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BUSINESS PROCESS SERVICES AGREEMENT
BETWEEN
THE DUN & BRADSTREET CORPORATION (D&B)
AND
INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM)
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OCTOBER 15, 2004
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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
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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
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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
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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
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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
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Exhibit M-1 Software
Schedule N [Reserved]
Schedule O D&B Competitors
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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;
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(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.
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(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.
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(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.
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(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.
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(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
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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
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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
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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.
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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
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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
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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).
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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.
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(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
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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
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(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
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* Text redacted pursuant to application for 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).
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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
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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.
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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.
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(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.
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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
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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.
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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
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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
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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
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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
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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
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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
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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);
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(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.
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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;
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(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).
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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.
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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]
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(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
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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
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(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.
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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.
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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
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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.
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(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.
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(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;
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(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;
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(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.
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(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.
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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.
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(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
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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
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(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;
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(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;
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(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;
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(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
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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.
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(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
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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;
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(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);
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(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
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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:
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(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;
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(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;
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(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;
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(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
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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.
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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.
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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.
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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;
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(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.
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(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;
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(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;
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(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
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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
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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
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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.
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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
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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.
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(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;
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(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;
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(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
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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
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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.
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(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.
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(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.
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(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
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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.
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(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:
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(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.
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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.
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(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.
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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.
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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.
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(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.
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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
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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
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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.
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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
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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.
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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
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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
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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.
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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
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(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
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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
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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
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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
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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
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(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
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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
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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
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live" support period
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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
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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.
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(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.
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(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-
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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.
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(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.
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(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.
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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).
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(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:
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(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:
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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
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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.
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(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.
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(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
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(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
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(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
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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
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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
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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
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[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
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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
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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
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(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
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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
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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.
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(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
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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
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- 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
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- 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
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- 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
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(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
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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
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(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
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- 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.
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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.
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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
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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]
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(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)
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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
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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.
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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
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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).
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(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.
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(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
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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.
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(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
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- 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.
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(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
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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.
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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
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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
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- 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
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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
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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.
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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
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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
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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
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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
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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
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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]
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(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).
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(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).
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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
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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;
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- 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;
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- 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.
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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
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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.
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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
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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.
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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
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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
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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
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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.
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IBM SOLUTION DOCUMENT: SARBANES OXLEY AND QUALITY & CONTROLS
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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
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- - 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
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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.
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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.
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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
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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
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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
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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
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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
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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:
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A-6-5-7
D&B NETWORK ARCHITECHTURE
IBM DELIVERY CENTER CONNECTIVITY
PHASE 1 AND PHASE 2 (WITHOUT TRANSITION SITES)
[GRAPHIC]
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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.
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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.
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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.
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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
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- 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
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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
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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
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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
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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:
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[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
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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
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[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.
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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
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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
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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
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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
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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
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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.
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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.
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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
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D&B FACILITIES
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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
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CONTACT CENTER
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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
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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
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CONTACT CENTER BASELINE IBM 'TARGET'
D&B LOCATION FUNCTION LANGUAGE FTE REBADGED LOCATION
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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
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DATA PROGRAMMING
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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
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DATA PROGRAMMING BASELINE REBATE IBM 'TARGET'
D&B LOCATION FUNCTION LANGUAGE FTE LOCATION
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TRANSACTION PROCESSING
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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
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FINANCE PROCESSING SERVICES
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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
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FINANCE PROCESSING BASELINE IBM 'TARGET'
D&B LOCATION SERVICES FUNCTION LANGUAGE FTE LOCATION
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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
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INFRASTRUCTURE
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HUMAN RESOURCES
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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
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GOVERNANCE ORGANIZATIONAL STRUCTURE
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EXECUTIVE STEERING COMMITTEE
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TRANSITION MANAGEMENT ADVISORY BOARD
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IBM TRANSITION FUNCTION TEAM(S)
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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
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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
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COMMUNICATIONS MANAGEMENT
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MEETING TITLE FREQUENCY. US SCHEDULE EU SCHEDULE
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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
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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
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D&B LOCATION CONTACT CENTER FUNCTION LANGUAGE IBM SME'S D&B SMES IBM 'TARGET' LOCATION
- --------------------------------------------------------------------------------------------------------------------------------
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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
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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
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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
- -----------------------------------------------------------------------------------------------------------------------
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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
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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
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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
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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
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DEPENDENCIES ON D&B
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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
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DATA PROGRAMMING IBM 'TARGET'
D&B LOCATION FUNCTION LANGUAGE IBM SMES D&B SMES LOCATION
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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
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MILESTONES
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TRANSITION WORK AREA MILESTONE DELIVERABLE(S) TARGET DATE
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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
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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
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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
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TRANSACTION
PROCESSING IBM D&B IBM 'TARGET'
D&B LOCATION FUNCTION LANGUAGE SMES SMES LOCATION
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High Wycombe, UK * * * * *
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Milan * * * * *
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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
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TRANSITION TARGET
WORK AREA MILESTONE DELIVERABLE(S) DATE
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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
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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
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PROCESS TRANSFORMATION CONSULTING PROGRAM
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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
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FINANCIAL PROCESSING IBM IBM 'TARGET'
D&B LOCATION SERVICES FUNCTION LANGUAGE SMES D&B SMES * LOCATION
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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
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DEPENDENCIES AND TRANSITION PRINCIPLES
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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
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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
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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
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DATA AND APPLICATIONS:
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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
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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
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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
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24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately
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A-7-1-44
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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
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D&B / Confidential
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24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately
with the Securities and Exchange Commission.
A-7-1-46
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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
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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
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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
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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
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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.
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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
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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
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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
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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.
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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
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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.
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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
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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;
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- 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
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[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.
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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
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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
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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).
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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
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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
- ------------------------------------------------------------------------------------------------------------------------------
* * - *
- *
- *
- *
- *
- *
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- *
- *
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- *
- *
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
- ---------------------------------------------------------------------------------------------------------------------------------
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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
- ----------------------------------------------------------------------------------------------------------------------------------
- *
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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
- ------------------------------------------------------------------------------------------------------------------------------
* - *
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- *
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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
- ------------------------------------------------------------------------------------------------------------------------------
- *
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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
- --------------------------------------------------------------------------------------------------------------------------------
* - *
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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
- -------------------------------------------------------------------------------------------------------------------------
* - *
- *
- *
* - *
* *
- *
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- *
*
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
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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
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(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.
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(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.
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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
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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.
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(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).
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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.
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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).
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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
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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.
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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
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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.
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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.
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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.
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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.
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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)
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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
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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
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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.
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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
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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
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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.
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(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
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(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
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(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.
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(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
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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.
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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%.
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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.
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** 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
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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.
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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
- ---------------------------------------------------------------------------------------------------------------------------------
* * * * * * * * * * * *
* * * * * * * * * * * *
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* * * * * * * * * * * *
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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
- ----------------------------------------------------------------------------------------------------------------------
* * * * * * * * * * *
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* * * * * * * * * * *
Start DSO
(rolling Avg) Qrt-2 Qrt-3 Qrt-4 Qrt-5 Qrt-6 Qrt-7 Qrt-8 Qrt-9 Qrt-10
- ------------------------------------------------------------------------------------------------------------------------------------
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* * * * * * * * * * * *
(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
- --------------------------------------------------------------------------------------------------------------------------------
* * * * * * * * * * * *
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* * * * * * * * * * * *
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
- ------------------------------------------------------------------------------------------------------------------------------------
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* * * * * * * * * * * *
* Text redacted pursuant to application for 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
- ------------------------------------------------------------------------------------------------------------------------------------
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* * * * * * * * * * * *
Qrt8 Qrt9 Qrt10
May-06 Jun-06 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07
- ------------------------------------------------------------------------------------------------------------------------
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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
- ----------------------------------------------------------------------------------------------------------------------------------
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* * * * * * * * * * * *
* Text redacted pursuant to application for 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
- ----------------------------------------------------------------------------------------------------------------------------------
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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
* * * * * * * * * *
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* * * * * * * * * *
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* * * * * * * * * *
* * * * * * * * * *
* * * * * * * * * *
* * * * * * * * * *
* * * * * * * * * *
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
------ ----- --- -------- --- ------- ---- ----- ----- ------ ------- ---- -----------
* * * * * * * * * * * * * *
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* * * * * * * * * * * * * *
* * * * * * * * * * * * * *
* * * * * * * * * * * * * * 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
------ ----- ------ -----
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* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
*
*
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
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
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
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* * * * * *
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* * * * * *
* * * * * *
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* * * * * *
* * * * *
* * * * *
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* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
* * * * *
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
------------- ----------- ----------- -------- --- ------- ---- -----
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
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* * * * * * * * *
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* * * * * * * * *
* * * * * * * * *
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* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
* * * * * * * * *
*
* Text redacted pursuant to application for 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
----- ------ ------- ---- ----------- ------ ------
* * * * * * * * * *
* * * * * * * * * *
* * * * * * * * * *
* * * * * * * * * *
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* * * * * * * * *
- --------------------------------------------------------
* Text redacted pursuant to application for Confidential Treatment under Rule
24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately
with the Securities and Exchange Commission.
* * * * * *
* * * * * *
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* Text redacted pursuant to application for 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
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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
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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
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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).
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(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
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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
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(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
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(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
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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
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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
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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;
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(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).
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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
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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
---- --------- ---------------- ------------------- ---------------
*
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
*
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
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* Text redacted pursuant to application for 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
--------------- -------------- ------- -------- -------------
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* Text redacted pursuant to application for 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
--------------- -------- ------------ ------------- ------------
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Data Programming
------------------------------------------------------------------
D&B Site Supplier Site
------------------ ----------------------------------------------
Trade US Trade EU Canada Delivery Europe Delivery RMS Delivery
-------- -------- --------------- --------------- ------------
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* Text redacted pursuant to application for 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
------------- ------------ -------- -------- ------ ---------
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* Text redacted pursuant to application for 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
----------- ----------------- ---------------- --------------
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* Text redacted pursuant to application for 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
------ --------- ----------- -------------------------------
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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
---------------- -------------- ---------- -------------
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* Text redacted pursuant to application for 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)
- ------------------------------------------------------------------------------------------------------------------------------------
* * * *` * * * * *
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EUROPE (EUROS)
- ------------------------------------------------------------------------------------------------------------------------------------
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US (USD) *
- ------------------------------------------------------------------------------------------------------------------------------------
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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
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D&B / IBM CONFIDENTIAL
C11-3
AC AD AE AF AG AH
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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)
- ------------------------------------------------------------------------------------------------------------------------------------
* * * *` * * * * *
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EUROPE (EUROS)
- ------------------------------------------------------------------------------------------------------------------------------------
* * * *` * * * * *
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US (USD) *
- ------------------------------------------------------------------------------------------------------------------------------------
* * * *` * * * * *
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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
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D&B / IBM CONFIDENTIAL
C11-6
AC AD AE AF AG AH
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30
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39
40
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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
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40
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D&B / IBM CONFIDENTIAL
C11-9
AC AD AE AF AG AH
1
2
3
4
5
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8
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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
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D&B / IBM CONFIDENTIAL
C11-12
AC AD AE AF AG AH
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2
3
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5
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8
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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
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(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
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(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
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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: ________________________________
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NAME: ______________________________ Name: ______________________________
DATE: ______________________________ DATE: ______________________________
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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
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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:
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(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.
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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
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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.
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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.
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*
(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.
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(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.
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*
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.
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*
(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.
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*
(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.
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*
(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.
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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.
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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: ______________________________
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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.
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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
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H-1
EXHIBITS
H-1 Offshore Processing
H-2 Qualifications to the Standard Contractual Clauses
H-3 Model Contract
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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
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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".
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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);
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(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
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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
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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.
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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.
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(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
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(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
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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
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
- ------------------------ --------------------- ---------------------- --------------------- ---------------------
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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.
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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
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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
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____ 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
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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)
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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)
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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):
.................................................................................
.................................................................................
.................................................................................
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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
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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
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____ 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:
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____ 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
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SCHEDULE I
[RESERVED]
D&B / IBM Confidential
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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