confidential F3 - 27 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Dialing The total time that agents spend Sum Total Time Monthly Monthly Time in Call Dialing status; that is, For Dialing the total time that agents spend dialing calls. Applied to Group Agents or Group Places, this formula shows the total time in this status by agents who are related to the specified group. For Group Agents, this stat type calculates the total dialing time for all the agents belonging to the specified group. For Group Places, this stat type calculates the total dialing time for all the agents logged in at places belonging to the specified place group. Total Hold Time The total time that agents spend Sum (Agent Call Monthly Monthly in CallOnHold status; that is, On Hold Status the total time that agents have Time) calls on hold for them. Total Login Time The total time that agents were Sum (Agent Monthly Monthly logged in. Logged In Time) Total Not Ready The total number of times that Sum (Agent Not Monthly Monthly Number agents are in the Not Ready For Ready For Next Next Call status; that is, the Call Status) total number of times that agents have one or more DNs not ready for the next call. For Group Agents, the formula calculates the total Not Ready For Next Call statuses for all the agents belonging to the specified group. For Group Places, the formula calculates the total number of times in this status for all the agents logged in at places belonging to the specified place group. D&B / Supplier Confidential F3 - 28 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Not Ready The total time that agents spend Sum (Agent Not Monthly Monthly Time in the NotReadyForNextCall Ready For Next status; that is, the total time Call Status Time) that agents have one or more DNs not ready for the next call. Total Number of The sum of customer-related Number of Monthly Monthly Calls (Number of Customer Calls), Inbound + service-related (Number of Number of Service Calls), and unknown Outbound + (Number of Unknown)calls Number of during a requested time period. Internal + Number Note that transferred calls, of Consult + which can be a part of another Number of type of call - inbound, for Unknown example - are not counted as a separate category. Total Number of Total number of unique Number of Monthly Monthly Conferences conferences made (Call Conferences Conference Made) or joined (Call Conference Joined) by a specified agent or at a specified place. Applied to GroupAgents or GroupPlaces, this stat type shows the total number of conference calls for all the agents or for all the places in their respective groups. Total Number of The sum of inbound (Number of Number of Monthly Monthly Customer Calls Inbound) and outbound Inbound + (Number of Outbound) calls Number of during a requested time period. Outbound Total Number of The sum of internal (Number of Number of Monthly Monthly Service Calls Internal) and consult (Number Internal + Number of Consult) calls during a of Consult requested time period. D&B / Supplier Confidential F3 - 29 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Number of Total number of transfers made Number of Monthly Monthly Transfers Made (Call Transfer Made) by a Transfers Made specified agent or a specified place. Applied to a group of agents (Group Agents) or a group of places (Group Places), this stat type sums all transfers made by all the agents or all the places in the group. Total Number of Total number of transferred Number of Monthly Monthly Transfers Taken calls received (Call Transfer Transfers Taken Taken) by a specified agent or at a specified place. Applied to a group of agents (Group Agents) or a group of places (Group Places), this stat type sums all transferred calls received by all the agents or all the places in the group. This stat type counts the calls when they end. Total Number on The total number of times that Number of Hold Monthly Monthly Hold agents are in the Call On Hold status; that is, the total number of times that agents have one or more calls on hold. For Group Agents, the formula calculates the total Call On Hold statuses for all the agents belonging to the specified group. For Group Places, the formula calculates the total number of times in this status for all the agents logged in at places belonging to the specified place group. D&B / Supplier Confidential F3 - 30 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Ringing The total number of times that Sum (Agent Call Monthly Monthly Number agents were in the Call Ringing Ringing Status) status; that is, the total number of times that agents had one or more calls ringing. For Group Agents, the formula calculates the total Call Ringing statuses for all the agents belonging to the specified group. For Group Places, the formula calculates the total number of times in this status for all the agents logged in at places belonging to the specified place group. Total Ringing The total time that agents spend Sum (Agent Call Monthly Monthly Time in the CallRinging status; that Ringing Status is, the total time that agents Time) have one or more calls ringing for them. Total Service Talk The total amount of time spent Total Internal Monthly Monthly Time on internal and consult calls Time + Total during a requested time period. Consult Time Total Short The total number of calls Number of Monthly Monthly Abandoned Calls abandoned on a specified queue Abandoned Calls or route point within predefined Within Specified threshold. A call is abandoned, Time for instance, if the caller hangs up before the call is distributed from a queue or route point. There are also other reasons for calls being abandoned. As applied to a group of queues, this stat type sums all abandoned calls for all queues or route points belonging to the group. D&B / Supplier Confidential F3 - 31 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Talk Time The total amount of time spent Time of Inbound + Monthly Monthly on calls for an agent, agent Time of Outbound group, place, or place group + Time of Internal during a requested time period. + Time of Consult A relatively high number may + Time of indicate excellent performance. Unknown Total Talk Time The total time that agents spend Sum (Agent Call Monthly Monthly Inbound in the Call Inbound status. Inbound Time) Total Talk Time The total time that agents spend Sum (Agent Call Monthly Monthly Internal in the Call Internal status. Internal Time) Total Talk Time The total time that agents spend Sum (Agent Call Monthly Monthly Outbound in the CallOutbound status. Outbound Time) Total Talk Time The total time that agents spend Sum (Agent Call Monthly Monthly Unknown in the CallUnknown status Unknown Time) (handling calls of unknown types). Total Time to The total time that calls waited Sum Total Time To Monthly Monthly Abandon on a queue or at a route point Abandon before they were abandoned; (that is, before the caller hung up without reaching an agent). The cumulative wait time on a specified queue or route point. Applied to Group Queues, Total Time to Abandon is the sum of all the wait times for abandoned calls on all the queues in the group. Total Time to Total time that calls waited on a Sum Total Time To Monthly Monthly Answer queue or at a route point before Answer they reached an agent. The cumulative wait time before calls were answered. Applied to Group Queues, Total Time to Answer is the sum of all the wait times for answered calls distributed from queues in the specified group. D&B / Supplier Confidential F3 - 32 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Time to The total time that calls waited Sum Total Time Monthly Monthly Distribute on a queue or at a route point For Distributed before being distributed. The cumulative wait time before calls were distributed. Applied to Group Queues, Total Time to Distribute is the sum of all the wait times for calls distributed from the queues in the group. Total Wait The total number of times that Number of Wait Monthly Monthly Number agents were in the Wait For Next Call status; that is, the total number of times that agents had one or more DNs ready to receive call(s). For Group Agents, this stat type calculates the total Wait For Next Call statuses for all the agents belonging to the specified group. For Group Places, this stat type calculates the total number of times in this status for all the agents logged in at places belonging to the specified place group. Total Wait Time Total wait time. A relatively Total Wait Time Monthly Monthly high number may indicate ineffective use of resources. D&B / Supplier Confidential F3 - 33 MEASUREMENT REPORTING MEASUREMENT DESCRIPTION FORMULA INTERVAL INTERVAL - ---------------------------------------------------------------------------------------------------------------------------------- Total Work The total number of times that Number of Work Monthly Monthly Number agents are in the After Call Work status; that is, the total number of times that agents are performing follow-up work after calls. For Group Agents, this stat type calculates the total After Call Work statuses for all the agents belonging to the specified group. For Group Places, this stat type calculates the total number of times in this status for all the agents logged in at places belonging to the specified place group. Total Work The total number of times that Sum (Agent After Monthly Monthly Number agents are in the AfterCallWork Call Work Status) status; that is, the total number of times that agents are performing follow-up work after calls. Total Work Time Average after call work time. A Total Work Time Monthly Monthly relatively high number may indicate excellent performance. 2. DATA PROGRAMMING 2.1 GLOBAL TRADE EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- ABEND Solving Status of open Daily Existing 2 months Electronic cases. Benefit/Incentive Status of open Weekly Existing 2 months Electronic Creation and cases. Distribution to Customer Delinquent Files Status of open Daily Existing 2 months Electronic cases. Manual File Pre- Status of open Daily Existing 2 months Electronic processing cases. D&B / Supplier Confidential F3 - 34 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- Resolving Status of open Daily Existing 2 months Electronic Automatic cases. Quality Check rejects (i.e., I Cases) 2.2 DELIVERY (a) RMS Delivery (US and Canada) EXISTING/ REPORT NAME CONTENT FREQUENCY NEW RECIPIENT FORMAT - --------------------------------------------------------------------------------------------------------------------------------- CFP Reports Generated Delivered when Existing Client and Electronic automatically requested by internal through the CFP customer or partners match process. D&B sales person Create History Take history file Monthly Existing Monthly to Electronic File and Send of all Duns noted Confirmation numbers on jobs partners processed and internal create regeneration file to send to partners. They analysis to understand which numbers are used most often. Data Appends Looks like CFP Delivered when Existing Client and Electronic Audits. requested by internal customer or partners D&B sales person. Metrics Reports Tracks Monthly Existing Internal Electronic performance of each FSA. Monthly Refresh Manual process Monthly Existing Monthly to Electronic Calendar comparing lotus QCAs notes (PDI) to mainframe members that would initiate weekly automation. Port Stat Report Extract for PDI Weekly Existing Internal Electronic D&B / Supplier Confidential F3 - 35 EXISTING/ REPORT NAME CONTENT FREQUENCY NEW RECIPIENT FORMAT - --------------------------------------------------------------------------------------------------------------------------------- Database used to RAM/eRAM track status of jobs in delayed. SBA Client Audits on each Forwarded to Existing Client and Electronic Reports of the six D&B and internal databases for Customer when partners SBA. monthly feeds are uploaded Service Tracking Log for tracking Weekly Existing Internal Electronic Report problems during transition Severe Risk Created by Weekly Existing Weekly to Electronic Weekly Sweep severe risk to noted identify partners in fraudulent e-mail businesses embedded in the database. (b) Europe Delivery EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- Audits of Regular audits will Quarterly Existing 2 years Electronic Processes be required. Productivity To measure the Weekly Existing 2 years Electronic and Accuracy performance of of Vendor individuals. Operators Scorecard Performance Weekly Existing 2 years Electronic against SLA by market. (c) SMS Delivery (US AND CANADA) EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- Commitment Number/percentage Monthly and as Existing 2 years Electronic Dates of projects that met requested Met/Missed delivery dates. Cycle Time Turn around time Monthly and as Existing 2 years Electronic for Each by project and requested Project overall average cycle time. Number of Number/Percentage Monthly and as Existing 2 years Electronic Defects of projects that requested required rework. Number of Number/Percentage Monthly and as Existing 2 years Electronic Jobs Rerun of jobs rerun and requested D&B / Supplier Confidential F3 - 36 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- the reason for rework. Volume of Total number of Monthly and as Existing 2 years Electronic Work for projects for the requested Data and given timeframe, Analytical broken down by Services project categories. (d) S&MS Delivery (US AND Canada) EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- Analyzer Provides a Only when Existing Supplier Electronic Report summary of requested should keep a and Print (Global & customer data copy that US) before and after could be postal cleansing. reproduced for up to a year. S&MS Delivery will retain a printed copy Confidence Provides confidence For each output Existing Supplier Electronic Code & codes and dataset should keep a and Print MatchGrade MatchGrade copy that Summary summary of could be (US and cumulative records reproduced for Global) against matched up to a year. records. S&MS Delivery will retain a printed copy. Data Data Cleansing Only when Existing Supplier Electronic Cleansing Report (Global & requested should keep a and Print Report US) copy that (Global & could be US) reproduced for up to a year. S&MS Delivery will retain a printed copy Delivery Scorecard that When requested Existing D&B will Electronic Scorecard indicates the retain the Delivery output for maintenance a given customer. and This report production of D&B / Supplier Confidential F3 - 37 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- includes # of this report Projects, # of since it is Deliverables, listing included of all Projects, and within the Hours Worked by Timekeeper S&MS Delivery at system. the customer level. Edit View Provides a For each output Existing Supplier Electronic Report summary of dataset should keep a and Print (Global) occurrences of 5 or copy that more by city. could be reproduced for up to a year. S&MS Delivery will retain a printed copy. LDP Performance Metric Nightly Existing D&B will Electronic Summary Report that retain the Report measures customer maintenance Commit Date, and Quality Rate, Turn production of Around Time, and this report Productivity. since it is included within the Timekeeper system. Match Data Provides a For each output Existing Supplier Electronic Profile summary of dataset should keep a Report (US & cumulative records copy that Global) against matched could be records. reproduced for up to a year. S&MS Delivery will retain a printed copy. Match Provides a Only when Existing Supplier Electronic Results summary of requested should keep a and Print Report (US) customer matched copy that data with postal could be cleansing reproduced for information. up to a year. S&MS Delivery will D&B / Supplier Confidential F3 - 38 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- retain a printed copy. MatchGrade Provides samples of For each output Existing Supplier Electronic Samples records against dataset should keep a and Print Report (US matched D&B copy that and Global) records by could be confidence code reproduced for and MatchGrade up to a year. sting. S&MS Delivery will retain a printed copy. Performance This report Weekly Existing 1 week Electronic Report provides the and Print performance details for each job process by the vendor as well as a summary by job type (standard, ad- hoc and priority jobs). Statistics include turnaround time and commitment dates met. Post Match Provides a count of For each output Existing Supplier Electronic Country the number of dataset should keep a and Print (Global) records processed, copy that grouped by could be matched and reproduced for unmatched, with up to a year. continent and S&MS within country. Delivery will retain a printed copy. PostMatch Provides a For each output Existing Supplier Electronic Audit Report summary of the dataset should keep a and Print (US and matched and copy that Global) unmatched results could be grouped by the reproduced for elements used for up to a year. matching against S&MS the D&B Database. Delivery will retain a printed copy. D&B / Supplier Confidential F3 - 39 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- Pre Match Provides a For each output Existing Supplier Electronic Audit Post summary of all dataset should keep a and Print Cleanse records after going copy that (Global) through First Logic could be cleansing reproduced for up to a year. S&MS Delivery will retain a printed copy. Pre Match Provides a count of For each output Existing Supplier Electronic Country the number of dataset should keep a and Print Audit Report records processed, copy that (Global) grouped by the could be continent and the reproduced for country. up to a year. S&MS Delivery will retain a printed copy. PreMatch Provides a For each output Existing Supplier Electronic Audit Report summary of your dataset should keep a and Print (US) input file by copy that elements that will could be be used for reproduced for matching against up to a year. the D&B Database. S&MS Delivery will retain a printed copy. PreMatch Provides samples of For each output Existing Supplier Electronic Samples pre-matched dataset should keep a and Print Report (US) records. These copy that sample records are could be grouped by the reproduced for data elements that up to a year. are used in the S&MS matching process. Delivery will retain a printed copy. Presence/Ab Summary of data Required for Existing Supplier Electronic sence/Frequ contained in either each deliverable should keep a and Print ency Reports an input or output file. Critical for copy that file which provides Quality could be a detail presence, Assurance reproduced for absence or process up to a year. D&B / Supplier Confidential F3 - 40 EXISTING/ RETENTION REPORT NAME CONTENT FREQUENCY NEW REQUIREMENTS FORMAT - ---------------------------------------------------------------------------------------------------------------------------------- frequency count for S&MS each data Delivery will elements. retain a printed copy Quality This report Any time a Existing As necessary Electronic Report provides defect is and Print information identified. regarding the Monthly defects resulting summary of from the vendor's Defects processing. The vendor is responsible to provide details of each defect. Work in List of orders Daily Existing 1 day Electronic Progress currently being and Print Report handled by the vendor. This report includes standard, ad-hoc and priority jobs. Additionally, those jobs that are in jeopardy of missing their commitment dates should be highlighted. 3. TRANSACTION PROCESSING 3.1 UK REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- Data Actual Weekly Electronic Incidence performance vs. target on % data elements collected. Escalation Detailed Daily Electronic Report documentation of escalated cases. Intake Detail of the Monthly Electronic Analysis different types of work received. Performance Actual Weekly Electronic Levels performance vs. D&B / Supplier Confidential F3 - 41 REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- target on speed of service and on quality. Reconciliation Shows Weekly Electronic reconciliation between intake received, cases processed and output produced. Volumes Actual volume of Weekly Electronic service failures and complaints. 3.2 BENELUX REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- Data Actual Weekly Electronic Incidence performance vs. target on % data elements collected. Elvis Errors Lists out records Daily Electronic rejected by systems after Bulk Load Processes or manual data entry. Escalation Detailed Daily Electronic Report documentation of escalated cases. Exception Exception Error Daily Electronic Records Reports generated from 'Nike.' Intake Detail of the Monthly Electronic Analysis different types of work received. Performance Actual Weekly Electronic Levels performance vs. target on speed of service and on quality. Reconciliation Shows Weekly Electronic reconciliation between intake received, cases processed and output produced. Vger Errors Lists out records Daily Electronic D&B / Supplier Confidential F3 - 42 REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- rejected by systems after Bulk Load Processes or manual data entry. Volumes Actual volume of Weekly Electronic service failures and complaints. 3.3 ITALY REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- Data Actual Weekly Electronic Incidence performance vs. target on % data elements collected. Elvis Errors Lists out records Daily Electronic rejected by systems after Bulk Load Processes or manual data entry. Escalation Detailed Daily Electronic report documentation of escalated cases. Intake Detail of the Monthly Electronic Analysis different types of work received. Performance Actual Weekly Electronic Levels performance vs. target on speed of service and on quality. Reconciliation Shows Weekly Electronic reconciliation between intake received, cases processed and output produced. Vger Errors Lists out records Daily Electronic rejected by systems after Bulk Load Processes or manual data entry. D&B / Supplier Confidential F3 - 43 REPORT NAME CONTENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------- Volumes Actual volume of Weekly Electronic service failures and complaints. D&B / Supplier Confidential F3 - 44 4. FINANCE SERVICES 4.1 GLOBAL AP/T&E (a) North America REPORT NAME CONTENT FREQUENCY - --------------------------------------------------------------------------- 1099's Controls runs the Annual 1099's and tapes annually. Ad Hoc As As needed Requests requested/generall y involve vendor spend, use of national suppliers, etc. Ad Hoc Annual downloads As needed Requests for unrecorded liabilities; also any interim requests when audit targets a particular department or vendor. Ad Hoc Occasional ad hoc As needed Requests reporting on request of field for various data (specific department's spend, freight charges over a period of time, etc.). Aged Trial Aged trial balance Monthly Balance prints a report of all or selected invoices displaying the aging for current invoice, 30, 60, 90 day old or older. AP Closing Is compiled into Annual Calendar overall closing calendar for the field. Direct All payments are Daily Deposit Files reconciled daily and transmitted to D&B / Supplier Confidential F3 - 45 REPORT NAME CONTENT FREQUENCY - --------------------------------------------------------------------------- Northern Trust. Key BO queries are Monthly Indicators pulled and synced True-Up to Oracle Key Indicators Report of number of transactions. The true-up breaks out the transactions by company. Kilometer Kilometers listed Annual usage on expense reports for Canadian employees. Mileage Reports of mileage As requested reports listed on expense reports. Positive Pay All payments are Daily Files reconciled daily and positive pay reports transmitted to Citibank. Quality Lists QAR errors Monthly Assurance from monthly Review samples. SEAMS Download of Quarterly vendors paid by D&B goes regularly to the SEAMS group for DUNS numbering and supplier analysis. Download is done by the technical group, not directly by AP or Controls. Signatory Signatory file to As requested File Purchasing on an as requested basis for their records and FA purchases. Training Lists all training Monthly Download by dept. and person/vendor paid for a single accounting period. D&B / Supplier Confidential F3 - 46 REPORT NAME CONTENT FREQUENCY - --------------------------------------------------------------------------- Use Tax Use tax liability by Monthly Reporting state is pulled and reported to Tax Department for payment to the states. REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- "Match Pay" Key control. File Weekly data sent to bank, detailing valid checks with amount. Utilized by bank to reject unauthorized checks. Source = Bottomline. 1099 data This Business Annual for Objects query is reconciliation utilized to reconcile the 1099 data. 1099 Invoice This Oracle report Monthly Exception identifies 1099 data inconsistencies with vendor records. 1099 This Oracle report Monthly Supplier identifies 1099 Exception data inconsistencies with vendor records. 1099's This Oracle report Annual produces the 1099 statements that are printed on IRS compliant stationery and mailed to vendors. Accounting Used by Monthly Accruals Accounting to identify invoices received but not posted to GL. BO. D&B / Supplier Confidential F3 - 47 REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- Accounting Sub process of Weekly Entries Audit Weekly Posts to GL ACH File File containing Weekly direct deposit instructions for associates/vendors . This encrypted file is transmitted to Northern Trust for onward processing. Source = Bottomline. AP Trial Required to Monthly Balance complete reconciliation to GL. Run from Oracle. Associate Often responding Ad hoc payments to audit/management requests. BO/MarkView/Oracle. Cash Flow External measure Monthly = 90 day Paydex from "D&B Business Information Report" Internal measure = weighted average terms computed from BO query. Data export Data extracted Monthly/Quarte to D&B from Oracle and rly Supply loaded into tool Optimizer / and used to SMS group analyze spend. Final One per payment Weekly Payments batch. Source = register Oracle. General Exported from Weekly Participant Oracle and loaded into Bottomline to update payment details. D&B / Supplier Confidential F3 - 48 REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- Helpline Component of Monthly Analysis productivity metrics. Source of reengineering data. Data extracted from MS Access and supplemented with other sources. Historical BO query utilized Ad hoc vendor for example by a activity Sales associate to assess balance of trade with a prospect. Invoice Aging Key control. Weekly Utilized to identify invoices not being processed in a timely manner. Separate report run from Oracle for all each company. Invoice Useful for Monthly History troubleshooting invoice processing. Source = Oracle. Invoice BO query that is a Monthly Numbering component of Data quality metrics. Invoice on Review of this Daily Hold report is a key process control. Different types of hold exist; some manual, some automatic. These may indicate that intervention is required. Source = Oracle. IRS 1099 This Oracle report Annual Data generates the data transmission file ready for transmission to IRS. Journal Sub process of Weekly Import Weekly Posts to GL D&B / Supplier Confidential F3 - 49 REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- Key Oracle report that Monthly Indicators is the basis for productivity metrics. BO queries are used to supplement the Oracle report and provide greater detail/functionality. Kilometer Data provided to Annual usage D&B Canada. BO. List of valid MS Excel Monthly Cost centers document published through AP website. Mass Sub process of Weekly Additions Weekly Posts to GL Create National We either provide Ad hoc vendor data or training to compliance Purchasing/JVKG requests associates to help themselves. We assist them with their follow up questions. BO and Oracle and MarkView. Payable Note that expense Weekly plus final Accounting detail is posted to three days of Process GL but the payable accounting posting is month summarized since the detail is not desired in the GL (due to the volume and lack of purpose). These Oracle reports are utilized to ensure processing is complete. Payables Transfers invoices, 6 to 8 times per Transfer to payment and detail month GL to the Accounting System. D&B / Supplier Confidential F3 - 50 REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- Payment HTML document Annual Calendar published through AP website. Pcard Used to cancel Monthly and ad Activity under-utilized hoc. reports - cards. Also used various for compliance review. Reports requested specific to a card, or vendor. Report run from Accounting Link (Amex proprietary software). Pcard Transaction file Monthly transactions exported for import into Oracle as invoice. Report run from Accounting Link (Amex proprietary software). Period Close Oracle report that Monthly Exception identifies problems when switching between accounting periods. Preliminary One per payment Weekly register batch. Source = Oracle. Quality Data extracted Monthly Assurance from Oracle and is Review provided for post- processing transaction audit. Recurring Recurring invoices Monthly Invoices are processed on a monthly basis. This report is utilized to confirm the accuracy and completeness of that payment run. Source = Oracle. Route To AP BO query that is a Monthly D&B / Supplier Confidential F3 - 51 REPORT NAME PURPOSE FREQUENCY - --------------------------------------------------------------------------- component of quality metrics. SequelFlow MarkView based Daily Monitor data used to status calculate cycle time and to detect server outage and other potential problems. Supplier Upon request from Ad hoc Payment supplier, or D&B History contact. Source = Oracle. Suppliers Oracle report Ad hoc utilized to review quality of Vendor Master File and troubleshoot potential issues. Unaccounted Sub process of Weekly Transactions Weekly Posts to GL. Update This Oracle report Monthly Income Tax identifies vendor's Details who have changed tax status and includes a utility to update the associated invoices to the new 1099 status. Upload Calculation/suppo Monthly Processing rt of cycle time and Statistics quality metrics for electronically processed invoices. Source= MS Excel. Use Tax This BO query is Monthly Activity used to calculate and accrue multi- state tax liabilities. Use Tax This BO query is Monthly Liability first reviewed for accuracy and then sent to the D&B Tax Department to remit Use Tax to States. D&B / Supplier Confidential F3 - 52 (b) UK, Ireland, Italy, Belgium, Netherlands REPORT NAME CONTENT FREQUENCY EXISTING/ NEW FORMAT - ----------------------------------------------------------------------------------------------------- AP Payments List of suppliers As Existing n/a on Hold with payment required Report on hold. AP to GL Reports to Weekly Existing n/a Control reconcile after Reports the AP interface to GL. AP Trial List of all As Existing Electronic Balance suppliers that required and Print D&B owe a debt. AP Trial Proposed list of As Existing Electronic Payment Run payments by required and Print supplier and employee. Bank Transfer List of Twice Existing Electronic List payments to be monthly or and Print made via bank. weekly for employees Check List List of Twice Existing Electronic payments to be monthly or and Print made by check. weekly for employees Credit Listing List of credit As Existing n/a Report accounts. required Credit Memo To review As Existing n/a Matching invoices and required Report credits on one supplier account. DB Markview Invoices coded Daily Existing n/a Coded and but not not Approved approved. Employee Employees by As Existing n/a Listing name and cost required center. Final Payment run to As Existing n/a Payment be transferred required Register or print checks. Invoice Aging List of invoices As Existing n/a D&B / Supplier Confidential F3 - 53 REPORT NAME CONTENT FREQUENCY EXISTING/ NEW FORMAT - ----------------------------------------------------------------------------------------------------- Report and aged by required date specified. Invoice Audit List of invoices As Existing n/a Reports as specified by required user. Invoice Tracks what As Existing n/a History happened to an required invoice. Invoices Input Details of all As Existing n/a invoices input. required Payments Historical As Existing n/a History record of required payment history VAT Invoice by Monthly Existing n/a Summary invoice VAT Report input. 4.2 Collections and Cash Applications (a) Collections REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- Accounts 17 separate RS Monthly Electronic Receivable spreadsheets management - Excel file Portfolios (Credit, and sent via Marketing, Accounting email BRS, MDR, Operations Broker, etc.) that segment the A/R balance at month end by aging categories and Invoice size. ATB for Detail list of Receivable Monthly Print Government open items Services Accounts by office for all government accts. Bad Debt Summary of Finance and Monthly Electronic Report all bad debt RS - Excel file write offs by management sent via month, by email D&B / Supplier Confidential F3 - 54 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- channel, by product line (MDP, ADP, Marketing, BRS) and Year to Date. Branch All District Monthly Electronic Delinquency receivables Managers - Excel file over 60 days and RS sent via late by associates email District Manager, AVP, RVP, Region. BRS Product Detail list of Sales Monthly Electronic Cancellation BRS product Finance - Excel file cancellations. sent via email Business Aged Trial GBS Acctng Monthly Electronic Scope ATB Balance Ops - Excel file Totals summarized sent via by aging email buckets for Business Scope. Cancellation Summary Receivable Monthly Electronic summary by format by Services - Excel file month YTD Region(dollars Leaders sent via (RMS and and counts). email Marketing) Core Detail list of Credit Inside Monthly Electronic Accounts open Sales - Excel file Over 60 Days accounts in sent via the Credit email Inside Sales Area with effective date of contract. Credit Summarized Receivable Monthly Electronic Telesales payments by Services - Excel file Receivable DM for Credit Leaders sent via Scorecard Telesales. email Credits Credit Cash Monthly Electronic Balance Application - Excel file Invoices by sent via Days Open. email D&B Express Aged Trial GBS Acctng Monthly Electronic ATB Totals Balance Ops - Excel file D&B / Supplier Confidential F3 - 55 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- summarized sent via by aging email buckets for D&B Express. Daily Cash Daily cash RS mgmt., Daily Electronic Report received Finance - Excel file through sent via various email lockboxes and credit card transactions. Daily Total RS Daily Produced Workflow Collection management in Excel Report prompt and RS with hard inventory by associates copies Associate. distributed Report to includes associates associate total inventory, daily follow up prompts and any prompts that are delinquent in follow up. Daily / Records RS Daily and Electronic Weekly number of management Weekly - Excel file Outbound outbound and RS sent via phone call business associates email report calls made by collectors / hour. Dispute Records of all Receivable Monthly Electronic Detail by disputed Services - Excel file Invoice receivables Leaders sent via needed for email resolution by invoice Dispute Records of all Receivable Monthly Electronic Summary by disputed Services - Excel file Invoice Type receivables Leaders sent via needed for email resolution by D&B / Supplier Confidential F3 - 56 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- invoice type Dispute Records of all Receivable Monthly Electronic Summary by disputed Services - Excel file Region receivables Leaders sent via needed for email resolution by region DSO and Record of RS mgmt. Monthly Electronic Aging Report Sales and Original - Excel file Receivables Data is sent via by month for received email Credit and from Marketing. Accounting Historical Operations. information RS updates back to 1993. this report Receivables to maintain broken out historical into aging record of categories. these Performance metrics. metrics include DSO, DBO, ADD, Percent over 60 and Percent over 90 days. Duns Listing of Trade Monthly Electronic Numbers for unique Duns - Excel file Trade CIS Numbers in sent via (gmc) the GMC CIS email region (to be excluded in Trade process). Duns Listing of Trade Monthly Electronic Numbers for unique Duns - Excel file Trade MDS Numbers in sent via (gmc) the GMC CIS email region (to be excluded in Trade process). Electronic Detail list of Sales Monthly Electronic Licensing open items leaders - Excel file ATB by office for sent via all e-licensing email D&B / Supplier Confidential F3 - 57 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- accts. - ----------------------------------------------------------------------------------------------------- Executive All invoices Receivable Monthly Electronic Review over $25K Services - Excel file over 60 days Leaders sent via in dispute, email with detail of dispute by sales leader. Invoice Totals Detail on Finance Monthly Electronic - - Oneshot Oneshot - Excel file invoice totals sent via used in email portfolio verification Invoice Totals Detail on Finance Monthly Electronic - - RMS RMS invoice - Excel file totals used in sent via portfolio email verification Large Dollar All Credit RS Monthly Electronic over 60 Day receivables management - Excel file Report over $50K sent via over 60 days email and all Marketing receivables over $25K over 60 days. MDR ATB Detail list of MDR Monthly Electronic open items - Excel file by office for sent via all MDR email accts. MDR Y-T-D Bad Debt, MDR-Anne Monthly Electronic Bad Debts Recoveries, - Excel file and sent via Reversals by email Office for MDR. Not Yet Due Not Yet Due Receivable On Request Electronic Invoices Invoices (due Services - Excel file dates are in sent via current email month). Oasis/BRS Cancellations Sales Monthly Electronic Detail and processed Finance - Excel file Summary through sent via Cancellations Oasis and email D&B / Supplier Confidential F3 - 58 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- BRS Over 1 Day Past Due Receivable Monthly Electronic Over 10K Accts- Over 1 Services - Excel file (CREDIT- day old- sent via GMC) Credit email Services GMC Region. Over 1 Day Past Due Receivable Monthly Electronic Over 10K Accts- Over 1 Services - Excel file (MDS-GMC) day old- sent via Marketing email GMC Region. Over 150 Past Due Receivable Monthly Electronic Days Accts- Over Services - Excel file (BRS,BKR,M 150 days old- sent via DR) BRS / MDR / email Broker Over 150 Past Due Receivable Monthly Electronic Days (GMC, Accts- Over Services - Excel file Fed Gov't) 150 days old- sent via (GMC, Fed email Gov't). Over 150 Past Due Finance Monthly Electronic Days Corp CIS Accts- - Excel file Totals-CIS Over 180 sent via days old email Over 150 Past Due Finance Monthly Electronic Days Corp MDS Accts- - Excel file Totals-MDS Over 180 sent via days old email Over 180 Past Due Finance Monthly Electronic Days Corp CIS Accts- - Excel file Totals-CIS Over 180 sent via days old email Over 180 Past Due Finance Monthly Electronic Days Corp MDS Accts- - Excel file Totals-MDS Over 180 sent via days old email Over 190 Past Due Receivable Monthly Electronic Days (CIS- Accts - Over Services - Excel file NON-GMC) 200 days old- sent via Credit email Services RBU's/Inside Sales. Over 190 Past Due Receivable Monthly Electronic Days (MDS- Accts- Over Services - Excel file NON-GMC) 200 days old- sent via D&B / Supplier Confidential F3 - 59 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- Marketing email RBU's/Inside Sales Over 30 Days Past Due Receivable Monthly Electronic Over 20K Accts over 30 Services - Excel file days over sent via 20k (RBU email and Inside Sales). Over 60 Days Past Due Receivable Monthly Electronic over 50K accounts Services - Excel file requiring sent via collection email efforts Personal One-shot Receivable Monthly Electronic Touch Detail invoice aging Services - Excel file detail. sent via email SBS/EXP Tax D&B Tax Dept Monthly Electronic Bad Debts Express- - Excel file Transaction sent via detail of bad email debts with tax broken out by month. SBS/EXP Tax D&B Tax Dept Monthly Electronic Cancellations Express- - Excel file Transaction sent via detail of email cancellations with tax broken Out by month. SBS/EXP Tax D&B Tax Dept Monthly Electronic Recoveries/ Express- - Excel file Reversals Transaction sent via detail of bad email debt recoveries with tax broken Out by month. Scope Tax Business Tax Dept Monthly Electronic Bad Debts Scope - Excel file Transaction sent via Detail of Bad email Debts with D&B / Supplier Confidential F3 - 60 REPORT NAME CONTENT RECIPIENT FREQUENCY FORMAT - ----------------------------------------------------------------------------------------------------- Tax broken Out by Month. Scope Tax Business Tax Dept Monthly Electronic Cancellations Scope - Excel file Transaction sent via detail of email cancellations with tax broken Out by month. Scope Tax Business Tax Dept Monthly Electronic Recoveries/ Scope - Excel file Reversals Transaction sent via detail of bad email debt recoveries with tax broken out by Month. Small Monthly DSO RS Mgmt, Monthly Hard Business and Aging Finance, copies are Monthly results, as BRS, MDR, sent via Performance well as Scope and interoffice Report Performance Express messenger Trends for sales or U.S. BRS, MDR, management mail. Express and Scope. Top 50 Highest $ Finance Monthly Electronic (Credit) Accts Past - Excel file Due -Credit sent via Services. email Top 50 Highest $ Finance Monthly Electronic (Marketing) Accts Past - Excel file Due - sent via Marketing. email Weekly Records daily RS Weekly Electronic Workflow prompts and management - Excel file Report weekly and RS sent via inventory of associates email throughput by associate. Y-T-D Records RS Monthly Electronic workflow monthly management - Excel file Report "percentage and RS sent via of accounts associates email handled" by D&B / Supplier Confidential F3 - 61 REPORT NAME CONTENT FREQUENCY FORMAT - -------------------------------------------------------------------------------------------- associate, based upon weekly workflow activity. (b) Cash Applications REPORT NAME CONTENT FREQUENCY EXISTING/ NEW FORMAT - --------------------------------------------------------------------------------------------------------- ARM Calendar Identifies turns Monthly Existing Print that should run each day. BRS Log of BRS Ad hoc Existing Electronic Cancellation cancellation form Report rejections. BRS Comparison of Monthly Existing Electronic cancellations BRS cancellations & bad debts & bad debts (prior Trend year vs. current year by month). Credit Card Logs credit card Monthly Existing Electronic Decline declines by month. (Database) Report Customer Number of Monthly Existing Electronic Refunds customer refunds by month. Lockbox Lockbox Monthly Existing Electronic Report performance. Manual Credit Log of manual Ad hoc Existing Electronic Card credit card Rejection rejections Report Log of Marketing Ad hoc Existing Electronic Marketing cancel re-bills that Rebill Report GBS billing needs to process. MDS Log of MDS Ad hoc Existing Electronic cancellation cancellation form Report rejections. Performance Cash application Monthly Existing Electronic Report performance. Rejection Log of refund form Ad hoc Existing Electronic Report rejections. Unapplied Unapplied credits Monthly Existing Electronic Summary stats. Unapplied 5 yr comparison of Monthly Existing Electronic D&B / Supplier Confidential F3 - 62 REPORT NAME CONTENT FREQUENCY EXISTING/ NEW FORMAT - --------------------------------------------------------------------------------------------------------- trend report unapplied credits. Warehouse List of lockbox Ongoing Existing Electronic Report items sent to warehouse. D&B / Supplier Confidential F3 - 63 SCHEDULE G OTHER COUNTRY LOCATIONS Attached to this Schedule G as Exhibits G-1 and G-2 are the agreed form of Local Country Agreement for Canada and for Europe respectively. EXHIBITS G-1 Canada Services Agreement G-2 Europe Services Agreement D&B / IBM Confidential EXHIBIT G-1 CANADA SERVICES AGREEMENT This CANADA SERVICES AGREEMENT is entered into and agreed to have been effective as of October 15, 2004, (the "Canada Services Agreement Effective Date"), by and between: The D&B Companies of Canada Ltd. (the "D&B Party"), a company incorporated in Canada whose registered office is at 5770 Hurontario Street, Mississauga, Ontario, Canada L5R 3G5; and IBM Canada Ltd (the "IBM Party"), a company incorporated in Canada whose registered office is at 3600 Steele Avenue East, Markham, Ontario, Canada L3R9Z7. WHEREAS, The Dun & Bradstreet Corporation ("D&B") and IBM Corporation ("IBM") are parties to a Business Process Outsourcing Agreement (the "Master Agreement"), dated October 15, 2004, pursuant to which Affiliates of D&B may acquire the Services (such term, and all other terms used with initial capitalisation and not otherwise defined herein, shall have the meaning as defined in the Master Agreement) from Affiliates of IBM; WHEREAS, The Master Agreement contemplates that, in relation to each of Canada and Europe, the Affiliate of D&B acquiring Services and the Affiliate of IBM furnishing Services pursuant to the Master Agreement will execute a separate agreement by which they subscribe to the terms of, and join in, the Master Agreement; WHEREAS, The D&B Party and the IBM Party intend that the IBM Party will provide Services to the D&B Party in Canada pursuant to this Canada Services Agreement; WHEREAS, The D&B Party is an Affiliate of D&B and the IBM Party is an Affiliate of IBM; WHEREAS, the D&B Party desires to obtain Services from the IBM Party, NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valid consideration, the parties intending to be legally bound, with effect from the Canada Services Agreement Effective Date, agree as follows: 1. GENERAL 1.1 SERVICES The IBM Party hereby agrees to provide the Services described in the Master Agreement to the D&B Party in respect of those Canadian locations and for those Services more particularly set forth in the Master Agreement on the same terms and conditions including the Performance Standards and Service Levels as set forth in the Master Agreement and including all of the Schedules to the Master Agreement ("Terms and Conditions") except as the Terms and Conditions may be modified by the provisions of this Canada Services Agreement to the extent permitted by Section 3.8 of the Master Agreement. G-1-1 D&B / IBM Confidential 1.2 MASTER AGREEMENT. This Canada Services Agreement is intended to, and shall, constitute a Local Services Agreement under the Master Agreement. By entering this Canada Services Agreement, the D&B Party and the IBM Party hereby accept the Terms and Conditions of the Master Agreement, save as set out at Section 1.4. In the event of a conflict between this Canada Services Agreement and the Master Agreement, the terms and conditions of this Canada Services Agreement shall govern in relation to its scope (i.e. the jurisdiction of the Services) and otherwise the Terms and Conditions of the Master Agreement shall prevail. Any amendment or modification of the Master Agreement shall be deemed to govern this Canada Services Agreement without the necessity of further action by either party. 1.3 APPROVAL BY PARTIES' PROJECT EXECUTIVES. Neither this Canada Services Agreement nor any amendment hereto shall be valid until approved by both the D&B Global Project Executive and the IBM Project Executive (as evidenced by the appropriate signature below). 1.4 CHANGES TO THE MASTER AGREEMENT. The -changes set out in this Section 1.4 shall be made to the Master Agreement when applicable to the Services provided under this Canada Services Agreement: (a) except where the context otherwise requires, all references in the Master Agreement to "this Agreement" or "the Agreement" shall be to the Master Agreement as modified and adopted by the parties pursuant to this Canada Services Agreement in relation to the Services provided hereunder; (b) except where the context otherwise requires, all references to IBM and to D&B in the Master Agreement shall, in relation to the Services provided hereunder, be to the IBM Party and the D&B Party, respectively, as identified in this Canada Services Agreement; (c) references to Sections contained within the Master Agreement shall be understood as referring to the corresponding provision of the Master Agreement as adopted by this Canada Services Agreement and not to the Section of that number in the body of this Canada Services Agreement; (d) the IBM Party will provide the Services under this Canada Services Agreement from the Canada Services Agreement Effective Date or, if later, such date or dates as shall be agreed between the IBM and D&B and set forth in Exhibit A-7-(Transition and Transformation) to the Master Agreement and/or the Transition Plan attached thereto; G-1-2 D&B / IBM Confidential (e) Section 23 of the Master Agreement shall operate, in relation to this Canada Services Agreement, as set out in Section 3 below; and (f) The provisions of Sections 24.2; 24.3; 24.4 and 24.5 of the Master Agreement are not adopted by and shall not apply in relation to this Canada Services Agreement. (g) In addition to each of our obligations under any existing agreements, the following provisions shall apply in the event that one of us makes Personal Data available to the other: "Personal Data" refers to information relating to an identified or identifiable individual made available by one of us, its personnel or any other individual to the other in connection with an agreement between us. 1. General a) Each of us is responsible for complying with any obligations applying respectively to each of us under applicable Canadian data privacy laws and regulations ("Laws"). b) Neither of us will request Personal Data beyond what is necessary to fulfill the purpose(s) for which it is requested. The purpose(s) for requesting Personal Data shall be reasonable. Each of us will agree in advance as to the type of Personal Data which is required to be made available. 2. Security Safeguards a) Each of us acknowledges that it is solely responsible for determining and communicating to the other the appropriate technological, physical and organizational security measures required to protect Personal Data. b) Each of us will ensure that Personal Data is protected in accordance with the security safeguards communicated by the other. c) Each of us will ensure that any third party to whom Personal Data is transferred is bound by the applicable terms of these provisions. 3. Use a) Each of us agrees that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfill the purpose(s) for which it was made available. 4. Access Requests a) Each of us agrees to reasonably cooperate with the other in connection with access requests for Personal Data. G-1-3 D&B / IBM Confidential b) Each of us agrees to reimburse the other for any reasonable charges incurred in providing each other assistance. c) Each of us agrees to amend Personal Data only upon receiving instructions to do so from the other party, its personnel or any other individual. 5. Retention a. Each of us will promptly return to the other or destroy all Personal Data which is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by the other, its personnel or any other individual or required by law. 1.5 APPLICABLE LANGUAGE. The language of this Canada Services Agreement is English and all notices given under this Canada Services Agreement must be in English to be effective. No translation, if any, of this Canada Services Agreement or any notice will be of any effect in the interpretation of this Canada Services Agreement or in determining the intent of the parties. The parties have expressly agreed that this Canada Services Agreement and all invoices and related documents be drafted in English. Les parties ont expressement exige que cette convention ainsi que tout autre avis et documents afferents soient rediges en langue anglaise seulement. 1.6 NO THIRD PARTY BENEFICIARIES. Nothing in this Canada Services Agreement shall be deemed to grant any rights or benefits to any person other than the parties, their respective successors in title or permitted assignees, or entitle any third party to enforce any provision hereof and the parties do not intend that any term of this Canada Services Agreement should be enforceable by a third party. 2. INVOICING AND PAYMENT 2.1 INVOICING. For Services provided under this Canada Services Agreement, the IBM Party shall send invoices, in Canadian dollars based on the pricing tables set forth in Exhibit C-2 (Pricing Tables) to the Master Agreement to the D&B Party, in accordance with the invoicing requirements of Schedule C (Charges) to the Master Agreement, at the following address: Doug Freeman Customer Operations Leader The D&B Companies of Canada Ltd. 5770 Hurontario Street Mississauga, Ontario, Canada L5R 3G5 G-1-4 D&B / IBM Confidential 2.2 PAYMENT. The D&B Party shall remit payment for invoices to the IBM Party, in accordance with the payment provisions of Schedule C (Charges) to the Master Agreement, at the IBM Party's address set forth on the invoice. 3. TERMINATION The D&B Party and the IBM Party acknowledge and agree that this Canada Services Agreement may be terminated as described in Section 23 of the Master Agreement, subject to the restrictions set out within those provisions. The parties to this Canada Services Agreement agree that, in certain cases set out within those Sections, termination of all or part of the Master Agreement may result in a party to this Canada Services Agreement terminating this Canada Services Agreement in accordance with the provisions set out within Section 23 of the Master Agreement. 4. DISPUTE RESOLUTION 4.1 DISPUTE RESOLUTION PROCESS. (a) Any complaints, problems or disputes relating to the provision of the Services, the interpretation of this Canada Services Agreement or otherwise shall first be handled in accordance with the process set out at Section 22.1 (Dispute Resolution Process) of the Master Agreement. (b) The venue for any settlement proceedings which are requested by the parties under the ICC ADR Rules shall, unless the settlement proceedings are consolidated as described in Section 4.2, be Toronto, Ontario, Canada or such other place as the parties shall agree. (c) Nothing in this Canada Services Agreement shall prevent any party seeking, obtaining or implementing interim or conservatory measures or other immediate relief in respect of any dispute or referring any matter relating to this Canada Services Agreement to any competent governmental agency, commission, court or other authority having jurisdiction over either signatory party with a request that it make a determination or take other appropriate steps for its resolution. 4.2 CONSOLIDATION OF DISPUTES. In the event that D&B or IBM elects pursuant to, and in accordance with, Section 22 of the Master Agreement to consolidate a dispute arising under this Canada Services Agreement with a dispute arising under the Master Agreement, the D&B Party and the IBM Party shall assign and transfer to D&B or IBM (as applicable) the relevant cause of action, claim or proceeding (whether arising in contract, tort, negligence, misrepresentation or breach of statutory duty) under or in connection with G-1-5 D&B / IBM Confidential this Canada Services Agreement so that D&B or IBM will be able to bring such action, claim or proceedings on behalf of the D&B Party or the IBM Party as applicable. The D&B Party and the IBM Party hereby appoint D&B or IBM (as applicable) as agents to bring such actions, claims or proceedings and agree to do all such further acts or things and to execute all such deeds and other documents as may be required to perfect such assignment and transfer and/or to exercise such rights as described in this Section 4.2. 5. SERVICE OF PROCESS The D&B Party and the IBM Party hereby appoint D&B and IBM as their respective agents for service of process. G-1-6 D&B / IBM Confidential 6. HUMAN RESOURCES Provisions regarding the Transfer of Affected Employees to the IBM Party are set forth in Schedule E (Human Resources). 7. NOTICE All notices under this Canada Services Agreement pursuant to Section 25.19 of the Master Agreement shall be made between the D&B Party and the IBM Party at the following addresses: IN THE CASE OF THE D&B PARTY: IN THE CASE OF THE IBM PARTY: The D&B Companies of Canada Ltd. IBM Canada Ltd 5770 Hurontario Street 10 York Mills Road Mississauga, ON L5R 3G5 Suite 400 Canada Toronto, Canada M2P267 Attn.: Doug Freeman Attn.: BPO Delivery Executive Facsimile.: +1.800.668.7800 facsimile: WITH A COPY TO: WITH A COPY TO: Dun & Bradstreet, Inc. IBM Florham Park 103 JFK Parkway 400 Campus Drive Short Hills, NJ, USA Florham Park NJ 07932 Attn.: Gary Michel Attn.: D&B Project Executive Facsimile.: +1.866.491.4948 facsimile: 973-514-4159 IN WITNESS WHEREOF, the parties hereto have caused this Canada Services Agreement to be executed on its behalf by its officers or representatives thereunto duly authorised, as of the date above written. The D&B Companies of Canada Ltd. IBM CANADA LTD (IBM PARTY) (D&B PARTY) BY: ________________________________ BY: _______________________________ NAME: ______________________________ NAME: Lynn Belo TITLE: _____________________________ TITLE: CFO Business Consulting Services APPROVED BY D&B GLOBAL PROJECT EXECUTIVE APPROVED BY IBM PROJECT EXECUTIVE ON ON BEHALF OF DUN & BRADSTREET, INC. BEHALF OF IBM CORPORATION BY: ________________________________ BY: ________________________________ G-1-7 D&B / IBM Confidential NAME: ______________________________ Name: ______________________________ DATE: ______________________________ DATE: ______________________________ G-1-8 D&B / IBM Confidential EXHIBIT G-2 EUROPE SERVICES AGREEMENT This EUROPE SERVICES AGREEMENT is entered into and agreed to have been effective as of October 15, 2004, (the "Europe Services Agreement Effective Date"), by and between: D & B Europe Limited (the "D&B Party"), a company incorporated in the United Kingdom whose registered office is at 50-100 Holmers Farm Way, High Wycombe, Bucks, United Kingdom HP12 4UL; and IBM United Kingdom Limited (the "IBM Party"), a company incorporated in the United Kingdom whose registered office is at PO Box 41, North Harbour, Portsmouth, Hampshire, United Kingdom, PO6 3AU. WHEREAS, The Dun & Bradstreet Corporation ("D&B") and IBM Corporation ("IBM") are parties to a Business Process Outsourcing Agreement (the "Master Agreement"), dated October 15, 2004, pursuant to which Affiliates of D&B may acquire the Services (such term, and all other terms used with initial capitalisation and not otherwise defined herein, shall have the meaning as defined in the Master Agreement) from Affiliates of IBM; WHEREAS, The Master Agreement contemplates that, in relation to each of Canada and Europe, the Affiliate of D&B acquiring Services and the Affiliate of IBM furnishing Services pursuant to the Master Agreement will execute a separate agreement by which they subscribe to the terms of, and join in, the Master Agreement; WHEREAS, The D&B Party and the IBM Party intend that the IBM Party will provide Services to the D&B Party in the United Kingdom pursuant to this Europe Services Agreement; WHEREAS, The D&B Party and the IBM Party intend through this Europe Services Agreement to provide a mechanism by which their respective Affiliates in Italy, the Netherlands, Belgium, and other European countries may elect to also subscribe to and join in the Master Agreement as more fully described in Section 1.1(c). WHEREAS, The D&B Party is an Affiliate of D&B and the IBM Party is an Affiliate of IBM; WHEREAS, the D&B Party desires to obtain Services from the IBM Party, NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valid consideration, the parties intending to be legally bound, with effect from the Europe Services Agreement Effective Date, agree as follows: 1. GENERAL 1.1 SERVICES (a) The IBM Party hereby agrees to provide the Services described in the Master Agreement to the D&B Party in respect of those European locations and for those Services more particularly set forth in the Master Agreement on the same terms and conditions, including the Performance G2-1 D&B / IBM Confidential Standards and Service Levels, as set forth in the Master Agreement and including all of the Schedules to the Master Agreement ("Terms and Conditions") except as the Terms and Conditions may be modified by the provisions of this Europe Services Agreement, but only to the extent permitted by Section 3.8 of the Master Agreement. (b) The implementation of Services in the United Kingdom shall commence on the UK Services Effective Date. For the purposes of this Europe Services Agreement, "UK Services Effective Date" means, in relation to the United Kingdom, the date upon which D&B confirms in writing to IBM that any applicable legal pre-conditions in relation to the transfer of UK ARD Affected Employees have been satisfied. (c) The Services may be implemented in Italy, the Netherlands, Belgium, and other European Countries through the applicable Affiliates of IBM and D&B entering into by the an agreement by which such parties would subscribe to the terms of and join in the Master Services Agreement via this Europe Services Agreement in the applicable country, subject to changes required to conform to local law and custom, and such other changes as are mutually agreed by such parties (in each case, an "Adoption Agreement"). 1.2 MASTER AGREEMENT. This Europe Services Agreement is intended to, and shall, constitute a Local Services Agreement under the Master Agreement. By entering this Europe Services Agreement, the D&B Party and the IBM Party hereby accept the Terms and Conditions of the Master Agreement, save as set out at Sections 1.4 and 1.5 below, to the extent that they are applicable to the provision of the Services under this Europe Services Agreement. In the event of a conflict between this Europe Services Agreement and the Master Agreement, the terms and conditions of this Europe Services Agreement shall govern in relation to its scope (i.e. the jurisdiction of the Services) and otherwise the Terms and Conditions of the Master Agreement shall prevail. Any amendment or modification of the Master Agreement shall be deemed to govern this Europe Services Agreement without the necessity of further action by either party. 1.3 APPROVAL BY PARTIES' PROJECT EXECUTIVES. Neither this Europe Services Agreement nor any amendment hereto shall be valid until approved by both the D&B Global Project Executive and the IBM Project Executive (as evidenced by the appropriate signature below). 1.4 CHANGES TO THE MASTER AGREEMENT. The changes set out in this Section 1.4 and, in respect of data privacy and data protection, Section 1.5 shall be made to the Master Agreement when applicable to Services provided under this Europe Services Agreement: G2-2 D&B / IBM Confidential (a) Except where the context otherwise requires, all references in the Master Agreement to "this Agreement" or "the Agreement" shall be to the Master Agreement as modified and adopted by the parties pursuant to this Europe Services Agreement in relation to the Services provided hereunder; (b) Except where the context otherwise requires, all references to IBM and to D&B in the Master Agreement shall be, in relation to the Services provided hereunder, to the IBM Party and the D&B Party, respectively, as identified in this Europe Services Agreement; (c) References to Sections contained within the Master Agreement shall be understood as referring to the corresponding provision of the Master Agreement as adopted by this Europe Services Agreement and not to the Section of that number in the body of this Europe Services Agreement; (d) The IBM Party will provide the Services under this Europe Services Agreement in the United Kingdom from the UK Services Effective Date, or, if later, such Service(s) Commencement Date(s) as shall be agreed between the IBM and D&B and set forth in Exhibit A-7 (Transition and Transformation) to the Master Agreement and/or the Transition Plan attached thereto; (e) Section 23 of the Master Agreement shall operate, in relation to this Europe Services Agreement, as set out in Section 3 below; (f) Nothing in this Europe Services Agreement shall be deemed to grant any rights or benefits to any person other than the parties, their respective successors in title or permitted assignees, or entitle any third party to enforce any provision hereof and the parties do not intend that any term of this Europe Services Agreement should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999; and (g) The provisions of Sections 24.2; 24.3; 24.4 and 24.5 of the Master Agreement are not adopted by and shall not apply in relation to this Europe Services Agreement. G2-3 D&B / IBM Confidential 1.5 DATA PRIVACY AND DATA PROTECTION LAWS Schedule H (Data Privacy and Data Protection Laws) to the Master Agreement sets out terms and conditions governing data privacy and data protection. Capitalized terms not defined in this Section 1.5 shall have the meaning given them in Schedule H (Data Privacy and Data Protection Laws) or elsewhere in the Master Agreement. References to Sections in the remainder of this Section 1.5 are to Sections of Schedule H (Data Privacy and Data Protection Laws). As adopted by and in relation to this Europe Services Agreement, the Master Agreement shall be amended as follows: (a) At Section 2.1, the definition of "Do Not Call Legislation" shall be extended to include the Privacy and Electronic Communications (EC Directive) Regulations 2003. (b) Pursuant to Section 4.6, the IBM Party acknowledges that the applicable legislation implementing article 17 of Directive 95/46/EC with which it must comply is the "Seventh Data Protection Principle" in the United Kingdom's Data Protection Act 1998 ("DPA"). (c) In accordance with the specific requirements of the DPA, Section 4.7(a)(i) shall not apply where the personal data transfer is required by any regulation or is necessary to implement a contract with the data subject or where the data refer to companies or partnerships, and more generally if the transfer of personal data falls within Schedule 4 of the DPA. (d) In addition to the provisions of Section 5.3, IBM shall, in performing the Services, comply in the United Kingdom with the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice)(Interception of Communications) Regulations 2000 and the Privacy and Electronic Communications (EC Directive) Regulations 2003. 2. INVOICING AND PAYMENT 2.1 INVOICING. For Services provided under this Europe Services Agreement, the IBM Party shall send invoices, in Euros based on the pricing tables set forth in Exhibit C-2 (Pricing Tables) to the Master Agreement to the D&B Party, in accordance with invoicing requirements of Schedule C (Charges) to the Master Agreement, at the following address: Mark Stanton CFO - Europe G2-4 D&B / IBM Confidential D & B Europe Limited 50-100 Holmers Farm Way High Wycombe, Bucks United Kingdom HP12 4UL 2.2 PAYMENT. The D&B Party shall remit payment for invoices to the IBM Party, in accordance with the payment provisions of Schedule C (Charges) to the Master Agreement, at the IBM Party's address set forth on the invoice. 3. TERMINATION The D&B Party and the IBM Party acknowledge and agree that this Europe Services Agreement may be terminated as described in Section 23 of the Master Agreement, subject to the restrictions set out within those provisions. The parties to this Europe Services Agreement agree that, in certain cases set out within those Sections, termination of all or part of the Master Agreement may result in a party to this Europe Services Agreement terminating this Europe Services Agreement in accordance with the provisions set out within Section 23 of the Master Agreement. 4. DISPUTE RESOLUTION 4.1 DISPUTE RESOLUTION PROCESS. (a) Any complaints, problems or disputes relating to the provision of the Services, the interpretation of this Europe Services Agreement or otherwise shall first be handled in accordance with the process set out at Section 22.1 (Dispute Resolution Process) of the Master Agreement. (b) The venue for any settlement proceedings which are requested by the parties under the ICC ADR Rules shall, unless the settlement proceedings are consolidated as described in Section 4.2, be London or such other place as the parties shall agree. (c) Nothing in this Europe Services Agreement shall prevent any party seeking, obtaining or implementing interim or conservatory measures or other immediate relief in respect of any dispute or referring any matter relating to this Europe Services Agreement to any competent governmental agency, commission, court or other authority having jurisdiction over either signatory party with a request that it make a determination or take other appropriate steps for its resolution. G2-5 D&B / IBM Confidential 4.2 CONSOLIDATION OF DISPUTES. In the event that D&B or IBM elects pursuant to, and in accordance with, Section 22.2 of the Master Agreement to consolidate a dispute arising under this Europe Services Agreement with a dispute arising under the Master Agreement, the D&B Party and the IBM Party shall assign and transfer to D&B or IBM (as applicable) the relevant cause of action, claim or proceeding (whether arising in contract, tort, negligence, misrepresentation or breach of statutory duty) under or in connection with this Europe Services Agreement so that D&B or IBM will be able to bring such action, claim or proceeding on behalf of the D&B Party or the IBM Party as applicable. The D&B Party and the IBM Party hereby appoint D&B or IBM (as applicable) as agents to bring such actions, claims or proceedings and agree to do all such further acts or things and to execute all such deeds and other documents as may be required to perfect such assignment and transfer and/or to exercise such rights as described in this Section 4.2. 5. SERVICE OF PROCESS The D&B Party and the IBM Party hereby appoint D&B and IBM as their respective agents for service of process. 6. HUMAN RESOURCES 6.1 GENERAL AND DEFINITIONS This Section 6 sets out the terms and conditions governing the transfer of employment of ARD Affected Employees from the relevant D&B Affiliate to the relevant IBM Affiliate. Capitalized terms in this Section 6 shall have the meanings given in Schedule E (Human Resources). Attachment G-2-1 (United Kingdom Affected Employees) identifies the Affected Employees in the United Kingdom. 6.2 TRANSFER OF EMPLOYMENT. (a) * (i) * (ii) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-6 D&B / IBM Confidential * (iii) * (b) * (c) * (d) * 6.3 PENSIONS AND RELATED BENEFITS * (a) * (i) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-7 D&B / IBM Confidential (ii) * (iii) * (b) * 6.4 ARD AFFECTED EMPLOYEE INFORMATION * (a) * (b) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-8 D&B / IBM Confidential * 6.5 RESPONSIBILITY FOR SEVERANCE/REDUNDANCY PAYMENTS * 6.6 BENEFITS * (a) * (b) * (i) * (ii) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-9 D&B / IBM Confidential * (iii) * (iv) * (v) * (vi) * (vii) * (c) * (d) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-10 D&B / IBM Confidential * (e) * (i) * (ii) * (iii) * (iv) * (v) * 1) * 2) * (f) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-11 D&B / IBM Confidential * (g) * 6.7 INDEMNITIES ON TRANSFER (a) * (b) * (i) * (ii) * (c) * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-12 D&B / IBM Confidential 6.8 NON-ARD AFFECTED EMPLOYEES * 7. APPLICABLE LANGUAGE The language of this Europe Services Agreement is English and all notices given under this Europe Services Agreement must be in English to be effective. No translation, if any, of this Europe Services Agreement or any notice will be of any effect in the interpretation of this Europe Services Agreement or in determining the intent of the parties. The parties have expressly agreed that this Europe Services Agreement and all related documents be drafted in English. D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-13 D&B / IBM Confidential 8. NOTICE All notices under this Europe Services Agreement pursuant to Section 25.19 of the of the Terms and Conditions shall be made between the D&B Party and the IBM Party at the following addresses: IN THE CASE OF THE D&B PARTY: IN THE CASE OF THE IBM PARTY: D & B Europe Limited IBM Florham Park 50-100 Holmers Farm Way 400 Campus Drive High Wycombe, Bucks Florham Park, NJ 07932 United Kingdom Attn.: D&B Project Executive HP12 4UL Facsimile: 973-514-4159 Attn.: Mark Stanton Facsimile.: ___________ WITH A COPY TO: WITH A COPY TO: Dun & Bradstreet, Inc. IBM United Kingdom Limited 103 JFK Parkway PO Box 41, Short Hills, NJ, USA North Harbour, Portsmouth, Attn.: Gary Michel Hants, UK PO63AU Facsimile.: +1.866.491.4948 Attn.: D&B IBM Project Executive facsimile: IN WITNESS WHEREOF, the parties hereto have caused this Europe Services Agreement to be executed on its behalf by its officers or representatives thereunto duly authorised, as of the date above written. D & B Europe Limited (D&B PARTY) IBM UNITED KINGDOM LIMITED (IBM PARTY) BY: ________________________________ BY: _______________________________ NAME: Gary S. Michel NAME: David Dockray TITLE: Vice President, Re-Engineering TITLE: Managing Partner, IBM Business Consulting Services, EMEA APPROVED BY D&B GLOBAL PROJECT EXECUTIVE APPROVED BY IBM PROJECT EXECUTIVE ON BEHALF OF DUN & BRADSTREET, INC. ON BEHALF OF IBM CORPORATION BY: ________________________________ BY: ________________________________ NAME: Mark Samuels NAME: ______________________________ DATE: 15 October 2004 DATE: ______________________________ G2-14 D&B / IBM Confidential G2-15 D&B / IBM Confidential ATTACHMENT G-2-1 UNITED KINGDOM AFFECTED EMPLOYEES FUNCTION LOCATION FTE ASSOCIATE NAME - ----------------------------------------------------------------------------------------------- * * * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. G2-16 D&B / IBM Confidential SCHEDULE H DATA PRIVACY AND DATA PROTECTION LAWS TABLE OF CONTENTS 1. INTRODUCTION........................................................ 3 2. DEFINITIONS......................................................... 3 2.1 Certain Definitions.............................................. 3 2.2 Other Definitions................................................ 4 3. NORTH AMERICAN DATA PRIVACY LAWS.................................... 5 3.1 Personally Identifiable Information.............................. 5 3.2 Personal Information Protection and Electronic Documents Act..... 5 4. EUROPEAN UNION DATA PROTECTION LAWS................................. 5 4.1 Compliance with EU Data Protection Legislation................... 5 4.2 The Parties' Roles............................................... 6 4.3 IBM's Obligations................................................ 6 4.4 Restrictions on use of personal data............................. 7 4.5 Other IBM Obligations............................................ 7 4.6 Article 17 of the Directive...................................... 8 4.7 Offshore Processing.............................................. 9 5. DO NOT CALL AND OTHER LEGISLATION................................... 10 5.1 Compliance with Do Not Call Legislation.......................... 10 5.2 Compliance with Do Not Call Policies............................. 10 5.3 Other relevant legislation....................................... 11 D&B / IBM Confidential H-1 EXHIBITS H-1 Offshore Processing H-2 Qualifications to the Standard Contractual Clauses H-3 Model Contract D&B / IBM Confidential H-2 SCHEDULE H DATA PRIVACY AND DATA PROTECTION LAWS 1. INTRODUCTION This Schedule H sets out terms and conditions governing data privacy and data protection, and compliance by the Parties with applicable legislation and regulation, as the same relates to the performance of the Services by IBM. If, during the Term, a change is made to any of the laws referred to in this Schedule H, or a new law is implemented which affects any of the matters referred to in this Schedule H, IBM shall comply with such changed or new law in accordance with the provisions of Section 24.1 (Compliance with Laws and Regulations, Generally) of the Agreement. 2. DEFINITIONS 2.1 CERTAIN DEFINITIONS. As used in this Schedule H, the following terms shall have the meanings given them below. (a) "D&B Personal Data" means personal data that is processed by or on behalf of IBM in performing the Services, including personal data relating to employees and customers of D&B and/or which is made available directly or indirectly to IBM by D&B or D&B Affiliates in connection with the performance of the Services. (b) "Data Importer" shall have the meaning provided in Section 4.7(a)(i). (c) "Data Exporter" shall have the meaning provided in Section 4.7(a)(i). (d) "Directive" means Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data. (e) "Do Not Call Legislation" means, in the United States of America, the Federal Trade Commission and Federal Communications Commission's regulations regarding the National Do Not Call List; in the European Union, Directive 02/58/EC of the European Parliament and of the Council on privacy and electronic communications and any applicable member state legislation implementing Directive 02/58/EC; and any similar or equivalent legislation in any applicable jurisdiction, including in connection with any D&B / IBM Confidential H-3 form of direct marketing contact including fax, e-mail and postal mail. (f) "EEA" shall mean the European Economic Area (i.e., at the Effective Date, the European Union member states together with Iceland, Liechtenstein and Norway). (g) "EU Data Protection Legislation" shall mean the Directive and any applicable member state legislation implementing the Directive. (h) "Model Contract" shall mean a contract in the form of the Standard Contractual Clauses, with the qualifications specified in Exhibit H-2 (Qualifications to the Standard Contractual Clauses). (i) "Personally Identifiable Information" shall mean any information that, alone or in combination with other information, relates to a specific, identifiable individual person. Personally Identifiable Information includes individual names, social security numbers, telephone numbers, home addresses, drivers' license numbers, account numbers, email addresses, and vehicle registration numbers. Any information that can be associated with Personally Identifiable Information shall also be Personally Identifiable Information. For example, an individual's age alone is not Personally Identifiable Information, but if such age were capable of being associated with one or more specific identifiable individuals then such age would be deemed Personally Identifiable Information. (j) "PIPEDA" means Canada's Personal Information Protection and Electronic Documents Act, 2000. (k) "Standard Contractual Clauses" shall mean the standard contractual clauses set out in the annex to Decision 2002/16/EC of the European Commission dated 17 December 2001 for the transfer of personal data to processors established in third countries outside of the EEA. The standard contractual clauses are set forth in Exhibit H3 (Model Contract). 2.2 OTHER DEFINITIONS. Capitalized terms not defined in this Schedule H shall have the meaning given them elsewhere in the Agreement. In addition, the following non-capitalized terms used in this Schedule H shall have the meanings given to those terms in the Directive: "controller"; "data subject"; "personal data"; "processing" (and "processed" shall be construed accordingly); and "processor". D&B / IBM Confidential H-4 3. NORTH AMERICAN DATA PRIVACY LAWS 3.1 PERSONALLY IDENTIFIABLE INFORMATION. IBM shall perform its obligations in a manner that complies with all applicable national, federal, state, provincial or local laws, regulations, ordinances and codes, including any laws governing the collection of Personally Identifiable Information, use of telephony devices (e.g., telephone, fax), or relating to calling consumers and the privacy of information (including identifying and procuring required permits, certificates, approvals and inspections). In addition: (a) IBM may only use D&B Data that contains Personally Identifiable Information as strictly necessary to render the Services and must restrict access to such information to IBM Personnel on a strict need-to-know basis; and (b) when accessing or handling any D&B Data that contains Personally Identifiable Information, IBM will comply with all reasonable policies of D&B that have been disclosed to IBM relating to the use and disclosure of such information. 3.2 PERSONAL INFORMATION PROTECTION AND ELECTRONIC DOCUMENTS ACT. To the extent that, as part of the Services, IBM handles Inbound or Outbound Contacts involving Entities located in Canada or otherwise collects personal information protected by PIPEDA, IBM and D&B hereby agree that both Parties shall comply, and shall support the other Party in complying, with all relevant provisions of PIPEDA. To that end, both Parties hereby declare their commitment to adhering to the privacy principles contained in PIPEDA. In the event that either Party is the subject of a complaint and/or investigation issued or conducted by the Office of the Canadian Privacy Commissioner (or any corresponding provincial office), the other Party shall employ Commercially Reasonable Efforts in cooperating with such Party in preparing its official responses and in responding to requests issued by the Office of the Canadian Privacy Commissioner (or any corresponding provincial office). 4. EUROPEAN UNION DATA PROTECTION LAWS 4.1 COMPLIANCE WITH EU DATA PROTECTION LEGISLATION. IBM and D&B hereby agree that both Parties shall comply, and shall support the other Party in complying, with all relevant EU Data Protection Legislation. In addition: (a) IBM and D&B are each responsible for complying with their respective obligations under EU Data Protection Legislation including any specific requirements of applicable local implementing legislation which shall include any requirements set out in Exhibit G-2 (Europe Local Country Agreement); D&B / IBM Confidential H-5 (b) neither IBM nor D&B shall do anything that puts the other in breach of its obligations under EU Data Protection Legislation; and (c) nothing in the Agreement shall prevent IBM or D&B from taking the steps it deems necessary to comply with EU Data Protection Legislation. The Parties shall each employ Commercially Reasonable Efforts to co-operate with any requests received from relevant EU privacy or information commissioners (or any corresponding government offices or agencies) relating to the processing of personal data by or on behalf of IBM under the Agreement, including providing copies of executed Model Contracts, where requested. 4.2 THE PARTIES' ROLES. The Parties acknowledge that: (a) D&B is solely responsible for determining the purposes for which and the manner in which D&B Personal Data are, or are to be, processed under the Agreement; (b) IBM shall only process D&B Personal Data in accordance with written instructions given by D&B, including as set out in set out in Exhibit G-2 (Europe Local Country Agreement) and elsewhere in the Agreement; and (c) D&B shall be the controller and IBM shall be the processor in respect of all D&B Personal Data. 4.3 IBM'S OBLIGATIONS. In a manner that conforms to any time-scales set out in applicable EU Data Protection Legislation (to the extent that it is reasonably practicable to conform to such time-scales in view of the time when the request was made or when any information reasonably required to be provided by D&B to meet the request was actually provided and, in any event, as soon as is reasonably practicable), IBM shall, and shall procure that all Approved Subcontractors shall, comply with any written request by D&B to: (a) correct or delete inaccurate D&B Personal Data; (b) provide a copy of the D&B Personal Data relating to any data subject that is stored in any form of retrieval or storage facilities in the possession or control of IBM; (c) provide information about IBM's or its Approved Subcontractors' processing of D&B Personal Data; (d) assist in respect of any request or notice, or any anticipated request or notice, by or on behalf of any data subject in D&B / IBM Confidential H-6 respect of D&B Personal Data as reasonably required to allow D&B to comply with the EU Data Protection Legislation; and (e) otherwise provide reasonable assistance to D&B as necessary to allow D&B to comply with EU Data Protection Legislation. 4.4 RESTRICTIONS ON USE OF PERSONAL DATA. All D&B Personal Data shall remain the property of D&B (which may be withheld or withdrawn by D&B at its sole discretion). IBM shall not, without D&B's prior written authorization: (a) use, or permit the use of, D&B Personal Data for IBM's or its Approved Subcontractors' own purposes, including marketing purposes; (b) transfer, disclose, assign, sell, lease or otherwise permit to be transferred, disclosed, assigned, sold or leased, any D&B Personal Data to third parties; (c) transfer, or permit to be transferred, any D&B Personal Data across any country's border except: (i) to countries or territories within the EEA; or (ii) to those countries or territories (and for processing of D&B Personal Data as) specified in Exhibit H-1 (Offshore Processing) (as amended from time to time by agreement of the Parties in accordance with the Change Management Process) and then only as permitted by, and in accordance with, Section 4.7; or (d) carry out, or permit to be carried out, the processing by automatic means of any D&B Personal Data for the purpose of evaluating matters about a data subject that constitutes the sole basis for any decision that significantly affects such data subject. 4.5 OTHER IBM OBLIGATIONS. IBM shall, and shall procure that all of its Approved Subcontractors shall: (a) promptly notify D&B in writing if any complaints are received about the processing of D&B Personal Data from third parties (including data subjects) and IBM shall, and shall procure that its Approved Subcontractors shall, not make any admissions or take any action which may be prejudicial to the defense or settlement of any such complaint and provide to D&B such reasonable assistance D&B / IBM Confidential H-7 as D&B may require in connection with such complaint; and (b) in the event that IBM and/or its Approved Subcontractors acquire, on behalf of D&B, any personal data from data subjects as part of the Services, IBM and IBM's Approved Subcontractors shall, prior to such acquisition, give such individuals a data protection notice describing the intended use of such personal data and with the purpose of obtaining consent to such intended use in compliance with applicable EU Data Protection Legislation, in a form provided by D&B. 4.6 ARTICLE 17 OF THE DIRECTIVE. IBM acknowledges that, in respect of D&B Personal Data, it is obliged to comply with article 17 of the Directive, and any applicable legislation implementing such article and, in particular, that IBM shall, and shall provide that all of its Approved Subcontractors shall: (a) take appropriate technical and organizational security measures, in accordance with the requirements of the Agreement including as set forth in Section 1 of Attachment A-5 (Cross Functional Services Statement of Work) (as amended from time to time by agreement of the Parties in accordance with the Change Management Procedure), to safeguard against unauthorized accesses to, and unlawful processing of, D&B Personal Data and against accidental loss or destruction of, or damage to, D&B Personal Data. In doing so, D&B and IBM will have regard to the state of technological development and the cost of implementing any measures in order to comply with the legislation in determining which measures are appropriate; (b) only process D&B Personal Data in accordance with written instructions given by D&B, including as set out in the Agreement; (c) take reasonable steps to ensure the reliability of those IBM employees, professional advisers and Approved Subcontractors that have access to D&B Personal Data; and (d) ensure that all IBM Personnel involved in processing D&B Personal Data have undergone (and continue to undergo) reasonably adequate training in the care and handling of personal data. D&B / IBM Confidential H-8 4.7 OFFSHORE PROCESSING. (a) Following the Effective Date, D&B and IBM will identify in Exhibit H-1 (Offshore Processing) (in accordance with the Change Management Procedure), the countries and territories to which D&B Personal Data may be transferred by IBM to the extent required to perform the Services. Where any of the Services are to be provided in countries or territories located outside the EEA and the performance of those Services requires D&B Personal Data to be processed in countries or territories outside the EEA (by or on behalf of IBM) that are not listed in Exhibit H-1 (Offshore Processing), IBM will obtain D&B's prior consent before adding such countries or territories to Exhibit H-1 (Offshore Processing). The following terms shall apply to any D&B Personal Data transferring to countries or territories listed in Exhibit H-1 (Offshore Processing) that are outside the EEA: (i) Subject to Section 4.7(b), IBM shall procure that the IBM Affiliate (or any third party to whom IBM transfers D&B Personal Data for the purposes of processing such data as part of the Services) deemed by EU Data Protection Legislation to be the "data importer" in respect of such D&B Personal Data (the "Data Importer") shall promptly enter into a Model Contract with D&B and/or any D&B Affiliate(s) nominated by D&B (i.e., whichever D&B entity or entities is or are deemed by EU Data Protection Legislation to be the "data exporter" (the "Data Exporter")); (ii) Without prejudice to the other provisions of this Schedule H, IBM shall, and shall procure that the Data Importer shall, take all such action as D&B or any D&B Affiliate may reasonably require in order for D&B or such D&B Affiliate to comply with all EU Data Protection Legislation requirements with regard to the D&B Personal Data being transferred outside the EEA; (iii) IBM shall ensure that the Data Importer shall comply with its obligations under each Model Contract made pursuant to Section 4.7(i); and (iv) D&B Personal Data shall only be transferred outside the EEA to the extent that IBM requires such D&B Personal Data for the performance of the applicable Services. D&B / IBM Confidential H-9 (b) Section 4.7(a)(i) shall not apply where the applicable Services are to be provided from any country which the European Commission has found does ensure an adequate level of protection within the meaning of article 25(2) of the Directive. (c) Prior to the export of any personal data outside the EEA for processing under the terms of the Agreement (including the relevant Model Contract), the Parties shall take such steps as may be necessary to comply with the requirements and time-limits set out in applicable EU Data Protection Legislation of the relevant EEA country or territory by lodging a copy of any such Model Contract with, or seeking any permits or licenses from, the relevant privacy or information commissioner (or any corresponding government office or agency) in the applicable jurisdiction. (d) Nothing in this Section 4.7 shall in any way affect IBM's obligations pursuant to the other provisions of this Schedule H. 5. DO NOT CALL AND OTHER LEGISLATION 5.1 COMPLIANCE WITH DO NOT CALL LEGISLATION. (a) IBM shall perform its obligations in a manner that complies with all applicable Do Not Call Legislation and shall support D&B in complying with all relevant provisions of Do Not Call Legislation including carrying out appropriate screening against do not call or preference lists maintained by government offices and agencies. To that end, both Parties hereby declare their commitment to adhering to the privacy principles contained in the Do Not Call Legislation. (b) In the event that either Party is the subject of a complaint and/or investigation issued under or in connection with any applicable Do Not Call Legislation, the other Party shall employ Commercially Reasonable Efforts in cooperating with such Party in preparing its official responses and in responding to requests issued by the applicable privacy commissioner (or any corresponding government office or agency). 5.2 COMPLIANCE WITH DO NOT CALL POLICIES. (a) IBM will comply with all reasonable policies of D&B that have been disclosed to IBM relating to compliance with Do Not Call Legislation. D&B / IBM Confidential H-10 (b) IBM shall ensure that, when collecting contact and other information and details from D&B's customers and other entities from whom D&B collects such information, IBM Personnel (i) provide, where directed to do so by D&B, D&B's customers with an opportunity to opt-in or opt-out (as applicable) of the use of their contact details for direct marketing purposes; (ii) follow any relevant scripts provided by D&B to IBM from time to time; (iii) record opt-in or opt-out election information in respect of such customers; and (iv) promptly provide D&B with this information in such format and manner as shall be agreed between the Parties and set forth elsewhere in the Agreement. 5.3 OTHER RELEVANT LEGISLATION. (a) In performing the Services, IBM shall comply with all applicable laws regarding the recording and monitoring of voice calls and communications systems including in the European Union, Directive 02/58/EC of the European Parliament and of the Council on privacy and electronic communications, the Directive, and any applicable European Union member state legislation implementing such European Directives, so as to ensure the lawfulness of such recording and monitoring including, where applicable, by providing appropriate information regarding the monitoring and recording of such calls and obtaining appropriate consents. (b) IBM will comply with all reasonable policies of D&B that have been disclosed in writing, in advance to IBM relating to compliance with the legislation described in Section 5.3(a). D&B / IBM Confidential H-11 EXHIBIT H-1 OFFSHORE PROCESSING [THE TABLE BELOW WILL BE POPULATED AS THE COUNTRIES COME ON LINE, AS DESCRIBED IN SECTION 4.7 (OFFSHORE PROCESSING) OF SCHEDULE H] PERMITTED TYPE OF D&B PERSONAL RELEVANT SERVICE COUNTRY/TERRITORY DATA TO BE PROCESSED DESCRIPTION DATA IMPORTER DATA EXPORTER - ------------------------ --------------------- ---------------------- --------------------- --------------------- - ------------------------ --------------------- ---------------------- --------------------- --------------------- - ------------------------ --------------------- ---------------------- --------------------- --------------------- - ------------------------ --------------------- ---------------------- --------------------- --------------------- - ------------------------ --------------------- ---------------------- --------------------- --------------------- - ------------------------ --------------------- ---------------------- --------------------- --------------------- D&B / IBM Confidential H1-1 EXHIBIT H-2 QUALIFICATIONS TO THE STANDARD CONTRACTUAL CLAUSES (i) the "DATA EXPORTER" shall be the Data Exporter; (ii) the "DATA IMPORTER" shall be the Data Importer; (iii) clause 6(3) of the Standard Contractual Clauses shall be included; and (iv) appendices 1 and 2 of the Standard Contractual Clauses shall be completed as applicable to D&B Personal Data being processed and to the Services being performed outside the EEA. D&B / IBM Confidential H2-1 EXHIBIT H-3 MODEL CONTRACT ANNEX STANDARD CONTRACTUAL CLAUSES FOR THE PURPOSES OF ARTICLE 26(2) OF DIRECTIVE 9546 EC FOR THE TRANSFER OF PERSONAL DATA TO THIRD COUNTRIES WHICH DO NOT ENSURE AN ADEQUATE LEVEL OF PROTECTION Name of the data exporting organisation: ....................................... ................................................................................. Address:........................................................................ Tel: ................. Fax: ................. E-mail: .......................... Other information needed to identify the organisation:.......................... (the "data EXPORTER") and Name of the data importing organisation: ....................................... ................................................................................. Tel: ................. Fax: ................. E-mail: .......................... Other information needed to identify the organisation: ......................... (the "data IMPORTER") HAVING AGREED on the following contractual clauses (the "Clauses") in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of personal data specified in Appendix 1: Clause 1 DEFINITIONS For the purposes of the Clauses: a) 'PERSONAL DATA', 'SPECIAL CATEGORIES OF DATA', 'PROCESS/PROCESSING', 'CONTROLLER', 'DATA SUBJECT', and 'SUPERVISORY AUTHORITY' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ('hereinafter the Directive'); b) the 'DATA EXPORTER' shall mean the controller who transfers the personal data; c) the 'DATA IMPORTER' shall mean the processor who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country's system ensuring adequate protection. D&B / IBM Confidential H3-1 Clause 2 DETAILS OF THE TRANSFER The details of the transfer, and in particular the categories of personal data and the purposes for which they are transferred, are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3 THIRD-PARTY BENEFICIARY CLAUSE The data subjects can enforce this Clause, Clause 4(b), (c) and (d), Clause 5(a), (b), (c) and (e), Clause 6(1) and (2), and Clauses 7, 9 and 11 as third-party beneficiaries. The parties do not object to the data subjects being represented by an association or other bodies if they so wish and if permitted by national law. Clause 4 OBLIGATIONS OF THE DATA EXPORTER The data exporter agrees and warrants: (a) that the processing, including the transfer itself, of the personal data by him has been and, up to the moment of the transfer, will continue to be carried out in accordance with the relevant provisions of the Member State in which the data exporter is established (and where applicable has been notified to the relevant authorities of that State) and does not violate the relevant provisions of that State; (b) that if the transfer involves special categories of data the data subject has been informed or will be informed before the transfer that this data could be transmitted to a third country not providing adequate protection; (c) to make available to the data subjects upon request a copy of the Clauses; and (d) to respond in a reasonable time and to the extent reasonably possible to enquiries from the supervisory authority on the processing of the relevant personal data by the data importer and to any enquiries from the data subject concerning the processing of this personal data by the data importer. Clause 5 OBLIGATIONS OF THE DATA IMPORTER The data importer agrees and warrants: (a) that he has no reason to believe that the legislation applicable to him prevents him from fulfilling his obligations under the contract and that in the event of a change in that legislation which is likely to have a substantial adverse effect on the guarantees provided by the Clauses, he will notify the change to the data exporter and to the supervisory authority where the data exporter is established, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; (b) to process the personal data in accordance with the mandatory data protection principles set out in Appendix 2; or if explicitly agreed by the parties by ticking below and subject to compliance with the mandatory data protection principles set out in Appendix 3, to process in all other respects the data in accordance with: ____ the relevant provisions of national law (attached to these Clauses) protecting the fundamental rights and freedoms of natural persons, and in particular their right to privacy with respect to the processing of personal data applicable to a data controller in the country in which the data exporter is established, or D&B / IBM Confidential H3-2 ____ the relevant provisions of any Commission Decision under Article 25(6) of Directive 95/46/EC finding that a third country provides adequate protection in certain sectors of activity only, if the data importer is based in that third country and is not covered by those provisions, in so far as those provisions are of a nature which makes them applicable in the sector of the transfer; (c) to deal promptly and properly with all reasonable inquiries from the data exporter or the data subject relating to his processing of the personal data subject to the transfer and to cooperate with the competent supervisory authority in the course of all its inquiries and abide by the advice of the supervisory authority with regard to the processing of the data transferred; (d) at the request of the data exporter to submit its data processing facilities for audit which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications, selected by the data exporter, where applicable, in agreement with the supervisory authority; (e) to make available to the data subject upon request a copy of the Clauses and indicate the office which handles complaints. Clause 6 LIABILITY 1. The parties agree that a data subject who has suffered damage as a result of any violation of the provisions referred to in Clause 3 is entitled to receive compensation from the parties for the damage suffered. The parties agree that they may be exempted from this liability only if they prove that neither of them is responsible for the violation of those provisions. 2. The data exporter and the data importer agree that they will be jointly and severally liable for damage to the data subject resulting from any violation referred to in paragraph 1. In the event of such a violation, the data exporter or the data importer or both. 3. The parties agree that if one party is held liable for a violation referred to in paragraph 1 by the other party, the latter will, to the extent to which it is liable, indemnity the first part for any cost, charge, damages, expenses or loss it has incurred. Clause 7 MEDIATION AND JURISDICTION 1. The parties agree that if there is a dispute between a data subject and either party which is not amicably resolved and the data subject invokes the third-party beneficiary provision in clause 3, they accept the decision of the data subject; (a) to refer the dispute to mediation by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. 2. The parties agree that by agreement between a data subject and the relevant party a dispute can be referred to an arbitration body, if that party is established in a country which has ratified the New York convention on enforcement of arbitration awards. 3. The parties agree that paragraphs 1 and 2 apply without prejudice to the data subject's substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. - ------------------- * Paragraph 3 is optional. D&B / IBM Confidential H3-3 Clause 8 COOPERATION WITH SUPERVISORY AUTHORITIES The parties agree to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under national law. Clause 9 TERMINATION OF THE CLAUSES The parties agree that the termination of the Clauses at any time, in any circumstances and for whatever reason does not exempt them from the obligations and/or conditions under the Clauses as regards the processing of the data transferred. Clause 10 GOVERNING LAW The Clauses shall be governed by the law of the Member State in which the Data Exporter is established, namely ................................................ Clause 11 VARIATION OF THE CONTRACT The parties undertake not to vary or modify the terms of the clauses. ON BEHALF OF THE DATA EXPORTER: Name (written out in full): .................................................... Position: ...................................................................... Address: ....................................................................... Other information necessary in order for the contract to be binding (if any): ................................................................................. .................................................... (signature) (stamp of organisation) D&B / IBM Confidential H3-4 ON BEHALF OF THE DATA IMPORTER: Name (written out in full): .................................................... Position: ...................................................................... Address: ....................................................................... Other information necessary in order for the contract to be binding (if any): ................................................................................. .................................................... (signature) (stamp of organisation) D&B / IBM Confidential H3-5 Appendix 1 TO THE STANDARD CONTRACTUAL CLAUSES THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE PARTIES. (The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.) Data exporter The data exporter is (please specify briefly your activities relevant to the transfer): ................................................................................. ................................................................................. ................................................................................. Data importer The data importer is (please specify briefly your activities relevant to the transfer): ................................................................................. ................................................................................. ................................................................................. Data subjects The personal data transferred concern the following categories of data subjects (please specify): ................................................................................. ................................................................................. ................................................................................. Purpose of the transfer The transfer is necessary for the following purposes (please specify): ................................................................................. ................................................................................. ................................................................................. D&B / IBM Confidential H3-6 Categories of data The personal data transferred fall within the following categories of data (please specify): ................................................................................. ................................................................................. ................................................................................. Sensitive data (if appropriate) The personal data transferred fall within the following categories of sensitive data (please specify): ................................................................................. ................................................................................. ................................................................................. Recipients The personal data may be disclosed only to the following recipients or categories of recipients (please specify): ................................................................................. ................................................................................. ................................................................................. Storage limit The personal data transferred may be stored for no more than (please indicate): .......................... (months/years) Data exporter Data importer Name: .............................. Name: .............................. ..................................... .................................... (Authorised signature) (Authorised signature) D&B / IBM Confidential H3-7 Appendix 2 TO THE STANDARD CONTRACTUAL CLAUSES MANDATORY DATA PROTECTION PRINCIPLES REFERRED TO IN THE FIRST PARAGRAPH OF CLAUSE 5(b) These data protection principles should be read and interpreted in the light of the provisions (principles and relevant exceptions) of Directive 95/46/EC. They shall apply subject to the mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedom of others. 1. Purpose limitation: data must be processed and subsequently used or further communicated only for the specific purposes in Appendix 1 to the Clauses. Data must not be kept longer than necessary for the purposes for which they are transferred. 2. Data quality and proportionality: data must be accurate and, where necessary, kept up to date. The data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed. 3. Transparency: data subjects must be provided with information as to the purposes of the processing and the identity of the data controller in the third country, and other information insofar as this is necessary to ensure fair processing, unless such information has already been given by the data exporter. 4. Security and confidentiality: technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as unauthorised access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the controller. 5. Rights of access, rectification, erasure and blocking of data: as provided for in Article 12 of Directive 95/46/EC, the data subject must have a right of access to all data relating to him that are processed and, as appropriate, the right to the rectification, erasure or blocking of data the processing of which does not comply with the principles set out in this Appendix, in particular because the data are incomplete or inaccurate. He should also be able to object to the processing of the data relating to him on compelling legitimate grounds relating to his particular situation. 6. Restrictions on onwards transfers: further transfers of personal data from the data importer to another controller established in a third country not providing adequate protection or not covered by a decision adopted by the Commission pursuant to Article 25(6) of Directive 95/46/EC (onward transfer) may take place only if either: (a) data subjects have, in the case of special categories of data, given their unambiguous consent to the onward transfer or, in other cases, have been given the opportunity to object. The minimum information to be provided to data subjects must contain in a language understandable to them: ____ the purposes of the onward transfer, ____ the identification of the data exporter established in the Community, ____ the categories of further recipients of the data and the countries of destination, and D&B / IBM Confidential H3-8 ____ an explanation that, after the onward transfer, the data may be processed by a controller established in a country where there is not an adequate level of protection of the privacy of individuals; or (b) the data exporter and the data importer agree to the adherence to the Clauses of another controller which thereby becomes a party to the Clauses and assumes the same obligations as the data importer. 7. Special categories of data: where data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union memberships and data concerning health or sex life and data relating to offences, criminal convictions or security measures are processed, additional safeguards should be in place within the meaning of Directive 95/46/EC, in particular, appropriate security measures such as strong encryption for transmission or such as keeping a record of access to sensitive data. 8. Direct marketing: where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to 'opt-out' from having his data used for such purposes. 9. Automated individual decisions: data subjects are entitled not to be a subject to a decision which is based solely on automated processing of data, unless other measures are taken to safeguard the individual's legitimate interests as provided for in Article 15(2) of Directive 95/46/EC. Where the purpose of the transfer is the taking of an automated decision as referred to in Article 15 of Directive 95/46/EC, which produces legal effects concerning the individual or significantly affects him and which is based solely on automated processing of data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc., the individual should have the right to know the reasoning for this. Appendix 3 TO THE STANDARD CONTRACTUAL CLAUSES MANDATORY DATA PROTECTION PRINCIPLES REFERRED TO IN THE SECOND PARAGRAPH OF CLAUSE 5(b) 1. Purpose limitation: data must be processed and subsequently used or further communicated only for the specific purposes in Appendix 1 to the Clauses. Data must not be kept longer than necessary for the purposes for which they are transferred. 2. Rights of access, rectification, erasure and blocking of data: as provided for in Article 12 of directive 95/46/EC, the data subject must have a right of access to all data relating to him that are processed and, as appropriate, the right to the rectification, erasure or blocking of data the processing of which does not comply with the principles set out in this Appendix, in particular because the data is incomplete or inaccurate. He should also be able to object to the processing of the data relating to him on compelling legitimate grounds relating to his particular situation. 3. Restrictions on onward transfers: further transfers of personal data from the data importer to another controller established in a third country not providing adequate protection or not covered by a decision adopted by the Commission pursuant to Article 25(6) of Directive 95/46/EC (onwards transfer) may take place only if either: (a) data subjects have, in the case of special categories pf data, given their unambiguous consent to the onward transfer, or, in other cases, have been given the opportunity to object. The minimum information to be provided to data subjects must contain in a language understandable to them: D&B / IBM Confidential H3-9 ____ the purposes of the onwards transfer, ____ the identification of the data exporter established in the Community, ____ the categories of further recipients of the data and the countries of destination, and ____ an explanation that, after the onward transfer, the data may be processed by a controller established in a country where there is not an adequate level of protection of the privacy of individuals; or (b) the data exporter and the data importer agree to the adherence to the Clauses of another controller which thereby becomes a party to the Clauses and assumes the same obligations as the data importer. D&B / IBM Confidential H3-10 SCHEDULE I [RESERVED] D&B / IBM Confidential I-1 SCHEDULE J TERMINATION/EXPIRATION ASSISTANCE This Schedule K supplements the General Terms and Conditions of the Agreement by providing additional details concerning the Termination/Expiration Assistance to be provided by IBM pursuant to Section 24.7 (Termination/ Expiration Assistance) of the Agreement. 1. REMOVAL OF RESOURCES Except as required for the ordinary delivery of Services, during the Termination/Expiration Assistance period IBM shall not remove any Equipment, Software, or other material ("Property") owned or licensed by D&B from any D&B Facility, IBM Facility, or other location without D&B's prior written consent. Further, prior to removing any Property that IBM is required to transfer to D&B, or that D&B is entitled to purchase, upon termination or expiration of the Agreement or the cessation of any Services, IBM shall provide appropriate notice to D&B identifying the Property it intends to remove. Such identification shall be sufficient in detail to apprise D&B of the nature and ownership of such Property. IBM shall comply with removal procedures reasonably established by D&B for removal of Property from D&B Facilities. 2. PRE-TRANSFER SERVICES "Pre-transfer" refers to the period starting six months prior to expiration of the Agreement, or upon notice of termination of the Agreement or cessation of certain Services. IBM's pre-transfer responsibilities with respect to Termination/Expiration Assistance shall include the following: (a) Identifying, recording and providing to D&B or its designee release levels and maintenance release levels for Software. (b) Reviewing the test and production Software libraries with D&B's or its designee's operations staff. (c) Assisting D&B or its designee in the analysis of the space required for Software libraries. (d) Providing the source and object code and related documentation in IBM's possession for D&B-Owned Software. (e) Providing the object code (and the source code where permitted by the terms of the applicable license) for any other Software which D&B is licensed or otherwise authorized to use. (f) Assisting D&B or its designee in transferring and/or establishing naming conventions, including, as requested by D&B, providing documentation regarding the naming conventions used by IBM in providing the Services. D&B / IBM Confidential J-1 (g) Identifying Software changes in process, and unless otherwise requested by D&B or required to meet its obligations under the Agreement, including Service Levels, freezing Software changes (other than maintenance modifications necessary to address processing problems). (h) As requested by D&B, providing to D&B or its designee multiple tape copies of D&B's storage volumes, including, as applicable, files, D&B Data, programs, load modules, libraries and script files. (i) Providing asset listings for the Equipment, including maintenance and firmware levels. (j) Providing and coordinating assistance to D&B or its designee in notifying relevant suppliers of the procedures to be followed during the transfer. D&B shall make timely decisions regarding such suppliers as appropriate to the orderly transfer of responsibilities (k) Providing a listing of the IBM Personnel used to provide the Services in sufficient detail to determine their applicability to the transfer process and ongoing operation and support of D&B systems. (l) Providing to D&B or its designee reasonable access to IBM Personnel performing (or who previously performed to the extent still IBM Personnel) the Services and to a IBM representative familiar with the provision of the relevant Services, in order that these personnel may answer D&B or its designee's reasonable questions regarding the Services. (m) Providing to D&B or its designee copies of documentation that is used by IBM in performing the Services, including the Procedures Manual, security plans, business continuity and disaster recovery plans, and operating level agreements with third-party suppliers of goods and services. (n) Reviewing and explaining the Procedures Manual and other documentation used to provide the Services to D&B's or its designee's operations staff. All individuals receiving such review and explanation shall already be reasonably knowledgeable about or proficient in such technology. (o) Providing to D&B or its designee the End User profiles from the Help Desk and the requested problem management records, as these exist as of the effective date of expiration or termination of the Agreement, or cessation of Services. (p) Providing to D&B or its designee the timelines, work product, plans and status reports of current and pending projects as reasonably requested by D&B. (q) Cooperating with D&B or its designee in the preparation for and conduct of migration testing. D&B / IBM Confidential J-2 (r) In conjunction with D&B, conducting rehearsal(s) of the transfer prior to cutover at times reasonably designated by D&B. (s) Providing an inventory of the documentation and media stored off-site as reasonably requested by D&B. (t) Providing an inventory of telephone numbers, email addresses and IP addresses being used by IBM in conjunction with performing the Services. (u) Providing work volumes, staffing requirements, and information on historical performance against the Service Levels from the previous twelve (12) months. (v) Identifying and documenting the demarcation points for each portion of the Services affected by the termination, expiration, or cessation of Services, including any operating level agreements with other D&B or IBM groups at those demarcation points. 3. TRANSFER SERVICES IBM's transfer responsibilities with respect to Termination/Expiration Assistance shall include the following: (a) In conjunction with D&B or its designee, supporting the cutover of the Services and supporting D&B's or its designee's commencement of the operations. (b) Unloading requested D&B Data and other D&B Confidential Information from the systems used to provide the Services and returning to D&B or providing to its designee D&B Data and other D&B Confidential Information in a reasonable format specified by D&B; provided that D&B is responsible for the charges associated with format conversion to the extent the format is other than as originally provided by D&B or as normally used by IBM for such information in the provision of Services. (c) Transferring responsibility to D&B or its designee for off-site tape and document storage . (d) Delivering tapes or other media containing D&B-requested data files (with content listing) and printouts of control file information to D&B or its designee as reasonably requested by D&B. (e) Providing assistance to D&B or its designee in loading the data files. (f) Providing assistance to D&B or its designee with the turnover of operational responsibility, including providing assistance and cooperation in the execution of parallel operation testing. (g) Proving assistance to D&B in porting telephone numbers and IP addresses to D&B or its designee. D&B / IBM Confidential J-3 (h) Providing documentation and diagrams for the voice, data, and other communications networks, including device (modem, router, controller, bridge, etc.) configurations, router tables, IP addressing schema, and managed device thresholds. 4. POST-TRANSFER SERVICES IBM's post-transfer responsibilities with respect to Termination/Expiration Assistance shall include the following: (a) Providing additional assistance as requested by D&B to assure continuity of operations. (b) Returning to D&B remaining property of D&B in IBM's possession, including remaining reports, data and other D&B Confidential Information (alternatively, as required by D&B, IBM shall destroy such property), except as otherwise provided in the Agreement. (c) Certifying that D&B Data and D&B Confidential Information have been removed from IBM's systems, premises and control and returned or destroyed, except as otherwise provided in the Agreement.. (d) Vacating D&B's premises in an orderly manner. (e) Providing to D&B or its designee reasonable access to IBM Personnel to address questions or issues with respect to IBM's prior performance and transfer of the Services. D&B / IBM Confidential J-4 SCHEDULE K APPROVED SUBCONTRACTORS Following are the Approved Subcontractors as of: * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. K-1 SCHEDULE L INSURANCE 1. INSURANCE 1.1 INSURANCE COVERAGES. Supplier represents that as of the Effective Date it shall have, and agrees that during the Term it shall maintain in force, at least the following insurance coverages: (a) Employer's Liability Insurance and Worker's Compensation Insurance, including coverage for occupational injury, illness and disease, and other similar social insurance in accordance with the laws of the country, state or territory exercising jurisdiction over the employee with minimum limits per employee and per event of $1,000,000 or the minimum limit required by law, whichever limit is greater. (b) Comprehensive General Liability Insurance, including Products, Completed Operations, Premises Operations, Bodily Injury, Personal and Advertising Injury, Broad Form Contractual and Broad Form Property Damage liability coverages, on an occurrence basis, with a minimum combined single limit per occurrence of $1,000,000 and a minimum combined single aggregate limit of $2,000,000. This coverage shall be endorsed to name D&B and its Affiliates as additional insureds. (c) Property Insurance, including Extra Expense and Business Income coverage, for all risks of physical loss of or damage to buildings, business personal property or other property that is in the possession, care, custody or control of Supplier pursuant to this Agreement. Such insurance shall have a minimum limit adequate to cover risks on a replacement costs basis. This coverage shall be endorsed to name D&B and its Affiliates as loss payees. (d) Automotive Liability Insurance covering use of all owned, non-owned and hired automobiles for bodily injury, property damage liability with a minimum combined single limit per accident of $1,000,000 or the minimum limit required by law, whichever limit is greater. This coverage shall be endorsed to name D&B and its Affiliates as additional insureds. (e) Commercial Crime Insurance, including blanket coverage for Employee Dishonesty and Computer Fraud, for loss or damage arising out of or in connection with any fraudulent or dishonest acts committed by the employees of Supplier, acting alone or in collusion with others, including the D&B / IBM Confidential L-1 property and funds of others in their possession, care, custody or control, with a minimum limit per event of $10,000,000. This coverage shall include a Client's Property endorsement and shall name D&B and its Affiliates as joint loss payees. (f) Errors and Omissions Liability Insurance covering liability for loss or damage due to an act, error, omission or negligence, with a minimum limit per event of $10,000,000. (g) Umbrella Liability Insurance with a minimum limit of $20,000,000 in excess of the insurance coverage described above in Sections 1.1(a), 1.1(b), and 1.1(d). 1.2 INSURANCE PROVISIONS. (a) The insurance coverages described above shall be primary, and all coverage shall be non-contributing with respect to any other insurance or self insurance which may be maintained by D&B. Supplier shall be responsible for all deductibles and retentions with regard to such insurance. All coverage described above shall include a waiver of subrogation and a waiver of any insured-versus-insured exclusion regarding D&B and its Affiliates. To the extent any coverage is written on a claims-made basis, it shall have a retroactive date no earlier than the Effective Date and, notwithstanding the termination of the Agreement, either directly or through `tail' coverage shall allow for reporting of claims until the applicable limitation of actions period has expired. (b) Supplier shall cause its insurers to issue certificates of insurance evidencing that the coverages and policy endorsements required under the Agreement are maintained in force and that not less than thirty (30) days written notice shall be given to D&B prior to any modification, cancellation or non-renewal of the policies. The insurers selected by Supplier shall have an A.M. Best rating of A-, Size IX or better, or, if such ratings are no longer available, with a comparable rating from a recognized insurance rating agency. Supplier shall ensure that all Approved Subcontractors, if any, maintain insurance coverages described above naming Supplier as an additional insured or loss payee where relevant or Supplier shall ensure that all Approved Subcontractors, if any, are endorsed as additional insureds on Supplier coverages described above. (c) In the case of loss or damage or other event that requires notice or other action under the terms of any insurance D&B / IBM Confidential L-2 coverage described above, Supplier shall be solely responsible to take such action. Supplier shall provide D&B with contemporaneous notice and with such other information as D&B may request regarding the event. (d) The maintenance of the insurance coverages required under this Agreement shall in no way operate to limit the liability of IBM to Equifax under the provisions of this Agreement. (e) The Parties do not intend to shift all risk of loss to insurance. Supplier's obligation to maintain insurance coverage in specified amounts shall not act as a limitation on any other liability or obligation which Supplier would otherwise have under the Agreement. Similarly, the naming of D&B and its Affiliates as additional insureds is not intended to be a limitation of Supplier's liability under the Agreement and shall in no event be deemed to, or serve to, limit Supplier's liability to D&B to available insurance coverage or to the policy limits specified in this Schedule M, nor to limit D&B's rights to exercise any and all remedies available to D&B under the Agreement, at law or in equity. D&B / IBM Confidential L-3 SCHEDULE M EXISTING D&B RESOURCES 1. GENERAL PROVISIONS This Schedule M identifies certain assets and facilities of D&B (the "D&B Resources") that IBM may use to provide the Services as further described in the Technical Solution Documents attached to Schedule A (IBM Services and Solution) (collectively, the "Technical Solution"). This Schedule M also sets forth the duration of such use. Except to the extent IBM's Technical Solution provides for IBM's use of D&B Resources referenced in this Schedule M, IBM shall provide all resources and related infrastructure required to provide the Services. For the avoidance of doubt, this Schedule M does not include any provisions relating to human resources which are incorporated elsewhere in this Agreement. (a) IBM may not use D&B Resources to provide services for IBM's other customers or for any purpose other than providing Services for D&B. The use of such D&B Resources by IBM does not constitute a leasehold or other property interest in favor of IBM. (b) IBM shall use the D&B Resources in an efficient manner and in a manner that is coordinated, and does not interfere, with D&B's business operations. If IBM uses D&B Resources in a manner that unnecessarily increases costs incurred by D&B, D&B reserves the right to deduct such excess costs from the amounts otherwise due IBM. (c) IBM shall be responsible for any damage to the D&B Resources resulting from the abuse, misuse, neglect or gross negligence of IBM or other failures by IBM to comply with its obligations with respect to the D&B Resources. (d) IBM shall comply with the duties imposed on D&B by any leases corresponding to leased D&B Resources. (e) IBM shall not make any improvements or changes involving structural, mechanical or electrical alterations to the D&B Resources without D&B's prior written approval. Any improvements to the D&B Resources, whether owned or leased, will become the property of D&B. (f) When the D&B Resources are no longer required for performance of the Services, upon D&B's request, IBM shall return such D&B Resources to D&B in substantially the same condition as when IBM began use of such D&B Resources, subject to reasonable wear and tear. D&B / IBM Confidential M-1 (g) ALL RIGHTS OF USE GRANTED BY D&B TO IBM UNDER THIS SECTION ARE GRANTED ON AN 'AS-IS, WHERE-IS' BASIS, WITHOUT WARRANTIES OF ANY KIND. 2. EXISTING D&B EQUIPMENT Subject to the provisions of Section 10 of the Agreement, IBM may use the following Equipment in connection with the provision of the Services. 2.1 OWNED EQUIPMENT The owned equipment to be used by IBM is set forth in the applicable portions of Schedule A (IBM Services and Solutions). 2.2 LEASED EQUIPMENT The leased equipment to be used by IBM is set forth in the applicable portions of Schedule A (IBM Services and Solutions). 3. ACQUIRED D&B EQUIPMENT Subject to the provisions of Section 8.2 of the Agreement, IBM shall own the following equipment owned by D&B prior to the Effective Date. ASSET DESCRIPTION DUNSVoice Assistance Equipment 4. EXISTING D&B SOFTWARE D&B retains all of its right, title and interest in and to the D&B Software. As of the Effective Date, D&B grants to IBM a fully paid-up, nonexclusive license during the term to Use the D&B Software identified as D&B Software in Exhibit M-1 (Software) solely to perform the Services. The D&B Software will be made available to IBM in object code form (and, at D&B's election, source code form) in an agreed format, together with available documentation and other related materials. IBM is not permitted to Use D&B Software for the benefit of any entity other than D&B (and its Service Recipients under the Agreement) without the prior written consent of D&B, which may be withheld in D&B's discretion. 5. EXISTING THIRD PARTY CONTRACTS Subject to the provisions of Section 10 of the Agreement, IBM may use the following Third Party Contracts in connection with the provision of the Services. D&B / IBM Confidential M-2 5.1 SOFTWARE LICENSES The Licensed Software identified as Licensed Software in Exhibit M-1 (Software) will be made available to IBM in object code form (and, at D&B's election, source code form) in an agreed format, together with available documentation and other related materials. IBM will comply with the duties, including Use and non-disclosure restrictions, imposed on D&B (or its Affiliate) by the licenses for the Licensed Software that have been disclosed to Supplier. Supplier will not seek to modify or otherwise revoke such terms. 5.2 EQUIPMENT MAINTENANCE IBM may use the Equipment Maintenance agreements set forth in the applicable portions of Schedule A (IBM Services and Solutions) in connection with provision of the Services. 5.3 THIRD PARTY SERVICES IBM may use the Third Party Service agreements set forth in the applicable portions of Schedule A (IBM Services and Solutions) in connection with provision of the Services. 6. D&B FACILITIES Subject to the provisions of Section 10 of the Agreement and the additional provisions set forth below, IBM may use the D&B Facilities identified in Schedule A (IBM Services and Solutions) in connection with the provision of the Services. (a) For each D&B Facility, the Technical Solution describes any desktop equipment, network and voice connectivity, and other resources D&B will provide for IBM Personnel located in such D&B Facility. (b) IBM shall keep the areas of the D&B Facilities it uses in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act, and comply with D&B's standard policies and procedures and applicable leases as these are made available to IBM regarding access to and use of the D&B Facilities, including procedures for the physical security of the D&B Facilities. (c) IBM shall permit D&B, its agents and representatives to enter into those portions of the D&B Facilities occupied by IBM staff at any time. (d) "ON-SITE D&B RESOURCES" means the reasonable office space, furniture, fixtures, desktop computers, software, telephones, office supplies, and other resources to be D&B / IBM Confidential M-3 provided or made available by D&B (or its Affiliates) to IBM Personnel assigned by mutual agreement of the Parties to work on-site at facilities of D&B (or its Affiliates). (e) Except as otherwise provided in the Agreement, D&B will provide to IBM Personnel located and authorized to work on-site at D&B's (or its Affiliate's) facilities the reasonable use of On-site D&B Resources substantially equivalent to those made available by D&B (or its Affiliate) to its own personnel who perform similar functions; provided, however, that D&B will not be responsible for providing any mobile or portable computing or communications devices to IBM Personnel except as otherwise provided in the Agreement. (f) IBM shall comply and cause IBM Personnel to comply with Customer's policies and procedures regarding access to and use of the On-site D&B Resources that have been disclosed to IBM, including procedures for the physical and logical security, and shall submit to periodic D&B compliance inspections and security audits. D&B / IBM Confidential M-4 EXHIBIT M-1 SOFTWARE VENDOR/ APPLICATION DESCRIPTION PROPRIETARY FUNCTION CLUSTER - ----------- ----------- ----------- -------- ------- 2003 Price Guide Intranet Site that gives you the Proprietary US Inbound Call Center past year sales guide. 2004 Price Guide Intranet Site that gives the current Proprietary US Inbound Call Center price guide for the year A/R:M Millennium* Collections and Cash Application Third Party Collections/CashApplication FS Software (GEAC) ABUS Bulk Loading Data Entry, Application Proprietary US Outbound, Screeners Call Center used to resolve records Access Database There are three access databases used to Proprietary Canada Customer Support Call Center manage the retail inquiries, TransUnion requests and manual debits. Accounting Link Amex P-Cards Third Party - AP T&E FS American Express ACT! Contact Management tool Call Center ADI Accounting - US/UK Third Party Tool Collections/CashApplication FS Adobe Acrobat Adobe Call Center Amex T&E Payments Third Party - AP T&E FS American Express Banking Systems Banking Systems Europe OTC FS Banks Funds Transfer Third Party- AP T&E FS Northern Trust and Bank of Montreal Bolt Billing/accounting system utilizing Proprietary Sales & Service Usage, Gold Call Center a Oracle database. team, Contract Admin, ACUG BOLT RMS Billing System Proprietary Collections/CashApplication FS BRS Business Reference Services Proprietary Collections/CashApplication FS billing system Business Objects Database reporting tool Call Center Business Objects Reporting tool Third Party AP T&E FS CATALYST RMS home-grown collection software Proprietary Collections/CashApplication FS (Post SOX - no automated D&B access to Catalyst. Information from Catalyst will be provided through manual request to RMS when necessary) CDC2 This application is similar to our password Proprietary Canada Customer Support Call Center control. Only two agents have the privileges to add, modify or delete. They also leverage an access database which is an extract from CDC2 to look-up passwords. Centerview Address lookup application Call Center CFP - Customer File Record confidence Proprietary FT Call Center Processing matching application Chat by Liveperson Web based chat LivePerson Call Center Checkman Checks by Phone/Fax Third Party Collections FS Software CIC Forms Several different forms loaded on an intranet Proprietary Canada Customer Support Call Center site dealing with handling customer concerns as-well-as policies/procedures and FAQ's, i.e. Usage adjustments. The link is \\cicram1\cic\main.doc CIC Web (Replacement CIC Web replacing Dunstel Proprietary Canada Custome Support Call Center for Dunstel) order entry application Credit Control Equitant Europe OTC FS CTI Desktop Client - CTI application displays Proprietary inbound us Call Center (Ernestine) call/customer data collected through IVR prompting Customer Service Contact management, basic Proprietary Sales & Service Usage, Tech Call Center Windows (ACS) service transaction, and Support, Gold team agent assistance software, Confidential M-1-1 EXHIBIT M-1 SOFTWARE D&O's Communication Intranet site that provides Proprietary US Inbound Call Center about Quality policy and procedure information for Data Operations DBData1 Intranet based ticket Proprietary ACUG, Reinvestigations Call Center submittal system for internal customers DEC (ASC/DDWW) ASC - Austin Customer Service Proprietary Collections/CashApplication FS DEC application - DDWW DunsDial WorldWide Application. Delrina FormFlow Invoice Creation Third Party Tool Collections FS DEWS - Data Entry Data Entry Workstation Proprietary Canada Customer Support Call Center Workstation DIGS - Duns Data Updating application - is Proprietary US Outbound Call Center Interviewing Guide speciffically used for System supporting US Marketing and adhoc marketing campaigns. Data entry user interface used with the Melita dialer to update marketing records, is also used with dialer for other campaigns such as sales and surveys. Developed using IBM visualage for Java web applet in an HTML page using DB2 database with Smalltalk database engine DNB.com Main D&B website Proprietary Inbound Call Center DNBdirect Admin This is the retail website used for cash Proprietary Canada Customer Support Call Center orders. The Customer Support group also manages the out-of-date reports through this site. DNBUsage Admin This application is used to verify and Proprietary Canada Customer Support Call Center justify all usage adjustments. DOE Duns Order Entry Proprietary Collections/CashApplication FS DUNS Dial World Wide Product order entry system Proprietary US Inbound (Sales & Service, Call Center (DDWW) - Could Usage, Gold) migrate to servers in BH Dunsgate / part of Intranet site that helps Proprietary US Inbound Call Center Duns Voice to set properties for duns voice customers. Helps set up the profiles DUNSTel (OBSOLETE) Mainframe application used to Proprietary Canada Customer Support Call Center fulfill report requests via fax and mail on Canadian reports Education Services Intranet site that provides more Proprietary US Inbound Call Center (Intranet) details about educational services E-Leads Intranet site that allows you to submit a Proprietary US Inbound Call Center sales lead on a company Entry Browse Canadian billing and accounting application. Proprietary Canada Customer Support Call Center Netron fusion, cobalt language eRam D&B's Credit Tool Proprietary( D&B Collections/CashApplication FS Tool for External Credit Use) EUpdate Intranet site that allows you to give Proprietary US Inbound Call Center id/pswds to customers so that the customer can go to www.eupdate.dnb.com and update their own report. Financial Statement Intranet site that allows you to check and see Proprietary US Inbound Call Center Lookup if updated financials were sent on a company, if so - when it was rec'd and the status. Fixed Assets Systems Third Party Tool Collections/CashApplication FS FTP File transfer process Call Center Genesys Chat Client Online text communication with customers Proprietary US Inbound (Customer Call Center Service, Technical Support) Genesys Chat Client Agent interface for Genesys chat Genesys Call Center Genesys CTI Desktop Genesys screen-pop Genesys Call Center Client - (Ernestine) Confidential M-1-2 Genesys DB query database lookups for Genesys and the IVR. Call Center server (Austin) database server queryied for IVR pre routing lookups and Genesys data queries Genesys Genesys Dbserver Genesys framework database - database Call Center (Austin) of Genesys configuration Genesys Genesys Stat statistics server for Genesys - collects all Call Center server (Austin) stats generated Genesys Genesys Tserver switch monitoring system and call Call Center (Austin) routing engine - route calls to proper rep Genesys GIRD - Global Routes customer records to respective roprietary PI Call Center Investigation countries for local agent to investigate. Repository Database Assigns due dates. Tracks all results by agent. Stores data for billing and customer inquiry situations. Monitors status of records. Returns customer record to system. Merges all country records back into 1 file for customer delivery. Tracks records completed for each individual agent for productivity and quality. Retains customer record and results by agent for quality review. Global Retail Credit Card Processing Third Party Collections FS PC - PaymenTech Hummingbird 3270 Emuluation 3270 emulator Hummingbird Call Center HummingBird Exceed Terminal Emulator Third Party Tool Collections/CashApplication FS Hummingbird Exceed Telnet 7.1 Remote Executable Interface Hummingbird Call Center ICW US Data Collection Data Entry Proprietary US Data Collection FS ICW - Information Consultant Report update system interface. Proprietary All Call Center Workstation ID/Passwords Intranet site that allows you to Proprietary US Inbound Call Center assign id & pswds for a dnb.com customer IFES Integrated Fax & Email System Proprietary Fax Administration Call Center Image Port MCI Faxing software inbound MCI and outbound Call Center Internal Websites Invoice Communication Proprietary Collections FS Internet & Intranet Call Center InterVoiceBrite IVR collect customer data for correct Call Center (80 ports) call routing collect customer data InterVoiceBrite IntraBolt Intranet site that allows you to view Proprietary US Inbound Call Center the usage of a cutomer IntraBOLT Intranet Interface to Usage Information Proprietary Collections/CashApplication FS in BOLT Intranet Request to Process Credit Proprietary Collections FS Intranet - CRC Intranet Knowledge base repository Proprietary US Inbound Call Center Toolbox Intranet - D&B D&B Site used to access links Proprietary US Inbound required to perform updates Intranet - Self Web based forms for ordering Proprietary All Call Center Analytic Product Order System Self Analytical products Intranet Website for Request to process credit card for Proprietary Collections FS Credit Card Data payment of open invoice Entry Investigation Tracer Intranet site to trace invetigation Proprietary US Inbound Call Center requests as long as you have the ticket # Confidential M-1-3 EXHIBIT M-1 SOFTWARE IRD - Investigation Tracks US PI investigations. Routes, Proprietary US Inbound (Sales Call Center Repository Database investigations to agent. Assigns due dates. & Service, Reinvestigation) Tracks all results by agent. Stores data for billing and customer inquiry Monitors status of records. Returns customer record situations. and results to system for delivery to D&B customer. Tracks records completed for each individual agent for productivity and quality. Retains customer record and results by agent for quality review. Jabber Instant Messaging Software Jabber Inc. Call Center JPAC Admin All account information Proprietary US Inbound (Tech Support) Call Center JPAC Admin Used for I-market Call Center Linkage Web-based tool for downloading corporate Proprietary US Inbound (Tech Support) / FT Call Center family trees. Requires signon (corresponds to OSP signon) and password. This tool is accessed from each team member's desktop through a web server. t produces the most current view of a family tree in a spreadsheet format. Linkage Validation Identifies Linkage Validation Errors-Access Proprietary FT Call Center Errors designed to import errors from the mainframe to database be distributed to team members using the following steps: 1. Click on Import Today's cases 2. Locate file on J (shared) drive (FESU/COS folder) 3. Import cases from J drive to an Access table 4. Click on Assign Today's Cases to distribute work Look-Alike Identifies Look-alikes - Web-based tool to Proprietary FT Call Center access look-alikes for assigned family trees. This tool requires asignon and password and is accessed from team member's desktop through a web server. This tool is utilized to access and resolve open look-alikes. Look-Alike Matching software Call Center Lotus Notes Customer account and email manager. IBM Used for I-market Call Center LSSI Telephone number look system Call Center Mainframe Smart Charging Proprietary Europe OTC FS MarkView Imaging Imaging/Document Management with Workflow Third Party AP T&E FS - 170 Systems MDSN Microsoft Call Center Melita Conversation Dialer Client AccuLab Call Center Melita Dialer Dialer AccuLab Call Center Melita Predictive Auto-Dialer for Collection Calls Third Party Collections FS Dialer (tied to Software current Collections Tool - Magellan Platform (Millennium) Microsoft Office Internal/External Communication Third Party Tool Collections FS Products (Excel, (Microsoft Word, PowerPoint) Office) Millennium Accounts receivable management system Proprietary All Call Center Minime Process Hoovers and 3rd party credit Proprietary US Inbound (Sales & Service, Call Center transactions Usage, Gold) MS Access Microsoft Call Center MS Excel Microsoft Call Center MS Internet Explorer Microsoft Call Center Confidential M-1-4 MS NetMeeting Microsoft Call Center MS Office Microsoft Professional(Minimum Version Office '97) Call Center MS Outlook (email) Microsoft Call Center MS Powerpoint Microsoft Call Center MS Visio Microsoft Call Center MS Word Microsoft Call Center MS WordPad Microsoft Call Center MSDN (operation Developers toolkit Microsoft Call Center systems only) Multiproject Used for I-market Call Center Navision V2.6 (D&B) General Ledger, AR/AP for Italy Third Party AP T&E, Europe OTC FS and V3.6 (Datahouse) Nero CD burning software Nero Call Center Newmis Customer contact database, delivery tracking, Proprietary US Inbound (Usage) Call Center Newmis Used for I-market Call Center NEWMIS iMarket billing system Proprietary Collections/CashApplication FS Norton Antivirus Symantec Call Center OASIS Marketing Billing System Proprietary Collections/CashApplication FS OLUS Online Usage Statements Proprietary Europe OTC FS Oracle 8 and 9 Oracle Call Center Oracle Discoverer Reporting - UK Third Party Tool Collections/CashApplication FS Oracle Financials V11.0.3 General Ledger, AR/AP for UK and Ireland Third Party AP T&E, Europe OTC FS Oracle Financials General Ledger, AP for North America Third Party AP T&E, FS V11i.5.8 Collections/CashApplication OSP US Data Collection/Update Component Proprietary US Data Collection FS OSP - Office Systems Creation of new reports (creating a new Proprietary All Call Center Project DUNs #) and editing existing report information, Used for subject file D&B DUNS (R) number look up in the United States Outlook E-mail Internal/External Communication Third Party Tool Collections FS (Assuming vendor will provide email outside (Microsoft D&B Exchange network) Office) Pacer Bankruptcy lookup tool Call Center Paybase Electronic payments and remittance, laser Third Party AP T&E FS check and fraud prevention tools - BottomLine PC-Smarts Charging Proprietary Europe OTC FS PlaceWare - MS Live Microsoft Call Center Meeting PostMaster Email Inbound customer email response system Proprietary All Call Center Response Price Admin Pricing Administration Proprietary Europe OTC FS Procomm Plus Modem Diling - Terminal Emulation Third Party Tool AP T&E FS Product History Page Intranet site to view self analytical Proprietary US Inbound Call Center products that were previously ordered by a customer Product Order Form Intranet site to order self analytical Proprietary US Inbound Call Center products Product Solutions Intranet site that provides lists of D&B Proprietary US Inbound Call Center Catalog Products alphabetically Proxy Remote Access tool Funk Software Call Center PSW1 (password) Customer id and password maintenance system Proprietary US Inbound Call Center QWS3270 3270 emulator Call Center RAM-Risk Assessment D&B Desktop Scoring Solution Proprietary US Inbound Call Center Manager Confidential M-1-5 EXHIBIT M-1 SOFTWARE Real Time Online Matching - D&B Canada has a Proprietary Canada Customer Support Call Center Decisioning (Real service for customers who do not want to get Time Match in RFP) involved with the complexities of running RAM in their own shop. The Post-sales group works with these customers to determine their business rules for RAM, and they set up a RAM database on a desktop machine in the CIC. Each CIC desktop points to the RAM database on a disk share. When one of the Real Time Decisioning customers calls in, they provide the company information, the CIC connects to the database and pulls down the RAM scoring for that company, using the decisioning rules set up for the customer. The score information is returned to the customer. The software is stock RAM. Shared/Desktop means that one machine holds the RAM database, which is accessed through a share from each CIC desktop. Retriever Historical Invoice Retrieval Third Party Collections FS Software (Data Reduction Services) Sales Order Sales order entry and billing Proprietary Europe OTC FS Processing (SOP) LS/400 package System heavily customized in house Screening Application-Desktop Application used to Screening Records Proprietary Screeners Call Center Severe Risk Form Intranet site to submit cases for severe risk Proprietary US Inbound Call Center Severe Risk LookUp Intranet site to look up previously Proprietary US Inbound Call Center submitted severe risk cases SIC Code Used to perform SIC Code look up Proprietary Screeners Call Center on US investigations Siebel Third Party Collections/Cash Application FS Tool Siebel Sales (Gold Team) Siebel Call Center Small Business Solutions Website Intranet based SBS Credit Card billing Proprietary US Inbound (Usage, Sales & Call Center system Superuser (Intranet) Service, Technical Support) SOP Call Center SQL 2000 CAL (12 in Microsoft Canada, 21 in Austin & Waltham) Call Center SQL2000 and SQL7 Microsoft Call Center Systems Union Sun General Ledger, AR/AP for Belgium, Netherlands Third Party AP T&E, Europe OTC FS Systems V4.2.5, SQL 7.0 Database TADS proprietary software for Time Reporting Proprietary Collections/CashApplication FS (Not expected to be used by BPO) TAPs View Hoovers and 3rd-party transactions Proprietary US Inbound (Usage) Call Center Trade Tape 100+ Intranet site to submit new trade tape Proprietary US Inbound Call Center customer Transunion Canada Transunion report lookup. This TransUnion application delivers consumer reports for DOS TransUnion requests. program, 3rd party transunion provided application, reside on desktop to transunion mainframe. Call Center TransUnion US Client Transunion report lookup Call Center Vista Report distribution Third Party AP T&E FS Visual Messenger graphic file viewer ConnectComs Call Center Confidential M-1-6 EXHIBIT M-1 SOFTWARE Webmeter/ Waltham Fulfill meter credits Proprietary US Inbound (Tech Support) Call Center WinFax Inbound Outbound fax software Windows Call Center WinZip WinZip Call Center Witness Remote audio and video monitoring Witness Systems Call Center Word Perfect Suite Corel Inc. Call Center Worldlink Exchange Rates Third Party AP T&E FS - CitiBank Xsellsys Canada's CRM application for the Non-Proprietary Sales organization. 3rd party application - Customized proprietary not developed by DNB - Canadian sales force, hosted in application service provide in Texas or California. Maintenance thru Xsellsys. DNB Sales negotiated thru DNB Sales not Technology Xtaps View SBS and Retail website transactions Proprietary US Inbound (Usage) Call Center Yahoo Instant IM for Imarket Yahoo Call Center Messenger Zapdata Admin Id/Password Administration Proprietary US Inbound (Usage) Call Center Zetafax Inbound Outbound fax software Equisys Call Center ZetaFax Internal/External Communication-Allows Third Party Collections FS faxes to be send from Windows desktops Tool (ZetaFax) from a central FAX server Confidential M-1-7 Appears to be included in preceding worksheets. WILL SUPPLIER BE REQIRED PROPRIETARY OF TO USE THE TOOL OR CAN IT TOOL UK IT BL THIRD PARTY TOOL FUNCTION PROPOSE ALTERNATIVES * * * * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. M-1-2 * * * * * * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. M-1-3 SCHEDULE N [RESERVED] N-1 SCHEDULE O D&B COMPETITORS Following is a listing of D&B's principal competitors as of January 1, 2004 For the purposes of the Agreement, "D&B Competitors" includes all Affiliates (as defined in the Agreement) of the entities listed below. Unless otherwise stated below, the principal geographic market of each entity is the United States, or it is engaged in business in multiple markets. In any event, each listed entity and its Affiliates shall be considered to be D&B Competitors in all markets in which they conduct business. ENTITY NAME PRINCIPAL GEOGRAPHIC MARKET(S) * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. O-1 ENTITY NAME PRINCIPAL GEOGRAPHIC MARKET(S) * * B&B IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. O-2 ENTITY NAME PRINCIPAL GEOGRAPHIC MARKET(S) * * D&B / IBM Confidential * Text redacted pursuant to application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the Securities and Exchange Commission. O3