As filed with the Securities and Exchange Commission on April 13, 2007
Registration No. 333-141952
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
Amendment No. 1
to

FORM S-1
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
VIRTUSA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
         
Delaware   7371   04-3512883
(State or Other Jurisdiction of
Incorporation or Organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
 
2000 West Park Drive
Westborough, Massachusetts 01581
(508) 389-7300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
 
 
Kris Canekeratne
Chairman and Chief Executive Officer
2000 West Park Drive
Westborough, Massachusetts 01581
(508) 389-7300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
 
 
 
Copies to:
         
John J. Egan III, Esq.
Edward A. King, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000 		 
Paul D. Tutun, Esq.
Vice President and General Counsel
2000 West Park Drive
Westborough, Massachusetts 01581
(508) 389-7300 		  John A. Burgess, Esq.
James R. Burke, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
 
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), shall determine.
 

 

 
EXPLANATORY NOTE
 
This Amendment No. 1 to the Registration Statement on Form S-1 (the “Form S-1”) of Virtusa Corporation is being filed solely for the purpose of adding Exhibits to the original filing of the Form S-1, filed on April 6, 2007. Other than the addition of exhibits and corresponding changes to the exhibit index and signature page, the remainder of the Form S-1 is unchanged. The Prospectus portion of the Form S-1 is not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as of the original filing date of the Form S-1 and does not reflect events occurring after the filing date of the original Form S-1, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.

 

PART II
 
Information not required in prospectus
 
Item 13.   Other expenses of issuance and distribution.
 
The following table sets forth the expenses, other than underwriting discounts and commissions, all of which will be payable by us. All amounts are estimated except the Securities and Exchange Commission registration fee and the National Association of Securities Dealers, or NASD filing fees.
 
       
    Amount
 
Securities and Exchange Commission registration fee
  $ 2,825
NASD filing fee
    9,700
The NASDAQ Global Market listing fee
    100,000
Printing and engraving expenses
    *
Legal fees and expenses
    *
Accounting fees and expenses
    *
Blue sky fees and expenses (including legal fees)
    *
Transfer agent and registrar fees and expenses
    *
Miscellaneous
    *
Total expenses
  $ *
 
 
 
* To be filed by amendment.
 
Item 14.  Indemnification of directors and officers.
 
Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred


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by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.
 
Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the Delaware General Corporation Law.
 
Article VII of our certificate of incorporation, provides that no director of our company shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) in respect of unlawful dividend payments or stock redemptions or repurchases, or (4) for any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation provides that if the Delaware General Corporation Law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of our company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
 
Article VII of the certificate of incorporation further provides that any repeal or modification of such article by our stockholders or an amendment to the Delaware General Corporation Law will not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or modification.
 
Article V of our by-laws, provides that we will indemnify each of our directors and officers and, in the discretion of our board of directors, certain employees, to the fullest extent permitted by the Delaware General Corporation Law as the same may be amended (except that in the case of an amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted us to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a party because he or she is or was serving as a director, officer or employee of our company, or at our request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal


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proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article V of the by-laws further provides for the advancement of expenses to each of our directors and, in the discretion of the board of directors, to certain officers and employees.
 
In addition, Article V of the by-laws provides that the right of each of our directors and officers to indemnification and advancement of expenses shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation or by-laws, agreement, vote of stockholders or otherwise. Furthermore, Article V of the by-laws authorizes us to provide insurance for our directors, officers and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under the Delaware General Corporation Law or the provisions of Article V of the by-laws.
 
In connection with the sale of common stock being registered hereby, we intend to enter into indemnification agreements with each of our directors and our executive officers. These agreements will provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and the certificate of incorporation and by-laws.
 
We also maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.
 
In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities.
 
Item 15.    Recent sales of unregistered securities.
 
In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:
 
Issuances of capital stock
 
In February 2004, we raised approximately $20 million through the issuance of 7,458,494 shares of series D convertible participating preferred stock. Each share of series D convertible participating preferred stock will convert into one share of common stock upon the closing of this offering. No underwriters were used in this transaction.
 
In October 2004, in connection with Mr. Maheu joining our board of directors, we issued and sold to TNR Partnership, a trust whose general partner is the spouse of Mr. Maheu, an aggregate of 15,000 shares of our common stock at $2.20 per share for aggregate consideration of $33,000.
 
In October 2004, in connection with Mr. Trust joining our board of directors, we issued and sold to Mr. Trust an aggregate of 660,438 shares of our common stock at $2.20 per share for aggregate consideration of $1,452,964.
 
In February 2006, we issued and sold to TNR Partnership an aggregate of 35,870 shares of our common stock at $0.92 per share for aggregate consideration of $33,000.


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In February 2006, we issued and sold to the Martin Trust Florida Intangible Tax Trust (a trust created on behalf of Mr. Trust) an aggregate of 796,938 shares of our common stock at $0.92 per share for an aggregate consideration of $733,183.
 
In August 2006, in connection with Mr. Moriarty joining our board of directors, we issued and sold to Mr. Moriarty an aggregate 275,022 shares of our common stock at $1.34 per share for an aggregate consideration of $368,529.
 
In March 2007, we issued and sold to a wholly-owned subsidiary of BT an aggregate of 2,875,869 shares of common stock at a per share price of $3.92 for aggregate consideration of $11.3 million.
 
Each of the foregoing sales of securities were made in reliance upon the exemption for registration provided by Section 4(2) of the Securities Act (and/or Regulation D promulgated thereunder) for transactions by an issuer not involving a public offering. All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
 
Grants and exercise of stock options’ awards of restricted stock
 
Since April 1, 2004, we granted options to purchase an aggregate of 1,809,188 shares of common stock with exercise prices ranging from $0.76 to $3.22 per share to employees located in India, Sri Lanka and the United Kingdom pursuant to our 2000 Stock Option Plan. Since July 2005, we granted 816,009 SARS with exercise prices ranging from $0.50 to $3.22 to employees located in India and Sri Lanka pursuant to our SAR Plan. We believe that the issuances of these options and SARs were exempt from the registration requirements of the Securities Act by virtue of the exemption set forth in Regulation S under the Securities Act for sales of securities to non-U.S. persons in offshore transactions. Each of those option and SAR recipients was a non-U.S. person at the time the options and SARs were granted and we obtained appropriate representations and covenants to ensure compliance with the requirements of Regulation S.
 
From April 1, 2004 through June 2005, we granted options pursuant to our 2000 Stock Option Plan to purchase an aggregate of 2,481,318 shares of common stock with exercise prices ranging from $0.95 to $2.30 per share to officers, employees, non-employee directors and consultants located in the United States. We believe that these grants were exempt from the registration requirements of the Securities Act by virtue of a “no-sale” theory under Section 5 of the Securities Act, since none of the option recipients provided any consideration for the grants (the sale of the underlying option shares will only occur when the option is exercised and the purchase price is paid to us). We also believe the grants are exempt from registration under Section 4(2) of the Securities Act (and/or Regulation D promulgated thereunder) for transactions by an issuer not involving a public offering.
 
From July 2005 through February 27, 2007, we granted options to purchase an aggregate of 2,083,257 shares of common stock with exercise prices ranging from $0.76 to $3.22 per share to employees, consultants and non-employee directors located in the U.S. pursuant to our 2000 Stock Option Plan. We believe that these grants are exempt from registration under the Securities Act by virtue of the exemption available under Rule 701 of the Securities Act for securities offered under compensatory plans. With regard to our reliance on Rule 701, all such option grants were to employees, consultants and directors pursuant to compensatory benefit


II-4

 

plans and contracts relating to compensation as provided under Rule 701. We also believe that the grants are exempt from the registration requirements of the Securities Act by virtue of a “no-sale” theory under Section 5 of the Securities Act, since none of the option recipients provided any consideration for the grants (the sale of the underlying option shares will only occur when the option is exercised and the purchase price is paid to us). In addition, we believe that the grants were exempt from registration under Section 4(2) of the Securities Act (and/or Regulation D promulgated thereunder) for transactions by an issuer not involving a public offering.
 
On September 22, 2004, we granted options to purchase an aggregate of 2,720,144 shares of common stock with an exercise price of $2.20 per share to an officer and a non-employee director outside of our 2000 Stock Plan. Of these option grants, in November 2005, we repriced the stock option to the officer that was exercisable for 2,500,000 shares of common stock from $2.20 to $0.76 per share. We believe that these grants are exempt from registration under Section 4(2) of the Securities Act (and/or Regulation D promulgated thereunder) for transactions by an issuer not involving a public offering.
 
From November 4, 2005 to December 31, 2006, we issued 80,062 shares of common stock upon the exercise by six individuals of options described in the second and third paragraph above with exercise prices ranging from $0.50 to $2.00 per share. We believe that these issuances are exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act (and/or Rule 701 of the Securities Act and/or Section 4(2) of the Securities Act (and/or Regulation D promulgated thereunder) for transactions by an issuer not involving a public offering.
 
Warrants
 
We have not issued any warrants in the three years preceding this offering.
 
Item 16.   Exhibits and Financial Statement Schedule.
 
(a) Exhibits.
 
The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.


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(b) Financial Statement Schedule.
 
Virtusa Corporation and subsidiaries
Schedule II—Valuation and Qualifying Accounts
For the years ended March 31, 2004, 2005 and 2006 and the nine months
ended December 31, 2005 and 2006
(in thousands)
 
                         
    Balance at
  Charged to
      Balance at
    beginning of
  costs and
  Deductions/
  end of
Description   period   expenses   other   period
 
Accounts receivable allowance for doubtful accounts:
                       
Year ended March 31, 2004
  $ 76   $ 31   $ 31   $ 76
Year ended March 31, 2005
  $ 76   $ 110   $ 97   $ 89
Year ended March 31, 2006
  $ 89   $ 326   $ —   $ 415
Nine months ended December 31, 2005 (unaudited)
  $ 89   $ 320   $ —   $ 409
Nine months ended December 31, 2006 (unaudited)
  $ 415   $ 168   $ 185   $ 398
 
 
 
Item 17.   Undertakings.
 
(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
 
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
(c) The undersigned registrant hereby undertakes that:
 
(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.


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(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


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Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westborough, Commonwealth of Massachusetts, on the 13th day of April 2007.
 
VIRTUSA CORPORATION
 
  By: 
/s/   Kris A. Canekeratne
Kris A. Canekeratne
Chairman and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 13, 2007.
 
         
Signature
 
Title
 
/s/   Kris A. Canekeratne

Kris A. Canekeratne 		  Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
     
/s/   Danford F. Smith

Danford F. Smith 		  President, Chief Operating Officer and Director
     
/s/   Thomas R. Holler

Thomas R. Holler 		  Executive Vice President of Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
     
*

Robert E. Davoli 		  Director
     
*

Andrew P. Goldfarb 		  Director
     
*

Izhar Armony 		  Director
     
*

Ronald T. Maheu 		  Director
     
*

Martin Trust 		  Director
     
*

Rowland T. Moriarty 		  Director
         
*By:  
/s/   Thomas R. Holler

Thomas R. Holler
Attorney-in-fact 		   


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Exhibit index
 
         
Exhibit no.
 
Exhibit index
 
  1 .1*   Form of Underwriting Agreement
  3 .1**   Form of Sixth Amended and Restated Certificate of Incorporation of the Registrant
  3 .2**   Amended and Restated By-laws of the Registrant
  3 .3**   Form of Seventh Amended and Restated Certificate of Incorporation of the Registrant (to be filed following the closing of this offering)
  4 .1*   Specimen Certificate evidencing shares of common stock
  4 .2**   Fourth Amended and Restated Registration Rights Agreement by and among the Registrant and the Investors named therein, dated as of March 29, 2007
  5 .1*   Opinion of Goodwin Procter LLP
  10 .1   Warrant by and between Registrant and Silicon Valley Bank, dated as of April 9, 2001, as amended
  10 .2   Warrant by and between Registrant and Silicon Valley Bank, dated as of February 27, 2002, as amended
  10 .3**   Lease Agreement by and between the Registrant and W9/TIB Real Estate Limited Partnership, dated June 2000, as amended by a First Amendment thereto, dated November 2000, and a Second Amendment and Extension of Lease thereto, dated December 30, 2003
  10 .4**   Amended and Restated 2000 Stock Option Plan and forms of agreements thereunder
  10 .5**   2005 Stock Appreciation Rights Plan and form of agreement thereunder
  10 .6†   Material Service Provider Agreement by and between the Registrant and JPMorgan Chase Bank, N.A., dated December 6, 2004, as ameded
  10 .7**   Form of Indemnification Agreement between the Registrant and each of its directors
  10 .8†   Provision of IT Services for BT Contract by and between the Registrant and British Telecommunications plc, dated March 29, 2007
  10 .9**   Amended and Restated Credit Agreement between Registrant and Citizens Bank of Massachusetts, dated as of September 29, 2006, including Amended and Restated Revolving Credit Note, Amended and Restated Security Agreement, Negative Pledge Agreement and Stock Pledge Agreement, each dated as of September 29, 2006
  10 .10**   Executive Agreement between the Registrant and Kris Canekeratne dated as of April 5, 2007
  10 .11**   Executive Agreement between the Registrant and Danford F. Smith, dated as of April 5, 2007
  10 .12**   Executive Agreement between the Registrant and Thomas R. Holler, dated as of April 5, 2007
  10 .13   Executive Agreement between the Registrant and Roger Keith Modder, dated as of April 5, 2007
  10 .14   Executive Agreement between the Registrant and T.N. Hari, dated as of April 5, 2007
  10 .15   Co-Developer Agreement and Lease Deed between the Registrant and APIICL, a state government agency in India, dated as of March 2007
  21 .1**   Subsidiaries of Registrant
  23 .1**   Consent of KPMG LLP
  23 .2*   Consent of Goodwin Procter LLP (included in Exhibit 5.1)
  24 .1**   Power of Attorney (included on signature page)
 
 
 
* To be filed by amendment.


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** Previously filed.
 
† Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act.


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Exhibit 10.1

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE STOCK

Issuer: eRunway, Inc., a Delaware corporation Number of Shares: 42,857, subject to adjustment Class of Stock: Series B Convertible Preferred Stock Exercise Price: $1.75 per share, subject to adjustment Issue Date: April 9, 2001
Expiration Date: As provided below

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, this Warrant is issued to Silicon Valley Bank ("Holder") by eRunway, Inc., a Delaware corporation (the "Company").

Subject to the terms and conditions hereinafter set forth, the Holder is entitled upon surrender of this Warrant and the duly executed subscription form annexed hereto as Appendix 1, at the office of the Company, 200 West Park Drive, Westborough, Massachusetts 01581, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company Forty-Two Thousand Eight Hundred Fifty-Seven (42,857) fully paid and non-assessable shares (the "Shares") of the Company's Series B Convertible Preferred Stock, $.01 par value per share (the "Class"), at a purchase price per Share of $1.75 (the "Exercise Price"). Until such time as this Warrant is exercised in full or expires, the Exercise Price and the number Shares are subject to adjustment from time to time as hereinafter provided. This Warrant may be exercised in whole or in part at any time and from time to time until 5:00 PM, Eastern time April 9, 2008 (the "Expiration Date").

The Company and the Holder have as of the date of this Warrant entered into to that certain Loan and Security Agreement (the "Loan Agreement"). Upon the occurrence of the Bridge Loan Maturity Date (as defined in the Loan Agreement), unless (i) the Letters of Credit (as defined in the Loan Agreement) issued under the Section 2.1.2(b) of the Loan Agreement are cash secured or (ii) the aggregate of all Credit Extensions (as defined in the Loan Agreement) is less than or equal to the lesser of (A) the Committed Revolving Line (as defined in the Loan Agreement) or (B) the Borrowing Base (as defined in the Loan Agreement) or (iii) no Letters of Credit issued under said Section 2.1.2(b) are outstanding, (x) the number of Shares that this Warrant is exercisable for shall automatically increase by an amount equal to 11,429 (subject to adjustment in accordance with the provision of Section 2 of this Warrant upon any adjustment that effects the number of Shares), and (y) the number of Shares that this Warrant is exercisable for shall automatically increase by an amount equal to 11,429 (subject to adjustment in accordance with the provision of Section 2 of this Warrant upon any adjustment that effects the number of Shares) for each thirty (30) day period after the Bridge Loan Maturity Date (pro-

rated for periods less than thirty (30) days) until the Company has complied with either (i), (ii) or (iii) above (provided, however, the Holder may, at its sole election, upon written notice to the Company waive its right to any portion of the increase in the number of Shares that this Warrant may be increased by pursuant to this Section). If the number of Shares that this Warrant is exercisable for is increased pursuant to this Section, then the Company shall issue to the Holder a certificate in accordance with Section 2.7 setting forth the increase in the number of Shares underlying this Warrant. Any adjustment to the number of Shares or the Exercise Price pursuant to the provisions of this
Section shall not limit further or additional adjustments pursuant to the provisions set forth below. It is further agreed that the adjustments to the number of Shares hereunder shall not constitute a cure or waiver of any Event of Default under the Loan Agreement and the Holder hereby reserves all rights and remedies it has under the Loan Agreement.

Notwithstanding the foregoing definition of Class, upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Class, including without limitation the consummation of the Company's initial, registered, firm-committed underwritten public offering ("IPO") of its common stock, $.01 par value per share ("Common Stock"), then from and after the date upon which such outstanding shares are so converted, this Warrant shall be exercisable for such number of shares of the Common Stock as shall equal the number of shares of Common Stock into which the Shares would have been converted had the Shares been issued and outstanding immediately prior to such event, and the Exercise Price shall equal the then-applicable per Share conversion price (as determined in accordance with the Company's Certificate of Incorporation, as amended (including without limitation the Certificate of Designation applicable to the same class or series of securities as the Shares)) (the "Certificate").

ARTICLE 1. EXERCISE.

1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Exercise Price for the Shares being purchased.

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4.

1.3 Intentionally Omitted.

1.4 Fair Market Value.

1.4.1 If shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are traded on a nationally recognized securities exchange or over the counter market, the fair market value of a Share shall be the closing price of a share of the

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Class (or the closing price of a share of the Company's stock for which shares of the Class are convertible or exchangeable) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company.

1.4.2 If shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are not traded on a nationally recognized securities exchange or over the counter market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder. The valuation determined by such investment banking firm shall be conclusive in any event.

1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.7 Repurchase on Sale, Merger, or Consolidation of the Company.

1.7.1. "Acquisition". For the purpose of this Warrant, "Acquisition" means any sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Company, or any acquisition, reorganization, consolidation, or merger of the Company where the holders of the Company's outstanding voting equity securities immediately prior to the transaction beneficially own less man 50.1% of the outstanding voting equity securities of the surviving or successor entity immediately following the transaction.

1.7.2. Assumption of Warrant. Upon the closing of any Acquisition the successor or surviving entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Exercise Price shall be adjusted accordingly, and the Exercise Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof.

1.7.3 Purchase Right. Notwithstanding the foregoing, upon the closing of any Acquisition in which the consideration is cash or cash equivalents, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash for an amount equal to (a) the

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fair market value of any consideration that would have been received by Holder in consideration for the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Exercise Price of the Shares, but in no event less than zero.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1 Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class, payable in Common Stock, other securities or any type of property, or subdivides the outstanding shares of the Class into a greater number of shares of the Class, or subdivides the shares of the Class in a transaction that increases the amount of Common Stock into which such shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities or property to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, reorganization or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, reorganization or other event. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, reorganizations or other events.

2.3 Adjustments for Combinations, Etc. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares for which this Warrant is exercisable shall be proportionately decreased.

2.4 No Impairment. The Company shall not, by amendment of the Certificate or its by-laws or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment.

2.5 Adjustments for Dilutive Issuances. In the event of the issuance (a "Dilutive Issuance") by the Company, at any time and from time to time after the Issue Date of the Warrant of securities of the same class or series as the Shares at a price per share less than the Exercise Price, or securities which are convertible into or exercisable or exchangeable for Common Stock at a Common Stock per share conversion or exercise price or exchange rate that is less than the conversion price (as

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determined pursuant to the Certificate) in effect at such date, then the number of shares of Common Stock issuable upon conversion of the Shares shall be adjusted in accordance with such provisions of the Certificate as if the Shares had been issued and outstanding on and as of such date. Under no circumstances shall the aggregate Exercise Price payable by the Holder upon exercise of the Warrant increase as a result of any adjustment arising from a Dilutive Issuance. The provisions set forth for the Shares in the Certificate relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver effects the Holder in the same manner as they effect all other shareholders of the Shares.

2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall he rounded down to the nearest whole Share.

2.7 Certificate as to Adjustments. Upon each adjustment of the Exercise Price, number of class of Shares or number of shares of Common Stock or other securities for which the Shares are convertible or exchangeable, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Exercise Price, number and class of Shares and conversion ratio in effect upon the date thereof and the series of adjustments leading to such Exercise Price, number and class of Shares and conversion ratio.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder as follows:

(a) All Shares which may be issued upon the due exercise of this Warrant, and all Common Stock or other securities, if any, issuable upon due conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(b) The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder of the right to acquire the Shares, have been duly authorized by all necessary corporate action on the part of the Company, and this Warrant Agreement is not inconsistent with the Certificate and/or the Company's by-laws, does not contravene any law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

(c) The authorized capital stock of the Company consists of 72,109,096 shares, consisting of 50,000,000 shares of Common Stock, $.01 par value per share, and 22,109,096 shares of preferred stock, $.01 par value per share, of which 4,043,582 shares have been designated Series A Convertible Preferred Stock, and 9,032,757 shares have been designated Series B Convertible

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Preferred Stock. Schedule 3.1(c) sets forth all of the outstanding shares of common stock and preferred stock and outstanding options, warrants, convertible securities, convertible debentures, and rights to acquire, subscribe for, and/or purchase any Common Stock, preferred stock and/or other capital stock of the Company or any securities or debentures convertible into or exchangeable for Common Stock, preferred stock and/or other capital stock of the Company.

(d) The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued shares such number of shares of its Series B Convertible Preferred Stock and shares of its Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into shares of Common Stock or such other securities.

(e) On and as of the date hereof, (i) $1.75 is the lowest price per share for which shares (or rights to acquire shares) of the Class have been sold or issued by the Company, and (ii) the Common Stock conversion price in effect for shares of the Class as determined pursuant to the Certificate is $1.75.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its capital stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of any of its securities; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 15 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of securities of the Company shall be entitled to receive such dividend, distribution or rights) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 15 days prior written notice of the date when the same will take place (and specifying the date on which the holders of securities of the Company will be entitled to exchange their securities of the Company for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within one-hundred and twenty (120) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) such other financial statements required under and in accordance with any loan documents between Holder and the Company or if there are no such requirements (or if the subject loan(s) no longer are outstanding), then within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

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3.4 Registration Under Securities Act of 1933, as amended. The shares of Common Stock issuable upon conversion of the Shares (and the Shares, at all times when the Shares class is Common Stock) shall have certain registration rights as set forth in that certain Registration Rights Agreement of even date herewith between Holder and the Company (the "Registration Rights Agreement"). The Company represents and warrants to Holder that the Company's execution, delivery and performance of the Registration Rights Agreement (a) has been duly authorized by all necessary corporate action of the Company's Board of Directors, (b) will not violate the Certificate or the Company's by-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound, and (d) does not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of the date of issuance of this Warrant.

ARTICLE 4. MISCELLANEOUS.

4.1 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.4 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if (a) there is no material question as to the availability of current information as referenced in Rule 144(c), (b) Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail,
(c) the selling broker represents that it has complied with Rule 144(f), and (d) the Company is provided with a copy of Holder's notice of proposed sale.

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4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant and/or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) at any time to Silicon Valley Bancshares or The Silicon Valley Bank Foundation, or, to any other transferee by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or sent by electronic facsimile transmission, express overnight courier service, or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such holder from time to time, but in all cases, unless instructed in writing otherwise, the Company shall deliver a copy of all notices to Holder to Silicon Valley Bank, Treasury Department, 3003 Tasman Drive, HA-200, Santa Clara, California 95054.

4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.7 Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees.

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4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. 

                                        "COMPANY"

ATTEST:                                 ERUNWAY, INC.


By:                                     By: /s/ Jack Steinkrauss
    ---------------------------------       ------------------------------------
Name:                                   Name: JACK STEINKRAUSS
      -------------------------------   Title: SVP
Title:
       ------------------------------

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APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase _____________ shares of the ________________ stock of__________________________ pursuant to Section 1.1 of the attached Warrant, and tenders herewith payment of the Exercise Price of such shares in full.

1. The undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.2 of the attached Warrant. This conversion is exercised with respect to _______________ of shares of the _________________ Stock of ______________________.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.

(Signature)

(Date)

AMENDMENT TO WARRANT

THIS AMENDMENT TO WARRANT is entered into between SVB FINANCIAL GROUP ("Holder") and VIRTUSA, INC. (the "Company"), formally known as eRunway, Inc. as of March 23, 2007.

The Parties agree to amend the Warrant to Purchase Stock issued by the Company to Silicon Valley Bank on April 9, 2001 and assigned to Holder and with a copy of such Warrant being attached hereto as Exhibit A (the "Warrant"). Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Warrant.

1. CHANGE IN "CLASS OF STOCK".

(a) The Class of Stock of the Warrant is listed on the Warrant as "Series B Convertible Preferred Stock". It is agreed that such Class of Stock is "Common Stock".

2. GENERAL PROVISIONS. This Amendment, the Warrant, and the other written documents and agreements between Holder and the Company set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Warrant shall continue in full force and effect and the same are hereby ratified and confirmed. 

COMPANY:                                HOLDER:

VIRTUSA, INC.                           SVB FINANCIAL GROUP


BY /S/ CHIP SPEICHER                    BY /S/ NORMAN CUTLER
   ----------------------------------      -------------------------------------
   CHIP SPEICHER, CONTROLLER               NORMAN CUTLER, DERIVATIVES MANAGER

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ADDENDUM TO AMENDMENT NO. 1 TO WARRANTS TO PURCHASE COMMON STOCK

Reference is made to those certain Amendment Nos. 1 (collectively, the "Amendments"), dated as of March 23, 2007, to each of the Warrants to Purchase Stock, issued to the SVB FINANCIAL GROUP ("Holder") by VIRTUSA CORPORATION (the "Company"), dated as of April 9, 2001 (the "April 2001 Warrant") and dated as of February 27, 2002 (the "February 2002 Warrant", and together with the April 2001 Warrant, the "Warrants").

WHEREAS, the April 2001 Warrant and February 2002 Warrant were originally exercisable for an aggregate of 102,857 shares of series B preferred convertible stock ("Series B Preferred"), at an exercise price of $1.75 per share, which shares of Series B Preferred are convertible into 116,882 shares of common stock pursuant to the terms of the Company's certificate of incorporation; and

Whereas, the Amendments amended the April 2001 Warrant and February 2002 Warrant to provide that such Warrants would be exercisable for common stock rather than Series B Preferred; and

Whereas, the parties contemplated that the Warrants, as amended pursuant to the Amendments to purchase common stock rather than Series B Preferred, would be exercisable for the number of shares of common stock into which such Series B Preferred would be convertible pursuant to the terms of the Series B Preferred in effect as of the date of the Amendment.

Accordingly, for the avoidance of doubt, the April 2001 Warrant and February 2002 Warrant, by virtue of the Amendment, and giving effect to the terms of the series B convertible preferred stock, became automatically exercisable to purchase up to 48,701 and 68,181 shares of common stock of the Company, respectively, each at an exercise price of $1.75 per share.

This Addendum, the Amendments, the Warrants, and the other written documents and agreements between Holder and the Company set forth in full all of the representations, terms, and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof.

All of the terms and provisions of the Warrants, as amended, shall continue in full force and effect and the same are hereby ratified and confirmed. 

COMPANY:                              HOLDER:

VIRTUSA CORPORATION                   SVB FINANCIAL GROUP



BY  /S/THOMAS HOLLER                  BY /S/ NORMAN CUTLER
    ------------------------------       ----------------------------------
    THOMAS HOLLER, CFO                   NORMAN CUTLER, DERIVATIVES MANAGER

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Exhibit 10.2

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE STOCK.

Issuer: eRunway, Inc., a Delaware corporation Number of Shares: 60,000, subject to adjustment Class of Stock: Series B Convertible Preferred Stock Exercise Price: $1.75 per share, subject to adjustment Issue Date: February 27, 2002
Expiration Date: February 27, 2009

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, this Warrant is issued to Silicon Valley Bank ("Holder") by eRunway, Inc., a Delaware corporation (the "Company").

Subject to the terms and conditions hereinafter set forth, the Holder is entitled upon surrender of this Warrant and the duly executed subscription form annexed hereto as Appendix I, at the office of the Company, 200 West Park Drive, Westborough, Massachusetts 01581, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company Sixty Thousand (60,000) fully paid and non-assessable shares (the "Shares") of the Company's Series B Convertible Preferred Stock, $.01 par value per share (the "Class"), at a purchase price per Share of $1.75 (the "Exercise Price"). Until such time as this Warrant is exercised in full or expires, the Exercise Price and the number Shares are subject to adjustment from time to time as hereinafter provided. Subject to the provisions set forth below, this Warrant may be exercised in whole or in part at any time and from time to time until 5:00 PM, Eastern time on the Expiration Date first set forth above.

In the event a Full Qualified Financing (as defined below) occurs on or before the Qualified Financing Date (as defined below), then this Warrant shall automatically expire on and as of the date of the consummation of such Full Qualified Financing. In the event a Partial Qualified Financing (as defined below) occurs on or before the Qualified Financing Date, then the number of Shares that this Warrant is exercisable for shall automatically be reduced by 33.33% as of the date of the consummation of the Partial Qualified Financing. "Full Qualified Financing" means the first sale or issuance by the Company after the Issue Date of this Warrant, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior convertible equity securities to one or more investors resulting in gross cash proceeds to the Company of at least Five Million Dollars ($5,000,000.00) (excluding amounts received from the conversions of any convertible debt securities of the Company outstanding on and as of the issue date of this Warrant). "Partial Qualified Financing" means the first sale or issuance by the Company after the Issue Date of this Warrant, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior convertible equity securities to one or more investors resulting in gross cash proceeds to the Company of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) (excluding amounts received from the conversions of any convertible debt securities of the Company outstanding on and as of the issue date of this Warrant), but less than Five Million Dollars ($5,000,000.00) (excluding amounts received from the conversions of any convertible debt securities of

the Company outstanding on and as of the issue date of this Warrant). "Qualified Financing Date" means March 31, 2002.

Notwithstanding the foregoing definition of Class, upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Class, including without limitation the consummation of the Company's initial, registered, firm-committed underwritten public offering ("IPO") of its common stock, $.01 par value per share ("Common Stock"), then from and after the date upon which such outstanding shares are so converted, this Warrant shall be exercisable for such number of shares of the Common Stock as shall equal the number of shares of Common Stock into which the Shares would have been converted had the Shares been issued and outstanding immediately prior to such event, and the Exercise Price shall equal the then-applicable per Share conversion price (as determined in accordance with the Company's Certificate of Incorporation, as amended (including without limitation the Certificate of Designation applicable to the same class or series of securities as the Shares)
(the "Certificate"))

ARTICLE 1. EXERCISE.

1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix I to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Exercise Price for the Shares being purchased.

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4.

1.3 Intentionally Omitted.

1.4 Fair Market Value.

1.4.1 If shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are traded on a nationally recognized securities exchange or over the counter market, the fair market value of a Share shall be the closing price of a share of the Class (or the closing price of a share of the Company's stock for which shares of the Class are convertible or exchangeable) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company.

1.4.2 If shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are not traded on a nationally recognized securities exchange or over the counter market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder. The valuation determined by such investment banking firm shall be conclusive in any event.

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1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a replacement warrant of like tenor.

1.7 Repurchase on Sale, Merger, or Consolidation of the Company.

1.7.1. "Acquisition". For the purpose of this Warrant, "Acquisition" means any sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Company, or any acquisition, reorganization, consolidation, or merger of the Company where the holders of the Company's outstanding voting equity securities immediately prior to the transaction beneficially own less than 50.1% of the outstanding voting equity securities of the surviving or successor entity immediately following the transaction.

1.7.2. Assumption of Warrant. Upon the closing of any Acquisition the successor or surviving entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Exercise Price shall be adjusted accordingly, and the Exercise Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof.

1.7.3 Purchase Right. Notwithstanding the foregoing, upon the closing of any Acquisition in which the consideration is cash or cash equivalents, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash for an amount equal to (a) the fair market value of any consideration that would have been received by Holder in consideration for the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Exercise Price of the Shares, but in no event less than zero.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1 Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class, payable in Common Stock, other securities or any type of property, or subdivides the outstanding shares of the Class into a greater number of shares of the Class, or subdivides the shares of the Class in a transaction that increases the amount of Common Stock into which such shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities or property to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, reorganization or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, reorganization or other event. The

3

Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, reorganizations or other events.

2.3 Adjustments for Combinations, Etc. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares for which this Warrant is exercisable shall be proportionately decreased.

2.4 No Impairment. The Company shall not, by amendment of the Certificate or its by-laws or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment.

2.5 Adjustments for Dilutive Issuances. In the event of the issuance (a "Dilutive Issuance") by the Company, at any time and from time to time after the Issue Date of the Warrant, of securities of the same class or series as the Shares at a price per share less than the Exercise Price, or securities which are convertible into or exercisable or exchangeable for Common Stock at a Common Stock per share conversion or exercise price or exchange rate that is less than the conversion price (as determined pursuant to the Certificate) in effect at such date, then the number of shares of Common Stock issuable upon conversion of the Shares shall be adjusted in accordance with such provisions of the Certificate as if the Shares had been issued and outstanding on and as of such date. Under no circumstances shall the aggregate Exercise Price payable by the Holder upon exercise of the Warrant increase as a result of any adjustment arising from a Dilutive Issuance. The provisions set forth for the Shares in the Certificate relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver effects the Holder in the same manner as they effect all other shareholders of the Shares.

2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share.

2.7 Certificate as to Adjustments. Upon each adjustment of the Exercise Price, number of class of Shares or number of shares of Common Stock or other securities for which the Shares are convertible or exchangeable, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Exercise Price, number and class of Shares and conversion ratio in effect upon the date thereof and the series of adjustments leading to such Exercise Price, number and class of Shares and conversion ratio.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder as follows:

(a) All Shares which may be issued upon the due exercise of this Warrant, and all Common Stock or other securities, if any, issuable upon due conversion of the Shares, shall, upon issuance, be duly

4

authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(b) The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder of the right to acquire the Shares, have been duly authorized by all necessary corporate action on the part of the Company, and this Warrant Agreement is not inconsistent with the Certificate and/or the Company's by-laws, does not contravene any law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

(c) The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued shares such number of shares of its Series B Convertible Preferred Stock and shares of its Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into shares of Common Stock or such other securities.

(d) On and as of the date hereof, (i) $1.75 is the lowest price per share for which shares (or rights to acquire shares) of the Class have been sold or issued by the Company, and (ii) the Common Stock conversion price in effect for shares of the Class as determined pursuant to the Certificate is $1.75.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its capital stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of any of its securities; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 15 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of securities of the Company shall be entitled to receive such dividend, distribution or rights) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 15 days prior written notice of the date when the same will take place (and specifying the date on which the holders of securities of the Company will be entitled to exchange their securities of the Company for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within one-hundred and twenty (120) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) such other financial statements required under and in accordance with any loan documents between Holder and the Company or if there are no such requirements (or if the subject loan(s) no longer are outstanding), then within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements

3.4 Registration Under Securities Act of 1933, as amended. The shares of Common Stock issuable upon conversion of the Shares (and the Shares, at all times when the Shares class is Common Stock) shall have certain registration rights as set forth in that certain Registration Rights Agreement dated as of April 9, 2001 between

5

Holder and the Company, as amended on the date hereof (the "Registration Rights Agreement"). The Company represents and warrants to Holder that the Company's execution, delivery and performance of the Registration Rights Agreement (a) has been duly authorized by all necessary corporate action of the Company's Board of Directors, (b) will not violate the Certificate or the Company's by-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound, and (d) does not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of the date of issuance of this Warrant.

ARTICLE 4. MISCELLANEOUS.

4.1 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.4 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if (a) there is no material question as to the availability of current information as referenced in Rule 144(c), (b) Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail,
(c) the selling broker represents that it has complied with Rule 144(f), and (d) the Company is provided with a copy of Holder's notice of proposed sale.

4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant and/or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) at any time to Silicon Valley Bancshares or The Silicon Valley Bank Foundation, or, to any other transferee by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or sent by electronic facsimile transmission, express overnight courier service, or mailed by first-class registered or certified mail, postage prepaid, at such address

6

as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such holder from time to time, but in all cases, unless instructed in writing otherwise, the Company shall deliver a copy of all notices to Holder to Silicon Valley Bank, Treasury Department, 3003 Tasman Drive, HA-200, Santa Clara, California 95054 telecopier (408) 496-2405.

4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.7 Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

7

4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law. 

                                        "COMPANY"

ATTEST:                                 ERUNWAY, INC.


By: /s/ Thomas R. Holler                By: /s/ Kris Canekeratne
    ---------------------------------       ------------------------------------
Name: Thomas R. Holler                  Name: Kris Canekeratne
Title: CFO                              Title: CEO & PRESIDENT

"HOLDER"

SILICON VALLEY BANK 

By: /s/ John V. Aboff
    ---------------------------------
Name: John V. Aboff
Title: Regional Market Manager

8

APPENDIX I

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase _____ shares of the __________ stock of _______________ pursuant to Section 1.1 of the attached Warrant, and tenders herewith payment of the Exercise Price of such shares in full.

1. The undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.2 of the attached Warrant. This conversion is exercised with respect to __________ of shares of the ____________________ Stock of _______________.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.

(Signature)

(Date)

9

AMENDMENT TO WARRANT

THIS AMENDMENT TO WARRANT is entered into between SVB FINANCIAL GROUP ("Holder") and VIRTUSA, INC. (the "Company"), formally known as eRunway, Inc. as of March 23, 2007.

The Parties agree to amend the Warrant to Purchase Stock issued by the Company to Silicon Valley Bank on April 9, 2001 and assigned to Holder and with a copy of such Warrant being attached hereto as Exhibit A (the "Warrant"). Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Warrant.

1. CHANGE IN "CLASS OF STOCK".

(a) The Class of Stock of the Warrant is listed on the Warrant as "Series B Convertible Preferred Stock". It is agreed that such Class of Stock is "Common Stock".

2. GENERAL PROVISIONS. This Amendment, the Warrant, and the other written documents and agreements between Holder and the Company set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Warrant shall continue in full force and effect and the same are hereby ratified and confirmed. 

COMPANY:                                HOLDER:

VIRTUSA, INC.                           SVB FINANCIAL GROUP


BY /S/ CHIP SPEICHER                    BY /S/ NORMAN CUTLER
   ----------------------------------      -------------------------------------
   CHIP SPEICHER, CONTROLLER               NORMAN CUTLER, DERIVATIVES MANAGER

-1-

ADDENDUM TO AMENDMENT NO. 1 TO WARRANTS TO PURCHASE COMMON STOCK

Reference is made to those certain Amendment Nos. 1 (collectively, the "Amendments"), dated as of March 23, 2007, to each of the Warrants to Purchase Stock, issued to the SVB FINANCIAL GROUP ("Holder") by VIRTUSA CORPORATION (the "Company"), dated as of April 9, 2001 (the "April 2001 Warrant") and dated as of February 27, 2002 (the "February 2002 Warrant", and together with the April 2001 Warrant, the "Warrants").

WHEREAS, the April 2001 Warrant and February 2002 Warrant were originally exercisable for an aggregate of 102,857 shares of series B preferred convertible stock ("Series B Preferred"), at an exercise price of $1.75 per share, which shares of Series B Preferred are convertible into 116,882 shares of common stock pursuant to the terms of the Company's certificate of incorporation; and

Whereas, the Amendments amended the April 2001 Warrant and February 2002 Warrant to provide that such Warrants would be exercisable for common stock rather than Series B Preferred; and

Whereas, the parties contemplated that the Warrants, as amended pursuant to the Amendments to purchase common stock rather than Series B Preferred, would be exercisable for the number of shares of common stock into which such Series B Preferred would be convertible pursuant to the terms of the Series B Preferred in effect as of the date of the Amendment.

Accordingly, for the avoidance of doubt, the April 2001 Warrant and February 2002 Warrant, by virtue of the Amendment, and giving effect to the terms of the series B convertible preferred stock, became automatically exercisable to purchase up to 48,701 and 68,181 shares of common stock of the Company, respectively, each at an exercise price of $1.75 per share.

This Addendum, the Amendments, the Warrants, and the other written documents and agreements between Holder and the Company set forth in full all of the representations, terms, and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof.

All of the terms and provisions of the Warrants, as amended, shall continue in full force and effect and the same are hereby ratified and confirmed. 

COMPANY:                              HOLDER:

VIRTUSA CORPORATION                   SVB FINANCIAL GROUP



BY  /S/ THOMAS HOLLER                 BY /S/ NORMAN CUTLER
    ------------------------------       ----------------------------------
    THOMAS HOLLER, CFO                   NORMAN CUTLER, DERIVATIVES MANAGER

-1-

Exhibit 10.6

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

JPMorgan Chase Agreement No. _________

MASTER SERVICE PROVIDER AGREEMENT

BETWEEN

VIRTUSA CORPORATION

AND

JPMORGAN CHASE BANK

DATED AS OF DECEMBER 6, 2004

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

TABLE OF CONTENTS 

                                                                            PAGE
                                                                            ----
1. DEFINITIONS AND CONSTRUCTION..........................................     1
   1.1   Definitions.....................................................     1
   1.2   References......................................................     9
   1.3   Headings........................................................     9
   1.4   Additional Definitions..........................................     9

2. SERVICES..............................................................    10
   2.1   Scope of the Services Generally.................................    10
   2.2   Performance of Services.........................................    11
   2.3   Increases and Decreases in Services.............................    11
   2.4   Applicable Laws; Country-Specific Legal and Regulatory
            Requirements.................................................    11
   2.5   Third Party Services............................................    12
   2.6   Change Orders...................................................    12

3. SERVICE LEVELS........................................................    13
   3.1   Service Levels..................................................    13
   3.2   Adjustment of Service Levels....................................    13
   3.3   Root-Cause Analysis.............................................    13
   3.4   Measurement and Monitoring......................................    14
   3.5   Continuous Improvement..........................................    14
   3.6   Supplier Service Locations......................................    14

4. COVENANTS AND OBLIGATIONS OF THE PARTIES..............................    15
   4.1   Covenants and Obligations of Supplier...........................    15
   4.2   Covenants and Obligations of JPMC...............................    15

5. PROJECT TEAM..........................................................    16
   5.1   Supplier Personnel..............................................    16
   5.2   Key Personnel...................................................    17
   5.3   Subcontractors..................................................    18
   5.4   Access to Supplier Personnel and Resources......................    19
   5.5   Compliance with JPMC Requirements...............................    19

6. MANAGEMENT AND CONTROL; REPORTING.....................................    21
   6.1   Periodic Meetings...............................................    21
   6.2   Procedures Manual...............................................    21
   6.3   Reports.........................................................    21

7. INTELLECTUAL PROPERTY RIGHTS; WORK PRODUCT; ACCEPTANCE PROCEDURES.....    21
   7.1   Work Product....................................................    21

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 

   7.2   Supplier Tools, Supplier Software and Supplier Machines.........    23
   7.3   Consents........................................................    24
   7.4   JPMC License of Intellectual Property to Perform Services.......    25
   7.5   Limitations.....................................................    25

8. PAYMENTS TO SUPPLIER..................................................    25
   8.1   Fees............................................................    25
   8.2   Payment Schedule and Invoices...................................    26
   8.3   Recurring Costs.................................................    27
   8.4   [************]..................................................    27
   8.5   Increase in Fees................................................    27
   8.6   Audit of Fees...................................................    27

9. TAXES.................................................................    28
   9.1   Responsibility for Paying Taxes, Generally......................    28
   9.2   Segregation of Fees.............................................    29
   9.3   Cooperation.....................................................    29
   9.4   Assessment for Tax Deficiency...................................    29
   9.5   Required Disclosure.............................................    30

10. AUDITS...............................................................    30
   10.1  Audit Processing................................................    30
   10.2  Record Retention................................................    31
   10.3  Facilities......................................................    31

11. CONFIDENTIALITY; COMPLIANCE WITH PRIVACY POLICIES....................    31
   11.1  General Confidentiality Obligations.............................    31
   11.2  JPMC Confidential Information Specifically......................    34
   11.3  Unauthorized Acts...............................................    34
   11.4  Personal Information............................................    35

12. REPRESENTATIONS AND WARRANTIES.......................................    38
   12.1  Representations and Warranties..................................    38
   12.2  Disclaimer......................................................    40

13. INDEMNITIES..........................................................    41
   13.1  Indemnity by JPMC...............................................    41
   13.2  Indemnity by Supplier...........................................    41
   13.3  Indemnification Procedures......................................    42

14. DAMAGES..............................................................    44
   14.1  Direct Damages..................................................    44
   14.2  Limitations on Liability........................................    45

15. INSURANCE AND RISK OF LOSS...........................................    46
   15.1  Insurance.......................................................    46

ii

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 

   15.2  Certificates....................................................    47
   15.3  Policies........................................................    47
   15.4  Risk of Loss....................................................    47

16. TERM; TERMINATION....................................................    47
   16.1  Term............................................................    47
   16.2  Termination for Convenience.....................................    48
   16.3  Termination for Cause...........................................    48
   16.4  Termination for Insolvency; Change of Control...................    48
   16.5  Discontinuance of Services......................................    49
   16.6  Other Terminations..............................................    49

17. END OF TERM ASSISTANCE...............................................    49
   17.1  End of Term Assistance Services.................................    49
   17.2  JPMC'S Third Party Designees....................................    49
   17.3  End of Term Assistance Services Fees............................    49

18. SECURITY; INFORMATION TECHNOLOGY CONTROL POLICIES....................    50
   18.1  Safety and Security Procedures..................................    50
   18.2  Compliance with Security Regulations............................    50
   18.3  Compliance with JPMC Information/Technology Control Policies....    50
   18.4  Access by Regulatory Authorities................................    51
   18.5  Reports & On-Site Review........................................    51
   18.6  Changes that May Affect Services................................    52
   18.7  Ethical Hack....................................................    52
   18.8  Backup Disks....................................................    52
   18.9  Disaster Recovery Plan..........................................    52

19. MISCELLANEOUS PROVISIONS.............................................    53
   19.1  Survival........................................................    53
   19.2  Notices.........................................................    53
   19.3  Assignment, Binding Effect......................................    54
   19.4  Waiver..........................................................    55
   19.5  Entire Agreement; Amendments....................................    55
   19.6  EEOC............................................................    55
   19.7  Publicity.......................................................    55
   19.8  Headings........................................................    55
   19.9  Severability....................................................    56
   19.10 Nondisclosure of Terms..........................................    56
   19.11 Counterparts....................................................    56
   19.12 Regulatory Matters..............................................    56
   19.13 Force Majeure...................................................    56
   19.14 Dispute Resolution..............................................    57
   19.15 Governing Law; Venue............................................    58
   19.16 Relationship of Parties.........................................    58

iii

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 

19.17 Third Party Beneficiaries.......................................    59
19.18 Interpretation of Documents.....................................    59
19.19 No Interference.................................................    59
19.20 Covenant of Further Assurances..................................    59
19.21 Negotiated Terms................................................    59
19.22 Supplier Diversity..............................................    59
      MASTER AGREEMENT EXHIBIT A Task Order Template..................    61
      MASTER AGREEMENT EXHIBIT B Professional Unit....................    73
      MASTER AGREEMENT EXHIBIT C Pre-JPMC Assignment Statement........    74
      MASTER AGREEMENT EXHIBIT D Confidentiality and Non-Disclosure
         Agreement....................................................    77
      MASTER AGREEMENT EXHIBIT E Statement of JPMC Domestic
         Fingerprinting Policy for Contingent Worker Providers/
         Servicing Agencies...........................................    80
      MASTER AGREEMENT EXHIBIT F Statement of JPMC Domestic Drug
         Testing Policy for Contingent Worker Providers/Servicing
         Agencies.....................................................    81
      MASTER AGREEMENT EXHIBIT G Fees.................................    83
      MASTER AGREEMENT EXHIBIT H European Union Privacy Addendum......    84

iv

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

JPMC Agreement No. _______

MASTER SERVICE PROVIDER AGREEMENT

THIS MASTER SERVICE PROVIDER AGREEMENT ("Master Agreement"), dated as of December 6, 2004, is entered into among JPMorgan Chase Bank, with offices located at 270 Park Avenue, New York, NY 10017, and Virtusa Corporation ("Supplier"), with offices located at 2000 West Park Drive, Westborough, MA 01581.

BACKGROUND

From time to time, JPMorgan Chase Bank and/or one its Affiliates (severally and collectively, "JPMC") may request that Supplier perform services including software development, programming, implementation, maintenance, consulting and other services all as detailed in Task Orders (as hereinafter defined). Supplier shall perform such Services in accordance with the Service Levels set forth in each applicable Task Order and develop and deliver Work Product in connection therewith in accordance with the Timetable (as hereinafter defined) and the Specifications (as hereinafter defined), if any, set forth in each applicable Task Order. Supplier desires to provide to JPMC, and JPMC desires to obtain from Supplier the Services and the Work Product described in each Task Order attached hereto and on the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the agreements set forth below, JPMorgan Chase Bank and Supplier agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 DEFINITIONS. The following defined terms as used in this Agreement shall have the meanings specified below:

(a) "Affiliate" of a Party shall mean any entity which Controls, is Controlled by, or is under common Control with the Party specified. The foregoing definition includes any entity that conforms to the definition as of the Agreement Effective Date, as well as any entity that conforms to the definition anytime thereafter.

(b) "Agreement" shall mean, collectively, the: (i) Master Agreement,
(ii) applicable Task Order, and (iii) Agreement Collateral Documents.

(c) "Agreement Collateral Documents" shall mean any and all exhibits, schedules, appendices and other documents attached hereto, other than Task Orders.

(d) "Agreement Effective Date" shall mean the date first set forth in the preamble paragraph above upon which this Agreement becomes binding and enforceable.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(e) "Agreement Year" shall mean each twelve (12) month period during the Agreement Term, commencing on the Agreement Effective Date and on each anniversary of the Agreement Effective Date occurring thereafter.

(f) "Applicable Countries" shall mean all countries where Personal Information is gathered, stored or processed.

(g) "Applicable Laws" shall mean collectively all applicable laws, rules, agency actions, and regulations, including the Regulatory Requirements and any changes, supplements, or replacements to, or for, and interpretations thereof that may relate to the provision of the Services and/or the creation of the Work Product, as such "Applicable Laws" relate to a Party's designated responsibilities under each Task Order.

(h) "Application" shall mean all the elements required for the operation of an application described in a Task Order including: (i) proprietary or other software owned, licensed or developed for JPMC and (ii) Documentation in connection therewith.

(i) "Change in Control" shall mean: (i) a consolidation or merger of an entity, or its parent corporation, into or with any other entity where the original entity, or its parent corporation, is not the surviving entity (but excluding any such merger or consolidation of any entity as to which at least fifty percent (50%) of the outstanding voting securities of the surviving entity are owned by the owners of the original entity, or its parent corporation, immediately prior to the merger or consolidation), (ii) a sale, transfer or other disposition of all, or substantially all, of the assets of an entity, or its parent corporation, in a single transaction or series of related transactions, to any person or entity, or group of related persons or entities, not controlled by the transferring entity or its parent corporation or (iii) the acquisition by any person or entities of beneficial ownership of at least fifty percent (50%) of the outstanding shares of stock of an entity or its parent corporation.

(j) "Claim" shall mean any civil, criminal, administrative or investigative action or proceeding then pending or threatened against either Party.

(k) "Confidential Information" shall mean with respect to:

(i) JPMC, collectively, all data and information disclosed to Supplier, Supplier Personnel, or any Subcontractor in connection with the Services or any request for proposal and related bidding process including Personal Information and non-public information which is learned by Supplier without JPMC's intentional disclosure to it. Such information includes all JPMC Software (regardless of its state of completion or form of recordation), Specifications, Documentation, Work Product, product proposals, financial information, data, source or object code, documentation, manuals, studies, internally devised technology, system or network architecture or topology, security mechanisms, product or processing capacities, revenues, information relating to the business of JPMC (including internal procedures and policies, businesses plans, and products of JPMC), and all other trade secret, confidential or proprietary information and documentation of JPMC or its customers, prospective customers, employees, directors,

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outside directors, retirees, and their respective spouses and families (whether or not it is designated as such), including information which is not permitted to be disclosed to third parties under Applicable Laws;

(ii) Supplier, collectively, all non-public information which (A) Supplier (1) marks as trade secret or confidential information, or (2) claims to JPMC to be trade secret or confidential information, or (3) is recognizable by its nature to be a trade secret or confidential, or (4) is learned by JPMC without Supplier's intentional disclosure to it, or (5) JPMC knows is deemed by Supplier to be its trade secret or confidential information. Such information includes all Supplier Software (regardless of its state of completion or form of recordation), Supplier Tools, product proposals, financial information, data, source or object code, documentation, manuals, studies, and any other materials or information based thereon, and Supplier's businesses plans, policies, procedures, and products, and all confidential or proprietary information and documentation of Supplier (whether or not it is designated as such); provided, however, Work Product shall not be Supplier Confidential Information; and

(iii) each Party, the terms of this Agreement.

(l) "Control" of an entity shall mean that the specified party, directly or indirectly, has the power to direct or cause the direction of the management and policies of that entity through the ownership of voting securities, by contract or otherwise.

(m) "Deliverables" shall mean deliverables, services, materials or other work product (including both object and fully commented source code) deliverable in accordance with a Timetable on, or otherwise pursuant to, a Task Order. Each Deliverable that includes software shall include fully commented source code together with all necessary Documentation unless otherwise set forth in a relevant Task Order.

(n) "Destructive Elements" shall mean, collectively, any computer code: (a) intentionally designed to disrupt, disable, alter, damage, interfere, harm, or otherwise impede in any manner, including aesthetical disruptions or distortions, (i) JPMC Confidential Information, (ii) the Work Product, (iii) JPMC Software, (iv) Operating Environment, (v) Supplier Software, (vi) Supplier Machines or (vii) the operation of the Services including other software or systems used to provide the Services, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"), (b) that would disable (i) the Services, (ii) Work Product, (iii) JPMC Software or (iv) Supplier Software or impair in any way the operation of any of the foregoing based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "timebombs", "time locks", or "drop dead" devices), (c) that would permit Supplier or any Subcontractor to cause disablement or impairment of the Work Product (sometimes referred to as "traps", "access codes" or "trap door" devices) or (d) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations.

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(o) "Design Documents" shall mean collectively any design and development plan and design specifications approved by JPMC.

(p) "Disclosed Subject" shall mean each invention, discovery or improvement, whether patentable or not, constituting the Work Product or any part thereof.

(q) "Documentation" shall mean, collectively, all operator and user manuals, training materials, guides, listings, Specifications and any revisions or additions to such documents relating to any Application for which Services are performed or Work Product delivered pursuant to a Task Order.

(r) "End of Term Assistance Period" shall mean a period of time reasonably designated by JPMC, not to exceed twelve (12) months from the expiration or earlier termination of an applicable Task Order Term, during which period of time Supplier shall provide End of Term Assistance Services in accordance with Article 17 (End of Term Assistance) hereof.

(s) "End of Term Assistance Services" shall mean, collectively: (i) the Services which were provided by Supplier immediately prior to the expiration or termination of an applicable Task Order Term to the extent JPMC requests that such Services be provided from such expiration or termination, (ii) any New Services requested by JPMC in order to facilitate the transfer of the Services to JPMC or another service provider designated by JPMC, and (iii) Supplier (A) assisting JPMC in the development of a transition plan in connection therewith, (B) making available necessary project personnel and resources to facilitate the transition, (C) providing such interim Services as are necessary to successfully complete such transition, (D) providing training, documentation and other materials necessary to enable JPMC, or its designee, to assume responsibility for the Services, (E) delivering to each of JPMC and its designees, the most current copies of all Work Product, and (F) making available to JPMC and its designees, pursuant to reasonable terms and conditions, any third party services and systems then being utilized by Supplier in the performance of the Services, subject to the terms and conditions of any applicable third party agreements.

(t) "Enhancements" shall mean all extensions, additions or further developments of an existing feature or capability of an Application or new capability or feature of an Application or any component thereof, including new releases, versions, modifications, improvements, upgrades, enhancements, alterations, changes and conversions of an Application.

(u) "Error" shall mean any error, defect or malfunction in an Application that: (i) causes the integrity of an Application's data to be compromised or corrupted; (ii) causes an unexpected error message or fatal error to occur while using an Application; (iii) causes an Application to fail to conform to any of the warranties contained in Section 12.1(Representations and Warranties) or (iv) causes an Application to fail to conform to the Documentation.

(v) "Error Correction" shall mean a modification or other appropriate fix to an Application that remedies an Error.

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(w) "Ethical Hack" shall mean the efforts of a third party computer security testing firm on the systems used in the operation of the Services to identify any security faults.

(x) "Fees" shall mean, collectively, those fees to be paid by JPMC to Supplier in consideration of Supplier providing the Services and delivering the Work Products, including any fees paid in the form of consideration other than cash including coupons for products and services or any discounts for volume purchasing.

(y) "Force Majeure Event" shall mean fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties or any other cause beyond the reasonable control or anticipation of a Party, except for Subcontractor defaults which do not result from such events.

(z) "Functional and Technical Specifications" shall mean detailed written functional and technical specifications including requirements, operations and procedures for an Application, to be approved by JPMC.

(aa) "Intellectual Property" shall mean any and all intellectual property or proprietary rights, including copyright rights (including rights in audiovisual works), moral rights, trademark rights (including logos, slogans, domain names, trade names, and service marks), patent rights (including patent applications and disclosures), know-how, inventions, proprietary computer programs and software, rights of priority and trade secret rights, recognized in any country or jurisdiction in the world.

(bb) "JPMC Consents" shall mean any and all consents or approvals necessary to allow Supplier, and any Subcontractor, to use any of the following to provide the Services and Work Product: (i) JPMC Intellectual Property, (ii) JPMC Software, (iii) Operating Environment, (iv) services and products provided for the benefit of JPMC under JPMC's service contracts, (v) JPMC Confidential Information and (vi) JPMC Content.

(cc) "JPMC Content" shall mean any and all data and content, including multimedia or images (including graphics, audio and video), HTML templates, text, data images, design structure, graphic images, audio, video and audiovisual material, and other materials and the like provided by JPMC, Supplier and/or third parties, and that are used in connection with the Services.

(dd) "JPMC Intellectual Property" shall mean, collectively, the: (i) Intellectual Property that was, is, or will be, developed by or for JPMC including the Work Product, and (ii) JPMC Content. The term JPMC Intellectual Property shall not include Operating Environment or JPMC Software.

(ee) "JPMC Location" shall mean any location worldwide owned, leased by or operated on behalf of JPMC.

(ff) "JPMC Software" shall mean any and all JPMC and JPMC's licensors' proprietary computer programs and software, including all services, processes, data, information

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and tables created by or for JPMC, and all improvements, updates, fixes, releases and updates related thereto, that are used in connection with the Services, including the applications and modules detailed in any requests for proposals.

(gg) "New Services" shall mean, with respect to any Task Order, any service that (i) is outside the scope of such Task Order, (ii) requires resources other than those required for performance of the Services set forth in such Task Order, or (iii) requires additional startup material expenses not otherwise required for performance of the Services set forth in such Task Order.

(hh) "Parties" shall mean, collectively, JPMC and Supplier.

(ii) "Party" shall mean each of JPMC and Supplier, individually.

(jj) "Pass-Through Expense" shall mean expenses paid directly by JPMC to a third party vendor, or expenses incurred by Supplier on behalf of JPMC and reimbursed by JPMC to Supplier at actual cost. Supplier shall promptly provide JPMC with the original third party invoice, if a separate invoice for JPMC is received by Supplier, for such expenses together with a statement that Supplier has reviewed the invoiced charges and made a determination of which charges are proper and valid and should be paid by JPMC.

(kk) "Personal Information" shall mean, collectively, all information, in any form, provided to Supplier, by or on behalf of JPMC, that alone, or in combination with other information: (i) uniquely identifies a current, former or prospective director, outside director, employee, retiree or customer of JPMC, or their respective spouses or families (e.g., names, addresses, telephone numbers, proprietary information concerning accounts, financial standing, investment holdings and other financial data compiled by JPMC and/or provided by such parties, specific financial needs and requirements with respect to investment, financial position and standing, leads, referrals and references to such parties, holding book or customer book pages, assets and obligations carried in accounts of customers, etc.), or (B) is considered "sensitive personal data", such as political opinions, religious beliefs or information related to the physical or mental health of a current, former or prospective director, outside director, employee, retiree or customer of JPMC, or their respective spouses or families; or as otherwise defined under the laws of an Applicable Country.

(ll) "Procedures Manual" shall mean each written document jointly developed by the Parties pursuant to a Task Order describing how JPMC and Supplier will perform certain operational functions necessary to perform the Services and meet the requirements of JPMC contemplated by such Task Order.

(mm) "Operating Environment" shall mean the hardware platform and any other equipment, configurations, machines, equipment, and associated attachments, features, accessories, peripheral devices, operating systems, control programs and other elements of the operating environment (including an Internet or Internet oriented operating environment) on or in which JPMC uses a software application.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(nn) "Regulatory Requirements" shall mean any laws, rules, regulations legislative enactments, agency actions, or policies on an international, Federal, state and local level to which JPMC is required to submit or voluntarily submits.

(oo) "Reports" shall mean, collectively: (i) those performance reports measuring Supplier's or a Subcontractor's performance against the applicable Service Levels and (ii) such other reports as are reasonably requested by JPMC from time to time.

(pp) "Services" shall mean, collectively: (i) all services set forth in the Task Orders, (ii) all End of Term Assistance Services, (iii) all other services set forth in this Agreement, including the development and delivery of all Work Product specified therein, and (iv) any New Services requested by JPMC pursuant to Section 2.6 (Change Orders) hereof

(qq) "Service Levels" shall mean the performance standards which Supplier will meet, and cause each Subcontractor to meet, in connection with the provision of the Services, consisting of: (i) those set forth in an applicable Task Order and/or Procedures Manual and (ii) any other performance standards mutually agreed upon in a writing by JPMC and Supplier in connection with the Services that references this Master Agreement and/or an applicable Task Order.

(rr) "Specifications" shall mean, collectively, the Design Documents, the Functional and Technical Specifications and other mutually agreed written specifications and any written revisions or additions to the foregoing.

(ss) "Subcontractor" shall mean any independent contractor, other than a natural person, engaged by Supplier to perform the Services or any part thereof

(tt) "Task Order" shall mean, collectively, an agreement signed by JPMC, and Supplier from time to time, respecting the performance of Services, which agreement, by its terms, expressly provides that such Task Order shall be part of and governed by the terms and conditions contained in this Master Agreement together with the Agreement Collateral Documents and shall be substantially in the form of the Task Order template attached hereto as Master Agreement Exhibit A (Task Order Template). It is intended that each Task Order be consecutively numbered and attached to this Master Agreement; however, failure to consecutively number and/or attach any Task Order to this Master Agreement shall not affect the validity of any such Task Order.

(uu) "Task Order Effective Date" shall mean, with respect to any Task Order, the date identified as such in such Task Order.

(vv) "Task Order Term" shall mean, with respect to any Task Order, the period of time identified as such in such Task Order.

(ww) "Task Order Year" shall mean, with respect to any Task Order, the period of time identified as such in such Task Order.

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(xx) "Third Party Intellectual Property Rights" shall mean the rights in or to the Intellectual Property of any third party.

(yy) "Third Party Services" shall mean those services that JPMC contracts with a third party to perform, including any New Services.

(zz) "Timetable" shall mean, for each Task Order, the performance schedule or timetable for Deliverables set forth in such Task Order.

(aaa) "UCITA" shall mean, collectively, and singularly: (i) any version of the Uniform Computer Information Transactions Act and (ii) any substantially similar law.

(bbb) "Supplier Consents" shall mean, collectively, all consents, licenses, permits, authorizations or approvals of Supplier necessary to: (i) allow JPMC to use throughout an applicable Task Order Term any (A) Supplier Tools, (B) Supplier Machines, (C) third party services retained by Supplier, or any Subcontractor, in order to provide the Services and/or create the Work Product and (D) third party Intellectual Property or software necessary to provide the Services and/or create the Work Product (excluding any third party Intellectual Property or software provided by JPMC to Supplier in connection with the Services), (ii) assign to JPMC the Work Product as provided herein or
(iii) required by legislative enactments and regulations applicable to Supplier that are legally required to be obtained in connection with the performance of the Services and the creation of the Work Product.

(ccc) "Supplier Machines" shall mean any and all machines, equipment, and associated attachments, features, accessories, and peripheral devices leased or owned by Supplier, or any Subcontractor, and used by Supplier, or any Subcontractor which do not constitute Work Product.

(ddd) "Supplier Personnel" shall mean, collectively, and singularly, each employee or independent contractor of Supplier involved in the Services and each employee or independent contractor of any Subcontractor involved in the Services. The term Supplier Personnel shall not include Subcontractors.

(eee) "Supplier Service Location" shall mean each location at which Supplier provides any Services.

(fff) "Supplier Software" shall mean any and all Supplier proprietary computer programs and software, including all services, processes, data, information and tables created by Supplier, and all improvements, updates, fixes, releases and updates related thereto, and related documentation, owned, acquired or developed by Supplier, or any Subcontractor, or provided to Supplier, or any Subcontractor, by any third party other than JPMC, which do not constitute Work Product. The term Supplier Software shall not include Supplier Tools.

(ggg) "Supplier Task Order Manager" shall mean the primary Supplier representative appointed by Supplier under each applicable Task Order pursuant to Section 5.2(f) (Key Personnel) hereof

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(hhh) "Supplier Tools" shall mean, collectively, certain knowledge, techniques, procedures, routines and methods used in the creation of software and certain functionality thereof which have been developed by Supplier, or a Subcontractor in its regular course of business and which does not constitute Work Product. The term Supplier Tools shall not include Supplier Machines or Supplier Software. Supplier Tools shall include any new or improved methodologies or tools developed by Supplier during the Agreement Term that are created by Supplier independently of and without reference to or use of any Confidential Information of JPMC and by personnel in the research and development unit of Supplier that is separate from the unit providing the Services. Each Task Order shall set forth Supplier Tools used in connection with the Services and Deliverables applicable to such Task Order. Supplier Tools are deemed Supplier trade secrets for all purposes under this Agreement.

(iii) "Work Product" shall mean all Deliverables, services, materials or other work product created or developed under this Agreement by or for Supplier or for which Supplier is otherwise responsible hereunder (tangible, recorded or otherwise, and without regard to the form of recordation or state of completion), including working papers, narrative descriptions, reports, data, tapes, diskettes, software (source code and object code), surveys and findings, specifications, plans, procedures, data, files, interfaces, databases (including the design and elements thereof), documentation, manuals, training materials, or other results of Supplier's performance of the Services and precursors such as product and strategic concepts and proposals, and all items of similar character, excluding any Supplier Tools. Work Product includes all patent, copyright, trademark, trade secret, moral and other intellectual property rights in and to any of the foregoing.

1.2 REFERENCES. In this Agreement references to, and mentions of: (i) the words "including" or "includes", and the phrase "e.g." shall all mean "including, without limitation"; (ii) the words "in writing" shall mean writings delivered electronically, including by email and (iii) the phrase "as part of the Services" shall mean that the services described are included as a part of the Services for the Fees specified and no additional charge shall be payable by JPMC in connection therewith; however, any failure to include a specific reference to, or mention of the phrase "as part of the Services" in connection with any services shall not imply or be construed to mean that the services described are not included as a part of the Services for the Fees specified or that an additional charge may be payable by JPMC in connection therewith.

1.3 HEADINGS. The article and section headings of this Agreement are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

1.4 ADDITIONAL DEFINITIONS. In addition, the following terms have the meaning set forth in the section of this Agreement indicated below: 

Divestment Date                      Section 2.1(b)
Divestment Unit                      Section 2.1(b)
Benefit                              Section 2.1(b)
Change Order Response                Section 2.6(a)
Professional                         Section 4.1(a)

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Account Manager                      Section 5.1(b)
Engagement Manager                   Section 5.1(b)
Key Personnel                        Section 5.2(a)
JPMC Requirements                    Section 5.5
Acceptance Testing                   Section 7.1(g)
Acceptance Criteria                  Section 7.1(g)
Testing Period                       Section 7.1(g)
Cure Period                          Section 7.1(g)
Initial Period                       Section 8.1
LOB                                  Section 8.2
Transmitting Party                   Section 11.1(a)
Receiving Party                      Section 11.1(a)
Privacy Laws                         Section 11.4(e)
Directive                            Section 11.4(e)
Data                                 Section 11.4(e)
EMU                                  Section 12.1(s)
Additional EMU Currencies            Section 12.1(s)
Indemnified Party                    Section 13.3(a)
Indemnifying Party                   Section 13.3(a)
Renewal Agreement Term               Section 16.1
Initial Agreement Term               Section 16.1
Agreement Term                       Section 16.1
Contingency Location                 Section 18.10(a)
CFR                                  Section 19.6
Transfer Provisions                  Section 19.22
Transferred Employee Section 19.22

2. SERVICES.

2.1 SCOPE OF THE SERVICES GENERALLY.

(a) Commencing on the Agreement Effective Date and continuing throughout the Agreement Term, JPMC shall from time to time request Supplier to perform Services. If JPMC does so request, Supplier and JPMC shall work to complete and execute a Task Order that describes the Services to be performed (including any Service Levels and any Deliverables, Specifications or other Work Product) each of which shall be deemed to incorporate by reference the terms and conditions of this Master Agreement and the Agreement Collateral Documents and shall constitute a separate and binding contract between JPMC and Supplier. Services to be provided to, and Work Product to be created for, JPMC by Supplier shall be governed by the terms set forth herein and such additional terms as are contained in any Task Order.

(b) A "Divestment Unit" shall mean any Affiliate of JPMC or any business, division, department or group of assets of JPMC or any JPMC Affiliate which: (i) was, immediately prior to a particular date ("Divestment Date"), properly entitled to request that Supplier provide Services to such Person or unit under this Agreement or to otherwise gain some

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benefit from this Agreement ("Benefit"), (ii) would not, on or after the Divestment Date, be entitled (other than by virtue of this provision) to request that Supplier provide Services to such Person or unit or gain that Benefit and
(iii) as of the Divestment Date, is either acquired by a legal entity or, in the case of any business, division, department or group of assets, is constituted as a separate legal entity, or, in the case of an Affiliate of JPMC, ceases to be an Affiliate as defined in this Agreement for any other reason. If any of the events specified in Subsection 2.1(b)(iii) above occurs, the rights and benefits hereunder shall be extended to the affected Divestment Unit, without payment of any transfer or other fee, to enable that Divestment Unit to continue to benefit from this Agreement or to gain the Benefit for a transition period not to exceed twelve (12) months from the Divestment Date. The parties understand and agree that the purpose of such extension is to permit the Divestment Unit to request Services, to continue to receive Services or to otherwise gain the Benefit on a temporary basis during the transition to alternative development and maintenance providers.

2.2 PERFORMANCE OF SERVICES. For each Task Order, Supplier shall provide to JPMC the Services and create and deliver other Work Product pursuant to the Deliverables Timetable (if any) and in accordance with the Service Levels and Specifications (if any) set forth in such Task Order. Supplier understands that prompt performance by Supplier of all Services and prompt delivery of all Work Product is required by JPMC in order to enable JPMC to meet its schedules and commitments, and that Supplier shall use its best commercial efforts to adhere to the work and staffing schedules and Timetable (if any) agreed to by the Parties for the Services to be provided and Work Product to be delivered by Supplier. Notwithstanding the foregoing, in the event of a delay by JPMC in providing materials, information, equipment, access to facilities and/or completing tasks, all as required pursuant to this Agreement (including any Task Order), then the Timetable shall be adjusted in an amount equal to the delay caused by JPMC; provided, however, that to the extent that such delay is a material delay then any such adjustment shall be subject to the change order procedure described in Section 2.6 (Change Orders).

2.3 INCREASES AND DECREASES IN SERVICES. Subject to Section 2.6 below (Change Orders), Supplier shall increase or decrease the amount or volume of the Services from time to time pursuant to JPMC's request, including in the event of an acquisition, divestiture or other corporate transaction affecting JPMC's demand for the Services. Supplier shall use commercially reasonable efforts to efficiently minimize related charges to JPMC.

2.4 APPLICABLE LAWS; COUNTRY-SPECIFIC LEGAL AND REGULATORY REQUIREMENTS.

(a) As a part of the Services, Supplier shall comply with all Applicable Laws that relate to the provision of the Services by Supplier and the creation of the Work Product, to the extent compliance directly relates to Supplier's designated responsibilities under each Task Order. Supplier shall notify JPMC of any changes in Applicable Laws of which it has knowledge. If a charge of non-compliance with any Applicable Law occurs (with regard to either Supplier or any Subcontractor), then Supplier shall promptly notify JPMC of such charge in writing. Supplier shall be responsible for any fines and penalties arising from any noncompliance with the Applicable Laws by Supplier, or any Subcontractor, to the extent compliance directly relates to Supplier's designated responsibilities, and/or, to the extent JPMC's

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regulatory and banking policies have been provided to Supplier in writing (such compliance to be subject to the change control procedures set forth in Section
2.6 (Change Orders)), from Supplier's and any Subcontractor's noncompliance with such policies, which responsibility shall survive the expiration or earlier termination of this Agreement. JPMC shall be responsible for any fines and penalties, or those portions of any fines and penalties, arising directly and proximately from JPMC's failure to comply substantially with Applicable Laws or JPMC's regulatory and banking policies. Supplier shall use commercially reasonable efforts to perform the Services regardless of changes in Applicable Laws. If such changes prevent Supplier from performing its obligations under this Agreement, Supplier shall develop and, upon JPMC's prior written approval, implement a suitable workaround, at Supplier's expense, until such time as Supplier can perform its obligations under this Agreement without such workaround.

(b) Supplier recognizes that in certain countries or jurisdictions:
(i) regulatory or governmental entities may request additional contractual provisions with Supplier to those in the Agreement in order to enable Supplier to perform the Services or to enable JPMC (or a JPMC Affiliate) to provide Supplier with access to Personal Information or Confidential Information in accordance with common law duties, regulatory or statutory requirements in the relevant jurisdiction (including under the data protection or privacy laws) or
(ii) JPMC may determine, on the basis of legal advice from counsel in the relevant jurisdiction, that certain additional contractual provisions with Supplier to those in the Agreement are necessary in order to ensure or enable compliance with common law duties, regulatory, statutory or pre-existing contractual requirements in the relevant jurisdiction or as contemplated under the Agreement. Upon JPMC's written request, Supplier agrees to include such provisions in Master Agreement Exhibit H European Union Privacy Addendum) of the Agreement (and vary the Agreement accordingly), or in a separate agreement between JPMC and Supplier; provided, however, that to the extent such provisions require a change in the Services, the change order procedures set forth in
Section 2.6 (Change Orders) below shall apply to such change in the Services.

2.5 THIRD PARTY SERVICES. JPMC shall have the right to contract for Third Party Services, and in such event, Supplier shall cooperate with JPMC, and any such third party, to the extent reasonably required by JPMC, including providing: (a) in writing, to the extent available, applicable requirements, standards and policies for the Third Party Services; (b) assistance and support services to such third party at reasonable prices and (c) access to the Services, Subcontractors, Supplier Tools, Supplier Software, Supplier Machines, Supplier Personnel, and Supplier Service Locations to the extent that such access is required for the Third Party Services. Notwithstanding the foregoing, Supplier shall not be required to provide access to Supplier Tools, Supplier Software and/or Supplier Machines to any direct competitor of Supplier.

2.6 CHANGE ORDERS.

(a) During a Task Order Term, JPMC may propose New Services or changes to such Task Order by delivering a written notice to Supplier describing: (i) the New Services (including the Work Product to be developed and delivered in connection therewith, if any) or changes, (ii) a Timetable for performance, if appropriate and (iii) establishing a reasonable period of time for Supplier to respond. Supplier shall respond to such proposal within such

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period of time by preparing, at Supplier's expense, and delivering to JPMC a written document ("Change Order Response"), indicating: (A) the effect of the proposal, if any, on (1) the amounts payable by JPMC under the applicable Task Order and (2) Supplier's performance of its obligations thereunder, (B) the anticipated time required for implementation of such New Services or changes and/or delivery of the Work Product, (C) the New Services or changes that Supplier anticipates performing, (D) Supplier Tools, Supplier Software and Supplier Machines to be provided by Supplier, (E) Supplier Personnel and Subcontractors that will be necessary, (F) if appropriate, acceptance test criteria and procedures therefor, (G) any new Service Levels and/or necessary modifications to any existing Service Levels and (H) any other information requested in the proposal or reasonably necessary for JPMC to make an informed decision regarding the New Services or changes to the Services.

(b) Supplier shall not begin performing any New Service or changes until each Party has authorized them in writing through an amendment to the applicable Task Order. Notwithstanding any other provision of this Agreement, Supplier acknowledges that Supplier is expected to accomplish normal and routine tasks associated with its obligations hereunder and no additional chargeable resources will be approved by JPMC therefor, including charges resulting from changes in Applicable Laws. For clarity, a normal and routine task shall mean a task that can be accomplished with forty (40) or fewer Professional Days (as defined in Master Agreement Exhibit B hereto (Professional Unit). Each Change Order Response must be expressly accepted by JPMC in writing prior to additional Fees being incurred. If Supplier fails to deliver a Change Order Response within the time period allotted in such notice, then such failure will be deemed a rejection by Supplier to provide such New Services or changes with no affect on or change to the Fees, performance time or required resources specified in the applicable Task Order.

3. SERVICE LEVELS.

3.1 SERVICE LEVELS. Throughout an applicable Task Order Term, Supplier shall provide the Services and develop the Work Product covered by the applicable Task Order: (a) in a professional and workmanlike manner, (b) with reasonable care and skill, (c) with customer and technical support in accordance with the standards set forth in such Task Order, (d) in accordance with the Specifications and Deliverables Timetable (if any) set forth in such Task Order and (e) at the Service Levels set forth in such Task Order. Supplier shall also maintain the Service Levels during the implementation process and any End of Term Assistance Period pursuant to an applicable Task Order.

3.2 ADJUSTMENT OF SERVICE LEVELS. Both JPMC and Supplier may, at any time upon notice to the other, initiate negotiations to review and, upon written agreement by Supplier Task Order Manager and JPMC's designated representative, amend any Service Level which either Party, in good faith, believes is inappropriate at the time.

3.3 ROOT-CAUSE ANALYSIS. Without limiting JPMC's rights and remedies hereunder, at law and in equity, within three (3) days (or other term set forth in a Task Order) of receipt of a notice from JPMC with respect to any failure by Supplier, or any Subcontractor, to provide the Services at the appropriate Service Levels, Supplier shall, as part of the Services, perform a root-

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cause analysis to identify the cause of such failure, provide JPMC with a report detailing the cause of, and a procedure for correcting, such failure. As soon as possible thereafter, Supplier shall correct such failure and provide assurances satisfactory to JPMC that such failure will not recur after the procedure has been completed; provided, however, that such correction and assurances shall not be required to the extent that the cause of such failure is determined to be from causes outside of the scope of Services. If applicable, Supplier shall cause the applicable Subcontractor to perform the root cause analysis and related corrective activities described in this Section 3.3 (Root-Cause Analysis).

3.4 MEASUREMENT AND MONITORING. As part of the Services, Supplier shall implement (or cause the applicable Subcontractor to implement) the necessary measurement and monitoring tools and procedures required to measure and report Supplier's, or any Subcontractor's, performance of the Services against the applicable Service Levels. Such measurement and monitoring shall permit reporting at a level of detail sufficient to verify compliance with the Service Levels, and shall be subject to audit by JPMC. Supplier shall provide JPMC with information and access to such tools and procedures upon request, for purposes of verification. All such tools, procedures, and audit results shall be held as Supplier Confidential Information. Notwithstanding the foregoing or anything in this Agreement to the contrary including Section 11.1(c) (General Confidentiality Obligations), JPMC shall be permitted to disclose such audit results to its regulators, its directors, officers, agents, subcontractors and employees and its Affiliates' and its directors, officers, agents, subcontractors and employees for any business purpose of JPMC and without complying with any restrictions set forth in such Section 11.1(c) (General Confidentiality Obligations) (e.g., written confidentiality agreements with non-employees, etc.). Furthermore, notwithstanding the foregoing or anything in this Agreement including Section 11.1(f) (General Confidentiality Obligations), JPMC shall have not have any obligation to return or destroy any of such tools, procedures, and audit results upon Suppliers' request or termination of this Master Agreement or any applicable Task Order.

3.5 CONTINUOUS IMPROVEMENT. As part of the Services with respect to an applicable Task Order, Supplier shall use, and shall cause its Subcontractors to use, commercially reasonable efforts to identify ways to improve the Service Levels, including applying proven techniques and tools from other installations within its and their operations that would benefit JPMC, either operationally or financially. Supplier will apprise JPMC of Supplier's technology planning activities as they relate to the Services with respect to an applicable Task Order on at least a quarterly basis. Supplier will consult with JPMC on mutually beneficial technology developments, and will use reasonable efforts to include input from JPMC in improvements to be made.

3.6 SUPPLIER SERVICE LOCATIONS. The Services contemplated by a Task Order, shall be provided from Supplier Service Locations expressly set forth in such Task Order. The Services may be provided from any other Supplier Service Location pre-approved by JPMC in writing, provided that JPMC shall have approved in writing the security procedures at such new Supplier Service Location. JPMC shall be reimbursed by Supplier for any incremental expense incurred by JPMC as a result of a relocation to a new Supplier Service Location. Each Supplier

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Service Location shall comply with the safety and security procedures and standards and other requirements set forth in Article 18 (Security; Information Technology Control Policies).

4. COVENANTS AND OBLIGATIONS OF THE PARTIES.

4.1 COVENANTS AND OBLIGATIONS OF SUPPLIER.

(a) U.S. Presence. During the Agreement Term, Supplier shall at all times: (i) employ a minimum of [***********] project managers or leaders and/or developers (e.g., an individual who has the capability to code, test, produce technical deliverables, and manage deliverables, etc.) (each, a "Professional") and (ii) maintain a development facility located within the United States with the capacity for a minimum of [**********] Professionals.

(b) Financial Reports. During the Term and subject to relevant securities laws, Supplier shall deliver to JPMC no later than: (i) ninety (90) days after the end of each fiscal year, true and complete copies of the audited balance sheet and related audited statements of income, shareholders' equity and cash flow for the fiscal year then ended, together with the notes, if any, relating thereto and (ii) forty-five (45) days after the end of each quarter in Supplier's fiscal year, true and complete copies of Supplier's unaudited quarterly financial statements for the quarter then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) shall be accurate and complete in all material respects, be consistent with the books and records of Supplier and shall be prepared in accordance with GAAP.

(c) On-Site Support. Supplier shall provide on-site support as required and set forth on a Task Order which shall include the services of an Account Manager as set forth in Section 5.1(b) (Project Team).

(d) Connectivity. At no charge to JPMC, Supplier shall establish and maintain connectivity from the Supplier Service Locations to the firewall interface with JPMC, all as required by JPMC in order for Supplier to provide the Services with sufficient bandwith and reliability to meet the Service Levels and security standards set forth in this Master Agreement and any applicable Task Order.

(e) Replication of Operating Environment Training of JPMC Personnel. If required by any applicable Task Order, Supplier shall replicate JPMC's development, testing, and Operating Environment at the Supplier Service Location. Supplier shall deliver the Deliverables in accordance with the Timetable and the Deliverables and other Work Product shall function in the JPMC Operating Environment in accordance with the all Specifications, all as set forth on the applicable Task Order. As a part of the Services, for each Task Order Supplier shall train personnel designated by JPMC in the use of the Work Product. The training shall be at such locations and at such times as set forth in the applicable Task Order.

4.2 COVENANTS AND OBLIGATIONS OF JPMC.

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(a) JPMC shall provide appropriate facilities and infrastructure required for Supplier Personnel to perform agreed upon activities at JPMC Locations.

(b) JPMC shall assist Supplier in executing the knowledge acquisition and implementation plans agreed to between the parties and attached to a Task Order.

(c) JPMC shall ensure that all its personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice and to the extent set forth in the applicable Task Order, be available to assist Supplier's personnel, attend meetings, and perform such other activities or tasks as required pursuant to any applicable Task Order.

5. PROJECT TEAM.

5.1 SUPPLIER PERSONNEL.

(a) Supplier shall appoint sufficient Supplier Personnel for each Task Order who are: (i) of suitable experience, training and skills to provide the Services and deliver to Work Product pursuant to such Task Order, including properly trained personnel fluent in the English language and able to handle telephone inquiries and questions, technical, implementation and program management support to establish and maintain all Services, (ii) adequately experienced and trained by Supplier, before such Supplier Personnel are assigned to perform the Services pursuant to such Task Order and (iii) authorized to work in the United States for the performance of any Services in the United States including Blanket L-1 approvals and H-1B visas for each of such Supplier Personnel. Supplier acknowledges and agrees that during the Agreement Term it shall retain Supplier Personnel with experience providing the Services and with knowledge of the technologies and computer programs in connection therewith.

(b) In addition to Supplier Personnel assigned to a particular Task Order, as a part of the Services and at no additional expense to JPMC, Supplier shall provide: (i) an on-site account manager ("Account Manager") who shall be a senior level executive and shall be responsible for managing the day to day relationship between the Parties and (ii) an engagement manager ("Engagement Manager") who shall be a senior level executive and shall be responsible for managing the overall relationship between the Parties. This Account Manager shall have the necessary skills to provide on-site consultation and training for the technology support team as needed.

(c) Without limiting Supplier's obligations herein, upon request by JPMC, Supplier shall provide JPMC, with respect to an applicable Task Order, with: (i) a list of all Supplier Personnel, if any, dedicated full-time to providing the Services and who need access to the JPMC Operating Environment or technical systems and (ii) a contact list of support, technical, and program management representatives that may be contacted by JPMC.

(d) If JPMC reasonably determines that the turnover rate for Supplier Personnel performing Services pursuant to a Task Order is excessive and so notifies Supplier,

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then Supplier shall provide data concerning its turnover rate at the next meeting referred to in Section 6.1 (Periodic Meetings) and shall discuss the reasons for the turnover rate at such meeting. All information, data, materials, and reports created or produced by Supplier in connection with this Subsection
5.1(d) (Supplier Personnel) shall be deemed Supplier's Confidential Information. Notwithstanding the foregoing or anything in this Agreement to the contrary including Section 11.1(c) (General Confidentiality Obligations), JPMC shall be permitted to disclose such audit results to its regulators, its directors, officers, agents, subcontractors and employees and its Affiliates' and its directors, officers, agents, subcontractors and employees for any business purpose of JPMC and without complying with any restrictions set forth in such
Section 11.1(c) (General Confidentiality Obligations) (e.g., written confidentiality agreements with non-employees, etc.). Furthermore, notwithstanding the foregoing or anything in this Agreement including Section
11.1(f) (General Confidentiality Obligations), JPMC shall not have any obligation to return or destroy any of such information, data, materials, and reports upon Suppliers' request or termination of this Master Agreement or any applicable Task Order. In any event, notwithstanding transfer or turnover of Supplier Personnel, Supplier remains obligated to perform the Services without degradation and in accordance with this Agreement.

5.2 KEY PERSONNEL.

(a) JPMC may designate certain Supplier Personnel as key personnel for a particular Task Order ("Key Personnel") which, in any event, shall include Supplier Task Order Manager, the Account Manager and the Engagement Manager. All Key Personnel shall have sufficient knowledge and authority within Supplier's organization to assure that Supplier will be responsive to JPMC's reasonable requests. The names and qualifications of each of the Key Personnel for an applicable Task Order shall be set forth in such Task Order.

(b) Supplier shall not reassign or replace, or permit the reassignment or replacement of, any Key Personnel unless: (i) Supplier has received the prior written consent of JPMC for such reassignment or replacement or (ii) the member of the Key Personnel ceases performance of the Services due to (A) voluntary resignation from employment with Supplier, or any Subcontractor, as the case may be, (B) dismissal from employment with Supplier, or any Subcontractor, as the case may be, for misconduct (e.g., fraud, drug abuse, theft), (C) removal of such Key Personnel member following a material failure to perform obligations pursuant to this Agreement or (D) death or disability of such Key Personnel member or exercise of statutory leave. In the event of any voluntary resignation of any Key Personnel from employment with Supplier, Supplier shall use its best commercial efforts to retain such employee.

(c) Before assigning an individual to a Key Personnel position, whether as an initial assignment or as a replacement, Supplier shall provide JPMC with any information regarding the individual (including a resume) that may be reasonably requested by JPMC. Supplier shall only assign to a Key Personnel position an individual who is pre-approved by JPMC in writing.

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(d) Supplier shall not assign any Key Personnel to provide services which are substantially similar to the Services provided under an applicable Task Order for any business or organization that competes with JPMC, without JPMC's prior written consent for a period of twelve (12) months after such Key Personnel ceased to provide Services for JPMC.

(e) Each Supplier Task Order Manager shall: (i) have overall responsibility for managing and coordinating the performance of Supplier's obligations under the applicable Task Order and (ii) be authorized to act for, and on behalf of, Supplier with respect to all matters relating to such Task Order. Supplier's appointment of any Supplier Task Order Manager shall be subject to JPMC's prior written consent. Each Supplier Task Order Manager shall be deemed a Key Personnel for all purposes of this Agreement.

(f) If JPMC decides, in its sole discretion, that any Key Personnel member should not continue in that position, then JPMC may request removal of that individual by giving Supplier notice of the request and the reasons therefor. Supplier shall promptly replace that individual pursuant to Section
5.2(b) (Key Personnel) and Section 5.2(c) (Key Personnel) above. If Supplier is unable to replace either the Key Personnel with an individual reasonably satisfactory to JPMC, JPMC shall have the right to terminate this Master Agreement (with respect to any Account Manager and/or Engagement Manager) and any Task Order (with respect to any Task Order Manager) for cause pursuant to
Section 16.3 (Termination for Cause).

(g) For purposes of this Section 5.2(g) (Key Personnel), the term "Employee" shall mean an employee of either Supplier or JPMC or their respective Affiliates with whom the other may come into contact as a result of the relationship created by this Agreement, including, computer programmers, analysts and persons with a technical data processing background. Except with prior written consent of the other Party, no Employee of either JPMC nor Supplier shall hire or attempt to hire or attempt to hire any Employee of the other Party during the applicable Task Order Term during which the Employee of Supplier performed Services and the Employee of JPMC was associated and for one year after the expiration or termination of such Task Order Term. Notwithstanding the foregoing the provisions of this Section 5.2(g) (Key Personnel) shall not apply to Employees who respond to job placement ads, job fair applications or through third party recruiters.

5.3 SUBCONTRACTORS.

(a) Supplier shall not use any Subcontractor without JPMC's prior written consent thereto to be granted in its sole and absolute discretion. Supplier agrees and acknowledges that such consent in each instance is conditioned upon the proposed Subcontractor's execution of an agreement, in a form acceptable to JPMC, and upon Supplier's (or Subcontractor's) complete and timely compliance with the terms and conditions of such an agreement. JPMC shall have the right to revoke such approval upon thirty (30) days' notice to Supplier if the Subcontractor's performance is deficient in any material respect; provided, however, that if the deficiency is remedied to the reasonable satisfaction of JPMC on a timely basis, such approval shall not be revoked.

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(b) The use of any Subcontractor shall not release Supplier from its obligations hereunder, including compliance with the terms of this Agreement, and Supplier shall remain responsible for obligations performed by Subcontractors to the same extent as if such obligations were performed by Supplier. Supplier shall be solely responsible for all payments to Subcontractors.

(c) At JPMC's request, Supplier shall forward to JPMC a copy of the relevant terms of the subcontract (such terms to include the confidentiality and work-for-hire provisions) that will exist between Supplier and any Subcontractor. Supplier shall cause any Subcontractor to comply fully with each of the terms and conditions of this Agreement applicable to such Subcontractor's provision of Services (including any documents referenced herein). At a minimum, Supplier shall include the following provisions in each subcontract between Supplier and any Subcontractor:

(i) the right of Supplier to terminate such subcontract upon JPMC's request: (A) if there was a material misrepresentation concerning such Subcontractor at the time approval was given and the Subcontractor's performance is deficient in any material respect; provided, however, that JPMC shall not exercise this right unless it has given Supplier notice of its intention to do so and the performance deficiency has not been corrected within ten (10) days after the date of such notice or (B) where JPMC has good faith doubts concerning such Subcontractor's ability to render future performance because of changes in ownership, management, staffing, or financial condition;

(ii) a provision requiring the Subcontractor to protect JPMC's Confidential Information in a manner substantially equivalent to that required of Supplier in Article 11 (Confidentiality; Compliance with Privacy Policies) hereof;

(iii) a provision in which Supplier agrees and acknowledges that JPMC shall not have any obligation to any Subcontractor, including disclosure of any JPMC Confidential Information, until such Subcontractor has executed a subcontract in a form acceptable to JPMC; and

(iv) an assignment to JPMC of all rights in and to all Work Product in accordance with Section 7.1 (Work Product) hereof

5.4 ACCESS TO SUPPLIER PERSONNEL AND RESOURCES. As part of the Services, Supplier shall provide to JPMC, upon JPMC's request, equal access to specialized technical expertise and resources consistent with Supplier's other commercial customers receiving a substantially similar type and volume of services.

5.5 COMPLIANCE WITH JPMC REQUIREMENTS. Supplier acknowledges that JPMC, as a participant in a highly regulated industry, has certain additional requirements and that such requirements may apply to Supplier's Personnel ("JPMC Requirements"). The JPMC Requirements may be amended from time to time by JPMC and JPMC shall give Supplier notice of any such amendments.

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(a) Supplier agrees to comply with all then existing JPMC Requirements concerning any of Supplier's Personnel (where permitted by applicable laws and regulations). Any of Supplier's Personnel who do not successfully meet or comply with any of the then current JPMC Requirements shall not be assigned, or if applicable, shall not continue in an assignment, to perform Services; however, such failure to meet or comply with any of the JPMC Requirements shall not affect such individual's eligibility for employment with Supplier.

(b) The JPMC Requirements currently mandate, and Supplier represents and warrants that, each member of Supplier's Personnel who is placed in any assignment will:

(i) on or before the first day of the assignment (or if more than six (6) months have elapsed since completion of a prior assignment, on or before the first day of the next assignment):

(A) accurately complete, sign and submit to Supplier a PreJPMC Assignment Statement (a current copy of which is attached hereto as Exhibit C (PreJPMC Assignment Statement));

(B) sign and submit to Supplier, JPMC's then standard form of Confidentiality and Non-Disclosure Agreement (a current copy of which is attached hereto as Exhibit D (Confidentiality and Non-Disclosure Agreement));

(C) submit to fingerprinting in accordance with the then Statement of JPMC Domestic Fingerprinting Policy for Contingent Worker Providers/Servicing Agencies as it applies to Supplier and Supplier's Personnel (a current copy of which is attached hereto as Exhibit E (Statement of JPMC Domestic Fingerprinting Policy for Contingent Worker Providers/Servicing Agencies)); and

(D) submit to drug testing, in accordance with the then Statement of JPMC Domestic Drug Testing Policy for Contingent Worker Providers/Servicing Agencies as it applies to Supplier and Supplier's Personnel (a current copy of which is attached hereto as Exhibit F (Statement of JPMC Domestic Drug Testing Policy for Contingent Worker Providers/Servicing Agencies)).

(ii) promptly submit to a background check upon JPMC's request.

(c) The JPMC Requirements currently mandate and Supplier represents and warrants that: (i) Supplier shall retain original signed copies of each document referenced in Subsections 5.5(b)(i)(A) and (b)(i)(B) above with respect to each member of Supplier's Personnel, and (ii) upon JPMC's request, Supplier shall promptly produce and deliver to JPMC original signed copies of each document referenced in Subsections 5.5(b)(i)(A) and (b)(i)(B) above with respect to each member of Supplier's Personnel for whom JPMC requests such documents.

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6. MANAGEMENT AND CONTROL; REPORTING.

6.1 PERIODIC MEETINGS. At JPMC's request, or at such times as are set forth in the applicable Task Order, JPMC's designated representative and Supplier Task Order Manager shall meet, at mutually agreed upon locations and times, to discuss and evaluate the Services including: (a) activities and objectives under this Agreement or any applicable Task Order and Service Levels, (b) operation procedures or other aspects of this Agreement, including customer service, pricing, market conditions (including opportunities to achieve cost reduction), budgets and long range goals, (c) recommend and discuss Application Enhancements and discuss long-term strategic planning including development work and new releases, (d) any other issues that impact either Party, the Services, or the Work Product or (e) other issues deemed appropriate by the Parties. Each Party shall be responsible for its own expenses relating to such meetings.

6.2 PROCEDURES MANUAL. If requested by JPMC, JPMC and Supplier will jointly develop a Procedures Manual for each Task Order. Supplier agrees to comply with each Procedures Manual. Supplier agrees and acknowledges that any Procedures Manual may be modified or amended, from time to time, in writing, by JPMC, or by Supplier with JPMC's prior written consent; provided, however, that any material changes shall be subject to the change control procedures set forth in Section
2.6 (Change Orders).

6.3 REPORTS. Throughout each Task Order Term, and as part of the Services, Supplier shall maintain and provide to JPMC, as provided by such Task Order: (a) all Reports in content and format specified by such Task Order or otherwise in writing by JPMC, in both hardcopy and in an electronic form and (b) such documentation and information as may be requested by JPMC from time to time in order to verify the accuracy of the Reports. At JPMC's request, Supplier shall promptly correct any material errors or inaccuracies in the Reports. All Reports shall be provided in English. All reports created or produced by Supplier in connection with this Section 6.3 (Reports) shall be deemed Supplier's Confidential Information. Notwithstanding the foregoing or anything in this Agreement to the contrary including Section 11.1(c) (General Confidentiality Obligations), JPMC shall be permitted to disclose such audit results to its regulators, its directors, officers, agents, subcontractors and employees and its Affiliates' and its directors, officers, agents, subcontractors and employees for any business purpose of JPMC and without complying with any restrictions set forth in such Section 11.1(c) (General Confidentiality Obligations) (e.g., written confidentiality agreements with non-employees, etc.). Furthermore, notwithstanding the foregoing or anything in this Agreement including Section 11.1(f) (General Confidentiality Obligations), JPMC shall not have any obligation to return or destroy any of such reports upon Suppliers' request or termination of this Master Agreement or any applicable Task Order.

7. INTELLECTUAL PROPERTY RIGHTS; WORK PRODUCT; ACCEPTANCE PROCEDURES.

7.1 WORK PRODUCT.

(a) All Deliverables and other materials created or delivered under any Task Order (excluding Supplier Tools and Supplier Software) shall be deemed Work Product unless

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such materials are explicitly deemed not to be Work Product on such Task Order. Work Product shall be deemed a "work made for hire" and thus, JPMC shall have all right, title and interest in and to the Work Product, and all copies thereof. To the extent any of the Work Product is not deemed a "work made for hire" by operation of law, Supplier hereby irrevocably assigns, transfers and conveys, and shall cause the Subcontractors to assign, transfer and convey, to JPMC, with full title guarantee, and without further consideration, all of Supplier's right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other proprietary rights (in any jurisdiction) in such materials. To the extent that any claim is made concerning the existence of moral rights in regard to the Work Product, Supplier agrees to waive, and assign over to JPMC, all such right, title and interest to the fullest extent permissible by law. Supplier acknowledges that JPMC, and its assigns (if any), shall have the right to obtain and hold in their own name any Intellectual Property rights in and to the Work Product. Supplier agrees to execute any documents and take any other actions as may be necessary, or as JPMC may request, to perfect JPMC's ownership of any such Work Product. Supplier represents that it does not have any commitments to others under which Supplier is obligated to make any transfer or assignment of any portion of the Work Product in conflict with Supplier's obligations to JPMC pursuant to this Agreement.

(b) JPMC's ownership rights in and to the Work Product shall include the copyrights in and to any and all works of authorship constituting the Work Product, in any medium now existing or which shall be invented in the future.

(c) Supplier shall promptly report in writing each Disclosed Subject to JPMC, and specifically point out the features or concepts that Supplier believes to be new or different.

(d) Supplier shall obtain a written agreement from each Subcontractor and Supplier Personnel, prior to the commencement of such Subcontractor's and Supplier Personnel's performance, as shall be necessary to ensure that JPMC will have the exclusive vested and indefeasible ownership rights provided for in this
Section 7.1 (Work Product). JPMC shall have the right to obtain and to hold in its own name, all patents, copyrights, trademark registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Supplier agrees to provide to JPMC, and to cause all Subcontractors and Supplier Personnel, at JPMC expense, to provide to JPMC, and any persons designated by JPMC, (i) any and all duly executed and acknowledged instruments of assignment, affidavits and other documents, and (ii) all lawful assistance reasonably required (including the giving of live testimony at JPMC's expense for reimbursement of reasonable travel and other expenses), in order to perfect, defend and enforce the rights of JPMC that are defined in this Section
7.1 (Work Product).

(e) Unless otherwise set forth in a Task Order, any computer software Work Product deliverable by Supplier hereunder shall be accompanied by copies of applicable commented source code and Documentation to enable JPMC personnel, should it become necessary, to operate and replicate all applicable executables and data files, using only such materials together with commercially available off-the-shelf tools and components.

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(f) Notwithstanding anything set forth on any applicable Task Order, Supplier shall deliver to JPMC on a weekly basis all Work Product (including source code and Documentation, if applicable) developed during such week under all then current Task Orders.

(g) All Work Product and Services shall be subject to acceptance testing ("Acceptance Testing") by JPMC to determine whether the Work Product and Services delivered contain the functionality of, and perform in conformance with, all Specifications and other objective requirements as may be described in an applicable Task Order (collectively, "Acceptance Criteria"). Acceptance Testing shall run for a period determined by JPMC of not more than ninety (90) days after delivery of the Work Product and/or Services, as the case may be ("Testing Period"). A Testing Period shall exist for any Deliverable milestones specified in the Timetable.

(i) During the Testing Period, JPMC shall notify Supplier of either its acceptance or rejection of the Work Product and/or Services, as the case may be. Upon receipt of a notice of rejection, Supplier shall, within ten (10) business days of receipt of JPMC's notification ("Cure Period"), correct the Deliverable to meet the Acceptance Criteria, with respect to Work Product and submit a corrected version of the Deliverable. Notwithstanding the foregoing, the Cure Period may be extended if Supplier requests an extension and such extension is consented to by JPMC, such consent not to be unreasonably delayed or withheld, (it being acknowledged and agreed that what is reasonable shall be determined by JPMC in its discretion).

(ii) JPMC will have an additional period of time equal to the initial Testing Period to re-perform Acceptance Testing.

(iii) If JPMC determines that the defects have not been corrected so that the Work Product and Services meet the Acceptance Criteria, JPMC may, at its option, do one of the following by notifying Supplier: (A) extend the Cure Period to correct the defects and re-perform Acceptance Testing in accordance with the procedure set forth above; (B) accept the Work Product and/or Services, as the case may be, and negotiate for lesser performance or (C) terminate the applicable Task Order. With regard to fixed bid projects, if JPMC elects to terminate the applicable Task Order as aforesaid,
[*************************************************************].

(h) Upon expiration, or earlier termination, of this Master Agreement or a Task Order, as the case may be, or upon JPMC's earlier request, Supplier shall immediately surrender to JPMC all Work Product, or any lesser part designated by JPMC in writing. Supplier shall retain no part or copy of any Work Product. If requested by JPMC, Supplier shall certify in writing its exacting compliance with the foregoing provision.

7.2 SUPPLIER TOOLS, SUPPLIER SOFTWARE AND SUPPLIER MACHINES.

(a) In addition to any JPMC Intellectual Property and JPMC Software, Supplier shall use Supplier Tools, Supplier Software and Supplier Machines as set forth in the applicable Task Order in performing the Services and/or creating the Work Product. Supplier

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shall recreate the JPMC Operating Environment as described in the applicable Task Order. JPMC shall have the right to approve in writing any Supplier Software and Supplier Machines prior to such use. All Supplier Software, Supplier Tools, and Supplier Machines are, or shall be, and shall remain, the exclusive property of Supplier, or if applicable, Supplier's third party licensors, and JPMC shall have no rights or interests in or to Supplier Software, Supplier Tools or Supplier Machines, except as set forth in this Agreement. Supplier shall make Supplier Software and Supplier Machines available to JPMC in connection with the Services during the applicable Task Order Term including any End of Term Assistance Period, at no additional cost to JPMC. Except as may be pre-approved by JPMC in writing, Supplier shall not make any changes or modifications to the copy of Supplier Software being used in connection with the Services, or Supplier Machines that would adversely affect the Services or the price, scope, or timely delivery of the Services, provided that all updates, modifications, and enhancements and maintenance services required to keep current with information technology industry practices or otherwise required by third party providers shall be implemented at Supplier's discretion; provided, however, if any such update, modification and/or enhancement could reasonably be expected to have any impact or effect on the Services or Work Product, Supplier shall provide ninety (90) days prior written notice. Supplier shall be responsible, at no charge to JPMC, for any required modification or enhancement to, or substitution for, Supplier Software or Supplier Machines.

(b) Supplier shall not incorporate into any Deliverable or require to make or use any item to be made pursuant to any design Deliverable hereunder any third party Intellectual Property, third party software, Supplier Tools or Supplier Software, without the prior written consent of JPMC to be granted in its sole discretion. To the extent that any Deliverable incorporates any Supplier Tools, such tools shall be listed in the applicable Task Order. If any Supplier Tools are incorporated, Supplier hereby grants to JPMC and its assigns, a nonexclusive, worldwide, fully paid, perpetual, assignable and irrevocable right and license to store, reproduce, display, perform, license and sublicense (through multiple tiers), create derivative works, publicly perform, publicly display, digitally perform, import, offer for sale, sell, make, have made, transmit and use such part or portion of the incorporated Supplier Tools in the Work Product in any media now known or hereafter created in conjunction with JPMC's use of the Deliverable into which such Supplier Tool is incorporated. If any consent is given to incorporate Supplier Software, JPMC and its assigns shall automatically have a non-exclusive, worldwide, fully paid, perpetual, irrevocable right and license to store, reproduce, display, perform, license and sublicense, create derivative works, transmit and use such part or portion of the Supplier Software in conjunction with JPMC's use of the related Deliverable.

7.3 CONSENTS.

(a) All JPMC Consents shall be obtained by JPMC with Supplier's reasonable cooperation. Unless otherwise set forth in a Task Order, JPMC shall obtain such consents and pay any costs and fees of obtaining the JPMC Consents. Supplier shall cooperate fully in reasonable efforts to obtain any JPMC Consents.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(b) If any JPMC Consent is not obtained, then, unless and until such JPMC Consent is obtained, Supplier shall determine and adopt, subject to the prior written approval of JPMC, such alternative approaches as are practicable, necessary and sufficient to provide the Services and create the Work Product without such JPMC Consents.

(c) All Supplier Consents shall be obtained by Supplier with JPMC's reasonable cooperation, including all Supplier Consents necessary for JPMC to use any third party Intellectual Property or third party software. Unless otherwise set forth in a Task Order, all Supplier Consents shall be obtained by Supplier, on behalf of JPMC, at Supplier's sole cost and expense, including fees.

7.4 JPMC LICENSE OF INTELLECTUAL PROPERTY TO PERFORM SERVICES. During the Agreement Term, JPMC hereby grants to Supplier a nonexclusive, worldwide and royalty-free right and license, for use in connection with the Services, to store, reproduce, display, perform, transmit and use the JPMC Intellectual Property and JPMC Software, and with respect to Services performed on-site at any JPMC location, a right to use the Operating Environment only to perform such on-site Services, all solely for the purposes of this Agreement (and not for the benefit of any third party), and Supplier acknowledges and agrees that its use of the JPMC Intellectual Property in connection with this Agreement shall not create any right, title or interest in or to such JPMC Intellectual Property. Except for the licenses expressly granted hereunder, neither this Agreement nor any disclosure made hereunder grants any license by JPMC to Supplier of any JPMC Intellectual Property.

7.5 LIMITATIONS. Except as may be otherwise expressly provided in this Agreement, JPMC does not grant to Supplier any right or license, express or implied, in or to the JPMC Intellectual Property, JPMC Software, or Operating Environment. Supplier understands and agrees that JPMC and/or JPMC's licensors', as the case may be, are the exclusive owners of, and hold and shall retain, all right, title and interest in and to the JPMC Intellectual Property, JPMC Software, and Operating Environment, and Supplier shall have no ownership or use rights therein. Supplier is the exclusive owner of, and holds and shall retain, all right, title and interest in and to, Supplier Tools, Supplier Software, and Supplier Machines, and JPMC shall have no ownership or use rights therein.

8. PAYMENTS TO SUPPLIER.

8.1 FEES.

(a) JPMC shall pay to Supplier the Fees set forth in an applicable Task Order which shall not exceed the Fees attached hereto as Master Agreement Exhibit G (Fees). Unless otherwise set forth in an applicable Task Order, all Fees shall be paid upon acceptance of the Work Product or achievement of the applicable milestone in accordance with the Timetable and procedures in this Master Agreement and any applicable Task Order, it being acknowledged and agreed that with respect to time and materials and maintenance services, all Fees shall be paid as set forth in the applicable Task Order. Thereafter, Supplier may increase the Fees in accordance with the terms and conditions of Section 8.5 (Increase in Fees) below; provided, however, that in

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

no event shall this sentence be interpreted to permit an increase in Fees during the shorter of: (i) the [*********] of such Task Order, or (ii) the
[************] of such Task Order, unless such other period of time is expressly set forth in such Task Order ("Initial Period"). For clarity, in the event of an increase in the Fees pursuant to Section 8.5 (Increase in Fees), such increase shall not be effective with respect to any Task Order entered into during
[*******] of such [********] period until the end of the Initial Period.

(b) The Fees may be a fixed fee (calculated using the Fees set forth in the applicable Task Order or calculated on the basis of a Professional Unit (day or week as described in Master Agreement Exhibit B (Professional Unit)), and shall include all direct fees and expenses reasonably incurred by Supplier in connection with any Task Order and this Master Agreement together with the Agreement Collateral Documents prior to both the Agreement Effective Date and the Task Order Effective Date, unless otherwise expressly agreed by the Parties in writing. Charges for preparation and presentation of bid proposals shall not be paid by JPMC. Further, if payment under any Task Order is in whole or in part based on time charges, no payment shall be made by JPMC for any travel time, except with JPMC's express prior written consent. Unless expressly agreed in any Task Order, Supplier shall be responsible for all out-of-pocket expenses actually incurred and paid by Supplier in connection with performance of any Task Order, including travel, hotel, housing, visas or other work permits and entertainment expenses. If expressly provided in the applicable Task Order, such expenses reasonably incurred shall be reimbursed in accordance with JPMC's then-current published policies governing travel and business expenses, a copy of which shall be furnished to Supplier. Supplier will attach to invoices for out-of-pocket expenses, copies of customary receipts and other such appropriate documentation as evidence of expenses incurred and paid.

8.2 PAYMENT SCHEDULE AND INVOICES.

(a) Supplier shall invoice JPMorgan Chase Bank or the JPMC Affiliate that executed the applicable Task Order at such times and for such period as are expressly provided for in the applicable Task Order. Such invoices shall set forth the Task Order number and, in reasonable detail, the Services provided or to be provided by Supplier, or any Subcontractor, during the period covered by such invoice, prorating Fees if the period covered thereby constitutes a partial period. Except for any amounts that are disputed in good faith by JPMorgan Chase Bank or such JPMC Affiliate or as otherwise provided in the applicable Task Order, invoices shall be due and payable within forty five (45) days after receipt by JPMorgan Chase Bank or the applicable JPMC Affiliate, as the case may be, at the JPMC bill-to-address set forth in such Task Order.

(b) Only JPMorgan Chase Bank shall be responsible for Fees and Task Orders signed by JPMorgan Chase Bank. Only the JPMC Affiliate shall be responsible for Fees and Task Orders signed by that JPMC Affiliate. Any charges by Supplier, or any Subcontractor, for New Services will be invoiced as expressly agreed in writing by JPMorgan Chase Bank, or the applicable JPMC Affiliate, and Supplier at the time a Task Order is amended to include such New Services. JPMorgan Chase Bank or the applicable LOB (as hereinafter defined) shall have the right to set-off against amounts owed by such LOB under the applicable Task Order any

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

amount Supplier is obligated to pay or credit such LOB under the applicable Task Orders; provided, however, that if this Agreement is terminated and/or there are no outstanding Task Orders, Supplier shall be required to refund to JPMC or the applicable LOB the remaining balance. The defined term "LOB" shall mean each of:
(i) the Investment Bank, (ii) Investment Management and Private Banking, (iii) JPMorgan Partners, (iv) Retail and Middle Market Financial Services, (v) Treasury and Security Services, or any successor to any of the aforementioned units and (vi) corporate services, including Corporate Business Services and Enterprise Technology Services.

8.3 RECURRING COSTS. If general market conditions or technology changes reduce Supplier's recurring costs by a non deminimis amount in providing the Services, Supplier shall renegotiate with JPMC to share those reduced costs with JPMC. 

     8.4 [*************************].
[*****************************************************************************
*****************************************************************************
****************************************************************************.]

     8.5 INCREASE IN FEES. If any increase in the Fees set forth in the

applicable Task Order is contemplated after the later of: (a) the [***********] period described in Section 8.1 (Fees) above, or (b) with respect to a particular Task Order, the Initial Period, such increase in Fees shall be mutually agreed upon in writing between the Parties, provided that in no event shall the rate of any increase in Fees exceed [***********]. In addition, to the extent that Supplier purchases equipment or software as required pursuant to any applicable Task Order, Supplier shall not charge JPMC more than its actual cost; provided, further, that JPMC shall be responsible for any taxes on such purchase.

8.6 AUDIT OF FEES. Upon reasonable prior written notice from JPMC, but in no event more than once in any twelve (12) month period, Supplier shall provide JPMC and its authorized agents with access to such financial records and supporting documentation as may be reasonably requested by JPMC, and JPMC may audit the Fees pursuant to an applicable Task Order to determine that such Fees are accurate and in accordance with such Task Order. If, as a result of such audit, JPMC determines that Supplier has overcharged JPMC, JPMC shall provide written documentation of such claim to Supplier and notify Supplier of the amount of such overcharge and Supplier, after review of such documentation and any necessary adjustment, shall promptly pay to JPMC the amount of the overcharge, plus interest at the prime rate (as quoted in the Wall Street Journal on the last day of the month prior to such month when payment is due) plus one and [******************] per annum, but in no event to exceed the highest lawful rate of interest, calculated from the date of receipt by Supplier of the overcharged amount until the date of payment to JPMC. If any such audit reveals an overcharge to JPMC by Supplier of [**********] or more of a particular fee category overall, Supplier shall also reimburse JPMC promptly for the cost of such audit. All information disclosed during any audit shall be held as Supplier Confidential Information and shall not be disclosed except for the purposes of this Section 8.6 (Audit of Fees) and as otherwise required to be disclosed to agents and regulators of JPMC.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

9. TAXES.

9.1 RESPONSIBILITY FOR PAYING TAXES, GENERALLY.

(a) (i) Supplier shall be responsible for any sales, service, value-added, use, excise, consumption, and any other taxes and duties on the goods or services it purchases, consumes or uses in providing the Services, including taxes imposed on Supplier's acquisition or use of such goods or services and the amount of tax is measured by Supplier's costs in acquiring such goods or services.

(ii) Unless JPMC provides Supplier with a valid and applicable exemption certificate or as otherwise provided in this Section, JPMC will be responsible for sales, use, excise, services, consumption and other taxes or duties (excluding value added tax) that are assessed on the provision of the Services and for which Supplier invoices JPMC before the expiration of the applicable JPMC statutory period for assessment of deficiencies. Supplier agrees to indemnify JPMC for any penalties and interest arising from Supplier's failure to collect or remit such tax.

(iii) Except when separately identified by Task Order (per clause
9.1 (a)(iv)) or as otherwise provided in this Section, JPMorgan Chase Bank NY will be responsible for value-added taxes that are assessed on the provision of the Services (including the reimbursement of expenses), any particular goods provided to JPMC by Supplier, its Affiliates or subcontractors, or the charges for such goods or Services. If a value added tax is later assessed against Supplier due to a change in law or otherwise, on the provision of the Services, however levied or assessed, except for assessments levied against the Supplier for administrative errors by the Supplier (e.g. incorrect calculation of the quantum of VAT due), to the extent Supplier may not recover or obtain a credit for such tax, both parties will negotiate in good faith and agree on a commercial resolution to this issue to their mutual satisfaction. Failing an agreement between the Parties on such adjustment, JPMC reserves the right to terminate the affected Task Orders in accordance with Section 16.2.

(iv) When Services are specifically identified in the Task Order as being liable to value-added taxes, Supplier will be responsible for levying such taxes on the provision of the Services and JPMC will be responsible for paying said taxes in addition to the consideration payable.

(v) Any taxes assessed, as determined by JPMC, on the provision of the Services resulting from Supplier relocating or rerouting the delivery of Services for Supplier's convenience to, from or through a location other than the location approved by JPMC as of the Effective Date of the applicable Task Order, shall be paid by JPMC and JPMC shall receive a credit with respect to the fees invoiced thereunder equal to the payments made pursuant to this Subsection 9.1 (a)(v).

(b) JPMC may deduct withholding taxes, if any, from payments to Supplier where required under applicable law. JPMC shall, at Supplier's written request, provide Supplier

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

with appropriate receipts for any taxes so withheld to the extent that JPMC has received such receipts from the applicable taxing authority.

(c) Each of JPMC and Supplier (for itself and its subcontractors) shall bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real property, personal property (including software), franchise and privilege taxes on its business, and taxes based on its net income or gross receipts. Supplier's employees shall not be considered employees of JPMC by reason of their provision of Services under this contract and Supplier shall bear sole responsibility for all payroll and employment taxes relating to its employees.

9.2 SEGREGATION OF FEES. JPMC and Supplier shall cooperate to segregate the fees payable hereunder into the following separate payment streams: (a) those for taxable Services; (b) those for nontaxable Services; (c) those for exempt Services, (d) those for which a sales, use or other similar tax has already been paid; and (e) those for which Supplier functions merely as a paying agent for JPMC in receiving goods, supplies or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously been subject to tax. Supplier shall state separately on its invoices the portion of fees which are subject to any sales, use, excise, value-added, services, consumption or other taxes due during the term of an applicable Task Order in connection with the provision of the Services, and the amounts of any taxes Supplier is collecting from JPMC.

9.3 COOPERATION. JPMC and Supplier shall reasonably cooperate to more accurately determine each party's tax liability and to minimize such liability to the extent legally permissible. JPMC and Supplier shall provide and make available to the other party any resale certificates, information regarding out-of-state sales or use of equipment, materials or services, and other certificates or information reasonably requested by such other party. Software licenses acquired by, delivered to and installed at certain JPMC locations and maintenance services applicable thereto are exempt from sales and use taxes. JPMC will provide Supplier with the applicable documentation applicable to tax exempt transactions at the time an applicable license schedule is signed. Specifically, for all software delivered and installed at certain JPMC locations described in a letter from the New York City Industrial Development Agency ("IDA"), dated February 7, 2003, a copy of which has been delivered to Supplier, JPMC shall be deemed to have ordered such software in its own name as agent for the IDA for the purposes of qualifying for exemption from New York State and New York City sales and use taxes.

9.4 ASSESSMENT FOR TAX DEFICIENCY. If either Party is assessed a deficiency for taxes payable by the other Party pursuant to this Master Agreement, the assessed Party will promptly notify the other Party of such assessment and will administratively contest such assessment to the extent it is timely requested or authorized to do so by the other Party. The other Party will be given a reasonable opportunity to participate in any such administrative contest and to review prior to submission the terms of any communication the assessed Party undertakes as part of such administrative contest. The assessed Party will not agree the amount of any such assessment without the approval of the other Party, such agreement not to be unreasonably withheld. The other Party shall indemnify and hold harmless the assessed Party from any such

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

tax deficiency. Penalties and interest, if any, associated with such deficiency shall be the responsibility of (i) assessed Party where such deficiency resulted from a failure of the assessed Party to properly invoice the other Party. The other Party shall reimburse the assessed Party for all accounting and attorneys' fees and expenses reasonably incurred in contesting such assessment at the request or upon the authorization of the other Party; provided, however, that the assessed Party shall not be required to contest any such assessment unless requested or authorized to do so by the other Party, and payment by the assessed Party of an assessed deficiency which it was not timely requested or authorized by the other Party to contest, said assessment having been promptly advised to the other Party, will be deemed a payment which the assessed Party was required to pay to the appropriate government entity.

9.5 REQUIRED DISCLOSURE. Notwithstanding anything herein to the contrary, any party hereto (and any of its employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind: (a) any information with respect to the U.S. federal income tax treatment of the transactions contemplated herein and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose the names of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or facts that are provided to any of the persons referred to above.

10. AUDITS.

10.1 AUDIT PROCESSING.

(a) Upon notice from JPMC, Supplier shall provide such auditors (internal and external to JPMC) and inspectors as JPMC, or any regulatory authority may, from time to time, designate with reasonable access, at all reasonable times, to: (i) Supplier Service Locations, (ii) Supplier Software, Supplier Tools, JPMC Software and Applications, (iii) Supplier Machines, (iv) all Subcontractors and Supplier Personnel and (v) all JPMC Confidential Information, Work Products, the data and records relating to the Services including data and records evidencing or pertaining to any Personal Information, for the purpose of performing audits or inspections of the Services. Supplier shall provide, and shall cause its Subcontractors or other representatives to provide, such auditors and inspectors any assistance that they may reasonably require. In no event shall any JPMC external auditors be a direct competitor of Supplier.

(b) If any audit by an auditor designated by JPMC or a regulatory authority results in Supplier being notified that it, or any Subcontractor, is not in compliance with: (i) JPMC's corporate audit procedures, (ii) any U.S. generally accepted accounting principle or (iii) any Applicable Law including the Electronic Signatures in Global and National Commerce Act, or audit requirement relating to the Services or Supplier's business, Supplier shall, and shall cause its Subcontractors to, take all actions to comply with any such Applicable Law or audit requirement relating to the Services or Supplier's business.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(c) Supplier shall bear the expense of any such response that is: (i) required by any Applicable Law or audit requirement relating to the Services or Supplier's business, (ii) performed by Supplier as part of the Services or (iii) necessary due to Supplier's noncompliance with any Applicable Law or audit requirement imposed on Supplier. As part of the Services, Supplier shall provide to JPMC a copy of those portions of Supplier's internal audit reports relating to the Services.

(d) Any audit reports or results, including any management responses thereto, shall be maintained in the United States and shall be in written in, or translated to, English.

10.2 RECORD RETENTION. As part of the Services, Supplier shall: (a) retain records and supporting documentation sufficient to document the Services and the Fees paid or payable by JPMC under this Agreement, including records and supporting documentation evidencing or pertaining to any JPMC Confidential Information and Personal Information, during the Agreement Term and for a period of time following the expiration or termination of this Agreement, in accordance with all Applicable Laws including the Electronic Signatures in Global and National Commerce Act, and otherwise consistent with JPMC's record retention policy but in no event less than seven (7) years, and (b) upon notice from JPMC, provide JPMC and its authorized agents with reasonable access to such records and documentation. All such documents and records shall be in English.

10.3 FACILITIES. Supplier shall provide to JPMC, and such auditors and inspectors as JPMC may designate in writing, on Supplier's premises (or if the audit is of a Subcontractor, the Subcontractor's premises if necessary), space and office services as JPMC, or such auditors and inspectors, may reasonably require to perform the audits described in this Article 10 (Audits).

11. CONFIDENTIALITY; COMPLIANCE WITH PRIVACY POLICIES.

11.1 GENERAL CONFIDENTIALITY OBLIGATIONS.

(a) All JPMC Confidential Information is, or will be, and shall remain the property of JPMC. Supplier is the owner of all Supplier Confidential Information. JPMC and Supplier consider it mutually beneficial that in connection with the Services: (i) JPMC disclose the JPMC Confidential Information to Supplier, and (ii) Supplier disclose Supplier Confidential Information to JPMC. JPMC and Supplier each agree to treat the Confidential Information of the other as confidential and proprietary to the other Party in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, the Party providing Confidential Information, and such Party's Affiliates, as applicable, shall be referred to as the "Transmitting Party" and the Party receiving the Confidential Information, and such Party's Affiliates, as applicable shall be referred to as the "Receiving Party".

(b) Except as otherwise expressly set forth in any license granted by Supplier to JPMC hereunder, the Receiving Party shall not: (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Transmitting Party provided to the Receiving Party by reason of the relationship established by

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

this Agreement, or learned by the Receiving Party by reason of this Agreement,
(ii) otherwise use the Confidential Information of the Transmitting Party (A) for the Receiving Party's own benefit or that of any third party, (B) to the Transmitting Party's detriment, (C) for any purpose other than performance of the Services, or (D) in any manner unnecessary to the performance of the Services, (iii) commercially exploit any Confidential Information of the Transmitting Party, (iv) use any copies of any Confidential Information of the Transmitting Party, except as contemplated by this Agreement, (v) acquire any right in, or assert any lien against, the Confidential Information of the Transmitting Party or (vi) refuse for any reason (including a default or material breach of this Agreement by the Transmitting Party) to promptly provide the Confidential Information of the Transmitting Party, including copies thereof, to the Transmitting Party if requested to do so (excluding copies of such Confidential Information as may be necessary to be retained by reason of legal, accounting or regulatory requirements).

(c) Notwithstanding the provisions of Section 11.1(b) above (General Confidentiality Obligations), the Receiving Party shall be permitted to disclose relevant aspects of the Transmitting Party's Confidential Information to the Receiving Party's and its Affiliates' directors, officers, agents, subcontractors and employees to the extent that such disclosure is necessary for the performance of the Receiving Party's obligations under this Agreement; provided, however, that:

(i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Transmitting Party is not disclosed or duplicated in contravention of the provisions of this Agreement by such directors, officers, agents, subcontractors and employees;

(ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties listed in Subsection 11.1(c)(i) above (General Confidentiality Obligations) receiving the Confidential Information from or through the Receiving Party; and

(iii) before disclosing any Confidential Information of the Transmitting Party, all such persons receiving Confidential Information shall: (A) have requisite clearance; (B) if not employees of the Receiving Party (excluding regulators), be subject to a written confidentiality agreement with the Receiving Party that is consistent with this Agreement and that names the Transmitting Party as a third party beneficiary thereof, a copy of which agreement shall be provided by the Receiving Party to the Transmitting Party prior to any such non-employee being given access to the Confidential Information of the Transmitting Party; (C) have a need to know such Confidential Information for performance related to the Services; and (D) in the case of employees of the Receiving Party, have been informed of the confidential nature of the Confidential Information and have expressly agreed to act in accordance with the terms and conditions of this Agreement (such agreement to include, with respect to JPMC, affirmation of JPMC's Worldwide Rules of Conduct).

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(d) Notwithstanding anything in this Agreement to the contrary, the Receiving Party shall comply with all privacy and data protection laws, rules and regulations and all privacy policies of the Transmitting Party which are, or which may in the future be, applicable to the terms of this Agreement or the Services. The Transmitting Party must advise, and shall have the continuing obligation to advise, the Receiving Party in writing of all such privacy and data protection laws, rules and regulations, and policies of the Transmitting Party which are, or which may in the future be, applicable to the terms of this Agreement or the Services. Without limiting the generality of the preceding sentence, the Receiving Party agrees that it will not use, nor disclose to any other Party, any nonpublic personal information which it receives from the Transmitting Party in connection with this Agreement, except in accordance with this Agreement.

(e) The obligation to treat information as Confidential Information as provided by this Section 11.1 (General Confidentiality Obligations) shall not apply to information which: (i) shall be publicly available through no action of the Receiving Party in violation of this Agreement, (ii) shall have been in the Receiving Party's possession prior to disclosure by the Transmitting Party,
(iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without use of any Confidential Information that the Transmitting Party has disclosed to the Receiving Party or (iv) shall be obtained by the Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Transmitting Party.

(f) Upon termination of this Master Agreement together with the Agreement Collateral Documents, or any applicable Task Order pursuant to which the Confidential Information was disclosed, or upon the Transmitting Party's earlier request, the Receiving Party, and its subcontractors, shall promptly give over to the Transmitting Party, all of the Transmitting Party's Confidential Information then in the Receiving Party's, or its subcontractors', possession. The Receiving Party, and its subcontractors, shall retain no part or copy of any of the Transmitting Party's Confidential Information and, if requested in writing, the Receiving Party, and its subcontractors, shall certify their respective complete compliance with the foregoing provision.

(g) The Receiving Party acknowledges that its obligations under this Agreement with regard to: (i) trade secrets of the Transmitting Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, (ii) Personal Information shall remain in effect forever, without expiration and (iii) all other Confidential Information of the Transmitting Party shall remain in effect for a period of five (5) years after the expiration or earlier termination of the applicable Task Order to which such other Confidential Information pertains.

(h) The Receiving Party acknowledges the competitive value and confidential nature of the Transmitting Party's Confidential Information and that disclosure thereof to any third party could be harmful to the Transmitting Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to this Agreement, becomes legally compelled to disclose any of the

33

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Confidential Information, the Receiving Party, to the extent permitted by law, shall provide the Transmitting Party with prompt notice so that the Transmitting Party may seek a protective order or other appropriate remedy and shall cooperate in seeking reasonable protective arrangements requested by the Transmitting Party. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.

(i) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the competitive or other damage that may result to the Transmitting Party if information contained therein is disclosed to any third party in breach of the obligations set forth in this Agreement, money damages may not be a sufficient remedy for any breach of this Agreement by the Receiving Party, and that, in addition to all other remedies, the Transmitting Party may be entitled to specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach, and the Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

11.2 JPMC CONFIDENTIAL INFORMATION SPECIFICALLY. Except as otherwise expressly set forth on a Task Order, all JPMC Confidential Information shall be specifically segmented from information of any third parties and separately safeguarded in accordance with the term and conditions set forth in this Agreement. Without limiting anything contained in this Agreement, without the express prior written consent of JPMC, JPMC Confidential Information shall not be, even upon the expiration of the time periods referred to in Section 11.1(g) (General Confidentiality Obligations): (a) used by Supplier other than in connection with providing the Services, (b) disclosed, sold, assigned, leased or otherwise provided to third parties by Supplier, (c) commercially exploited by or on behalf of Supplier, or (d) allowed by Supplier to be used or disclosed for any of the foregoing purposes by third parties, including Subcontractors. Supplier bears the full and complete risk and liability for all loss, theft or destruction to any JPMC Confidential Information provided to Supplier or any Subcontractor. As part of the Services, Supplier shall promptly correct, at JPMC's request, any errors or inaccuracies in any JPMC Confidential Information and the Reports, when such errors are caused by Supplier or any Subcontractor, and at JPMC's request and expense, any other material errors or inaccuracies in the JPMC Confidential Information. Upon request by JPMC at any time, Supplier shall (y) at JPMC's expense, promptly return to JPMC, in the format and on the media requested by JPMC, all JPMC Confidential Information, and (z) erase or destroy all JPMC Confidential Information in Supplier's possession.

11.3 UNAUTHORIZED ACTS. In the event of any unauthorized possession, use, knowledge, disclosure, or attempt thereof with respect to any Confidential Information, or loss of, or inability to account for such Confidential Information, the Receiving Party shall:

(a) Notify the Transmitting Party promptly;

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(b) Promptly furnish to the Transmitting Party full details thereof, and use reasonable efforts to assist the Transmitting Party in investigating or preventing the recurrence thereof;

(c) Use reasonable efforts to cooperate with the Transmitting Party in any litigation and investigation against third parties deemed necessary by the Transmitting Party to protect its proprietary rights; and

(d) Promptly use all reasonable efforts to prevent a recurrence of the unauthorized act or attempt.

JPMC and Supplier, shall each bear their own respective costs incurred as a result of compliance with this Section 11.3 (Unauthorized Acts).

11.4 PERSONAL INFORMATION. In the event of a conflict or inconsistency between a provision of this Agreement applicable to Confidential Information, on the one hand, and a provision of this Agreement applicable to Personal Information, on the other hand, the latter will control to the extent of the conflict or inconsistency. Personal Information includes copies of such information or materials derived from such information. Notwithstanding anything in this Agreement to the contrary:

(a) Supplier will keep confidential and will not use or disclose to any party (including Affiliates of Supplier), any Personal Information, except as authorized in writing by JPMC or as appropriate in connection with performing the Services in accordance with the terms and conditions set forth in this Agreement. Supplier acknowledges that it has received and reviewed a copy of JPMC's privacy policy applicable to Personal Information and it agrees that it will not act in a manner that is inconsistent with such policy.

(b) Supplier will maintain appropriate physical, electronic and procedural safeguards to store, dispose of (if applicable) and secure Personal Information to protect it from unauthorized access, use, disclosure, alteration, loss and destruction. The safeguards used by Supplier to protect Personal Information will be no less than those used by Supplier to protect its own Confidential Information. In addition, Supplier will comply with any other security safeguards and standards required by this Agreement.

(c) Supplier will control access to Personal Information and, except as required by law or as otherwise expressly permitted by this Agreement, permit access only to individuals who need access in connection with the Services and will cause such individuals to maintain the confidentiality of Personal Information.

(d) As between JPMC and Supplier, Personal Information, and all applicable Intellectual Property rights embodied in the Personal Information, shall remain the property of JPMC. Supplier will, upon the expiration or earlier termination of this Agreement, or any applicable Task Order pursuant to which the Personal Information was disclosed, or upon JPMC's earlier request, return to JPMC all Personal Information or destroy it, as specified by JPMC. Supplier will provide to JPMC a destruction certificate if so requested.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(e) Without limiting the generality of Section 12.1(e) of this Agreement (compliance with all applicable laws), Supplier represents that it is its intent to comply, and covenants that it shall comply, with all privacy and data protection laws ("Privacy Laws") and all rules and regulations which apply to Supplier in the performance of its obligations under this Agreement including all Task Orders: (1) of all Applicable Countries and (2) which are or which in the future may be applicable to Personal Information or the Services, including the GrammLeach-Bliley Act (PL 106-102) (15 USC 6801 et seq.), the Fair Credit Reporting Act (15 USC 1681 et seq.), implementing legislation for Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 (as incorporated into domestic legislation of the member states of the European Union including the Data Protection Act 1998 of the United Kingdom), and any applicable secondary legislation, regulations, and orders. Each Party shall co-operate with the relevant authorities in accordance with any applicable timeframes identified by such authorities in identifying the respective roles and obligations of each Party with respect to Personal Information. If a warrant or similar document is issued by a court of competent jurisdiction in an Applicable Country for the inspection, examination, operation or testing of any Supplier technologies used or intended to be used for Personal Information, Supplier shall promptly notify JPMC-designated recipients in writing. If Supplier is required to disclose Personal Information: (A) in accordance with the Privacy Laws of an Applicable Country or (B) as required by the order of a court of competent jurisdiction of an Applicable Country, it shall promptly notify JPMC in writing prior to disclosure. To the extent that in providing the Services, Supplier has access to any 'personal data' (as defined 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 (the "Directive"))("Personal Data") from a member state of the European Union, then Supplier shall comply with the Addendum set forth hereto as Master Agreement Exhibit H (European Union Privacy Addendum).

For the purposes of the remainder of this Subsection 11.4(e) (Personal Information), where the words and phrases used are not defined in this Agreement, they shall have the meanings ascribed to them by the Directive. To the extent that in providing the Services, Supplier in any country outside of the European Economic Area comes into possession of or processes any Personal Data that has previously been processed in any country within the European Economic Area, then Supplier shall comply with the Addendum set forth hereto as Master Agreement Exhibit H (European Union Privacy Addendum).

If during the term of this Agreement either Party: (i) having an establishment on the territory of a Member State of the European Union; or (ii) having an establishment in a place where the national law of a Member State applies by virtue of international public law; or (iii), for the purposes of processing personal data, makes use of equipment, automated or otherwise, situated on the territory of a Member State, comes into possession of or processes personal data in respect of inter alia the other Party's clients, employees or agents ("Data") then each Party agrees and undertakes that during the term of this Agreement it will comply with the obligations imposed by the Directive and the implementing legislation of any Member State, and in particular each Party confirms that it has in place appropriate technical and organizational measures sufficient to satisfy the requirements of the Directive and the implementing legislation

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

of any Member State and which shall include appropriate technical and organizational measures so as to: (i) prevent the unauthorized or unlawful processing of the Data, (ii) prevent the loss, falsification or destruction of, or damage to the Data and (iii) ensure that adequate measures are imposed to prevent the introduction of any viruses which may corrupt, delete or otherwise affect the integrity of the Data.

Supplier confirms that when it is processing Data it will act solely on the reasonable instructions of JPMC. Supplier further confirms that, except as otherwise provided for under the Agreement, it will not transfer the Data outside of the European Economic Area without the express written agreement of JPMC.

(f) Supplier has: (i) established and will maintain appropriate policies and procedures to comply with its obligations concerning Personal Information under this Agreement, (ii) provided, and will provide, training on such policies and procedures for employees with access to Personal Information and (iii) established and will enforce appropriate disciplinary measures for individuals who fail to comply with such policies and procedures.

(g) To the extent permitted by law, Supplier will promptly notify JPMC in writing if it becomes aware of: (i) any breach of its information security procedures, (ii) any loss of Personal Information, (iii) any attempt to obtain unauthorized access, disclosure or use of Personal Information or (iv) any attempt to alter or destroy any Personal Information. Such notice will include steps taken or planned to be taken by Supplier to remedy the situation.

(h) Notwithstanding anything contained in this Agreement, JPMC has the right to terminate one or more Task Orders (in whole or in part), immediately without penalty for a failure of Supplier to comply with its obligations concerning Personal Information set forth herein. Supplier acknowledges that the unauthorized disclosure of Personal Information is likely to cause irreparable injury to JPMC and that, in the event of a violation or threatened violation of any of these obligations, JPMC shall have no adequate remedy at law and shall therefore be entitled to enforce each such obligation by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages or the adequacy of money damages, posting any bond or other security or giving any undertaking, and without prejudice to any other rights and remedies which may be available, at law or in equity.

(i) Supplier will not use Personal Information to contact any person except if required by any Applicable Law, provided that any such contact does not involve marketing or solicitation of products or services.

(i) Specifically in relation to Personal Information processed currently in certain countries (e.g., Switzerland and Luxembourg), both Parties recognize that Applicable Laws may require that the provision of Services may not be possible without: (i) obtaining the consent of customers or other contacts of JPMC, (ii) the grant of a power of attorney to JPMC by the customer or other contact of the relevant JPMC Affiliate or (iii) sending notice to customers or other contacts of JPMC, or as needed execution of service agreements between Supplier and the local JPMC entity in the local jurisdiction. Where JPMC determines that this result is neither

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

appropriate nor practical, JPMC may elect, subject to Section 16.2 (Termination for Convenience) of this Agreement, to remove some or all of the Services to be provided hereunder in such jurisdiction.

12. REPRESENTATIONS AND WARRANTIES.

12.1 REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants that:

(a) Supplier is a corporation, validly existing and in good standing under the laws of the State of Delaware.

(b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(c) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier's ability to fulfill its obligations under this Agreement.

(d) The execution, delivery and performance of this Agreement by Supplier has been duly authorized by all necessary corporate action of Supplier.

(e) Supplier shall comply with all Applicable Laws, including identifying and procuring required permits, certificates, approvals and inspections and all privacy and data protection laws and all rules and regulations: (i) of all Applicable Countries or (ii) which are or which may in the future be applicable to Personal Information or the Services, including the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6801 et seq.), the Fair Credit Reporting Act (15 U.S.C. Section 1681 et seq.), Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 (as incorporated into domestic legislation of the EU countries including the U.K. Data Protection Act of 1998), and any applicable secondary legislation, regulations, and orders. If a warrant or similar document is issued by a court of competent jurisdiction in an Applicable Country for the inspection, examination, operation or testing of any Supplier Intellectual Property or Work Product used or intended to be used for Personal Information, Supplier shall promptly notify JPMC-designated recipients in writing, if so permitted by law. If Supplier is required to disclose Personal Information (1) in accordance with the privacy and data protection laws of an Applicable Country or (2) as required by the order of a court of competent jurisdiction of an Applicable Country, it shall promptly notify JPMC in writing, if so permitted by law.

(f) Supplier's and the Subcontractors' performance of this Agreement will not constitute: (i) a violation of any judgment, order, or decree, (ii) a default under any material contract by which it or they are bound or (iii) an event that would, with notice and/or lapse of time, constitute such a default.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(g) Supplier will not perform, or permit any Subcontractor to perform, its responsibilities under this Agreement with actual knowledge on the part of Supplier (or such Subcontractor, to the extent Supplier is aware of such Subcontractor's knowledge), that the manner in which such responsibilities are performed would cause JPMC to be in violation of any Applicable Law.

(h) Supplier has not disclosed any JPMC Confidential Information.

(i) Supplier and each Subcontractor shall perform its obligations under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Third Party Intellectual Property Rights, and all Services, Work Product (as of the date of delivery of the Work Product to JPMC), Supplier Tools, Supplier Software, and Supplier Machines shall not infringe or misappropriate any Third Party Intellectual Property Rights.

(j) Prior to use to provide the Services, Supplier shall verify that all Supplier Software and Supplier Machines: (i) have been properly installed,
(ii) are operating in accordance with all specifications therefor, (iii) are suitable and capable to use adequately in connection with the Services, (iv) shall operate in accordance with the Service Levels set forth in the applicable Task Order and (v) are performing in a reliable manner.

(k) Supplier shall perform the Services in accordance with: (i) the Service Levels and (ii) any relevant third party vendor's, license, documentation and recommendations; provided, for any third party material provided by JPMC, JPMC provides the necessary license, documentation and recommendations. All Work Product shall operate in the Operating Environment in accordance with all applicable Specifications and Documentation.

(l) No Destructive Elements will be coded or introduced into any Work Product, JPMC Software, Operating Environment, Supplier Software, Supplier Machines, or other software or systems used to provide the Services. Supplier agrees that, if any Destructive Elements are found to have been introduced into any Work Product, JPMC Software, Operating Environment, Supplier Software, Supplier Machines, or other software or systems used to provide the Services, and without limitation of all other rights and remedies of JPMC, including under this Agreement, at law and/or in equity, Supplier shall use its best commercial efforts, at no additional charge, to assist JPMC in eliminating or reducing the effects of the Destructive Elements and, if the Destructive Elements cause an Error in the Applications, a loss of operational efficiency or loss of data, to assist JPMC to the same extent to mitigate and restore such losses. Supplier shall be responsible for any losses, damage or liabilities attributable to any such Destructive Elements that have not been eliminated or reduced.

(m) All Supplier Software shall be commercially available at the time Supplier or such Subcontractor chooses to utilize such Supplier Software, unless Supplier (on its own behalf or on behalf of a Subcontractor) first obtains JPMC's express prior written consent thereto and Supplier shall maintain, for the duration of this Agreement, valid licenses for all such Supplier Software.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(n) All reports and tax returns (including employment and withholding taxes) of Supplier and each Subcontractor required, as a result of this Agreement, to be filed under Federal, state, local and foreign laws, shall be filed on a timely basis, and Supplier, and each Subcontractor, unless contesting such in good faith, shall promptly pay all governmental taxes, assessments, fees and other charges lawfully levied upon or assessed against it.

(o) Supplier has not violated any Applicable Law regarding the offering of unlawful inducements in connection with this Agreement, or JPMC policy to avoid even the appearance of impropriety. If at any time during the Agreement Term JPMC determines that the foregoing warranty has been violated, then, in addition to any other rights JPMC may have under this Agreement, at law or in equity, JPMC shall have the additional right to terminate one or more Task Orders, without penalty and without affording Supplier an opportunity to cure.

(p) Supplier shall use reasonable best efforts to take precautions necessary to ensure that all Supplier Service Locations and Supplier Machines shall be safeguarded against "hacker" attempts.

(q) Supplier shall provide such other representations and warranties that are set forth in any Task Order.

(r) Unless otherwise set forth on an applicable Task Order, the Services and all Work Product: (i) are and will be capable of supporting the "Euro" as a main or additional currency, including, for the avoidance of doubt:
(x) the ability to convert into Euro from other currencies and from other currencies into Euro; (y) the ability where necessary to interface with systems, including systems for making and receiving payments, denominated in Euros; and
(z) the ability to deal with additional currencies which, as of the Effective Date, do not form part of the European Monetary Union ("EMU"), but which subsequently join the EMU ("Additional EMU Currencies") thereby necessitating conversion of those Additional EMU Currencies into Euro in accordance with the requirements of relevant European Union or applicable legislation; (ii) are not and will not be adversely affected or manifest any errors by virtue of any requirement to convert currencies or units of currency as a result of the EMU (including as a result of Additional EMU Currencies joining the EMU) or any other variation in currency, conversion of currency or alteration of pricing structures and (iii) will comply with all applicable legislation and legislative changes, including those in connection with or pertaining to the EMU and the currencies which form part of it, which shall also include legislation relating to Additional EMU Currencies joining the EMU, all without additional expense to JPMC and without causing any disruption to the Services.

12.2 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER JPMC NOR VENDOR MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE SYSTEMS AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

13. INDEMNITIES.

13.1 INDEMNITY BY JPMC. Subject to the limitations contained in Section
14.2 (Limitations on Liability), JPMC agrees to indemnify and hold harmless Supplier, and its directors, officers, employees, agents and assigns, as applicable, in accordance with the procedures described in Section 13.3 (Indemnification Procedures) hereof against any and all liability or expenses (including attorneys' fees and expenses) arising out of, or relating to, any Claim resulting directly and proximately from, or in connection with:

(a) The death or bodily injury of any agent, employee, customer, contractor, business invitee or business visitor of Supplier to the extent caused or contributed to by JPMC's negligence or willful misconduct as adjudicated by a competent court of law.

(b) The damage, loss or destruction of any real or tangible personal property owned or leased by Supplier to the extent caused or contributed to by the negligence or willful misconduct of JPMC as adjudicated by a competent court of law.

(c) A breach of JPMC's obligations to get all necessary JPMC Consents.

13.2 INDEMNITY BY SUPPLIER. Supplier shall indemnify, hold harmless, and defend JPMorgan Chase Bank and its Affiliates, and their respective directors, officers, employees, retirees, agents, and assigns, as applicable, from any liability, damages, losses, judgments, amounts agreed upon in settlement, costs and expenses (including attorneys' fees and expenses) arising out of, connected with or resulting from, any Claim relating to:

(a) Any duties or obligations of Supplier, its Affiliates or any Subcontractor, or any Supplier Personnel in respect of a third party or any Subcontractor of any tier (i.e., direct Subcontractors, their subcontractors, and so on), including Claims based on employer status or on Supplier's payment obligations to the Subcontractors.

(b) Failure of the facilities and the physical and data security controls at Supplier Service Locations to conform to JPMC standards and specifications provided to Supplier in writing hereunder.

(c) Death or personal injury of any agent, employee, customer, contractor, business invitee or business visitor of JPMC, or any property damage to any real or personal property owned or leased by JPMC, to the extent caused or contributed to by the negligence or willful misconduct of Supplier, its Affiliates, any Supplier Personnel, or any Subcontractor.

(d) Damage, loss or destruction of any real or personal property owned or leased by JPMC while in Supplier's control to the extent caused or contributed to by Supplier, its Affiliates, any Supplier Personnel, or any Subcontractor.

(e) A breach, or alleged breach, of Supplier's or the Subcontractors' obligations set forth in Article 11 (Confidentiality; Compliance with Privacy Policies) and Section 12.1 (Representations and Warranties) hereof.

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(f) Any acts or damage caused by any Subcontractor or other third party service provider retained by Supplier to provide the Services, regardless of whether JPMC has authorized the use of such third party service provider by Supplier, to the same extent Supplier would be liable if Supplier performed such acts or damages.

(g) Supplier's failure to pay any Subcontractors for the services provided in connection with the Services.

(h) Any taxes or other similar charges, including interest and penalties, assessed against JPMC which are obligations of Supplier hereunder.

(i) All or any part of the Work Product, the Supplier Tools (to the extent incorporated into any Deliverables), or the Documentation infringe on, violate or misappropriate any copyright, patent, trademark, trade secret or other proprietary right of any entity or person; provided that Supplier shall have no obligation under this Subsection 13.2(i) (Indemnity by Supplier) or other liability for any infringement or misappropriation claim resulting or alleged to result from: (1) use of the Work Product or the Supplier Tools (to the extent incorporated into any Deliverables) or any part thereof in combination with any equipment, software or data not approved for use by Supplier in writing (such writing shall include Documentation and comments to the source code), or if the Work Product has been modified or altered by any person or entity other than Supplier without the written approval of Supplier (such writing shall include Documentation and comments to the source code); (2) any aspect of JPMC software, documentation or data which existed prior to Supplier's performance of Services; or (3) JPMC continuing the allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement. This Subsection 13.2(i) (Indemnity by Supplier) sets forth the exclusive remedy and entire liability and obligation of Supplier with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.

Supplier shall indemnify JPMC from any costs and expenses incurred in connection with the enforcement of this Section 13.2 (Indemnity by Supplier).

13.3 INDEMNIFICATION PROCEDURES.

(a) If any Claim is commenced against any Party entitled to indemnification under this Article 13 ("Indemnified Party"), written notice thereof shall be given to the Party that is obligated to provide indemnification ("Indemnifying Party") promptly upon receipt of the Claim by the Indemnified Party. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party has actually been materially and adversely affected as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give notice if such Indemnified Party failed to give prompt notice). To the extent received, the Indemnified Party shall deliver copies of all notices and documents related to the

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Claim, including court papers, to the Indemnifying Party within five (5) business days of the Indemnified Party's receipt thereof.

(b) After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party not less than fifteen (15) days prior to the date on which a response to such Claim is due, to immediately take control of the defense and investigation of such Claim and to select and engage attorneys reasonably satisfactory to the Indemnified Party to handle and defend the same, at the Indemnifying Party's sole cost and expense.

(c) The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through the Indemnified Party's own attorneys or otherwise, in such investigation, trial and defense of such Claim; and any appeal arising therefrom. The Indemnifying Party will bear the costs of counsel engaged by the Indemnified Party by reimbursing the Indemnified Party, as such costs are incurred and upon request therefor, if:
(i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that would preclude such counsel from representing the Indemnified Party or (ii) the Indemnifying Party has failed to engage counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after the Indemnifying Party has received notice of a Claim.

(d) If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 13.3 (Indemnification Procedures), the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, and the Indemnifying Party will bear the costs incurred by the Indemnified Party in connection therewith by reimbursing the Indemnified Party, as such costs are incurred and upon request therefor.

(e) Supplier shall not settle any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not JPMC is an actual or potential party to such claim, action or proceeding without JPMC's written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, JPMC may withhold, delay and/or condition its consent to any settlement of a Claim, in JPMC's sole and absolute discretion, if:

(i) such settlement: (A) involves a remedy other than the payment of money by the Indemnifying Party, (B) affect any rights of JPMC, including any rights with respect to the Work Product, (C) impose any actual liability upon JPMC, or (D) contain or imply (1) a factual admission by or with respect to JPMC, (2) any adverse statement or implication with respect to the character, professionalism, due care, loyalty, expertise, or reputation of JPMC, or (3) any wrongful action or inaction by JPMC; or

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(ii) Supplier and all plaintiffs or claimants do not affirmatively and unconditionally absolve and release JPMC from any responsibility or liability with respect thereto and the subject matter thereof and any responsibility or liability with respect to the same, similar, or related facts or circumstances.

(f) If JPMC is enjoined, or is otherwise prohibited, from using any Work Product, Supplier Tools (to the extent such tools are incorporated into any Deliverable), or Documentation (or any part thereof) as a result of or in connection with any Claim under Subsection 13.2(i) (Indemnity by Supplier), Supplier promptly shall, at its sole expense and in the following order of precedence: (i) procure for JPMC the right to continue to use the Work Product, Supplier Tools or Documentation; (ii) modify the Work Product, Supplier Tools or Documentation so that it becomes noninfringing and nonviolative, without diminishing the functionality or performance of the Work Product, Supplier Tools or Application or (iii) replace the Work Product, Supplier Tools or Documentation with software and documentation that are noninfringing and nonviolative with equivalent functionality and performance. If Supplier cannot, after using its best commercial efforts to do so within a reasonable period of time, so procure, modify or replace the Work Product or Supplier Tools, the Supplier shall terminate the applicable Task Order with respect to the Services and Work Product involved and promptly refund to JPMC the Fee for the Services and Work Product involved under such Task Order.

14. DAMAGES.

14.1 DIRECT DAMAGES. Supplier shall reimburse JPMC for any direct damages arising out of or relating to Supplier's performance under this Agreement. Without limitation, the following shall be considered direct damages and Supplier shall not assert that they are indirect, incidental, special or consequential damages or lost profits to the extent they result from Supplier's failure to provide all or any part of the Services in accordance with this Agreement:

(a) costs of recreating or reloading any of JPMC's information that is lost or damaged;

(b) costs of implementing a work around;

(c) costs of replacing lost or damaged equipment, software and materials;

(d) costs and expenses incurred by JPMC to correct errors in software maintenance and enhancements provided as part of the Services;

(e) costs and expenses incurred by JPMC to procure any Services from an alternate source, to the extent in excess of Supplier's charges under this Agreement after Supplier has been given an opportunity to cure and mitigate its damages;

(f) straight time, overtime or related expenses incurred by JPMC, including overhead allocations, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunications charges and similar charges incurred in connection with Subsections 14.1(a) through (e) above; and

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(g) payments or penalties imposed by a regulatory authority for failure to comply with any Applicable Law.

14.2 LIMITATIONS ON LIABILITY.

(a) EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, VENDOR'S AGGREGATE LIABILITY TO JPMC FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), AND OTHER TORTS ARISING OUT OF OR RELATING TO A PARTICULAR TASK ORDER UNDER THIS AGREEMENT IN ANY ONE TASK ORDER YEAR SHALL NOT EXCEED THE GREATER OF: (i) [***********] THE AGGREGATE SUM PAID TO VENDOR DURING THE IMMEDIATELY PRECEDING [***********] PERIOD FOR THE TASK ORDER UNDER WHICH SUCH CLAIM AROSE PROVIDED, HOWEVER THAT IF THE EVENT THAT IS THE SUBJECT OF THE CLAIM OCCURS DURING THE FIRST [******** ] MONTHS AFTER THE TASK ORDER EFFECTIVE DATE, LIABILITY SHALL NOT EXCEED [********] AN AMOUNT EQUAL TO (Y) THE AVERAGE OF THE TOTAL CHARGES PAID TO VENDOR FOR THE MONTHS OF THE TASK ORDER TERM THAT HAVE
PASSED, MULTIPLIED BY (Z) [********] AND (ii) [***************] [**********]
PROVIDED THAT SUBJECT TO SECTION 14.2(d) (EXCLUSIONS) BELOW, IN NO EVENT SHALL VENDOR'S AGGREGATE LIABILITY TO JPMC FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), AND OTHER TORTS ARISING OUT OF OR RELATING TO ARISING UNDER THE AGREEMENT (INCLUDING ALL TASK ORDERS) DURING THE AGREEMENT
TERM EXCEED [*******************************].

(b) EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, JPMC'S AGGREGATE LIABILITY TO VENDOR FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, GROSS NEGLIGENCE, AND OTHER TORTS ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT PAID AND OWED TO VENDOR UNDER THE PARTICULAR TASK ORDER FROM WHICH SUCH CLAIMS AROSE.

(c) SUBJECT TO SECTION 14.1 (DIRECT DAMAGES), AND EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, NEITHER PARTY SHALL HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE OTHER PARTY, INCLUDING LOSS OF DATA, PROFITS (EXCLUDING PROFITS UNDER THIS AGREEMENT), INTEREST OR REVENUE, OR USE OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

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(d) Exclusions. The limitations or exculpation's of liability set forth in Section 14.2(a), Section 14.2(b), and Section 14.2(c) are not applicable to (i) the failure of JPMC to make undisputed payments due under this Agreement, (ii) indemnification Claims as set forth in Sections 13.1(a) and (c), and Section 13.2, (iii) Supplier's breach of any provision contained in Section
12.1 (Representations and Warranties) or Section 18 (Security; Information Technology Control Policies), (iv) breaches of Article 11 (Confidentiality; Compliance with Privacy Policies) (including Agreement Exhibit H), (v) Supplier's fraud and other willful misconduct, (vi) Supplier's Abandonment (as such term is defined herein) of its obligations under this Agreement, and (vii) reimbursements of damages pursuant to Section 14.1 (Direct Damages). "Abandonment", as such term is used herein, shall mean (1) Supplier's refusal or intentional cessation of performing any material obligation under this Agreement, or (2) Supplier's purported termination of this Agreement without providing the notices required hereunder.

15. INSURANCE AND RISK OF LOSS.

15.1 INSURANCE. Throughout the Agreement Term, Supplier shall maintain at its own expense, and require its Subcontractors to maintain at their own expense or Supplier's expense, insurance of the type and in the amounts set forth below in a policy or policies of insurance, primary and excess, including, where appropriate, umbrella or catastrophic form:

(a) Disability and Workers Compensation Insurance with coverage applicable in all states in which Services are to be performed under any Task Order, with Workers' Compensation limits in accordance with the statutory requirements of each such state, and Coverage B - Employer's Liability Coverage, including occupational disease, with a limit of not less than $1,000,000 per occurrence, including coverage for bodily injury by accident or disease, including death.

(b) Commercial General Liability Insurance covering Supplier's operations, with limits acceptable to JPMC with combined single limits for bodily injury, personal injury, and property damage of not less than $3,000,000, including coverage as follows: (i) Comprehensive Form; (ii) Broad Form Contractual Liability; (iii) Independent Contractors Liability; (iv) Broad Form Property Damage; and (v) Personal Injury and Advertising Liability.

(c) Commercial Crime Insurance in the amount of [*********] including coverage for (i) theft or loss of JPMC property and JPMC customer and employee property, and (ii) electronic and computer crime or unauthorized computer access coverage.

(d) Errors and Omissions or similar Professional Liability Insurance in the amount of $10,000,000 covering losses arising from (i) errors and omissions caused by Supplier's negligence in the performance of its duties under this Agreement, (ii) the negligent performance of any software provided or developed by Supplier, and (iii) the negligent design, development, maintenance, operation, and anything incidental thereto, of an Internet web site.

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(e) With regard to Supplier's Locations, only, Building and/or Personal Property Insurance including coverage for the cost to research, replace, or restore lost information including those that exist on electronic or magnetic media, against all risks of physical loss or damage including theft, on a replacement cost basis.

15.2 CERTIFICATES. A certificate of insurance, or a brokers representation letter, corresponding to each such policy shall be delivered by Supplier to JPMC on or before the date upon which Supplier first commences providing any Services under this Agreement. Each such certificate of insurance shall contain an agreement by the issuing insurance company that such insurance will not be canceled or terminated without thirty (30) days prior written notice to the insured.

15.3 POLICIES. Insurance provided under this Agreement must be placed with carriers with A.M. Best's rating of A - VIII or superior. All policies shall be endorsed to show that they are primary to any policy maintained by JPMC. No policy of insurance required of Supplier hereunder shall exclude coverage for, or protection from, Destructive Elements.

(a) Supplier shall add JPMorgan Chase Bank and any and all JPMC Affiliates as their interests may appear as additional insureds to the policy required under Section 15.1(b) (Insurance), but only in respect to the work being performed pursuant to this Agreement, which shall expressly include all Task Orders. All such policies also shall be endorsed with the provisions that the coverage afforded for JPMC shall be primary and shall not require contribution by any other similar insurance available to JPMC.

(b) Should Supplier fail to provide continuous insurance coverage as set forth herein, JPMC may charge back against Supplier invoices for the cost of obtaining similar protection as well as any claim that would have been paid had the above-described insurance coverage been obtained.

(c) The insurance required in this Article 15 (Insurance and Risk of Loss), and approval of Supplier's insurance by JPMC, shall not affect Supplier's obligations, or JPMC's rights and remedies under this Agreement, at law or in equity.

15.4 RISK OF LOSS. Each Party shall be responsible for risk of loss of, and damage to, any equipment, software or other materials in its possession or under its control.

16. TERM; TERMINATION.

16.1 TERM. The term of this Agreement (the "Initial Agreement Term" shall commence on the Agreement Effective Date and expire on the tenth (10th) anniversary of the Agreement Effective Date, unless terminated earlier in accordance with the terms hereof. Upon expiration of the Initial Agreement Term, the Parties may mutually determine to renew this agreement for an additional period to be mutually determined (the "Renewal Agreement Term", together with the "Initial Agreement Term", the "Agreement Term"). Upon expiration or termination of the Agreement Term, the Parties shall not execute any new Task Orders; however,

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this Agreement shall remain in full force and effect for each then outstanding Task Order to the extent its Task Order Term extends beyond the Agreement Term until the expiration of such Task Order Term, including all extensions and renewals thereof, and any End of Term Assistance Periods.

16.2 TERMINATION FOR CONVENIENCE. JPMC may terminate this Master Agreement together with the Agreement Collateral Documents, or one or more Task Orders without penalty, at any time by giving Supplier notice of the termination during the first year of the Agreement Term or the Task Order Term, as the case may be, at least ninety (90) days prior to the termination date specified in the notice; during the second year of the Agreement Term or the Task Order Term, as the case may be, at least sixty (60) days prior to the termination date specified in the notice; and during the remaining years of the Agreement Term or the Task Order Term, as the case may be, including any renewals or extensions thereof, thirty
(30) days prior to the termination date specified in the notice. For purposes of clarification, notwithstanding the notice period required for termination of the Master Agreement under this Section 16.2 (Termination for Convenience), the notice period applicable to each Task Order for termination under this Section
16.2 (Termination for Convenience) shall be determined by the date each Task Order was entered into by the parties, and each Task Order shall continue under the terms of this Agreement until its applicable termination date as though the Master Agreement were in full force and effect with regard to such Task Order. Notwithstanding anything to the contrary set forth above, unless set forth otherwise in a Task Order, JPMC may terminate any Task Order for development Services, without penalty, at any time by giving Supplier notice of the termination at any time during the Task Order Term, at least thirty (30) days prior to the termination date specified in the notice.

16.3 TERMINATION FOR CAUSE. Except as otherwise provided in Section 16.6 (Other Terminations) below, if either Party fails to perform any of its material obligations under this Agreement and does not cure such failure within thirty
(30) days after being given notice specifying the nature of the failure, then the non-defaulting Party may, by giving notice to the defaulting Party, terminate the Task Order(s) affected by such breach, as of the date specified in such notice of termination. Without limiting any provision of this Section 16.3 (Termination for Cause), repeated breaches by a Party of its duties or obligations under a particular Task Order, or Supplier's failure to achieve the Service Levels under a particular Task Order shall each be deemed a material breach of this Agreement.

16.4 TERMINATION FOR INSOLVENCY; CHANGE OF CONTROL. If either Party: (a) files for bankruptcy, (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it, (c) makes an assignment for the benefit of all or substantially all of its creditors or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations, then the other Party may, by giving written notice of termination to such Party, terminate this Agreement as of the date specified in such notice of termination. In addition, JPMC may, by giving written notice of termination to Supplier, terminate this Agreement as of the date specified in such notice of termination in the event of a transfer Change of Control of Supplier.

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16.5 DISCONTINUANCE OF SERVICES. Upon receipt of any termination notice, Supplier shall discontinue the Services on the date specified in the notice. Supplier shall be paid for the actual costs incurred during performance hereunder, up to the termination date specified in said notice, any costs not previously reimbursed by JPMC to the extent such costs are actual, necessary, reasonable, and verifiable costs which have been incurred by Supplier and which are otherwise reimbursable hereunder. In no event shall such costs include unabsorbed overhead or anticipated profit.

16.6 OTHER TERMINATIONS. In addition to the termination rights contained in this Article 16 (Term; Termination), there are additional termination rights provided in Section 5.2 (Key Personnel), Section 7.1 (Work Product), Section
11.4 (Personal Information), Section 12.1 (Representations and Warranties),
Section 13.3 (Indemnification Procedures), Section 18.3 (Compliance with JPMC Information/Technology Control Policies), Section 18.9 (Disaster Recovery Plan), and Section 19.13 (Force Majeure) of this Master Agreement, and any Task Order may be terminated as provided in such Task Order. The notice period required for such termination, if any, shall be as specified in the applicable section, if any.

17. END OF TERM ASSISTANCE.

17.1 END OF TERM ASSISTANCE SERVICES. As a part of the Services, and at JPMC's written request, Supplier will provide JPMC with End of Term Assistance Services during the End of Term Assistance Period. The quality and level of the Services shall not be degraded during the End of Term Assistance Period. After the expiration of the End of Term Assistance Period, Supplier shall deliver to JPMC, as applicable, any remaining JPMC Confidential Information still in Supplier's possession in connection with the applicable Task Order. Supplier should confirm its willingness to provide JPMC with information related to the Services and Work Product that JPMC reasonably requests during the Term to enable JPMC to draft a request for proposal(s), and to provide due diligence information for recipients of such RFP, relating to a portion or all the Services. Supplier may or may not be a recipient of such RFP. Supplier should identify in detail any type of information that it would be unwilling to provide to JPMC under such circumstances.

17.2 JPMC'S THIRD PARTY DESIGNEES. If and to the extent that any third parties are designated by JPMC to assume responsibility for the Services, or any part of the Services, Supplier shall provide (or cause the Subcontractor(s) to provide) End of Term Assistance Services to JPMC's designees. Supplier shall provide such designees with such information regarding the Services as is reasonably prudent or necessary in order for JPMC's designees to assume responsibility for, and continue the performance of, the Services in an orderly manner.

17.3 END OF TERM ASSISTANCE SERVICES FEES. JPMC shall pay to Supplier, Fees for End of Term Assistance Services pursuant to the applicable Task Order, or if none is listed in an applicable Task Order, then at Supplier's then current standard time and materials fees for such Services. To the extent possible, Supplier shall minimize any Fees for End of Term Assistance Services by utilizing resources included in the Fees already paid by JPMC to Supplier, or being

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paid by JPMC to Supplier after such expiration or termination, to provide the End of Term Assistance Services.

18. SECURITY; INFORMATION TECHNOLOGY CONTROL POLICIES.

18.1 SAFETY AND SECURITY PROCEDURES. Supplier shall comply with all safety and security procedures of JPMC set forth herein and in any Task Order. As part of the Services, Supplier shall maintain and enforce safety and security procedures at Supplier Service Locations with regard to the Services that are at least as rigorous as those procedures maintained by JPMC as of the Effective Date, including the following:

(a) Supplier shall maintain and enforce safety and security procedures for Supplier Service Locations including where any Application maintenance or development, JPMC operating system environments and telecommunications infrastructures are located, which procedures shall be (i) designed to protect the JPMC Confidential Information from unauthorized access, including taking reasonable steps to avoid the corruption, loss or mistransmission of data and to ensure the security of data during transmission, including the use of reasonable and customary data encryption techniques, (ii) at least as stringent as the most rigorous standard for any Supplier facility used to provide any similar services and (iii) in compliance with applicable regulatory requirements, if any. Supplier shall provide documentation of Supplier's and the Subcontractors' security policies and practices and shall detail such policies and practices for the Services on each Task Order.

(b) Supplier shall inform JPMC of any breaches in security, or potential breaches in security, of which Supplier becomes aware, including any corruption, loss or mistransmission of data, or any breach of data security during transmission. Supplier shall take reasonable steps to remedy any such breach, or potential breach, including Supplier cooperating fully, and causing the Subcontractors to cooperate fully, with JPMC, and their respective designees, and with any civil or criminal authority in any investigation or action relating to such breach, or potential breach.

18.2 COMPLIANCE WITH SECURITY REGULATIONS. All Supplier Personnel will comply with all reasonable security regulations particular to any JPMC location to which Supplier Personnel require access pursuant to their performance under this Agreement. Supplier Personnel shall observe the working hours, working rules and holiday schedules of JPMC while working on JPMC premises.

18.3 COMPLIANCE WITH JPMC INFORMATION/TECHNOLOGY CONTROL POLICIES. Throughout the Agreement Term, Supplie shall comply with all JPMC Information/Technology Control Policies and all other standard policies and procedures of JPMC, then in effect that are applicable to Supplier's obligations under this Agreement and of which Supplier is informed in writing. A description of how Supplier shall comply with such policies will be attached to each Task Order as an exhibit, as such exhibit may be amended from time to time with JPMC's prior written consent, the granting of which shall be in JPMC's sole and absolute discretion. If, as a result of an on-site review or audit performed in accordance with Section 18.5 (Reports & On-

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Site Review) below or otherwise, JPMC determines that Supplier is not complying with all JPMC Information/Technology Control Policies as required by this
Section 18.3 (Compliance with JPMC Information/Technology Control Policies), Supplier shall, at Supplier's expense, take steps specified by JPMC to correct such non-compliance within a time period to be determined by JPMC. Notwithstanding any contrary provision contained herein, and without limiting JPMC's rights and remedies hereunder at law and in equity, if Supplier fails to take such steps in a timely manner, JPMC shall be permitted to: (a) terminate one or more Task Orders, on ten (10) days notice to Supplier and (b) charge to Supplier, JPMC's reasonable expenses incurred in establishing an alternative arrangement for the performance of Supplier's obligations hereunder. JPMC has delivered to Supplier, and Supplier hereby acknowledges receipt of, JPMC's Worldwide Rules of Conduct and JPMC's Information Technology Control Policies.

18.4 ACCESS BY REGULATORY AUTHORITIES. Supplier agrees that any regulatory agency with supervisory responsibility for JPMC, shall have the right to examine all records and materials, use the equipment (including all Supplier Software and Supplier Machines), and interview those members of Supplier Personnel, to the extent that such officials deem necessary to protect the interest of depositors, creditors or stockholders of JPMC, or as otherwise permitted under any Applicable Law.

18.5 REPORTS & ON-SITE REVIEW.

(a) On or before the Agreement Effective Date and annually within one
(1) month of each anniversary of the Agreement Effective Date occurring thereafter during the Agreement Term, Supplier shall deliver to JPMC a current report by an independent third party audit firm (to be prepared in English and at Supplier's expense) that describes Supplier control policies and procedures that have been initiated and are then functioning at all Supplier Service Locations. These reports must contain statements on the operating effectiveness of those policies and procedures for JPMC transactions. The requirements of this
Section 18.5 (Reports & On-Site Review) may be satisfied by a Type II SAS 70 Report, as described in the then current Statement of Auditing Standard 70 of the American Institute of Certified Public Accountants.

(b) On or before the Agreement Effective Date and annually within one
(1) month of each anniversary of the Agreement Effective Date occurring thereafter during the Agreement Term, Supplier shall deliver to JPMC a certificate of Supplier's current compliance with SEI CMM. Within three (3) years of the Agreement Effective Date and thereafter at least once every three
(3) years during the Agreement Term, Supplier shall conduct an external assessment of such compliance and provide evidence thereof to JPMC.

(c) During the Agreement Term, Supplier shall also allow JPMC, or external auditors on JPMC's behalf, subject to securities laws, to:

(i) perform such periodic on-site reviews of Supplier Service Locations as JPMC deems appropriate. At JPMC's option, Supplier may submit evidence of a third party review, completed within the then most recent twelve (12) month period, that addresses the scope and control objectives related to transactions processed for JPMC; and

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(ii) access independent third party non-financial reports and, if available, internal audit reports of Supplier.

18.6 CHANGES THAT MAY AFFECT SERVICES. Supplier shall notify JPMC immediately of any organization, security-related, or other changes that affect the ability of Supplier to perform its obligation under this Agreement, including Supplier's ability to comply with all JPMC Information/Technology Control Policies.

18.7 ETHICAL HACK. Supplier agrees that JPMC may conduct an Ethical Hack as part of JPMC's normal information security due diligence review and compliance. If vulnerabilities are identified as a part of the Services, Supplier will promptly: (a) document Supplier's remediation proposal, (b) provide JPMC with such documentation and reports on the status of modifications to correct such vulnerabilities and (c) implement such remediation modifications as may be required as a result thereof and as shall have been pre-approved by JPMC in writing. Notwithstanding the foregoing, the parties acknowledge and agree that Supplier shall have the right to remove from any documentation and/or report provided by Supplier to JPMC hereunder, all customer or confidential information of any other client of Supplier.

18.8 BACKUP DISKS. As a part of the Services with respect to each Task Order, Supplier shall provide off-site storage at the specified Supplier Service Location, on a weekly basis, of all backup disks, data or materials of any type whatsoever produced, in whole or in part, in connection with, or related to, the performance by Supplier of its obligations under such Task Order, including discs, tapes, other storage media, work papers, documentation code, and partial drafts of documentation code ("Backed-Up Materials"). Supplier shall not co-mingle Backed-Up Materials from different Task Orders or with the materials of other customers of Supplier without JPMC's express prior written consent.

18.9 DISASTER RECOVERY PLAN.

(a) As part of the Services with respect to each Task Order, Supplier shall: (i) develop and implement a disaster recovery plan, and obtain JPMC's written approval thereto, within ninety (90) days after such Task Order Effective Date, which plan shall be attached to the applicable Task Order, (ii) update and test the operability of such plan once during every Task Order Year that the plan is fully operational, (iii) certify to JPMC at least once during every Task Order Year that the plan is fully operational and (iv) implement the plan upon the occurrence of a disaster. Upon the occurrence of a disaster, Supplier shall use its best efforts to reinstitute the Services within eight (8) hours of the occurrence of a disaster but, in any event, shall reinstitute the Services within twenty-four (24) hours of each occurrence. If the Services are not fully reinstituted within twenty-four (24) hours of the occurrence of a disaster, JPMC may terminate one or more Task Orders, without penalty and without regard to Section 16.3 (Termination for Cause) hereof. In the event of a disaster, Supplier shall not increase its charges under this Master Agreement, the Agreement Collateral Documents or any Task Order, or charge JPMC usage fees in addition to the Fees.

(b) Supplier further agrees that with respect to each Task Order JPMC may during the Task Order Term, for any reasonable reason whatsoever, request that Supplier move

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all or some of the Supplier Personnel listed on such Task Order (Contingency Plan Resources) to a location reasonably selected by JPMC (the "Contingency Location") including, a location within India, a JPMC Location where Services are provided, such other JPMC Location reasonably selected by JPMC, a Supplier Location or third party location reasonably acceptable to JPMC and reasonably equipped to facilitate performance of the Services. In the event of such a request, Supplier agrees that it shall: (i) continue to provide the Services without any disruption, (ii) promptly commence arrangements to move such personnel to the Contingency Location and (iii) use commercially good faith efforts to have such resources or a significant portion thereof relocated in no more than ninety-six (96) hours from the time of the request. The parties acknowledge and agree that the Supplier Personnel may change from time to time upon mutual agreement of the Parties. A current list of the agreed upon Supplier Personnel shall at all times remain with the JPMC Task Order Manager and the LOB project manager, if any. If any Supplier Personnel are relocated pursuant to the foregoing to a location outside of India, JPMC shall pay Supplier the then applicable onsite rate for the applicable location.

(c) Supplier agrees that at all times during the Task Order Term all Supplier Personnel listed on such Task Order shall: (i) be authorized to work in the United States or the appropriate jurisdiction mutually agreed upon in writing by the parties outside of India and (ii) maintain valid visas or such other similar work permits as may be required by the relevant jurisdiction to permit such personnel to travel upon notice to such locations. A Force Majeure Event shall only excuse Supplier's obligations to relocate personnel as described herein as set forth in Section 19.13 (Force Majeure) including that Supplier use reasonable precautions to prevent such events and Supplier agrees to use commercially good faith efforts to take such reasonable precautions.

19. MISCELLANEOUS PROVISIONS.

19.1 SURVIVAL. In addition to those provisions of this Agreement which by their express terms survive the expiration or earlier termination of this Agreement, the terms of Article 1 (Definitions and Construction), Section 6.3 (Reports), Article 7 (Intellectual Property Rights; Work Product; Acceptance Procedures), Article 9 (Taxes), Article 10 (Audits), Article 11 (Confidentiality; Compliance with Privacy Policies), Article 12 (Representations and Warranties), Article 13 (Indemnities), Article 14 (Damages), Article 17 (End of Term Assistance), Section 18.4 (Access by Regulatory Authorities) and Article
19 (Miscellaneous Provisions) shall survive the expiration or earlier termination of this Agreement.

19.2 NOTICES. All notices, consents, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given or delivered if: (a) delivered personally, (b) five (5) days after mailed postage prepaid by certified mail, return receipt requested, with proper postage prepaid, (c) delivered by facsimile if a confirmation copy is immediately mailed by the sender postage prepaid by certified mail, return receipt requested as provided in (b) above or (d) delivered by recognized courier contracting for same day or next day delivery:

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To JPMC:

If by Mail
JPMorgan Chase Bank
General Services, Contracts
Attn: Contracts Manager
P.O. Box 710638
Columbus, OH 43271-0638
JPMC Agreement No. ____________

If by Courier

JPMorgan Chase Bank
General Services, Contracts
Attn: Contracts Manager
1111 Polaris Parkway, Suite B3 OH1-0638 Columbus, OH 43240 JPMC Agreement No. _____________

with copies to:

JPMorgan Chase Bank
Legal Department
Attn: Work Flow Manager
25th Floor
1 Chase Manhattan Plaza
New York, NY 10081
JPMC Agreement No. _____________ Fax: (212) 383-0800

And to the appropriate contact for notices set forth in the Task Order To Supplier:

Virtusa Corporation
2000 West Park Drive
Westborough, MA 01581

or at such other address as the Parties hereto shall have last designated by notice to the other Party. Any item delivered personally or by recognized courier contracting for same day or next day delivery shall be deemed delivered on the date of delivery. Facsimile deliveries shall be deemed delivered on the date of transmission by the sender provided sender has evidence of successful transmission and receipt. Any item mailed shall be deemed to have been delivered on the date evidenced on the return receipt.

19.3 ASSIGNMENT, BINDING EFFECT. Neither this Agreement, nor the obligations of either Party, may be transferred or assigned by either Party without the prior written consent of the other Party, such consent not to be unreasonably delayed or withheld, (it being acknowledged and agreed that what is reasonable shall be determined by JPMC in its discretion).

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Notwithstanding the foregoing JPMC may assign its rights and duties hereunder, in whole or in part at any time, and from time to time, without Supplier's prior consent, to any Affiliate or in connection with a merger, reorganization, stock sale or sale of all or substantially all of JPMC 's assets. Any attempt to assign this Agreement other than as set forth above shall be null and void. This Agreement shall be binding on the Parties and their respective successors and permitted assigns.

19.4 WAIVER. A waiver by either of the Parties hereto of any breach by the other Party of any of the terms, provisions or conditions of this Agreement or the acquiescence of either Party hereto in any act (whether commission or omission) which but for such acquiescence would be a breach as aforesaid, shall not constitute a general waiver of such term, provision or condition of any subsequent act contrary thereto.

19.5 ENTIRE AGREEMENT; AMENDMENTS. Except as expressly provided in this Agreement, this Master Agreement and the Agreement Collateral Documents, represent the entire agreement between the Parties with respect to its subject matter, and there are no other representations, understandings or agreements between the Parties relative to such subject matter. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of both Parties.

19.6 EEOC. Unless exempt, Supplier will comply with U.S. Department of Labor regulations regarding (a) equal employment opportunity obligations of government contractors and subcontractors, 41 Code of Federal Regulations ("CFR") Section 60.1.4 (a)(1)-(7); (b) employment by government contractors of Vietnam-era and disabled veterans, 41 C.F.R. Section 60-250.4 (a)-(m); (c) employment of the physically handicapped by government contractors and subcontractors, 41 C.F.R. Section 60-741.4 (a)-(f); (d) developing written affirmative action programs, 41 C.F.R. Section 60-2.1, 60-250.5 and 60-741.5;
(e) certifying no segregated facilities, 41 C.F.R. Section 60-1.8(f); (f) filing annual EEO-1 reports, 41 C.F.R. Section 60-1.7; and (g) utilizing minority-owned and female-owned business concerns, 48 C.F.R. Section 52-219.9 and 52-219.12, all of which are incorporated herein by reference.

19.7 PUBLICITY. Supplier shall not furnish the name, trademark or proprietary indicia of JPMorgan Chase & Co., or any subsidiary or Affiliate thereof (including JPMC) as a reference, or utilize the name, trademark or proprietary indicia of JPMorgan Chase & Co. or any subsidiary or Affiliate thereof (including JPMC) in any advertising, announcements, press releases or other promotional materials including testimonials, quotations, case studies, and other endorsements. No exceptions are granted without the prior written consent of Brand Administration Group, Marketing and Communications, of JPMorgan Chase & Co., such consent to be granted or withheld in the sole and absolute discretion of JPMorgan Chase & Co.

19.8 HEADINGS. The Section and Subsection headings in this Agreement are inserted solely as a matter of convenience and for reference, and shall not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to Sections of this Agreement shall refer to all Subsections thereof

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PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

19.9 SEVERABILITY. If a court of competent jurisdiction hereof declares any provision invalid, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

19.10 NONDISCLOSURE OF TERMS. Each Party agrees for itself, its agents, and representatives that the terms of this Agreement are confidential, and neither Party shall disclose any of the terms hereof to any third party (except for disclosure reasonably made to legal representatives and accountants) without the prior written consent of the other Party or as may be required by either Party to comply with applicable U.S. laws or regulations.

19.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

19.12 REGULATORY MATTERS. Supplier shall notify JPMC and any Task Order Manager of any material claim or demand which is communicated to Supplier from any Governmental Agency, regarding Supplier's activities (provided such claim or demand is related to this Agreement) or any action pertaining to the foregoing which is commenced against Supplier by any person or Governmental Agency and shall keep JPMC apprised of the status and/or disposition of all such claims, demands and litigation.

19.13 FORCE MAJEURE. To the extent that either Party's performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed, directly or indirectly, by a Force Majeure Event, and such non-performance could not have been prevented by reasonable precautions, then the non-performing Party shall be excused from any further performance of those obligations. The non-performing Party shall only be excused for so long as such Force Majeure Event continues and such Party continues to use its best commercial efforts (or cause its subcontractor to use best commercial efforts) to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, work around plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party by telephone of the occurrence of the Force Majeure Event and describe the Force Majeure Event in reasonable detail (to be confirmed in writing within two days of the inception of such delay). If any Force Majeure Event prevents or restricts Supplier's performance of any of the Services and Supplier does not within three (3) consecutive days recommence provision of those Services, JPMC may, upon notice to Supplier, terminate the affected Task Orders. The occurrence of a Force Majeure Event does not limit or otherwise affect Supplier's obligation to provide either normal recovery procedures or any other disaster recovery services required pursuant to JPMC Information/Technology Control Policies. Whenever a Force Majeure Event causes Supplier to allocate limited resources between or among Supplier's customers, JPMC shall receive equal priority respect of such allocation. If Supplier is unable to perform, in whole or in part, due to a Force Majeure Event, and if requested by Supplier, JPMC shall use commercially reasonable efforts to assist Supplier to restore Supplier's performance under this Agreement, and in that event all of JPMC's additional costs and expenses related to JPMC's efforts shall be reimbursed

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by Supplier. Notwithstanding the foregoing, Supplier will not be excused from performance under this provision to the extent that compliance with Supplier's plan would reasonably be expected to avoid any such nonperformance.

19.14 DISPUTE RESOLUTION.

(a) Contract Managers. All disputes arising under or relating to this Agreement shall be referred to Supplier Task Order Manager and a representative of JPMC designated by JPMC prior to the escalation of such dispute. If the dispute is not resolved within three (3) days after such referral, the Parties shall immediately escalate the dispute pursuant to Subsection 19.14(b) (Engagement Managers) below.

(b) Engagement Managers. Immediately upon receipt of the notice of the dispute, the Engagement Manager and a representative of JPMC designated by JPMC shall work to resolve the dispute. If the dispute is not resolved within 5 days after such referral, the Parties shall immediately escalate the dispute to the President of Supplier and a senior executive of JPMC. If the dispute is not resolved within three (3) days after such referral, the parties shall immediately submit the dispute for negotiation pursuant to Subsection 19.14(c) (Negotiation) below.

(c) Negotiation. Immediately upon receipt of the notice of the dispute, the Parties' designated representatives shall meet (including by teleconference) for the purpose of resolving the dispute by negotiation in good faith. Upon the conclusion of the negotiation, the Parties' designated representatives will produce a joint written recommendation, including actions to be taken with respect to any issues not agreed upon or remaining unresolved. The Parties agree to be bound by any such joint written recommendation.

(d) Continuity of Services. Supplier acknowledges that the performance of its obligations pursuant to this Agreement is critical to the business and operations of JPMC. Accordingly, in the event of a dispute between JPMC and Supplier, Supplier shall continue to perform its obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with the provisions hereof. JPMC shall not be excused from its payment obligations hereunder during the dispute resolution process.

(e) Right to Terminate and/or Litigate. Notwithstanding anything to the contrary in this Section 19.14 (Dispute Resolution), this Section 19.14
(Dispute Resolution) will not be construed to prevent either Party from: (i) terminating this Agreement pursuant to Section 16 (Term; Termination); or (ii) instituting litigation to (A) avoid, based on a well-founded belief, the expiration of any limitations period applicable to a particular claim, (B) preserve a superior position with respect to creditors, (C) seek a temporary restraining order or other immediate injunctive relief or (D) if the Party who wishes to institute the litigation has in good faith attempted the negotiation described in Paragraph (b) above and objectively believes in good faith that it has and will continue to fail to resolve the Parties dispute or disputes.

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19.15 GOVERNING LAW; VENUE. This Agreement and any action arising hereunder shall be construed in accordance with and be governed by the laws of the State of New York, without regard to the United Nations Convention on the International Sale of Goods. Each Party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in the United States District Court for the Southern District of New York, or in the state courts of the State of New York, as appropriate and the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such courts and any claim that any such proceeding brought in such courts has been brought in an inconvenient forum. If the UCITA is enacted as part of the law of the aforementioned state, said statute shall not govern any aspect of this Agreement, any license granted hereunder, nor any of the Parties' rights and obligations arising pursuant to this Agreement. This Agreement and the Parties' rights and obligations hereunder shall be governed by the law as it existed prior to the enactment of the UCITA.

19.16 RELATIONSHIP OF PARTIES.

(a) Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, agency, joint venture or partnership between the Parties hereto or constitute or be deemed to constitute one Party as agent of the other, for any purpose whatsoever, and except as expressly provided herein, neither Party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.

(b) Supplier alone shall be responsible for all payments due to Supplier Personnel and/or Subcontractors, including (where applicable) wages, reimbursement of expenses, remittance to proper authorities of all required income and social security withholding taxes, unemployment insurance payments and taxes, disability insurance payments and taxes and all other wages, amounts or benefits owed to or payable to or on behalf of such person. Supplier shall take full responsibility for discharging all obligations imposed by federal, state or local law, ordinance, regulation or order (now or hereafter in force) and for any actual losses and direct damages (including fines, penalties and costs) incurred by JPMC by virtue of Supplier's or its Subcontractor's failure to perform or properly perform such obligations. Neither Supplier Personnel nor its Subcontractors is eligible for or entitled to participate in or be covered by, any employee benefit program or policy sponsored by or through JPMC, nor are Supplier Personnel or Subcontractors eligible for, or entitled to, any form of compensation from JPMC or any benefits provided by JPMC to its employees (including group insurance, pension plan and savings plan benefits).

(c) During the Term, Supplier is free to conduct outside business activities, provided, however, that no such activities shall constitute a conflict of interest with JPMC, and that such activities shall not interfere with Services provided hereunder. The parties agree that during the Term, Supplier shall use its best efforts (on a non-exclusive basis, subject, however, to the provisions of this Agreement) in providing the Service(s) required by JPMC. This Section 19.16 (Relationship of the Parties) shall survive termination of the Agreement.

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19.17 THIRD PARTY BENEFICIARIES. Except as specified in this Agreement, the Parties do not intend to create any obligations of or any rights, causes of action or benefits in favor of any person or entity other than JPMC, a JPMC Affiliate (as defined in the form of Task Order attached hereto) or Supplier.

19.18 INTERPRETATION OF DOCUMENTS. In the event of a conflict between: (i) the terms of this Agreement (excluding the Agreement Collateral Documents), and the terms of any Agreement Collateral Document, then the terms of this Agreement (excluding the Agreement Collateral Documents) shall prevail, (ii) the terms of this Agreement (excluding the applicable Task Order) and the terms of the applicable Task Order, then the terms of such applicable Task Order shall prevail, and (iii) any reference in this Agreement to an article, section or exhibit, and the heading of such article, section or exhibit referred to in connection therewith, then the heading of such article, section or exhibit referred to in connection therewith shall prevail.

19.19 NO INTERFERENCE. Nothing contained in this Agreement shall be deemed to preclude either party from: (a) entering into arrangements that are the same as or are similar to the arrangement described in this Agreement with any other entities (including entities that provide services that are the same as or are similar to the Services), (b) including in any products or services it offers any products or services that are the same as or are similar to the Services or
(c) providing in any other manner any such products or services.

19.20 COVENANT OF FURTHER ASSURANCES. JPMC and Supplier covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of JPMC and Supplier shall execute and deliver any further legal instruments and perform any acts which are or may become necessary to effectuate the purposes of this Agreement.

19.21 NEGOTIATED TERMS. The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.

19.22 SUPPLIER DIVERSITY. It is the policy of JPMC through its Supplier Diversity initiative that certified minority business enterprises ("MBEs"), women business enterprises ("WBEs") (collectively "MWBEs"), Disabled Business Enterprises ("DBE"), and Veteran Business Enterprises ("VBE") shall have equal opportunity to bid on JPMC contracts and to participate in the performance of contracts for goods and services with JPMC and its prime suppliers. MWBEs, DBE and VBE are collectively referred to as "Diverse Suppliers". Specific to this Agreement, the utilization goal for Diverse Suppliers is five percent (5%) of the spend under this Agreement. On an ongoing basis, Supplier shall:

(a) Identify the actions, programs or efforts to be undertaken to seek to comply with the stated policy regarding the goods and services specifically identifiable to the Services to be provided under this Agreement;

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(b) Identify procurement opportunities that may exist relating to this Agreement that include, or may include, Diverse Supplier participation in the direct production or distribution of Supplier's products or services (collectively, "Direct Opportunities");

(c) Identify indirect products and services that Supplier purchases to run its day-to-day operations that may be purchased from Diverse Suppliers (collectively, "Indirect Opportunities"); and

(d) Submit a Second-Tier Quarterly Report in the form required by JPMC within six (6) weeks after the end of each calendar quarter (i.e., May, August, November, and February of each year). This report will list all certified Diverse Suppliers that Supplier utilized through Direct Opportunities or will provide an accounting of the indirect dollars allocated to JPMC as calculated from the "percent of sales" methodology, during the previous quarter and any other information as JPMC may request from time to time. Supplier is also encouraged to list all efforts made during the quarter to increase its support of Diverse Suppliers. Supplier will contact a representative from the JPMC Vendor Diversity group to receive an explanation of the quarterly reporting process. For information regarding JPMC certification requirements, Supplier should contact a Suppler Diversity representative or visit the JPMC Supplier Diversity website at www.ipmorganchase.com/supplierdiversity.

Without in any way limiting what constitutes a material breach under this Agreement, Supplier acknowledges that its failure to comply with the provisions of this Section 19.22 (Supplier Diversity) will constitute a material breach of the terms and conditions of this Agreement.

IN WITNESS WHEREOF, JPMorgan Chase Bank and Supplier have caused duly authorized representatives of their respective companies to execute this Master Service Provider Agreement as of the Agreement Effective Date. 

JPMORGAN CHASE BANK                     VIRTUSA CORPORATION


By: /s/ Joseph F. Mald                  By: /s/ Danford Smith
    ---------------------------------       ------------------------------------
Printed Name: Joseph F. Mald            Printed Name: Danford Smith
Title: Senior Vice President            Title: President

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MASTER AGREEMENT EXHIBIT A

TASK ORDER TEMPLATE

TASK ORDER NO. _______ (PROJECT)

1. JPMC Agreement Name: Master Service Provider Agreement dated ____________
("Master Agreement")

2. Project Name: _______________________________________________________________

3. Contracting Parties: 

               SUPPLIER                                   JPMC
               --------                                   ----
Supplier Name: __________("Supplier")   JPMC Entity: __________________ ("JPMC")

Address: ____________________________   Address: _______________________________
         ____________________________            _______________________________
         ____________________________            _______________________________

State of Incorporation: _____________   State of Incorporation: ________________

Supplier Task Order Manager: ________   JPMC Task Order Manager: _______________

                                        JPMC Line of Business/
                                        Corporate Group: _______________________

4. EFFECTIVE DATE OF THIS TASK ORDER: ____________________________ ("Task Order
Effective Date")

5. TERM:

INITIAL TERM:______________, commencing on the Effective Date of this Task Order and ending on ________ (unless terminated earlier pursuant to the terms and conditions of the Master Agreement).

RENEWAL TERM:___________ additional terms of ___________ months/years (in accordance with the terms set forth in Section 14(c), below.

(Initial Term and Renewal Term shall be referred to collectively in this Task Order as the "Task Order Term")

6. SERVICES: Supplier shall provide to JPMC the Services and deliver the Work Product as set forth in Task Order Exhibit A ("Statement of Work"). [FOR
APPLICATION DEVELOPMENT/PROJECT DEVELOPMENT, STATEMENT OF WORK SHOULD CONTAIN DELIVERY SCHEDULE].

7. SERVICE LEVELS: As set forth on Task Order Exhibit B.

8. ACCEPTANCE CRITERIA: [As set forth in Master Agreement or Statement of Work]
[APPLIES TO APPLICATION DEVELOPMENT/PROJECT DEVELOPMENT TASK ORDERS]

9. SUPPLIER TOOLS, SUPPLIER SOFTWARE AND SUPPLIER MACHINES AND JPMC SOFTWARE: As
set forth on Task Order Exhibit C.

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10. SUPPLIER SERVICE LOCATION(S): ______________________________________________

Supplier shall not add or change any Supplier Service Location without the express written authorization of JPMC in each instance.

11. FEES:

The Fees (including, to the extent permitted by Task Order Exhibit E hereto, the reimbursement of out-of-pocket expenses) for services performed in connection with this Task Order shall be as set forth on Task Order Exhibit E hereto, subject to the provisions of Section 8.1 of the Master Agreement. Supplier shall provide to JPMC invoices relating to Services provided hereunder in accordance with the payment schedule set forth in Task Order Exhibit E. JPMC shall render payments to Supplier as set forth I Section 8.2 of the Master Agreement after receipt of an invoice. All invoices from Supplier under this Task Order shall be sent to JPMC at the following bill-to-address:

[LOB]
JPMorgan Chase
JPMC TO PROVIDE BILLING ADDRESS

12. DISASTER RECOVERY PLAN: As set forth on Task Order Exhibit D. During the Task Order Term JPMC may, for any reasonable reason whatsoever, request that Supplier move all or some of the Supplier Personnel listed on Task Order Exhibit D (Contingency Plan Resources) attached hereto to a location reasonably selected by JPMC (the "Contingency Location") including, without limitation, a JPMC Location in the United States or off-shore, a Supplier Service Location in the United States or the country in which Supplier is performing the Services or a third party location reasonably equipped to facilitate performance of the Services. In the event of such a request, Supplier agrees that it shall (a) continue to provide the Services without any disruption, (b) promptly commence arrangements to move such personnel to the Contingency Location and (c) use commercially good faith efforts to have such resources or a significant portion thereof relocated in no more than 96 hours from the time of the request. The parties acknowledge and agree that the Supplier Personnel listed on Task Order Exhibit D may change from time to time upon mutual agreement of the Parties. A current list of the agreed upon Supplier Personnel shall at all times remain with the JPMC Task Order Manager and the LOB project manager, if any. In the event that any Supplier Personnel are relocated pursuant to the foregoing to a location outside of the country in which such Supplier Personnel was performing services, JPMC shall pay Supplier the then applicable onsite rate for the applicable location. Supplier agrees that at all times during the Task Order Term all Supplier Personnel listed on Task Order Exhibit D-1 shall (a) be authorized to work in the United States (b) maintain valid visas or such other similar work permits as may be required by the relevant jurisdiction in the United States to permit such personnel to travel upon notice to such locations. A Force Majeure Event shall only excuse Supplier's obligations to relocate personnel as described herein as set forth in Section 19.13 including that Supplier use reasonable precautions to prevent such events and Supplier agrees to use commercially good faith efforts to take such reasonable precautions.

13. PERSONNEL:

SUPPLIER KEY PERSONNEL: 

ROLE   NAME
----   ----

JPMCPERSONNEL: 

ROLE   NAME
----   ----

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14. ADDITIONAL TERMS AND CONDITIONS:

a. Definitions.

(i) "Other Task Orders" shall mean, collectively, all Task Orders except for this Task Order.

(ii) "Task Order" shall mean, collectively, (i) this Task Order to the Master Agreement, (ii) the Master Agreement (excluding any Other Task Orders), and (iii) the Task Order Collateral Documents.

(iii) "Task Order Collateral Documents" shall mean any and all exhibits, schedules, appendices and other documents attached hereto and incorporated by reference herein, and/or which, by their terms, expressly refer to and incorporate this Task Order.

(iv) "Task Order Year" shall mean each twelve (12) month period during the Task Order Term, commencing on the Task Order Effective Date and on each anniversary of the Task Order Effective Date thereafter.

b. Interpretation of Documents. This Task Order addresses the specific terms and conditions relating to the Services and Work Product described herein and constitutes a part of, and is intended to be attached to, the Master Agreement. Except as otherwise expressly provided herein, (i) this Task Order incorporates by reference all of the terms and conditions of the Master Agreement and the Agreement Collateral Documents, (ii) all capitalized terms that appear in this Task Order shall have the meanings ascribed to them in the Master Agreement and the Agreement Collateral Documents, (iii) wherever the term "JPMC" appears in the Master Agreement or the Agreement Collateral Documents, such term shall expressly include JPMC Affiliate identified in this Task Order as if such JPMC Affiliate were JPMC thereunder, (iv) JPMC Affiliate identified in this Task Order shall be deemed a third party beneficiary under the Master Agreement and the Agreement Collateral Documents (and as such, shall be entitled to rely upon all rights, representations and warranties made by Supplier therein to the same extent as if such JPMC Affiliate were JPMC thereunder), and (v) if there shall be a conflict between (a) the terms and conditions of this Task Order on the one hand, and the terms and conditions of the Master Agreement together with the Agreement Collateral Documents, on the other hand, then the terms and conditions of this Task Order shall prevail, and (b) the terms and conditions of this Task Order (excluding any Task Order Collateral Documents) on the one hand, and the terms and conditions of any Task Order Collateral Document on the other hand, then the terms and conditions of this Task Order shall prevail.

c. Renewal Terms. JPMC shall have the right and option of renewing this Task Order, upon the same Fees, terms and conditions as are set forth herein, for the Renewal Terms set forth above, upon the expiration of the Initial Term, provided however the Fees shall be adjusted as set forth in the Master Agreement including Section 8.5 and Agreement Exhibits B and Gof the Master Agreement. For JPMC to exercise its renewal rights, at least thirty (30) days prior to the expiration of the Initial Term, or any Renewal Term, as the case may be, JPMC shall notify Supplier that it wishes to renew this Task Order. If JPMC notifies Supplier that it does not desire to renew this Task Order, or does not timely notify Supplier of its desire to renew this Task Order, then this Task Order shall automatically expire at the end of the Initial Term, or the Renewal Term, as the case may be. Notwithstanding anything contained herein, this Task Order shall remain in full force and effect until completion of any Services to be rendered and delivery of any Work Product by Supplier pursuant to this Task Order including any End of Term Assistance Services.

d. Periodic Meetings. Pursuant to the terms and conditions contained in
Section 6.1 (Periodic Meetings) of the Master Agreement, the meetings between JPMC's Task Order Manager and Supplier Task Order

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Manager shall be held quarterly or more often if requested by JPMC in New York City. The content covered in these periodic meetings is as detailed in Task Order Exhibit F.

e. Reports. Pursuant to the terms and conditions contained in Section 6.3 (Reports) of the Master Agreement, Reports containing the information set forth in Task Order Exhibit F (Reports) attached hereto shall be delivered to JPMC at the times indicated in such Exhibit. All reports created or produced by Supplier in connection with Section 6.3 of the Master Agreement shall be deemed JPMC's Confidential Information,

f. Notices. The address(es) that Supplier shall send or give all notices or other communications with respect to this Task Order pursuant to, and in addition to, the terms and conditions contained in Section 19.2 (Notices) of the Master Agreement, shall also be as follows:

JPMorgan Chase Bank

with a copy to:

JPMorgan Chase Bank
Legal Department
One Chase Manhattan Plaza
25th Floor
New York, NY 10081
Facsimile Transmission: (212) 383-0800

g. Survival. In addition to those provisions of the Master Agreement and the Agreement Collateral Documents which by their express terms survive the expiration or earlier termination of the Master Agreement or the Agreement Collateral Documents, as the case may be, the terms of Section 14(b) (Interpretation of Documents), Section 14(g) and Section 14(h) of this Task Order and any other section which must survive to give effect to its meaning shall survive the expiration or earlier termination of this Task Order.

h. Compliance with JPMC Information/Technologv Control and Related JPMC Policies. Supplier's description of how Supplier and its Subcontractors shall comply with the JPMC Information/Technology Control and Related JPMC Policies is attached hereto as Task Order Exhibit G (Supplier's Statement of Compliance with JPMC's Information/Technology Control Policies).

IN WITNESS WHEREOF, JPMC and Supplier have caused duly authorized representatives of their respective companies to execute this Task Order as of the Task Order Effective Date.

JPMORGAN CHASE BANK 

By:                                     By:
    ---------------------------------       ------------------------------------
Printed Name:                           Printed Name:
              -----------------------                 --------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

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TASK ORDER EXHIBIT A

Statement of Work

1. Description and Scope of Services and Work Product.

[NOTE TO AUTHORS OF TASK ORDERS: FOR MAINTENANCE, THIS SECTION SHOULD (A)
DESCRIBE THE BOUNDARIES OF THE APPLICATION(S) SUPPORTED BY THE SUPPLIER (LIST JPMC CONTENT PROVIDED) AND (B) DETAIL EXACTLY WHAT MAINTENANCE ACTIVITIES ARE COVERED BY THE SUPPLIER (E.Q., IS ANALYSIS OF BUGS COVERED, ARE REGULATORY FIXES COVERED?). FOR DEVELOPMENT PROJECTS, THIS SECTION SHOULD DESCRIBE (A) THE APPLICATION BEING BUILT, INCLUDING BUSINESS REQUIREMENTS, (B) THE OBJECTIVES OF THE DEVELOPMENT, AND (C) WHAT PRECISELY THE SUPPLIER IS DOING (EA, FUNCTIONAL SPECIFICATIONS, CODING, TESTING UP TO UAT). USUALLY, A LARGER SCOPE DOCUMENT IS ATTACHED (E.Q., THE SPECS OR BUSINESS REQUIREMENTS OR AN ARCHITECTURAL DOCUMENT. DOCUMENTATION TO BE PRODUCED BY SUPPLIER SHOULD BE SPECIFICALLY DETAILED (E.Q., ONLINE HELP, USER MANUALS, TECHNICAL DOCUMENTATION)]

As set forth and defined in Section 7.1 (g) of the Master Agreement the following shall be deemed:

(i) JPMC Work Product or

(ii) Supplier Work Product

2. Responsibilities and Tasks.

a. Suppliers Responsibilities and Tasks.

[NOTE TO AUTHORS OF TASK ORDER- THE FOLLOWING LIST SHOULD BE MODIFIED BASED ON THE DETAILS OF THE SERVICES AND WORK PRODUCT TO BE PROVIDED BY SUPPLIER. EACH ITEM SET FORTH BELOW SHOULD NOT NECESSARILY BE INCLUDED IN EACH TASK ORDER-- THE SERVICES SHOULD BE DESCRIBED AS SPECIFICALLY AS POSSIBLE AND GENERALITIES SHOULD BE AVOIDED]

(i) Development and execution of a detailed knowledge acquisition and implementation plan (specifying the methodologies to be used and procedures to verify readiness of Supplier Location) for the transition of Services related to an Application or other such Services;

(ii) Development of Specifications including a Design Document and Functional and Technical Specifications, such Specifications to be subject to the prior review and written approval by JPMC [Affiliate] using criteria reasonably determined by JPMC [Affiliate];

(iii) Development and/or maintenance of the Application(s) described on such Statement of Work, including support of such Application(s) during the hours agreed and/or the development of Enhancements (including new releases and testing of such releases) and Error Corrections for such Application(s);

(iv) Development of Documentation for any Work Product;

(v) Development of operations training plans, subject to a mutually agreed-upon procedure, for review and approval by JPMC;

(vi) Development of a Procedures Manual, detailing operations and procedures including the use of space, layout, physical plant characteristics and physical and system security of each Supplier Location, such Procedure Manual to be jointly developed and subject to the prior review and written approval by JPMC [Affiliate] using criteria reasonably determined by JPMC [Affiliate];

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(vii) Development of detailed procedures, plans and methodologies to transfer Work Product and/or knowledge to JPMC;

(viii) Design, implementation and maintenance of all Supplier Tools, Supplier Machines and Supplier Software interfaces required to perform the Services;

(ix) Performance of any services, functions or responsibilities not specifically described in this Task Order, but which are required for the proper performance and delivery of the Services and Work Product, including the warranties and performance standards set forth in this Statement of Work and the Agreement;

(x) Development of appropriate benchmarking information and adjustments, if any, with respect to the Services as required by JPMC
[Affiliate]; [NOTE TO AUTHORS OF TASK ORDERS: THIS MAY APPLY TO BOTH MAINTENANCE AND DEVELOPMENT TASK ORDERS (P.Q., JPMC MAY HAVE THE SUPPLIER, AS PART OF THE SCOPE OF SERVICES, BENCHMARK THE PERFORMANCE OF THE APPLICATION'S DATABASE).]

(xi) Development and implementation of Change Control Procedures;
[NOTE TO AUTHORS OF TASK ORDERS: THE TASK ORDER EXHIBIT A (STATEMENT OF WORK) SHOULD DETAIL WHO THE PEOPLE ARE WHO ARE INVOLVED IN THE CHANGE CONTROL PROCEDURE. THE FORM AND PROCESS USED ARE PART OF THE MASTER AGREEMENT.]

(xii) Ongoing achievement of all Service Levels, including providing ongoing customer service assistance to JPMC; [NOTE TO AUTHORS OF TASK ORDERS: MANDATORY FOR MAINTENANCE TASK ORDERS]

(xiii) Performance of quality reviews by Supplier to ensure compliance with all requirements as well as continuous improvement; and [NOTE TO AUTHORS OF TASK ORDERS: MANDATORY FOR MAINTENANCE AND DEVELOPMENT TASK ORDERS.]

(xiv) Performance of all End of Term Assistance Services. [NOTE TO
AUTHORS OF TASK ORDERS: MANDATORY FOR MAINTENANCE AND DEVELOPMENT TASK ORDERS.]

b. JPMC's Responsibilities and Tasks.

3. Timetable and Milestones.

[NOTE TO AUTHORS OF TASK ORDER: MAY NOT BE APPLICABLE FOR MAINTENANCE TASK ORDERS. FOR DEVELOPMENT PROJECTS, AN APPROPRIATE TABLE MUST BE CREATED.]

4. Acceptance Specifications.

[NOTE TO AUTHORS OF TASK ORDER: MAY NOT BE APPLICABLE FOR MAINTENANCE TASK
ORDERS. FOR DEVELOPMENT PROJECTS, AN APPROPRIATE TABLE MUST BE CREATED. THIS SHOULD INCLUDE THE TESTING PERIOD AND PROCEDURES AS WELL IF SUCH TESTING PERIOD OR PROCEDURES DIVERGE FROM THOSE STATED IN THE MASTER AGREEMENT.]

5. Project Plan. The initial project plan for this Task Order is attached as appendix A to this Task Order. Any modification to such plan shall be subject to the terms of the Master Agreement, including Section 2.6 (Change Orders) thereof as applicable.

[NOTE TO AUTHORS OF TASK ORDERS: THE PROJECT PLAN IS PARTICULARLY IMPORTANT

FOR DEVELOPMENT PROJECTS]

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TASK ORDER EXHIBIT B

Service Levels

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TASK ORDER EXHIBIT C

Supplier Tools, Supplier Software and Supplier Machines and JPMC Software

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TASK ORDER EXHIBIT D

Business Continuity / Disaster Recovery Plan

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TASK ORDER EXHIBIT E

Fees

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TASK ORDER EXHIBIT F

Periodic Meetings / Reports

1. Reports:

At a minimum, the following reports should be provided:

WEEKLY REPORTS
SLA Summary and Report

MONTHLY REPORTS
SLA Summary Report
Task Order Summary Report
Category Summary Report
Call Reports
Open Items Report
Outsourcing Health (Performance vs. Objectives) Outsourcing Utilization/Projection

Quarterly Reports
SLA Summary Report
Task Order Summary Report
Call Report
Open Items Report

Annual Report
Customer Satisfaction Survey

AD HOC REPORTS
Overview of continuous improvements

[NOTE TO AUTHORS: BEFORE DRAFTING THIS SUBSECTION, PLEASE DETERMINE WHICH REPORTS WILL BE PROVIDED AND DETERMINE THE FORM AND CONTENT OF THE REPORTS TO BE PROVIDED]

2. Periodic Meetings:

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TASK ORDER EXHIBIT G

Supplier's Statement of Compliance with

JPMC's Information/Technology Control Policies

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MASTER AGREEMENT EXHIBIT B

PROFESSIONAL UNIT

Supplier may be paid for Services on the basis of a Professional Unit which will be set forth in the applicable Task Order as a Professional Day or a Professional Week.

A. Payment for Services provided for a "Professional Day" is calculated according to the following formula:

(i) Except as provided in Paragraph B below, and subject to subsections (ii) and
(iii) of this Paragraph A., in consideration of Supplier's performing Services under a Task Order for eight hours or more on any calendar day (including, weekends and holidays), JPMC will pay Supplier therefor the amount described in such Task Order as the amount for a Professional Day ("Professional Day Amount"). 

(ii) [**************************************************************************
********************************************************************************
********************************************************************************
***********************.]

(iii)[**************************************************************************
********************************************************************************
********************************************************************************
*********************************].

B. Payment for Services provided for a "Professional Week" is calculated according to the following formula:

(i) Except as provided in Paragraph A, and subject to subsections (ii) and (iii) of this Paragraph B, in consideration of Supplier's performing Services under a Task Order for forty (40) hours or more in any calendar week (including, but not limited to, weekends and holidays), JPMC will pay Supplier therefor the amount described in such Task Order as the amount for a Professional Week ("Professional Week Amount"). 

(ii) [**************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
*************************************************.]

(iii) [*************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
***************************************************.]

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MASTER AGREEMENT EXHIBIT C

PRE-JPMC ASSIGNMENT STATEMENT

1. I understand that I am an employee of ______________ ("Contractor") and that my provision of services for JPMorgan Chase Bank does not alter that status. I understand that I am not eligible for, or entitled to, any employment status with, or employment benefits of, JPMorgan Chase Bank.

2. I understand that JPMorgan Chase Bank's policies prohibit any concurrent employment or assignment which creates a conflict of interest or interferes with my provision of services to JPMorgan Chase Bank. I hereby confirm that I am not so employed or assigned. I also agree to promptly advise Contractor and JPMorgan Chase Bank should I become concurrently employed or assigned by a financial institution or by a company primarily engaged in the issue, flotation, underwriting, public sale or distribution of stocks, bonds or other similar securities (such as a broker/dealer) while I provide services at JPMorgan Chase Bank, and I understand that JPMorgan Chase Bank may permit such concurrent employment or assignment without prejudice to subsequent objection to conduct which creates a conflict or interference.

3. I further understand that while providing services at JPMorgan Chase Bank I am obligated to conduct myself in accordance with any work rules in effect and to abide by those principles of any applicable World Wide Rules in effect, including but not limited to the obligation to report any observed or suspected illegal activity to the Office of the Secretary of JPMorgan Chase Bank, not to engage in insider trading based on information I become aware of or by virtue of my provision of services at JPMorgan Chase Bank, and not to accept gifts for my provision of services at JPMorgan Chase Bank.

4. I understand that I am not to operate or drive any motorized vehicle or operate any machinery (except office machinery) on behalf of JPMorgan Chase Bank without Contractor's prior written consent and that I am not authorized or empowered to render professional opinions or to sign my name or the JPMorgan Chase Bank name to any financial statement or tax return in connection with the performance of services at JPMorgan Chase Bank or its affiliates.

5. Have you ever been assigned to or employed by J.P. Morgan Chase & Co., JPMorgan Chase Bank or any of their direct or indirect subsidiaries, affiliates or predecessors, including The Chase Manhattan Corporation, The Chase Manhattan Bank, Chemical Bank, The Chase Manhattan Bank, N.A., Manufacturers Hanover Corporation, or Manufacturers Hanover Trust Company, J.P. Morgan & Co. Incorporated or any of its direct or indirect subsidiaries, affiliates or predecessors, including Morgan Guaranty Trust Company of New York (collectively "JPMorgan Chase")?

[ ] No [ ] Yes

Please specify assignment or position, along with dates of assignment or employment:

Were you involuntarily released from the assignment or position?

[ ] No [ ] Yes

If "Yes", explain: _____________________________________________________________

6. Are any of your relatives (that is anyone related to you by blood, marriage or law) or members of your household currently employed by or assigned to work at JPMorgan Chase?

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[ ] No [ ] Yes

Please specify name of relative or member of household, position and department:

7. Have you ever been convicted of, plead guilty or no contest to, or entered into a pre-trial diversion or similar program concerning any criminal offense (e.g., a misdemeanor or a felony) involving a crime of dishonesty, breach of trust, money laundering, or felony involving violence or drug offenses including the illegal manufacture, sale distribution or trafficking in controlled substances?

Do include any guilty pleas or convictions pursuant to a plea bargain or pre-trial diversion program.

Do not include the following: (1) minor traffic violations, (2) convictions or pleas as a youthful offender or juvenile, or (3) any criminal proceedings which have been terminated in your favor (e.g., any acquittals or convictions which have been deleted, voided, invalidated, expunged or sealed by a court).

NOTE: Responses concerning plea bargains or pre-trial diversions should not be provided in states which restrict such inquiries. These states include, but may not be limited to California.

[ ] No [ ] Yes

If "Yes", explain: _____________________________________________________________

8. Have you been charged with or arrested for any criminal offense described above for which you are awaiting disposition, dismissal, termination, further court proceedings or a final resolution? Include any pending criminal case which has been postponed pursuant to a pre-trial diversion or similar program.

NOTE: Responses concerning unresolved charges or arrests should not be provided in states which restrict such inquiries. These states include, but may not be limited to Arizona, California, Illinois, Indiana, Iowa, Kansas, Massachusetts, Michigan, Minnesota, Nevada, New Mexico, Ohio, Rhode Island, Utah, Washington, and West Virginia.

[ ] No [ ] Yes

If "Yes", explain: _____________________________________________________________

9. If you answered 'yes' to either question seven or eight, please note that, consistent with applicable law, a conviction or unresolved criminal charge or arrest will not result in an automatic disqualification from your ability to provide services at JPMorgan Chase Bank. As appropriate, factors such as the date, nature, job relatedness and seriousness of the offense will

be considered. However, please be advised that the Federal Deposit Insurance Act provides that ". . . any person who has been convicted of any criminal offense involving dishonesty or a breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution of such offense, may not participate, directly or indirectly, in the conduct of the affairs of any insured depository institution . . .." Crimes involving violence or drug offenses may come under this definition and JPMorgan Chase Bank also has certain bonding requirements.

10. I agree to have my fingerprints taken in accordance with JPMorgan Chase Bank's fingerprinting policy and to have my photograph taken and that law enforcement agencies, including the FBI, will be contacted. I also agree that I will be subject to a drug test in connection with my assignment with JPMorgan Chase Bank. I further understand and agree that I am obligated to update any information provided on this Statement.

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11. I understand that conversations on JPMorgan Chase Bank's telephone lines may be monitored by or on behalf of JPMorgan Chase Bank, and, from time to time, such telephone conversations will be recorded by or on behalf of JPMorgan Chase Bank. Voicemail and computer usage (including, but not limited to, e-mail and internet usage) may also be monitored by or on behalf of JPMorgan Chase Bank as well. Personal telephone conversations conducted during such monitoring and/or recording are also subject to such monitoring and/or recording until such time as JPMorgan Chase Bank can determine the non-business nature of the call. JPMorgan Chase Bank reserves the right to use the recordings and information obtained from them in any manner permitted by law.

12. I understand and agree to the terms of this Statement and certify that the statements made in this Statement are true and correct to the best of my knowledge and I understand and agree that any misstatement or omission of fact or failure to properly update this information will result in termination of provision of services at JPMorgan Chase Bank.

Signature:
Print Name:
Home Address:

Home Phone:
Date:

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MASTER AGREEMENT EXHIBIT D

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

I, __________________, understand that ________________ ("Contractor") may assign me to perform services for JPMorgan Chase Bank, or a parent corporation, affiliate or subsidiary thereof (hereafter collectively, "JPMorgan Chase"), which placement will require the strictest confidence and sensitivity. In consideration of my employment by Contractor and, as a term of that employment, I agree:

1. I have been advised by Contractor that the services Contractor may assign me to perform for JPMorgan Chase will involve documents, data and information of a highly sensitive, confidential and proprietary nature or which may constitute trade secrets ("Confidential Information"). This Confidential Information is described and defined in Appendix 1 attached to this Agreement and includes any copies or extracts of such information (in any form).

2. I assure Contractor that I shall, at all times while providing services at JPMorgan Chase, hold in confidence all Confidential Information which I have access to, learn, observe or obtain during my assignments. I shall not disclose, remove, copy or utilize (or permit to be disclosed, removed, copied or utilized) in any form any such Confidential Information unless I am expressly authorized in writing by a representative of JPMorgan Chase. I further agree that I will promptly advise Contractor and JPMorgan Chase of any unauthorized use, removal, copy or disclosure of Confidential Information by anyone, including myself.

3. If I cease to provide services to JPMorgan Chase for any reason or at any time upon JPMorgan Chase's request, I will immediately return to JPMorgan Chase all Confidential Information in my possession or control. If I become legally compelled by an order of a court or governmental agency to disclose any Confidential Information, I will provide JPMorgan Chase with prompt written notice to JPMorgan Chase Bank, c/o J.P. Morgan Chase & Co., Legal Department, One Chase Manhattan Plaza, 26th Floor, New York, NY 10081, Attn: Philip A. Goldstein, Counsel; Facsimile: (212) 552-4723; Telephone: (212) 552-1630, and
_________________________________ [INSERT VENDOR CONTACT INFORMATION] so that JPMorgan Chase and Contractor may assert whatever interest either or both have in the information prior to disclosure by me.

4. I understand that if I disclose, copy, remove or misuse any Confidential Information in violation of this Agreement and threaten or cause damage to Contractor or JPMorgan Chase, I will be responsible to and will indemnify Contractor and JPMorgan Chase.

5. I also recognize that indemnification and money are not adequate to compensate for a breach or threatened breach of this Agreement and would cause irreparable injury to JPMorgan Chase. I, therefore, agree that even without proving monetary damages, that Contractor and its client, JPMorgan Chase, are entitled to temporary and permanent injunctive relief against such breaches. Such permanent or temporary injunctive relief will not limit any other remedies which may result from the breach or threatened breach of the promises I am making in this Agreement.

6. I will not use JPMorgan Chase's name without JPMorgan Chase's prior written consent. I also agree not to use any material obtained or prepared in connection with my placement at JPMorgan Chase for any purpose not related to JPMorgan Chase's business(es).

7. I agree that during the period of my provision of services at JPMorgan Chase and for a period of two (2) years after that, I will not -- either for myself or any other person or entity -directly or indirectly, solicit, lure away (or attempt to solicit or lure away) any JPMorgan Chase customers who were serviced by me or whose names became known to me while I was providing services at JPMorgan Chase.

8. Neither this Agreement nor my obligations under this Agreement may be assigned to any other party.

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9. This Agreement contains the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersedes all other prior agreements, understandings or letters of intent between the parties hereto whether written or oral. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.

10. This Agreement shall be governed by and construed in accordance with the law of the State of New York without regard to conflict of laws. I agree that all actions arising hereunder shall be brought in the courts of the State of New York sitting in New York County. I expressly consent to the jurisdiction of New York courts and waive my right to trial by jury with respect to this Agreement.

11. This Agreement shall survive my employment relationship with Contractor.

Signature:
Print Name:
Home Address:

Home Phone:
Date:

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APPENDIX 1 TO MASTER AGREEMENT EXHIBIT D

DEFINITION OF CONFIDENTIAL INFORMATION

Confidential, trade secrets or proprietary information (hereinafter collectively, "Confidential Information") shall include any information of JPMorgan Chase Bank and its parent, J.P. Morgan Chase & Co., and any present or future direct or indirect affiliates or subsidiaries of such entities (hereinafter collectively, "JPMorgan Chase") not generally known to the public. Confidential Information includes, without limitation, any trade secrets or proprietary information concerning JPMorgan Chase, its sales, personnel or accounting procedures, accounts, operations, devices, techniques, methods, business plans, software, software codes, data processing programs, data bases, models, secret processes, products, capacities, systems, security practices, research, development, machines and adoption thereto, inventions, research projects and other means used by JPMorgan Chase in the provision of Service(s) to customers and in the conduct of business, whether developed, acquired or compiled by JPMorgan Chase, whether tangible, recorded or otherwise, and without regard to the form of recordation or the state of completion.

Confidential Information further includes information concerning customers and prospective customers of JPMorgan Chase, and the affairs and business activities of JPMorgan Chase and/or its customers. This includes trade secrets and proprietary information concerning accounts, financial standing, investment holdings and other personal financial data compiled by JPMorgan Chase and/or provided by customers, specific financial needs and requirements with respect to investments, financial position and standing, leads, referrals and references to customers, holding book or customer book pages, assets and obligations carried in accounts of customers, and all records and documents concerning the business and affairs of JPMorgan Chase and/or customers whether developed, compiled or acquired by JPMorgan Chase, whether tangible, recorded or otherwise, and without regard to the form of recordation or the state of completion.

Confidential Information also includes the identity of and any and all confidential or proprietary information or data belonging to or concerning any JPMorgan Chase customers and any third parties which is in the possession, custody or control of JPMorgan Chase.

Confidential Information further includes any idea or concept whether or not it has been reduced to tangible form, and any and all work compiled, acquired or produced by assignment personnel in connection with their assignment to JPMorgan Chase. Confidential Information shall not include any information which is presently in the possession and control of assignment personnel independent of their relationship with JPMorgan Chase, or which became known to such assignment personnel independent of their assignment at JPMorgan Chase or which was developed by the assignment personnel and was not based upon or derived from Confidential Information of JPMorgan Chase.

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MASTER AGREEMENT EXHIBIT E

STATEMENT OF JPMC DOMESTIC FINGERPRINTING POLICY FOR CONTINGENT WORKER
PROVIDERS/SERVICING AGENCIES

Contractor's Personnel assigned to work on JPMorgan Chase premises must be fingerprinted no later than the first day of their assignment and such results must be in compliance with the Financial Institutions Reform Recovery and Enforcement Act (FIRREA) and the JPMorgan Chase Requirements in order to remain on assignment at JPMorgan Chase. If more than six (6) months have elapsed since the completion of a prior assignment, Contractor's Personnel must be re-fingerprinted when the next assignment begins. It is Contractor's responsibility to notify the applicable JPMorgan Chase business areas when any of Contractor's Personnel are assigned to JPMorgan Chase premises and must do so on or before the first date of assignment.

Contractor's Personnel assigned to work off JPMorgan Chase premises, but who have access to JPMorgan Chase's systems, data or certain intellectual property/confidential material, will be subject to fingerprinting at the discretion of the applicable JPMorgan Chase business areas. Contractor must notify the applicable JPMorgan Chase business areas when any of Contractor's Personnel have such access, and must do so upon the date of such access.

Fingerprinting will be conducted by JPMorgan Chase or a JPMorgan Chase designee and the results will be returned to JPMorgan Chase. Information from fingerprinting results will not be disclosed to Contractor.

In evaluating results (or background reports, as appropriate), JPMorgan Chase may require access to the portion of the Pre-JPMorgan Chase Assignment Statement which contains inquiries concerning unresolved arrests and conviction records, and Contractor will make this limited information available to JPMorgan Chase.

It is the responsibility of Contractor to warrant that each person who is subject to fingerprinting under this policy timely submit to fingerprinting at a JPMorgan Chase facility or such other facility designated by JPMorgan Chase, all in accordance with JPMorgan Chase policies (where permitted by applicable laws and regulations).

Compliance with the procedures set forth above shall not relieve Contractor of its obligation to review its personnel or subcontractors' personnel applications and Pre-JPMorgan Chase Assignment Statements, or of its obligation regarding the selection, placement and supervision of Contractor's Personnel.

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MASTER AGREEMENT EXHIBIT F

STATEMENT OF JPMC DOMESTIC DRUG TESTING POLICY FOR CONTINGENT WORKER
PROVIDERS/SERVICING AGENCIES

In general, Contractor's Personnel assigned to work on JPMorgan Chase premises are required to take a drug screening test no later than the first day of their assignment and must pass in order to remain on assignment at JPMorgan Chase. However, Contractor must warrant that no member of Contractor's Personnel will be assigned to JPMorgan Chase that have not successfully passed a drug test within thirty (30) days prior to their start date. If more than six (6) months have elapsed since the completion of a prior assignment, Contractor's Personnel must be re-drug tested when the next assignment begins. It is Contractor's responsibility to notify the applicable JPMorgan Chase business areas when any of Contractor's Personnel are assigned to JPMorgan Chase premises and must do so on or before the first date of assignment.

Contractor's Personnel assigned to work off JPMorgan Chase premises, but who have access to JPMorgan Chase's systems, data or certain intellectual property/confidential material, will be subject to drug testing at the discretion of the applicable JPMorgan Chase business areas. Contractor must notify the applicable JPMorgan Chase business areas when any of Contractor's Personnel have such access, and must do so upon the date of such access.

Drug testing will be conducted by Contractor at Contractor's expense. JPMorgan Chase, at its discretion, has the right to audit Contractor's drug test records and procedures pertaining to those members of Contractor's Personnel assigned to JPMorgan Chase.

It is the responsibility of Contractor to warrant that it will use a drug test laboratory that is Substance Abuse Mental Health Service Administration (SAMHSA) certified and will conform to the minimum JPMorgan Chase Health Services Drug Testing Standards, a current copy of which is attached to hereto as Appendix 1.

During Contractor's Personnel's assignment with JPMorgan Chase, if there is reason to believe that their work is being impaired by a substance abuse problem, Contractor may be required to have such member of Contractor's Personnel undergo a drug screening test in order to remain on such assignment. Under certain circumstances, Contractor's Personnel may also be asked to take a random test for drugs or alcohol if they perform a job that could affect the safety of themselves or others. If Contractor's Personnel refuse to cooperate in a drug screening test, they may be subject to immediate removal from their assignment.

Contractor must notify Contractor's Personnel that if they are convicted of any drug-related crime, they must immediately notify their provider, who in turn must immediately notify JPMorgan Chase, and such member of Contractor's Personnel will no longer be eligible for such assignment. If such member of Contractor's Personnel fails to so notify their provider, corrective action may include immediate removal from their assignment.

Compliance with the procedures set forth above shall not relieve Contractor of its obligation to review its personnel or subcontractors' personnel applications and Pre-JPMorgan Chase Assignment Statements, or of its obligation regarding the selection, placement and supervision of Contractor's Personnel.

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APPENDIX 1 TO MASTER AGREEMENT EXHIBIT F

JPMC HEALTH SERVICES DRUG TESTING STANDARDS

Testing must be performed at a Substance Abuse Mental Health Service Administration (SAMHSA) certified laboratory.

The urine specimen must be collected via the Chain of Custody (COC) Protocol.

The urine specimen must be tested for the following 5 substances:

Amphetamines
Cannabinoid
Cocaine
Opiates
Phencyclidine (PCP)

If the preliminary screening is a positive result, a confirmation test - Gas Chromatography/Mass Spectroscopy (GC/MS) - must be performed.

All positive results must be reviewed by a Medical Review Officer (MRO).

If you have any questions, regarding this standard, please contact Maureen Butler at 212-2704777.

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MASTER AGREEMENT EXHIBIT G

FEES

[******************************************************************************* ******************************************************************************** *******************************************************************************]

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MASTER AGREEMENT EXHIBIT H

EUROPEAN UNION PRIVACY ADDENDUM

1. In respect of Personal Data relating to individuals located within, or derived from, the European Union that is processed by Supplier pursuant to this Agreement, Supplier shall at all times act as a data processor in respect of such Personal Data.

2. Upon JPMC's request, Supplier shall promptly execute:

a. the clauses set out in Schedule 1 in respect of Supplier's processing of Personal Data on behalf of JPMC relating to individuals located within, or derived from, the following jurisdictions: Belgium, Czech Republic, France, Germany, Italy, Netherlands, Poland, Portugal and Spain; and

b. the Clauses set out in Schedule 2 in respect of Supplier's processing of Personal Data on behalf of JPMC from the following jurisdictions: UK and Ireland.

3. The provisions of this Exhibit H and the clauses executed by Supplier and JPMC pursuant to this Exhibit H shall override and have precedence over any contrary provisions in this Agreement. Unless it is expressly indicated otherwise in a Task Order, the provisions of this Exhibit H shall apply to each Task Order.

4. For the purposes of this Exhibit H, the terms "Personal Data", "data processor", "special categories of data" and "processing" shall have the same meanings as are given to those terms in EU Directive 95/46/EEC on the protection of individuals with regard to the processing of personal data and the free movement of such data, and "process" shall be interpreted accordingly.

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SCHEDULE 1 TO MASTER AGREEMENT EXHIBIT H

CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES

FOR USE EVERYWHERE EXCEPT IN RELATION TO UK AND IRELAND

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation: JPMorgan Chase Bank address: 270 Park Avenue, New York 10017, USA tel.: _______________; fax: _____________________; e-mail: _____________________

Other information needed to identify the organization

(the "DATA EXPORTER")

and

a) NAME OF THE DATA IMPORTING ORGANISATION: [SERVICE PROVIDER],

b) ADDRESS

tel.: _______________; fax: _____________________; e-mail: _____________________

Other information needed to identify the organization

(the "DATA EXPORTER")

HAVE 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 exporter to the data importer of the personal data specified in Appendix 1.

1. DEFINITIONS

For the purposes of the Clauses:

"PERSONAL DATA", "SPECIAL CATEGORIES OF DATA", "PROCESS/PROCESSING", "CONTROLLER", "PROCESSOR", "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 (the "DIRECTIVE") the "DATA EXPORTER" shall mean the controller who transfers the personal data;

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the "DATA IMPORTER" shall mean the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of these Clauses and who is not subject to a third country's system ensuring to adequate protection;

the "APPLICABLE DATA PROTECTION LAW" shall mean the legislation 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 Member Jurisdiction in which the data exporter is established;

"TECHNICAL AND ORGANISATIONAL SECURITY MEASURES" shall mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

2. DETAILS OF TRANSFER

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

3. THIRD-PARTY BENEFICIARY CLAUSE

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (h), Clause 5(a) to (e), and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2 and Clauses 9, 10 and 11, as third-party beneficiaries.

The data subject can enforce against the data importer this Clause, Clauses 5(a) to (e) and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses 9, 10 and 11, in cases where the data exporter has factually disappeared or has ceased to exist in law.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

4. OBLIGATIONS OF THE DATA EXPORTER

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member Jurisdiction where the data exporter is established) and does not violate the relevant provisions of that Jurisdiction;

(b) that he has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and these clauses;

(c) that the data importer shall provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

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(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that he will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or a soon as possible after, the transfer that his data could be transmitted to a third country not providing adequate protection;

(g) that he agrees to forward the notification received from the data importer pursuant to Clause 5(b) to the data protection supervisory authority if he decides to continue the transfer or to lift his suspension;

(h) to make available to the data subject upon request a copy of the Clauses set out in this Annex, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures.

5. OBLIGATIONS OF THE DATA IMPORTER

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with his instructions and the clauses; if he cannot provide such compliance for whatever reasons, he agrees to inform promptly the data exporter of his inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that he has no reason to believe that the legislation applicable to him prevents him from fulfilling the instructions received from the data exporter and his obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, he will promptly notify the change to the data exporter as soon as he is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that he has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that he shall promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

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(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless he has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to his processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit his data processing facilities for audit of the processing activities covered by the clauses 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 bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses set out in this Annex, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy of the data exporter.

6. LIABILITY

6.1 he 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 data exporter for the damage suffered.

6.2 If a data subject is not to bring the action referred to in paragraph 6.1 arising out of a breach by the data importer of any of his obligations referred to in Clause 3 against the data exporter because the data exporter has disappeared factually or has ceased to exist in law or became insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if he were the data exporter.

6.3 The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred. Indemnification is contingent upon:

(a) the data exporter promptly notifying the data importer of a claim; and

(b) the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim.

7. MEDIATION AND JURISDICTION

7.1 The data importer agrees that if the data subject invokes against him third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

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(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 Jurisdiction in which the data exporter is established.

7.2 The data importer agrees that, by agreement with the data subject, the resolution of a specific dispute can be referred to an arbitration body if the data importer is established in a country which has ratified the New York Convention on enforcement of arbitration awards.

7.3 The parties agree that the choice made by the data subject will not prejudice his substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

8. COOPERATION WITH SUPERVISORY AUTHORITIES

8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

9. GOVERNING LAW

The Clauses shall be governed by the law of the Member Jurisdiction in which the data exporter is established, namely Belgium, Czech Republic, France, Germany, Italy, Netherlands, Poland, Portugal or Spain as applicable.

10. VARIATION OF THE CONTRACT

The parties undertake not to vary or modify the terms of the Clauses.

11. OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES

11.1 The parties agree that on the termination of the provision of data processing services, the data importer shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that he has done so, unless legislation imposed upon the data importer prevents him from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that he will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

11.2 The data importer warrants that upon request of the data exporter and/or of the supervisory authority, he will submit his data processing facilities for an audit of the measures referred to in paragraph 11.1.

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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)

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 Jurisdictions 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):

A global financial services provider ___________________________________________

DATA IMPORTER

The data importer is (please specify briefly activities relevant to the transfer):

A global information technology services provider ______________________________

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects (please specify):

The data transferred may involve all categories of data subjects of the Data Exporter including, without limitation.

- Current, past, potential employees, trainees, voluntary workers

- Current, past, potential employees of associated companies, organisations

- Current, past, potential employees of other organisations

- Current, past, potential recipients, customers, counter parties or clients for goods or services (direct or indirect)

- Current, past, potential suppliers of goods or services (direct or indirect)

- Current, past, potential contacts at correspondent banks and other associated financial institutions

- Current, past, potential directors, other senior officers

- Current, past, potential business or other contacts

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- Current, past, potential advisors, consultants, professional and other experts

- Current, past, potential correspondents and enquirers

- Current, past, potential elected representatives, other holders of public office

- Current, past, potential survey respondents, other persons assisting research

- Current, past, potential claimants, beneficiaries, payees

- Relatives of all of the above.

CATEGORIES OF DATA

The personal data transferred concern the following categories of data (please specify):

The personal data may fall within any of the categories of data transferred from the Data Exporter to the Data Importer which is derived from France, Spain, Italy, Belgium, the Netherlands, Germany, Portugal, Poland and/or Czech Republic, including without limitation

CURRENT, PAST & POTENTIAL CLIENTS, COUNTERPARTIES AND SUPPLIERS

- Agreements, contracts

- References to manual files and records

- Personal identifiers

- Details of accounts and transactions

- Financial identifiers

- Identifiers issued by public bodies

- Personal details

- Goods, services provided to the Data Subject

- Goods, services obtained from the Data Subject

- Other contracts with Data Subject (not being goods or services)

- Business activities of the Data Subject

- Creditworthiness

HUMAN RESOURCES INFORMATION

- Work management details

- Performance assessment and appraisal information

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- Court Orders and records regarding wage garnishment, child support agreements and equivalent

- Training record

- Security details

- Pension details

- Compensation, credit history and taxation details

- Recruitment details

- Personal details (including date of birth)

- Career history

- Termination details

- Current marriage or partnership details

- Academic record

- Qualifications and skills

- Membership of professional bodies

- Professional expertise

- Membership of committees

- Current employment status

- Financial transactions

- Insurance details

- Publications

- Internal compliance information

- Career management, budget and compensation planning

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

The personal data transferred concern the following special categories of data (please specify):

All categories of sensitive data transferred from the Data Exporter to the Data Importer, including without limitation:

Disabilities, infirmities

Political affiliations

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Health and sickness

Health and safety

Ethnicity

Dietary requirements

Criminal convictions and arrests

and such other special categories of data as data subjects may from time to time volunteer to JPMorgan Chase.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing activities (please specify):

- Incidental access during the provision of information technology services by the data importer

- Storage or transport of data on equipment used by the data importer

- Provision of business services of an advisory, consulting or intermediary nature in relation to best practice and benchmarking services

DATA EXPORTER DATA IMPORTER

Name:
Authorised signature:

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APPENDIX 2

TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE

PARTIES

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Those measures set out in JPMorgan Chase's security policies in force from time to time.

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SCHEDULE 2 TO MASTER AGREEMENT EXHIBIT H
CONTROLLER TO PROCESSOR BESPOKE CONTRACTUAL CLAUSES
FOR USE IN RELATION TO UK AND IRELAND

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation: JPMORGAN CHASE BANK address: 270 Park Avenue, New York 10017, USA tel.: ___________________; fax: ___________________; e-mail: ___________________

Other information needed to identify the organization

(the "DATA EXPORTER")

and

NAME OF THE DATA IMPORTING ORGANISATION: [SERVICE PROVIDER], ___________________

ADDRESS
tel.: ___________________; fax: ___________________; e-mail: ___________________

Other information needed to identify the organization

(the "DATA IMPORTER")

HAVE 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 exporter to the data importer of the personal data specified in Appendix 1.

1 DEFINITIONS

For the purposes of the Clauses:

"PERSONAL DATA", "SPECIAL CATEGORIES OF DATA", "PROCESS/PROCESSING", "CONTROLLER", "PROCESSOR", "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 (the "DIRECTIVE")

the "DATA EXPORTER" shall mean the controller who transfers the personal data;

the "DATA IMPORTER" shall mean the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of these Clauses and who is not subject to a third country's system ensuring to adequate protection;

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the "APPLICABLE DATA PROTECTION LAW" shall mean the legislation 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 Member Jurisdiction in which the data exporter is established;

"TECHNICAL AND ORGANISATIONAL SECURITY MEASURES" shall mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

2. DETAILS OF TRANSFER

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

3. THIRD-PARTY BENEFICIARY CLAUSE

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (h), Clause 5(a) to (e), and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2 and Clauses 9, 10 and 11, as third-party beneficiaries.

The data subject can enforce against the data importer this Clause, Clauses 5(a) to (e) and (g), Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses 9, 10 and 11, in cases where the data exporter has factually disappeared or has ceased to exist in law.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

4. OBLIGATIONS OF THE DATA EXPORTER

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member Jurisdiction where the data exporter is established) and does not violate the relevant provisions of that Jurisdiction;

(b) that he has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and these clauses;

(c) that the data importer shall provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all

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other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that he will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or a soon as possible after, the transfer that his data could be transmitted to a third country not providing adequate protection;

(g) that he agrees to forward the notification received from the data importer pursuant to Clause 5(b) to the data protection supervisory authority if he decides to continue the transfer or to lift his suspension;

(h) to make available to the data subject upon request a copy of the Clauses set out in this Annex, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures.

5. OBLIGATIONS OF THE DATA IMPORTER

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with his instructions and the clauses; if he cannot provide such compliance for whatever reasons, he agrees to inform promptly the data exporter of his inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that he has no reason to believe that the legislation applicable to him prevents him from fulfilling the instructions received from the data exporter and his obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, he will promptly notify the change to the data exporter as soon as he is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that he has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that he shall promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless he has been otherwise authorised to do so;

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(e) to deal promptly and properly with all inquiries from the data exporter relating to his processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit his data processing facilities for audit of the processing activities covered by the clauses 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 bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses set out in this Annex, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy of the data exporter.

6. LIABILITY

6.1 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 data exporter for the damage suffered.

6.2 If a data subject is not to bring the action referred to in paragraph 6.1 arising out of a breach by the data importer of any of his obligations referred to in Clause 3 against the data exporter because the data exporter has disappeared factually or has ceased to exist in law or became insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if he were the data exporter.

6.3 The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred. Indemnification is contingent upon:

(a) the data exporter promptly notifying the data importer of a claim; and

(b) the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim.

7. MEDIATION AND JURISDICTION

7.1 The data importer agrees that if the data subject invokes against him third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to non-binding mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute either to the courts in the Member Jurisdiction in which the data exporter is established or the courts in the United Kingdom or the courts of the Member

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Jurisdiction in which the data subject is resident or (where not resident within the EU) most closely associated for the purposes of his business with the Data Exporter, but these shall be the only courts to which a data subject may refer a dispute.

7.2 The parties agree to consider participating in arbitration, mediation, or any other dispute resolution proceedings by agreement with a data subject if (in relation to arbitration only) that party is established in a country which has ratified the New York convention on enforcement of arbitration awards.

8. COOPERATION WITH SUPERVISORY AUTHORITIES

8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

9. GOVERNING LAW

The Clauses shall be governed by the law of one the Member Jurisdiction in which the data exporter is established, namely England & Wales.

10. VARIATION OF THE CONTRACT

The parties undertake not to vary or modify the terms of the Clauses.

11. OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES

11.1 The parties agree that on the termination of the provision of data processing services, the data importer shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that he has done so, unless legislation imposed upon the data importer prevents him from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that he will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

11.2 The data importer warrants that upon request of the data exporter and/or of the supervisory authority, he will submit his data processing facilities for an audit of the measures referred to in paragraph 11.1.

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):

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Signature

(stamp of organisation)

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 Jurisdictions 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):

A global financial services provider ___________________________________________

DATA IMPORTER

The data importer is (please specify briefly activities relevant to the transfer):

A global information technology services provider ______________________________

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects (please specify):

The data transferred may involve all categories of data subjects of the Data Exporter including, without limitation.

- Current, past, potential employees, trainees, voluntary workers

- Current, past, potential employees of associated companies, organisations

- Current, past, potential employees of other organisations

- Current, past, potential recipients, customers, counter parties or clients for goods or services (direct or indirect)

- Current, past, potential suppliers of goods or services (direct or indirect)

- Current, past, potential contacts at correspondent banks and other associated financial institutions

- Current, past, potential directors, other senior officers

- Current, past, potential business or other contacts

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- Current, past, potential advisors, consultants, professional and other experts

- Current, past, potential correspondents and enquirers

- Current, past, potential elected representatives, other holders of public office

- Current, past, potential survey respondents, other persons assisting research

- Current, past, potential claimants, beneficiaries, payees

- Relatives of all of the above.

CATEGORIES OF DATA

The personal data transferred concern the following categories of data (please specify):

The personal data may fall within any of the categories of data transferred from the Data Exporter to the Data Importer which is derived from the UK and/or Ireland, including without limitation: _________________________________________

CURRENT, PAST & POTENTIAL CLIENTS, COUNTERPARTIES AND SUPPLIERS

- Agreements, contracts

- References to manual files and records

- Personal identifiers

- Details of accounts and transactions

- Financial identifiers

- Identifiers issued by public bodies

- Personal details

- Goods, services provided to the Data Subject

- Goods, services obtained from the Data Subject

- Other contracts with Data Subject (not being goods or services)

- Business activities of the Data Subject

- Creditworthiness

HUMAN RESOURCES INFORMATION

- Work management details

- Performance assessment and appraisal information

- Court Orders and records regarding wage garnishment, child support agreements and equivalent

103

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- Training record

- Security details

- Pension details

- Compensation, credit history and taxation details

- Recruitment details

- Personal details (including date of birth)

- Career history

- Termination details

- Current marriage or partnership details

- Academic record

- Qualifications and skills

- Membership of professional bodies

- Professional expertise

- Membership of committees

- Current employment status

- Financial transactions

- Insurance details

- Publications

- Internal compliance information

- Career management, budget and compensation planning

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

The personal data transferred concern the following special categories of data (please specify):

All categories of sensitive data transferred from the Data Exporter to the Data Importer, including without limitation:

Disabilities, infirmities

Political affiliations

Health and sickness

104

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Health and safety Ethnicity

Dietary requirements

Criminal convictions and arrests

and such other special categories of data as data subjects may from time to time volunteer to JPMorgan Chase.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing activities (please specify):

- Incidental access during the provision of information technology services by the data importer

- Storage or transport of data on equipment used by the data importer

- Provision of business services of an advisory, consulting or intermediary nature in relation to best practice and benchmarking services

DATA EXPORTER DATA IMPORTER

Name:
Authorised signature:

105

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APPENDIX 2

TO THE STANDARD CONTRACTUAL CLAUSES

THIS APPENDIX FORMS PART OF THE CLAUSES AND MUST BE COMPLETED AND SIGNED BY THE PARTIES

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Those measures set out in JP Morgan Chase's security policies in force from time to time.

106

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

JPMC Agreement No.: 70575-A1

AMENDMENT NO. 1
TO
MASTER SERVICE PROVIDER AGREEMENT
DATED DECEMBER 6, 2004

(JPMC AGREEMENT NO. 70575)

This Amendment No. 1 ("Amendment") to the Master Service Provider Agreement dated as of DECEMBER 6, 2004 and entered into by JPMorgan Chase Bank and Virtusa Corporation (the "Master Agreement") is made and entered into as of March 30, 2005 ("Amendment Effective Date") by JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as successor in interest to JPMorgan Chase Bank, ("JPMC"), with an office located at 270 Park Avenue, New York, New York 10017-2070 and Virtusa Corporation located at 2000 West park Drive, Westborough, MA 01581 ("US Supplier") and Virtusa India Pvt. Ltd., 3rd Floor, My Home Tycoon, Begumpet, Hyderabad 500-016, India ("Offshore Supplier").

WHEREAS, JPMC and US Supplier have entered into the Master Agreement, and

WHEREAS, Offshore Supplier wishes to be a party to the Master Agreement and hereby accepts and agrees to be bound by the terms of the Master Agreement, and

WHEREAS, JPMC and US Supplier agree that Offshore Supplier will be a party to the Master Agreement, and

WHEREAS, JPMC and US Supplier now wish to amend the Master Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the promises, terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.

1. To amend the Master Agreement as of the Amendment Effective Date as follows:

A. The Introductory paragraph on page 5 of the Master Agreement is hereby deleted in its entirety and replaced with the following:

"This Master Service Provider Agreement ("Master Agreement") dated as of December 6, 2004 is entered into by JPMorgan Chase Bank, National Association, ("JPMC"), with an office located at 270 Park Avenue, New York, New York 10017-2070 and Virtusa Corporation located at 2000 West park Drive, Westborough, MA 01581 ("US Supplier") and Virtusa India Pvt. Ltd., 3rd Floor, My Home Tycoon, Begumpet, Hyderabad 500-016, India ("Offshore Supplier"). US Supplier and Offshore Supplier are hereinafter referred to as "Supplier".

B. Section 12.1(a) is deleted in its entirety and replaced with the following:

"US Supplier is a corporation, validly existing and in good standing under the laws of Delaware. Offshore Supplier is a corporation, validly existing and in good standing under the laws of India."

2. Except as expressly amended herein, the Master Agreement remains in full force and effect.

3. Terms not defined herein shall be as defined in the Master Agreement.

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JPMC Agreement No.: 70575-A1

4. By executing this Amendment, the parties hereto ratify and confirm the terms of the Master Agreement, as modified by the terms of this Amendment.

5. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

6. If there shall be any conflict in the terms and conditions of the Master Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall control and be binding.

7. All references in the Master Agreement in and/or to "this Agreement" and words of a like nature shall be deemed to refer to the Master Agreement, as amended and supplemented by this Amendment.

IN WITNESS WHEREOF, JPMC and Supplier have caused duly authorized representatives of their respective companies to execute this Amendment as of the Amendment Effective Date. 

JPMORGAN CHASE BANK,                    VIRTUSA CORPORATION
NATIONAL ASSOCIATION


By: /s/ Joseph Martinez                 By: /s/ Thomas Holler
    ---------------------------------       ------------------------------------
Printed Name: Joseph Martinez           Printed Name: Thomas Holler
Title: S.V.P.                           Title: CFO

VIRTUSA INDIA PVT. LTD. 

By: /s/ Santanu Paul
    ---------------------------------
Printed Name: Santanu Paul
Title: General Manager

Page 2 of 2

Exhibit 10.8

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE

CONTRACT NUMBER: 678650.

CONTRACT RELATING TO: PROVISION OF IT SERVICES TO BT

This CONTRACT is made this 29th day of March, 2007

BETWEEN

(1) BRITISH TELECOMMUNICATIONS PLC(registered in England and Wales under Company Number: 1800000) whose registered office is 81 Newgate Street, London, EC1A 7AJ
("BT")

(2) Virtusa UK Limited (registered in England under Company Number 05640127 whose registered office is 1 Callaghan Square Cardiff CF10 5BT ("the Supplier")

(referred together in the Contract as "the Parties")

For the sum of L1 payable to it by BT, Supplier shall complete and deliver to BT such work and/or equipment and/or services (as the case may be) as BT may order from time to time within the Term in accordance with the Contract which comprises this signed front sheet and the following appended documents: 

1.   DEFINITIONS
2.   SCHEDULE 1: COE GENERIC REQUIREMENTS
3    SCHEDULE 2: CONDITIONS OF CONTRACT
4    SCHEDULE 3: MODEL CLAUSES FOR DATA PROTECTION
5    SCHEDULE 4: BT SECURITY REQUIREMENTS AND POLICY
6    SCHEDULE 5: NOT APPLICABLE
7    SCHEDULE 6: IT SERVICES
8    SCHEDULE 7: NOT APPLICABLE
9    SCHEDULE 8: CHANGE CONTROL PROCESS
10   SCHEDULE 9: CONFIDENTIALITY AGREEMENT
11   SCHEDULE 10: GENERIC STANDARDS

and which, in the case of conflict, shall have precedence in the order listed unless expressly stated otherwise in the Schedule. 

SIGNED for and on behalf of SUPPLIER    SIGNED for and on behalf of BT


SIGNATURE /S/ KRIS CANEKERATNE          SIGNATURE /S/ MERYL BUSHELL
          ---------------------------             ------------------------------
NAME KRIS CANEKERATNE                   NAME MERYL BUSHELL

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE 

 POSITION                POSITION           CHIEF
IN COMPANY   DIRECTOR   IN COMPANY   PROCUREMENT OFFICER
----------   --------   ----------   -------------------

INDEX 

                                                                           PAGES
                                                                           -----
DEFINITIONS                                                                   2

SCHEDULE 1- REQUIREMENTS                                                      6
   1. INTRODUCTION                                                            6
   2. DESCRIPTION AND SCOPE OF WORK                                           6
   3. SUPPLY RELATIONSHIP-INTENTIONALLY DELETED                               6
   4. PLACE OF WORK                                                           6
   5. ORDER OF PRECEDENCE                                                     6

SCHEDULE 2- CONDITIONS                                                        7
   1. TERM                                                                    7
   2. ORDER OF PRECEDENCE                                                     7
   3. QUALITY OF SERVICES                                                     7
   4. QUALITY REQUIREMENTS                                                    7
   5. COMPLIANCE WITH LAWS AND REGULATIONS                                    8
   6. ASSIGNMENT AND SUBCONTRACTING                                           8
   7. SUPPLIER OBLIGATIONS                                                    9
   8. SERVICE LEVELS                                                          9
   9. CONTRACT PERSONNEL                                                      9
   10. INDUCTION AND TRAINING                                                10
   11. KEY PERSONNEL                                                         10
   12. ACCESS, ASSISTANCE AND PROGRESS REPORTS                               10
   13. MISTAKES IN INFORMATION                                               11
   14. BT ITEMS AND PROPERTY                                                 11
   15. FORCE MAJEURE                                                         12
   16. SOURCING WITH HUMAN DIGNITY                                           13
   17. ENVIRONMENTAL IMPACT                                                  13
   18. ELECTRONIC TRADING                                                    14
   19. GROUP COMPANIES                                                       14
   20. BT RESTRUCTURING                                                      15
   21. REGULATORY MATTERS                                                    16
   22. EURO CONFORMANCE                                                      17
   23. CONFIDENTIALITY                                                       17
   24. BENCHMARKING                                                          19
   25. VARIATIONS                                                            19
   26. SUSPENSION OF WORK                                                    20
   27. WORK SITE AND SECURITY                                                21

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE 

   28. RISK ASSESSMENT                                                       23
   29. BT SECURITY POLICY REQUIREMENTS                                       23
   30. PROTECTION OF PERSONAL DATA                                           24
   31. TRANSFER OF UNDERTAKINGS                                              26
   32. TAX AND NATIONAL INSURANCE                                            27
   33. INTELLECTUAL PROPERTY                                                 27
   34. ESCALATION                                                            30
   35. WARRANTY                                                              31
   36. TITLE AND RISK                                                        33
   37. RIGHT TO REJECT                                                       34
   38. EXPORT                                                                34
   39. DOCUMENTATION                                                         35
   40. DELIVERY                                                              35
   41. DEFAULT/LIQUIDATED DAMAGES                                            35
   42. TOOLING                                                               36
   43. TERMINATION                                                           36
   44. TRANSITION                                                            39
   45. EXIT STRATEGY COOPERATION                                             41
   46. INDEMITY                                                              42
   47. LIMITATION OF LIABILITY                                               43
   48. INSURANCE                                                             43
   49. PUBLICITY                                                             44
   50. SOFTWARE                                                              44
   51. SOFTWARE LICENCE                                                      44
   52. ESCROW                                                                45
   53. NOTICES                                                               46
   54. PRICING                                                               46
   55. PAYMENT AND INVOICING                                                 46
   56. GENERAL                                                               46
   57. NON-ASSIGNMENT                                                        47
   58. OPERATIONAL GOVERNANCE                                                47

SCHEDULE 3 MODEL CLAUSES FOR DATA PROTECTION                                 48
   1. DEFINITIONS                                                            49
   2. DETAILS OF THE TRANSFER                                                49
   3. THIRD-PARTY BENEFICIARY CLAUSE                                         49
   4. OBLIGATIONS OF THE DATA EXPORTER                                       50
   5. OBLIGATIONS OF THE DATA IMPORTER                                       51
   6. LIABILITY                                                              52
   7. MEDIATION AND JURISDICTION                                             53
   8. COOPERATION WITH SUPERVISORY AUTHORITIES                               53
   9. GOVERNING LAW                                                          54
   10. VARIATION OF THE CONTRACT                                             54

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE 

   11. OBLIGATION AFTER THE TERMINATION PERSONAL DATA PROCESSING
       SERVICES                                                              54

SCHEDULE 3 APPENDIX A                                                        56

SCHEDULE 3 APPENDIX B                                                        57

SCHEDULE 4 THE BT SECURITY POLICY FOR SUPPLIER                               58
   1. DEFINITIONS                                                            58
   2. BT SECURITY REQUIREMENTS AND SUPPLIER'S OBLIGATIONS                    59
   3. ACCESS                                                                 61
   4. SECURITY REVIEW                                                        61
   5. TERMINATION                                                            62
   6. RIGHTS AFTER TERMINATIONS                                              62
   7. ACCESS TO SUPPLIER SYSTEMS                                             62
   8. BUSINESS CONTINUITY                                                    65

SCHEDULE 4 APPENDIX 1- BT SECURITY POLICY (SEE SEPARATE PDF FILE)            68

SCHEDULE 4 APPENDIX 2 - BT HUMAN RESOURCES RECRUITMENT POLICY                69
   1. SUPPLIER'S SELECTION PROCESS                                           69
   2. VETTING OF CONTRACT PERSONNEL                                          69
   3. REFERENCING                                                            71
   4. QUALITY OF CONTRACT PERSONNEL                                          72

SCHEDULE 4 APPENDIX 2 - ANNEX 1 CRIMINAL DISCLOSURE DECLARATION              73

SCHEDULE 5 INTENTIONALLY LEFT BLANK                                          74

SCHEDULE 6- IT SERVICES                                                      75
   1. SCOPE OF WORK                                                          75
   2. ORDERING PROCESS                                                       75
   3. GENERIC CONTACT PERFORMANCE REQUIREMENTS                               76
   4. MANAGEMENT INFORMATION                                                 77
   5. HOURS OF SERVICE                                                       77
   6. THIRD PARTY SOFTWARE LICENCE                                           77
   7. QUALITY REQUIREMENTS                                                   78
   8. PRICING AND PRICING ARRANGMENTS                                        78
   9. NOT USED                                                               79
   10. PRICE SATISFACTION                                                    79
   11. INTENTIONALLY DELETED                                                 79
   12. CONTINUOUS IMPROVEMENT                                                79
   13. EXIT TRANSITION CO-OPERATION                                          80

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE 

   14. EXIT COSTS                                                            81
   15. ACCEPTANCE                                                            82

SCHEDULE 6  APPENDIX 1 (PRICING)                                             85
   1. IT SERVICES PRICING PRINCIPLES                                         85
   2. PRICING MODELS                                                         92

SCHEDULE 6- APPENDIX 2 WORK PACKAGE                                         100
   1. DEFINITIONS                                                           100
   2. PROJECT BACKGROUND                                                    100
   3. DESCRIPTION AND SCOPE OF SERVICES                                     100
   4. DELIVERABLES AND TRAINING AND DELIVERABLES                            102
   5. BT PROVIDED ITEMS                                                     102
   6. SUPPLIER PROVIDED EQUIPMENT                                           102
   7. MAINTENANCE AND SUPPORT                                               102
   8. BT SYSTEMS                                                            102
   9. NETWORK AND IT REQUIREMENTS                                           103
   10. TIMETABLE                                                            103
   11. SITE                                                                 103
   12. ACCEPTANCE                                                           104
   13. PERSONNEL                                                            104
   14. REPORTING                                                            104
   15. CHARGES                                                              105
   16. BT OBLIGATIONS                                                       105
   17. RISKS AND ASSUMPTIONS                                                105
   18. QUALITY STANDARDS AND ASSURANCE, AND CODES OF PRACTICE               105
   19. PERFORMANCE MEASUREMENT                                              105
   20. ADDITIONAL                                                           105
   21. WORK PACKAGE PRICE                                                   105

SCHEDULE 6- APPENDIX 2 WORK PACKAGE TEMPLATE-APPENDIX  A                    106

SCHEDULE 6- APPENDIX A, ANNEX 1                                             108

SCHEDULE 7- INTENTIONALLY LEFT BLANK                                        108

SCHEDULE 8- CHANGE CONTROL PROCEDURE                                        111
   1. PRINCIPLES                                                            111
   2. PROCEDURES                                                            111

SCHEDULE 9- CONFIDENTIALITY AGREEMENT                                       113

SCHEDULE 10- GENERIC STANDARDS                                              114

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE 

1. CONTACT RESPONSE                                                      114
2. TABLE OF COMPLIANCE                                                   114
3. EMBEDDED BT GENERIC STANDARD 11 FOR COMPLETION                        114
4. BT GENERIC STANDARDS 13 AND 18 FOR ACCESS AND COMPLETION              114

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

IN CONFIDENCE

DEFINITIONS

In the Contract, the following expressions, where used, shall have the meanings respectively ascribed to them:

"ACCEPTANCE" means written acknowledgement by BT that Services, or part of them, have been completed in accordance with the Specifications, subject to any deficiencies stated in such acknowledgement. "Accept" and "Accepted" shall be construed accordingly;

"ACCEPTANCE TEST" means formal testing conducted to determine if the Work satisfies the criteria for Acceptance to enable BT to Accept the Work or any part;

"BT" means British Telecommunications plc, its successors and assigns;

"BT'S COMMERCIAL CONTACT" means such person whose identity and contact details may be notified to the Supplier's Commercial Contact from time to time;

"BT DATA" or "BT'S DATA" means all data, information, addresses, telephone numbers, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and ( i ) which are supplied or in respect of which access is granted to the Supplier by BT pursuant to this Contract, or ( ii ) which the Supplier is required to generate under this Contract, or ( iii ) which is obtained by the Supplier on behalf of BT for the purposes of this Contract;

"BT GROUP COMPANY" means in relation to BT, a company which is a subsidiary or a holding company of it, or any company which is a subsidiary of any such holding company, 'holding company' and 'subsidiary' having the meanings ascribed to them in section 736 Companies Act 1985 as amended;

"BT PROJECT MANAGER" means the BT operational representative the identity of who to be advised as and when an order is placed through Work Package and/or Purchase Order;

"BT SYSTEM" means any equipment, databases, software and any other material owned and/or provided by the Customer which BT uses or interfaces with in order to provide the Services;

"BT ITEMS" means all items provided by BT to the Supplier and all items held by the Supplier which belong to BT in connection with this Contract;

"CHANGE CONTROL PROCEDURE" means the procedure under which the BT may make a request for a change to the Contract, including a change to the Services, all as described in Schedule 10;

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IN CONFIDENCE

"CHARGES" means the sums payable for the Services as described in Schedule 12 of this Contract and/or within each Work Package and/or Purchase Order;

"COMMENCEMENT DATE" means April 1st, 2007;

"CONTRACT" means this Contract including the schedules and appendices attached to it;

"CONTRACT PERSONNEL" means the Supplier's employees, subcontractors and agents (and their employees, subcontractors and agents) engaged in the performance of the Contract;

"CENTRES OF EXCELLENCE" means one of the domains to which the Services are mapped into;

"CREATED INFORMATION" all Information generated in the course of or arising from the performance of the Contract;

"CUSTOMER" means BT external customer and who receive the benefit of the Services;

"DESIGN INFORMATION" means any Information provided by BT concerning the purpose, manufacture, design or configuration of Services;

"EFFECTIVE DATE" means the commencement date of the applicable Work Package;

"EQUIPMENT" means all components, materials, plant, tools, test equipment, documentation, firmware, Software, spares and parts and things comprised in Services;

"EXTENDED TERM" means extension of the Initial Term on twelve (12) monthly basis;

"FINANCIAL YEAR" means the period beginning April to the end of the following March;

"FUNCTIONAL SPECIFICATION" - the Supplier's functional specification for the Software as supplied to BT or as published by the Supplier;

"INFORMATION" means information whether in tangible or any other form, including, without limitation, specifications, reports, data, notes, documentation, drawings, software, computer outputs, designs, circuit diagrams, models, patterns, samples, inventions, (whether capable of being patented or not) and know-how, and the media (if any) upon which such information is supplied;

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IN CONFIDENCE

"INITIAL TERM" means a period of five years, commencing on the Commencement Date, or such longer period as provided by the Contract;

"INTELLECTUAL PROPERTY RIGHT(S)" means any patent, petty patent, trade marks, service marks, trade names, copyright, database rights, design right, community design right, semiconductor topography right, registered design, rights in know-how, or any similar right in any part of the world and shall include any applications for the registration of any patents or registered designs or similar rights capable of registration in any part of the world;

"KEY PERFORMANCE INDICATORS" or "KPI'S" means the performance indicators which BT shall use as a means of measuring and monitoring the performance of the Supplier of this Contract, as may be amended by agreement in writing from time to time;

"LIQUIDATED DAMAGES" means the liquidated damages payable to BT in the event of a failure as set out in each Work Package or payment by BT of liquidated damages under clause 1.7 of Schedule 6 of this Contract.

"OFF-SITE TESTS" means all tests, specified in the Contract to be carried out on Services prior to delivery to the Site;

"OFFSHORE WORKING DAY" means 8 hours in any business day.;

"PURCHASE ORDER" means the order issued by BT to Supplier detailing the Charges, the Equipment, the Services and any other relevant information being ordered by BT and shall be deemed accepted when duly authorised and issued by BT under this Contract;

"REPLACEMENT WORK" means re-allocation of the Work provided by the Supplier under this Contract to BT or another supplier as notified by BT;

"SERVICES" means the service or where appropriate part of a service described in this Contract and Schedule 5, 6 and 7 which include all Equipment, Information and Work supplied to BT by Supplier;

"SERVICE LEVELS, SLAS, SERVICE LEVEL AGREEMENT" means the document attached to the Contract in the Work Package defining the service levels applicable to the Services;

"SITE" means location(s) or premise(s) specified by BT, upon which the Supplier is to provide services, install and/or deliver Services or perform Work;

"SOFTWARE" means all computer programs including but not limited to all source code and object code whether in machine readable, optically readable or any other format comprised in Services and the media on which it is supplied;

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IN CONFIDENCE

"SPECIFICATION" any specification of Services provided by BT, and agreed to by the Supplier in each Work Package and/or Purchase Order under this contract.

"STATEMENT OF REQUIREMENTS" means the project plan document or statement of work issued by BT to the Supplier, and agreed to in writing by Supplier, detailing all of the responsibilities and deliverables by Supplier to BT;

"SUBCONTRACTOR" means any person, partnership or corporation with whom the Supplier places a contract and/or an order for the supply of any equipment, item, service or for any work in relation to the Contract, and "Subcontract" shall be construed accordingly;

SUPPLIER'S BACKGROUND INFORMATION" means any Information owned or controlled by the Supplier;

"SUPPLIER'S COMMERCIAL CONTACT" such person whose identity and contact details may be notified to BT's Commercial Contact from time to time;

"SUPPLIER'S EQUIPMENT" means all items except BT Items brought onto Site by the Supplier in connection with, but not for incorporation in the Services, and which have not been supplied by BT;

"SUPPLIER SYSTEM" means any equipment, databases, software and any other material owned and/or provided by the Supplier which the Supplier uses or interfaces with in order to provide the Services;

"SYSTEMS" means the combination of telecommunications and computer hardware, computer software, computer peripherals and other items which the Supplier has and/or may develop and/or supply hereunder in order to perform the Services including the Supplier's business organisation and processes;

"TERM" means both Initial Terms and Extended Term

"UK WORKING DAY" means between the hours of 08:00 and 18:00, Monday to Friday;

"WORK" means work the Contract requires to be undertaken for BT.

"WORK PACKAGE" means a request for Services, in the form attached hereto as Schedule 6, issued by any BT Group Company to the Supplier pursuant to which the Supplier is to provide Services to such BT Group Company in accordance with the specifications set forth therein if accepted by the Supplier, such acceptance to be evidenced by a signature of the authorised representative of the Supplier.

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IN CONFIDENCE

SCHEDULE 1 - REQUIREMENTS

1. INTRODUCTION

1.1 This Contract governs the relationship between the Parties for the supply of Services by the Supplier to BT. It is intended as a broad agreement between the Parties under which BT shall procure Services from the Supplier. Each Work shall be performed in accordance with BT's COE Generic Requirements and the Conditions of the Contract, including BT Generic Standards (hereinafter collectively referred to as "Terms and Conditions") and all the Schedules appended herein in this Contract.

1.2 These Schedules shall be supplemented or varied to meet the requirements of BT through agreed Statement of Requirements and authorised Work Packages and/or Purchase Order.

2 DESCRIPTION AND SCOPE OF WORK

2.1 The Supplier shall provide the following provision of Services in the Initial Term and Extended Term (as the case may be) in order to support the range of BT products and services:

2.1.1 INTENTIONALLY LEFT BLANK.

2.1.2 A range of IT Services to BT, including, but not exclusively, all or some of the IT Services listed below in Schedule 6 ("IT Services").

2.1.3 INTENTIONALLY LEFT BLANK

2.1.4 INTENTIONALLY LEFT BLANK

2.2 Further particulars of the Services are described in Schedule 6 herein.

3 SUPPLY RELATIONSHIP-INTENTIONALLY DELETED

4 PLACE OF WORK

Work shall be undertaken at the BT and/or Customer site and/or Supplier's Site/s as required by BT and confirmed in the Work Package and/or Purchase Order.

5 ORDER OF PRECEDENCE

To the extent that the following documents form part of or apply to the Contract, in the case of conflict they shall have the following order of precedence:

1 signed Purchase Order or Work Package (as the case may be)

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IN CONFIDENCE

2 the Contract

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IN CONFIDENCE

SCHEDULE 2 - CONDITIONS OF CONTRACT

1 TERM

1.1 The Contract shall commence on the Commencement Date and shall remain in force for the Term ("Initial Term") unless extended or terminated in accordance with its provisions.

1.2 BT shall have the option to extend the Term by a further period of twelve
(12) months each time, such option to be exercised by BT giving reasonable period of written notice ("Extended Term") to that effect to the Supplier's Commercial Contact on or before prior to the end of the initial Term or Extended Term (as the case may be) effective upon the prior written consent of Supplier. In the event the Contract is extended, BT reserves the right to contract on the terms and conditions in this Contract and/or by mutual agreement agree with the Supplier amended terms and conditions.

1.3 For the avoidance of doubt, BT shall be under no obligation to place any orders and/or Work under the Contract.

2 ORDER OF PRECEDENCE

For the avoidance of doubt in the event of discrepancies or conflict between the documents comprising this Contract, the terms of these documents shall prevail in the order shown on the signed front sheet of the Contract.

3 QUALITY OF SERVICES

3.1 Services shall comply in all material respects with the:

(a) Specifications. The warranty for any deliverable produced by the Services shall be as set forth in Section 35; and

(b) latest applicable issue from time to time of UK, European and International Standards and other documents referred to in the Contract.

3.2 The Supplier shall co-operate in any quality assessment required by BT from time to time and allow BT or its representatives access to its premises (and those of any Subcontractor) for this purpose.

4 QUALITY REQUIREMENTS

4.1 The Supplier shall work to a Quality Management System that meets the requirement of BS/ISO9000 or equivalent, such as CMMiL3 or above. A body approved by any of the National Accreditation Councils must issue the certificate, if applicable.

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IN CONFIDENCE

4.2 The Supplier will carry out and be able to supply evidence of periodic quality checks (at least quarterly) to ensure the consistency of delivery of the Services, and the provision of management information as agreed.

4.3 If the Supplier, having had at the Commencement Date a Quality Management System certified to comply with the requirements of BS/ISO9001 (EN 29001 or other equivalent) by an accredited certification body, ceases to maintain the certification, then the Supplier, for avoidance of doubt, shall be in breach of the Contract. (This shall also apply to any sub-contractors that may be used).

4.4 Additionally, the Supplier shall consider steps to meet the requirements of BS15000. Supplier shall provide a report of its current status regarding same.

5 COMPLIANCE WITH LAWS AND REGULATIONS

5.1 The Supplier and the Services shall comply with all relevant laws and regulations from time to time, with any Site regulations that may be notified to the Supplier, and with the latest applicable issue of 'Working with BT (Distribution Guidelines)' available at:http://www.selling2bt.bt.com/working/distribution/default.asp

5.2 The Supplier shall notify BT if it becomes aware of any non-compliance or receives any allegation of non-compliance with any relevant laws and regulation by any person in connection with the Services. Without prejudice to the foregoing, the Supplier shall provide BT with such assistance as BT may reasonably request to investigate any breach or suspected breach or correct any breach of the relevant laws and regulations. The Supplier shall on BT's request, promptly take all reasonable action that is necessary and open to the Supplier in order to minimise the impact of the breach and any suspected breach of the relevant laws and regulations.

5.3 The Supplier shall provide to BT such information in such format as BT shall from time to time reasonably require concerning the weight and material composition of any packaging forming part of or accompanying Services.

6 ASSIGNMENT AND SUBCONTRACTING

6.1 The Supplier shall not assign or subcontract the whole or any part of the Contract without BT's prior written consent, which, if given, shall not affect the Supplier's obligations or liabilities under the Contract.

6.2 The Supplier shall allow BT or its nominated representative(s) access to its Subcontractors for discussions in relation to the Contract provided

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IN CONFIDENCE

that the Supplier is informed of the proposed agenda and the outcome of the discussions.

7 SUPPLIER OBLIGATIONS

7.1 The Supplier shall perform the Services in accordance with the Specifications in the Work Packages and all other applicable provisions of this Contract. The warranty for any deliverable produced by the Services shall be as set forth in Section 35.

7.2 The Supplier shall provide BT with a reasonable number of copies of any promotional literature relating to the Services which the Supplier may produce from time to time.

7.3 The Supplier shall give BT reasonable advance written notice of any change in or modification of the Services or of the Suppliers intention to discontinue any part of the Services.

7.4 Subject to Section 35 below, the Services when properly used will conform and operate in all respects with the Statement of Requirements and the technical and functional Specifications for the Warranty Period.

7.5 The Supplier shall not accept any request for procurement of Services from BT employees without obtaining express consent from BT through duly authorised and signed Work Package and/or Purchase Order.

8 SERVICE LEVELS

8.1 The Supplier shall ensure that the Services are performed substantially by Contract Personnel of the Supplier.

8.2 The Supplier shall provide the Services in accordance with the Service Levels in the individual Work Package and/or Purchase Order requirements, unless otherwise agreed.

8.3 If at any time after the Effective Date of the individual Work and/or Purchase Order requirements the Services are not supplied in accordance with the Service Levels, the Supplier shall, without prejudice to BT's other rights and remedies make the necessary arrangements as agreed in the Individual work Package.

8.4 The remedies provided in this Clause headed "Service Levels" are without limitation to any other remedies BT or the Supplier may have under this Contract or at common law or equity in connection with Service non compliance.

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IN CONFIDENCE

9 CONTRACT PERSONNEL

9.1 The Supplier shall ensure that all Contract Personnel are competent, appropriately qualified and meet with BT's reasonable satisfaction.

9.2 The Supplier shall not (and shall ensure so far as possible that Contract Personnel shall not) during the Term or during a period of six months immediately after, either on its own behalf or on behalf of any other person, firm, company or organisation directly or indirectly induce or seek to induce any person, firm or company who at any time during the Term is or was a BT customer or in the habit of dealing with BT, and with whom the Supplier has had dealings because of or in connection with the performance of the Contract, to remove his or its business from BT.

9.3 Neither Supplier nor BT shall directly or indirectly induce, encourage, or seek to induce any employee of the other Party to leave such Party's employment during the Term or during a period of six months immediately after, either on its own behalf or on behalf of any other person, firm, company or organisation.

9.4 A Party shall not be in breach of this provision if it recruits any of the other Party's employees pursuant to an advertisement or a recruitment campaign not specifically targeted at the employees of the other Party.

10 INDUCTION AND TRAINING

The Supplier shall provide the necessary induction and introductory training before new personnel are actively deployed on any Work to the reasonable satisfaction of BT.

11 KEY PERSONNEL

11.1 The BT Project Manager may at the outset of or from time to time as agreed in writing with the Supplier, during the currency of any project inform the Supplier in writing of the names of any Contract Personnel BT considers are to perform key roles in relation to the assignment ("Key Personnel").

11.2 The Supplier shall not change or remove or permit the change or removal of any Key Personnel without obtaining the prior written consent of the BT Project Manager. This clause shall however not apply to a case of retirement, resignation or termination of employment of any key personnel for whatever reason by the Supplier.

11.3 The Supplier shall remove from any assignment such Contract Personnel as BT may from time to time require forthwith upon written notice including justification given by the BT Project Manager to the

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IN CONFIDENCE

Supplier where BT in its sole discretion considers circumstances justify it, or otherwise, in any case:

(a) upon the expiry of at least one week's written notice given by the BT Project Manager to the Supplier during the first eight weeks of any relevant assignment; or

(b) upon the expiry of at least four weeks' written notice thereafter.

12 ACCESS, ASSISTANCE AND PROGRESS REPORTS

12.1 The Supplier shall:

(a) give to BT (or any person authorised by BT) such access at all reasonable times to the Supplier's and any Subcontractor's premises as BT may require from time to time to assess the progress of the Contract;

(b) provide such reports to BT and attend such meetings on the performance of the Contract as may be reasonably required by BT; and

(c) nominate a representative, familiar with all relevant aspects of the Contract, to attend all such meetings.

12.2 The Supplier shall maintain full and accurate records ("the Records") of all the Services performed in connection with this Contract. The Supplier shall retain the Records for a period of six years after termination or expiry of the Contract. Records shall pertain to areas including, but not limited to, Corporate Tax, VAT, employment, source codes, invoices etc.

12.3 The Supplier shall grant to BT, any auditors (internal or external as appointed by BT) and/or their respective authorised agents the right of access to the Records and/or any Site and/or the Materials and/or the Systems and all supporting documentation and shall provide all reasonable assistance at all times during the Term of this Contract and for any reasonable period thereafter for the purposes of carrying out an audit of the Supplier's compliance with this Contract including but not limited to all activities, charges, performance, security and integrity in connection therewith. Provided that such audit shall (i) occur at BT's cost and expense and only on reasonable prior written notice to Supplier, (ii) be subject to confidentiality provisions herein (iii) be limited to BT's records and related contracts and used solely to determine Supplier's compliance with this Agreement. For the avoidance of doubt, Supplier shall not be obligated to disclose any information of any kind related directly or indirectly to any other client of Supplier or any other information subject to a confidentiality agreement.

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IN CONFIDENCE

13 MISTAKES IN INFORMATION

13.1 The Supplier shall inform BT in writing of any mistakes in Design Information within a reasonable time of receiving it.

14 BT ITEMS AND PROPERTY

14.1 All BT Items shall remain the property of BT and the Supplier shall:

(a) return them to BT upon completion or termination of the Contract or earlier reasonable request by BT;

(b) keep them securely and good condition, segregated and clearly marked as BT property; and

(c) be fully liable for any loss of or damage to them.

14.2 Upon receipt of any BT Items, the Supplier shall satisfy itself that they are adequate for the purpose for which they are being provided, and within 14 days of receipt shall notify BT of any defects or deficiencies.

14.3 The Supplier shall not, without the prior written consent of BT, use BT Items for any purpose other than as necessary for the performance of the Contract, or allow any third party to use, take possession of, or have any rights or lien over BT Items.

14.2 The Supplier shall not have, and shall ensure that Subcontractors shall not have, a lien on BT Items for any sum due. The Supplier shall take all reasonable steps to ensure the title of BT and the exclusion of such lien are brought to the notice of all Contract Personnel dealing with any BT Items.

14.4 If there is any threatened seizure of any BT Items, or if the Supplier (or any Subcontractors in possession of such BT Items) goes into receivership, administration or liquidation (or the equivalent of any of these) the Supplier shall:

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IN CONFIDENCE

(a) notify BT immediately;

(b) draw to the attention of the relevant official that BT Items belong to BT and do not form part of the Supplier's assets; and

(c) allow BT to enter the Supplier's premises or those of any Contract Personnel where BT Items are stored and take possession of them.

15 FORCE MAJEURE

15.1 Neither party shall be liable to the other party for any delay in the performance of the Contract directly caused by any force majeure event beyond its reasonable control ("the Delay Period") provided such party shall have first given the other party written notice within seven days after becoming aware that such delay was likely to occur.

15.2 If the Supplier is so delayed, and the Delay Period exceeds 14 days, BT shall have the option by written notice to the Supplier to terminate the Contract immediately in whole or in part and have no liability for the whole or part so terminated.

15.3 For the avoidance of doubt, the provisions of this Condition shall not affect any right to terminate the Contract under the Condition headed "Termination".

16 SOURCING WITH HUMAN DIGNITY

The following expressions are used in this Condition:

"GS18" - the BT Sourcing with Human Dignity Generic Standard and Principles of Implementation at the Website.

"Response" - a response to the GS18 questionnaire at the Website; and

"Website" - the website at
http://www.selling2bt.com/working/humandignity/default.asp

The Supplier shall:

(a) aspire to GS18 standards with a view to the Supplier and Contract Personnel achieving them;

(b) if requested by BT, provide BT with a full Response within two months of the date of the request;

(c) promptly submit to BT a revised Response upon any material change in the previous Response at any time during the Term;

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IN CONFIDENCE

(d) where required work with BT towards the achievement of the GS18 standards (and use its reasonable endeavours to ensure all Contract Personnel will so work with BT and the Supplier); and

(d) co-operate with BT and permit BT and its authorised representatives on reasonable notice access to the Supplier's premises and records in order to assess compliance with this provision and the level of achievement of GS18 (and use its reasonable endeavours to ensure BT has similar rights in relation to Contract Personnel co-operation, premises and records).

17 ENVIRONMENTAL IMPACT

The following expressions are used in this Condition:

"Response" - a response to the GS13 questionnaire (version 9) at the Website.

"Website" - the website at https://secure.selling2bt.bt.com/ext/html/gs13/

The Supplier shall:

(a) if requested by BT, provide BT with a full Response within two months of the date of the request;

(b) promptly submit to BT a revised Response upon any material change in the previous Response at any time during the Term; and

(c) when BT identifies areas that require environmental improvement within the bounds of this contract requirement, the Supplier shall work with BT towards achieving continuous improvement in such areas.

18 ELECTRONIC TRADING

18.1 BT shall send and the Supplier shall accept orders under the Contract only, subject to paragraph 3 of this Condition, by secure e-mail.

The Supplier shall:

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IN CONFIDENCE

(a) provide a functional SMTP e-mail account for the receipt of orders; 

(b)  ensure its respective e-mail client conforms to S/MIME and other
     general e-mail standards;

(c)  provide to BT a Class 2 digital certificate for the encryption of
     e-mails to it, such certificate being issued by a reputable
     certification provider and complying the requirements of the
     Electronic Communication Bill section 7; and

(d) use all reasonable commercial efforts to maintain efficient secure e-mail transmission and reception at all times.

18.2 If, despite having used all reasonable commercial efforts, either Party is unable to transmit or receive secure e-mails in accordance with this Condition, it shall promptly inform the other Party, whereupon, for the duration of such inability, BT shall submit orders to the Supplier conventionally.

19 GROUP COMPANIES

19.1 For the purposes of this Condition, "BT Group Company" shall mean any company from time to time in the same group (as defined by s.53 Companies Act 1989) as BT.

19.2 At the joint request of BT and any BT Group Company, the Supplier shall fulfil any order received by such BT Group Company during the Term for Services the same as or substantially similar to the Services. Such fulfilment shall be on the same terms and conditions (mutatis mutandis) (excluding this Condition) and at the same or, at the Supplier's discretion, lower price(s) as are set out in the Contract.

19.3 BT shall have no liability to the Supplier for or in connection with any order placed by any BT Group Company nor shall BT have its rights under the Contract prejudiced by the acts or omissions of any BT Group Company.

19.4 Notwithstanding anything to the contrary in the Contract, BT shall have the right to disclose to any BT Group Company on a confidential basis all relevant Information in respect of the Contract.

20 BT RESTRUCTURING

20.1 For the purpose of this Condition:

"BT Affiliate" means a company in which BT owns from time to time, directly or indirectly, at least 20% of the voting share capital.

"Nominee" means any:

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IN CONFIDENCE

(a) company in the BT Group of companies from time to time;

(b) BT Affiliate;

(c) unaffiliated new company that may be formed by BT pursuant to a corporate reorganisation/restructuring, including any company in the same Group as such new company; or

(d) third party which by purchase, lease, outsourcing agreement or otherwise, assumes the operation, administration and/or management of any substantial portion of the business of BT affected by the Contract.

20.2 At BT's written request, the Supplier agrees to the novation of the Contract ("Novation") from BT to any Nominee as may be nominated by BT ("the Transferee").

20.3 The Supplier and BT shall promptly do all acts and things necessary to effect the Novation, including the signing of a novation agreement, in such form as BT shall reasonably require, which agreement shall effect, without limitation:

(a) an assumption by the Transferee of all rights, obligations and liabilities of BT under the Contract (including rights, licences, obligations and liabilities that are accrued or expressed to be non-transferable, personal or otherwise but excluding the right to novate as conferred by this Condition); and

(b) a release by the Supplier of BT from all obligations and liabilities (including accrued obligations and liabilities) of BT under the Contract

20.4 Following the Novation, nothing in the Contract (including, without limitation, any software licences) shall prevent the Transferee as a contractor to BT from using the Services to provide BT with goods and/or services.

20.5 At BT's written request, the Supplier agrees to the replication of the Contract for any Nominee nominated by BT, so creating one or more additional agreements, each between the Supplier and such Nominee and each identified by its own contract number, but containing the terms and conditions of the Contract (mutatis mutandis) including, without limitation, the same or lower prices, but excluding the right to replicate as conferred by this Condition. BT shall provide copies of the replicated agreement(s) for execution by the Supplier and shall procure their execution by the relevant Nominee(s).

20.6 If the Contract includes a commitment to purchase a stated or determinable quantity of goods, services or rights, or prices that vary

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IN CONFIDENCE

based on the quantities purchased, the total purchases by BT and/or the Nominees under the Contract and/or the replicated agreements will be aggregated in determining the quantity or prices.

20.7 Notwithstanding anything to the contrary in the Contract, BT shall have the right to disclose to any Nominee on a confidential basis all relevant information regarding the Contract.

21 REGULATORY MATTERS

21.1 The Supplier shall comply with all Regulatory Matters (including, without limitation, any actions that BT may require in accordance with any formal or informal undertaking given in response to, or with the object of avoiding being made, any orders, provisional orders, determinations, directions, decisions or interventions by a relevant regulatory authority) that are notified to the Supplier Regulatory Contact from time to time by the BT Regulatory Contact in so far as they relate to the performance of the Contract by the Supplier.

21.2 The Supplier shall ensure that it and Contract Personnel undertake and comply with such training and guidance as the BT Regulatory Contact may provide or specify from time to time in relation to Regulatory Matters.

21.3 The Supplier shall promptly provide such information to BT as shall be necessary for BT to respond fully and to the timescale required to any request or requirement for information from a government or any regulatory body, to the extent that such information relates to the performance of the Contract by the Supplier.

21.4 BT shall reimburse the Supplier for all costs and expenses incurred by it in the performance of its obligations under Paragraphs 2 and/or 3 and/or 4 of this Condition to the extent that such costs and expenses:

(a) would not have been incurred by the Supplier but for this Condition;

(b) are incurred solely, necessarily and exclusively in relation to such obligations;

(c) are reasonable;

(d) are validated to BT's reasonable satisfaction;

(e) are not provided for under another term of the Contract; and

(f) do not result from acts or omissions of the Supplier which contravene or conflict with any Regulatory Matters previously notified to the Supplier by the BT Regulatory Contact.

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IN CONFIDENCE

21.5 The Supplier shall permit BT and/or its authorised agents such access to the Supplier's premises and such access to and copies of its Information (and to and of those of any Contract Personnel) as is reasonable for BT to assess and/or validate the Supplier's performance of its obligations and/or its costs and expenses under or in relation to this Condition.

22 EURO CONFORMANCE

22.1 For the purpose of this Condition, "Financial Services" means those Services that process financial information.

22.2 The Supplier warrants that all Financial Services, in processing Financial Information, comply with:

(a) all laws and regulations applicable to all relevant currencies (including, without limitation, EC Regulations 1103/97 and 974/98); and

(b) if the UK becomes a "participating Member State" (as defined in EC Regulation 1103/97), all laws and regulations then applicable to sterling and/or to the euro ("Euro Conformance").

22.3 Notwithstanding anything to the contrary in the Contract, and without prejudice to any of BT's other rights and remedies, BT shall not be obliged to accept nor to pay for financial Services if the Supplier is unable to demonstrate their Euro Conformance to BT's reasonable satisfaction.

23 CONFIDENTIALITY

23.1 Subject to the Condition headed 'Intellectual Property", either party receiving Information ("the Recipient") from the other shall not without the other's prior written consent use such Information except for Contract purposes or disclose such Information to any person other than BT's employees, agents and contractors or Contract Personnel who have a need to know and who are bound by equivalent obligations of confidentiality. Any breach of such obligations by Contract Personnel or BT's employees, agents or contractors (as the case may be) shall be deemed to be a breach by the Supplier or BT respectively.

23.2 Paragraph 1 of this Condition shall not apply to Information that is:

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IN CONFIDENCE

(a) published except by a breach of the Contract; or

(b) lawfully known to the Recipient at the time of disclosure and is not subject to any obligations of confidentiality; or

(c) lawfully disclosed to the Recipient by a third party without any obligations of confidentiality; or

(d) replicated by development independently carried out by or for the Recipient by an employee or other person without access to or knowledge of the Information.

Notwithstanding the foregoing, either Party may disclose, only with the prior written consent of the other party, not to be unreasonably withheld, such terms as are required to be disclosed under strictures of confidentiality for fund raising or financing efforts to investors and lenders and bona fide potential investors and lenders (except no consent is needed to provide to a party's auditors or attorneys) provided, however, that the receiving parties are bound by confidentiality terms no less restrictive than the terms set forth herein. In addition, the Agreement and terms hereof may be disclosed as otherwise but only to the extent required pursuant to applicable law, regulation or stock market or stock exchange rule; provided that, to the extent practicable, a Party proposing to make such a disclosure as required by law, rule or regulation shall inform the other Party a reasonable time prior to such required disclosure, shall provide the other Party with a copy of the text of such proposed disclosure sufficiently in advance of the proposed disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed disclosure (including, if applicable, the redacted version of this Agreement) and shall reasonably consider, consistent with applicable law, rule and regulation (including interpretations thereof), the requests of the other Party regarding confidential treatment for such disclosure.

23.3 The Supplier shall not publicise the Contract without BT's prior written consent and shall ensure that any subcontractor is bound by similar confidentiality terms to those in this Condition.

23.4 Either party that has during the course of the Contract received Information in a recorded form from the other (or has recorded received Information) shall return or destroy (at the option of the disclosing party) such records upon:

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IN CONFIDENCE

(a) expiry or termination of the Contract; or

(b) upon earlier request

unless such records are part of the Services.

23.5 This Condition shall survive the Contract.

24 BENCHMARKING

The Supplier shall:

(a) undertake its own benchmarking exercises annually at a date to be agreed upon by the Parties;

(b) undertake such further regular benchmarking exercises as may be required by BT from time to time, having first agreed with BT the related processes and comparable suppliers;

(c) promptly provide written reports to BT on such exercises with an audit trail;

(d) provide evidence to BT that the quality, price and delivery of Services is world class;

(e) permit BT's authorised representatives access to the Supplier's premises and to its records to inspect and verify such exercises, evidence and reports and/or to allow BT to conduct its own benchmarking exercises, provided that such benchmarking exercises shall (i) occur at BT's cost and expense and only on reasonable prior written notice to Supplier, (ii) be subject to confidentiality provisions herein (iii) be limited to BT's records and related contracts and used solely to determine Supplier's compliance with this Agreement. For the avoidance of doubt, Supplier shall not be obligated to disclose any information of any kind related directly or indirectly to any other client of Supplier or any other information subject to a confidentiality agreements; and

(f) fully co-operate with BT during any benchmarking exercise undertaken by BT.

The Supplier's obligations under this Condition shall be performed at the Supplier's cost and expense, except as stated in 24 (e).

25 VARIATIONS

25.1 BT shall have the right from time to time during Term by written notice to require the Supplier to alter, amend, add to or otherwise vary any part of the Services ("Variation") and the Supplier shall carry out such

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IN CONFIDENCE

Variation as agreed in writing by Supplier which agreement shall not be unreasonably withheld. No Variation required by BT shall render the Contract null and void.

25.2 The price(s) payable by BT for Services subject to the Variation shall be increased or decreased by a fair and reasonable amount and any dependent contractual time-scales shall be adjusted by a fair and reasonable amount. The Supplier shall satisfy BT of the reasonableness of any change in prices and/or time-scales and undertakes:

(a) to afford facilities to BT's nominated representative to visit the Supplier's premises for the purpose of examining the process involved in the execution of the Variation and estimating or ascertaining the cost of executing it; and,

(b) to provide BT with such particulars of costings in connection with the Variation as may be required by BT and to permit them to be verified by a representative of BT through inspection of its books, accounts and other documents and records, provided that such inspection shall
(i) occur at BT's cost and expense and only on reasonable prior written notice to Supplier, (ii) be subject to confidentiality provisions herein (iii) be limited to BT's records and related contracts and used solely to determine Supplier's compliance with this Agreement. For the avoidance of doubt, Supplier shall not be obligated to disclose any information of any kind related directly or indirectly to any other client of Supplier or any other information subject to a confidentiality agreements

25.3 No Variation shall be carried out unless requested in writing by BT's Commercial Contact or requested by Supplier but agreed to by BT's Commercial Contact in writing. Any Variation carried out other than in accordance with this Condition shall be the sole responsibility of the Supplier and shall not result in any increase in the price(s) payable by BT or in any variation in time-scales.

26 SUSPENSION OF WORK

26.1 BT may suspend Work at any time and will pay to the Supplier all reasonable resulting expenses incurred by the Supplier (other than those arising from the Suppliers own default) provided that;

(a) no payment shall be made for any period of suspension, prevention or delay of less than 2 consecutive days; and

(b) the Supplier has within 10 days after the event giving rise to the claim, given written notice to BT of its intention to make such a claim; and

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IN CONFIDENCE

(c) the Supplier makes such claim giving full details of each item claimed and the reason for such cost within 30 days after the event giving rise to the claim.

26.2 The Supplier may suspend Work if BT fails, neglects or refuses to conform with the following provisions in the Contract:

a) Non-Solicitation in Condition 9.3

b) Payment Obligation in Condition 55

c) Confidentiality in Condition 23

and BT will pay to the Supplier all reasonable resulting costs and expenses incurred by the Supplier (other than those arising from the Supplier's own default). Notwithstanding the above the Supplier shall promptly notify BT's Commercial Contact in the event the Supplier finds BT not in conformance with a, b, or c above. Both Parties shall invoke the escalation procedure in accordance with the heading "Escalation" to resolve the non-conformance within 10 days. Where the non-conformance is not resolved within 10 days through the escalation procedure, the Supplier may suspend Work in relation to the Work Package as provided above.

27 WORK SITE AND SECURITY

27.1 The Supplier shall be deemed to have examined the Site and BT shall not be liable for any claim from the Supplier in relation to its misinterpretation of any Site-related matter, or any other matter in respect of which the Supplier could reasonably have satisfied itself by a visit to the Site, reference to BT or otherwise.

27.2 The Supplier shall before the commencement of any relevant Work inform BT of the number of employees to be brought onto the Site.

27.3 The Supplier shall designate one or more competent representatives to supervise the carrying out of the Work on the Site (the "Supplier's Representative"), whose names shall be notified to BT in writing, and who shall be present on the Site continuously between 0800 and 1800 Monday to Friday excluding all relevant UK public holidays ("the Working Hours"). Any orders or instructions BT gives to the Supplier's Representative shall be deemed to have been given to the Supplier.

27.4 Where Work is to be carried out on a BT Site, BT shall wherever possible and reasonable provide such facilities during Working Hours or such reasonable working hours as may be applicable to each Site as are agreed between BT and the Supplier. The Supplier shall satisfy BT

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IN CONFIDENCE

that the power arrangements meet any safety provisions as may be applicable to the Site. Any statement of satisfaction by or on behalf of BT shall be without prejudice to the obligations and liabilities of the Supplier.

27.5 The Supplier shall give at least 7 days written notice to BT of the dates and times on which it proposes to deliver any Services or Supplier's Equipment to the Site and shall upon despatch of Services or Supplier's Equipment to Site notify BT of their details in writing.

27.6 No Services or Supplier's Equipment shall be removed from any Site without BT's written consent and, if given, the Supplier shall provide a receipt to BT or BT's site representative listing full details of the Services or Supplier's Equipment removed. The Supplier shall ensure that no BT Items, facilities or materials are used or removed from any Site without BT's written consent and shall immediately notify BT of any known or suspected breach of security and give BT full co-operation in any investigation.

27.7 The Supplier shall remove Supplier's Equipment and any defective Services leaving the Site clean and in good condition, either:

(a) immediately before submitting Services for Acceptance; or

(b) at any time before Acceptance, subject to 20 days written notice from BT.

27.8 The Supplier shall hand to BT any existing BT Items or materials recovered as a result of the Work if they are not to be used to meet the requirements of the Contract or deliver them to such place as directed by BT.

27.9 If the Supplier fails to remove Supplier's Equipment from Site as specified above, then BT may remove it at the Supplier's risk and expense.

27.10 The Supplier shall ensure that Contract Personnel comply with all security, safety and works regulations and such other local instructions as may be notified by BT or BT's customer whilst on any Site.

27.11 BT may remove from and refuse entry and re-admission to a Site any person who is, in the reasonable opinion of BT, not complying with the requirements of this Condition or not a fit person to be allowed on Site.

27.12 BT may at its discretion, search any Contract Personnel or their vehicles or equipment upon any BT Site or upon entry to and departure from any Site. The Supplier shall use its best endeavours to ensure that Contract Personnel are aware of and comply with these requirements and that no Contract Personnel unwilling to so comply will be employed on any Site.

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27.13 The Supplier shall (and shall ensure Contract Personnel shall):

(a) access only those parts of Sites strictly necessary for the purposes of the Contract; and

(b) comply with the BT Security Access Policy set out at:

http://www.selling2bt.com/working/third_party_access/default.asp ; and

(c) use any equipment or lines provided by BT only for the purposes of the Contract, and, in particular shall not use BT equipment or lines for personal use.

27.14 The Supplier shall undertake a risk assessment and use appropriate physical and electronic security measures to use all reasonable endeavours to safeguard any BT Items against loss or theft. BT shall have the right to examine such arrangements and associated security procedures and to inspect all BT Items being held by or on behalf of the Supplier, and the Supplier shall use such additional reasonable security measures as BT shall from time to time require.

27.15 The Supplier shall supply on request details (name, address, date of birth) of any Contract Personnel who might have access to a Site.

27.16 BT may examine any Information relating to the handling, processing, transportation and storage of information or property of or supplied by BT and held by the Supplier under the Contract, which Information shall be kept by the Supplier for at least one year after the termination or expiry of the Contract.

27.17 BT shall not be responsible for safeguarding any property or money of Contract Personnel.

28 RISK ASSESSMENT

28.1 The Supplier shall provide a Risk Register for each Work Package/ project, which will form part of any subsequent contractual commitment.

28.2 The register shall as a minimum identify the risk, likely impact, probability evaluation and mitigation actions that will be taken to reduce the risk.

28.3 The register shall also identify any specific Supplier responsibility exclusions, which will vary dependent on the type of service provided.

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IN CONFIDENCE

29 BT SECURITY POLICY REQUIREMENTS

29.1 The Supplier shall comply with the requirements of BT's security requirements, as defined in BT Security Policy in Schedule 4 herein.

29.2 The Supplier shall not have or be permitted access to interconnection with BT Systems and access to BT Information ("Access") other than for the Purposes (as defined in Schedule 4) in accordance with the Contract.

29.3 BT allows (so far as it can and is able to do so) the Supplier, while the Supplier is Authorised (as defined in Schedule 4) Access solely for the Purposes as defined in Schedule 4.

29.4 The Supplier shall take all reasonable steps to prevent unauthorised Access.

29.5 The Supplier shall provide BT with a generic risk management statement (in terms of risk management strategy and contingency plans) in connection with any services provided remotely from BT site, either in the UK or Offshore, to ensure continuity of service in the event of natural disaster, terrorist attack, war or similar.

29.6 In the event of conflict between this Condition and Schedule 4 in this Contract, the terms of Schedule 4 shall prevail.

29.7 This Condition shall survive the Contract.

30 PROTECTION OF PERSONAL DATA

30.1 Other than at BT's request, where required to provide the Services, or where required by law the Supplier shall not disclose or allow access to any personal data as defined in the Data Protection Act 1998 (the "Data Protection Act") relating to the Services ("BT Personal Data") whether provided or acquired by the Supplier during the course of the negotiations leading to or on the execution and during the Term of this Contract, other than to a person placed by the Supplier under a like obligation who is employed or engaged by the Supplier or within the control of the Supplier in the performance of the Contract.

30.2 The Supplier shall store or process BT Personal Data only at sites and in a manner specifically advised to BT in writing in advance and only in accordance with the Data Protection Act. BT shall have the right to reasonably object to such storage or processing at any time in which case the Supplier shall store or process data only at sites or in a manner expressly agreed with BT.

30.3 The Supplier shall not use BT Personal Data for any purpose other than the performance of the Services and shall return any BT Personal

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IN CONFIDENCE

Data to BT immediately upon request at any time providing such return does not prevent the Supplier from fulfilling its obligations under this Contract. Upon expiry or termination of this Contract for whatever reason, the Supplier shall return to BT or at BT's option destroy (and certify that it has destroyed) all BT Personal Data.

30.4 The Parties acknowledge that, in respect of all BT Personal Data controlled by BT and processed by the Supplier for the purpose of the provision of Services under this Contract BT alone shall determine the purposes for which and the manner in which such BT Personal Data will be processed (as defined in the Data Protection Act) by the Supplier.

30.5 Where, in connection with this Contract, the Supplier processes BT Personal Data on behalf of BT as a data processor, the Supplier shall:

(a) process BT Personal Data only on instructions of BT and to the extent necessary for the performance of this Contract ;

(b) not disclose BT Personal Data to any person except as required or permitted by this Contract or with BT's written consent; and

(c) implement appropriate technical and organisational measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful forms of processing.

(d) Subject to the indemnification processes and terms set forth in
Section 33.11, 33.12 and 46.1 hereto, the Supplier shall at its own expense defend, indemnify and hold harmless BT against all third party actions, claims, demands and proceedings and all damages, costs and expenses incurred in connection therewith made or brought against BT by any person in respect of any loss or damages to that person relating to the misuse of the personal data of that person by the Supplier, its officers, contractors, sub-contractors, agents, servants, or employees or other person within its control.

30.6 The Supplier shall, with regard to personal data:

(a) comply and ensure that all its employees, agents and sub-contractors comply with all relevant provisions of any BT codes of practice (mutatis mutandis) notified to the Supplier from time to time, the Computer Misuse Act 1990 and the Data Protection Act; and

(b) keep and ensure all its employees, agents and Sub-Contractors keep all Information secure and confidential, act only on BT's instructions with respect to it, and comply with such further

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reasonable requirements from time to time of BT for the security of it; and

(c) prior to any transfer of personal data, enter into or procure that the Sub-contractor delivering the Services will enter into contracts for the transfer of personal data, which in respect of the European Economic Area (the "EEA") shall be on the basis of the Model Contract Terms as issued by the European Commission pursuant to the Data Protection Directives or such other data protection model contract terms as may be agreed between the Parties from time to time and in respect of countries outside the EEA on terms consistent with the legal requirements of such countries.

30.7 Where, in connection with this Contract, the Supplier processes BT Personal Data on behalf of BT as a data processor, the Supplier shall without delay execute Model Clauses in Schedule 3 for each and every Work Package and/or Purchase Order.

30.8 Other than as provided in this Clause 30, the Supplier agrees not to export any personal data outside the EEA without BT's prior written consent.

31 TRANSFER OF UNDERTAKINGS

31.1 Within 7 days following a written request by BT at any time, the Supplier shall, at its own expense, provide in writing to BT or to such third parties as BT may direct, all Information concerning:

(a) any actual, threatened or potential litigation by or in relation to its employees;

(b) its employees' terms and conditions of employment; and

(c) such other Information as BT considers necessary to ensure compliance with the Transfer of Undertakings (Protection of Employment) Regulations or any similar or related legislation ("TUPE") following the termination or expiry of the Contract in relation to the provision of services the same as or similar to services comprised in the Services ("Similar Services").

31.2 The Supplier warrants that all Information supplied under Paragraph 1 of this Condition is complete and correct.

31.3 The Supplier indemnifies:

(a) BT (without prejudice to any other right of BT); and

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(b) at BT's request, any subsequent contractor to BT providing Similar Services

against all liability arising as a result of the operation of TUPE or otherwise in relation to the acts or omissions of the Supplier with respect to its employees during the Term, subject to the indemnification processes and terms set forth in Section 33.11, 33.12 and 46.1.

31.4 The Supplier shall use its reasonable endeavours to ensure that the composition of its workforce is not altered so as to affect materially the application of TUPE or the extent of such application.

31.5 The provisions of this Condition shall survive the expiry or termination of the Contract, and their existence, or BT's exercise of any rights under them, shall not constitute or imply any admission by BT that TUPE is applicable or not.

32 TAX AND NATIONAL INSURANCE

The Supplier shall make all appropriate PAYE deductions for tax and National Insurance contributions from the remuneration it pays its personnel (none of whom shall be employees of BT) and the Supplier indemnifies BT in respect of any claims that may be made by the relevant authorities against BT in respect of tax demands or National Insurance or similar contributions relating to the Supplier's personnel or, where the Supplier is a partnership, relating to any partner in the Supplier.

33 INTELLECTUAL PROPERTY

33.1 In this Condition, "New Information" means all Information generated in the course of or arising from the performance of the Contract.

33.2 BT shall exclusively own the New Information and all Intellectual Property Rights in it. Whenever the Supplier becomes aware of any invention or design comprised in the New Information as may reasonably be thought patentable or registrable the Supplier shall provide sufficient information to BT's Commercial Contact (or such other person or address as BT may notify) to enable BT both to ascertain its technical and commercial significance, and, if required by BT, to apply for Intellectual Property Right protection.

33.3 The Supplier assigns to BT the copyright, design right and any other Intellectual Property Right in the New Information which shall vest in BT absolutely as and when such copyright, design right or other right comes into existence. All documentation or other items or media consisting of or containing New Information shall belong to BT. The Supplier shall mark each item of the New Information accordingly.

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33.4 The Supplier shall, at the request and expense of BT, to do or ensure that is done, everything that BT may reasonably require to apply for and to obtain Intellectual Property Rights in any New Information and to vest in BT absolutely any such Intellectual Property Rights, or any application.

33.5 The Supplier shall use reasonable care to ensure that nothing is done to prejudice the grant or creation of any Intellectual Property Right in respect of any of the New Information or to prejudice the exercise of any such Intellectual Property Rights.

33.6 The Supplier warrants that it has the right and power to grant to BT the rights and licences granted under the Contract.

33.7 The Supplier grants a non-exclusive irrevocable licence to BT whether by itself or by third parties on its behalf, free of any payment, to copy, disclose, publish, sell and use (with the right to sublicense any such rights) the Services without restriction. If the exercise of these rights and/or BT's rights in the New Information requires licences to use the Supplier's Background Information or the Intellectual Property Rights of any third party, then the Supplier shall be deemed to hereby grant or shall procure such licences for BT at no cost to BT.

33.8 Where BT has instructed the Supplier to procure third party components including software for BT use in the performance of the Services, which is sub-licensed to BT, the Supplier shall grant BT in the sub-licence similar warranties and indemnities as provided in the third party contract between the Supplier and third party until such time BT ceases use of the third party component.

For the purposes of this sub-paragraph,

"THIRD PARTY SOFTWARE" will mean any Software that is owned by a person other than Supplier or BT and is used to provide the Services.

"THIRD PARTY SOFTWARE LICENCE" will mean a license agreement that authorises BT or Supplier to use Third Party Software.

The Parties will identify in each Work Package or Purchase Order such additional Third Party Software as may be required for Supplier to perform a particular Work. Supplier shall perform the following actions in order to ensure Supplier has the necessary right to use Third Party Software in order to perform Services for BT under this Agreement ("Third Party Consents") in the following order of precedence:

33.8.1 Solely for Services to be performed within the BT or on other premises, Supplier shall (i) work with BT to obtain the necessary Third Party

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Consents; and (ii) execute any additional agreements or assurances with such third party which may be necessary to secure such Third Party Consents. BT's failure to obtain any such Third Party Consents shall not be a breach of this Agreement; provided however, Supplier shall have no obligation to perform the Services dependent on such Third Party Software.

33.8.2 For Third Party Software as to which Supplier has an existing license for its own use, Supplier shall use all reasonable efforts to secure all necessary Third Party Consents including without limitation the right to use the Third Party Software for the benefit of BT.

33.8.3 For Third Party Software as to which Supplier does not have an existing licence for its own use, Supplier shall use commercially reasonable efforts to secure all necessary Third Party Consents including without limitation the right to use the Third Party Software for the benefit of BT. The parties may execute a Work Package or a Variation to effect the foregoing. Alternatively, Supplier and BT may agree that BT procure such Third Party License Agreement.

33.8.4 For Third Party Software as to which BT has an existing Third Party License for its own use and as to which Supplier does not already have a licence of its own permitting Supplier to use the Third Party Software to provide the Services or is unable to obtain under subsection (2) above, Supplier shall (i) work with BT to obtain the necessary Third Party Consents; and (ii) execute any additional agreements or assurances with such third party which may be necessary to secure such Third Party Consents. BT's failure to obtain any such Third Party Consents shall not be a breach of this Contract; provided however, Supplier shall have no obligation to perform the Services dependent on such Third Party Software.

33.9 Supplier may not enter into oral or written agreements with any individual or business entity for or in the name of BT or BT Nominee or Affiliated Companies of BT. Supplier shall not cancel, substitute, terminate, change or add to any such Third Party Software Licence without BT's prior written consent, which consent may be withheld in BT's sole discretion.

33.10 The Supplier indemnifies BT against all actions, claims, proceedings, damages, costs, and expenses arising from any actual or alleged infringement of Intellectual Property Rights (excluding Third Party Software used as part of any Work which was pre-approved by BT and for which Supplier has not entered into a Third Party Software License) or breach of confidentiality by BT's possession or use or sale, lease or hire of any of the Services anywhere in the world. Notwithstanding anything to the contrary, Supplier will indemnify and pay to BT with

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respect to such third party claims under this Section and under this Agreement regarding indemnification obligations of Supplier, all such damages, costs and expenses finally awarded against BT to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such claims or final award or out of court settlement, if applicable.

33.11 BT shall notify the Supplier in writing of any such allegation received by BT and shall not make any admissions unless the Supplier gives prior written consent.

33.12 At the Supplier's request and expense, BT shall permit the Supplier to conduct and control all negotiations and litigation. BT shall give all reasonable assistance and the Supplier shall pay BT's costs and expenses so incurred.

33.13 The Supplier may at its expense modify or replace the Services to avoid any alleged or actual infringement or breach. The modification or replacement must not affect the performance of the Services. If neither of these remedies are reasonably available to the Supplier, the Supplier may require BT to cease using the infringing Work and the Supplier will issue BT a pro-rated refund based on a Contract Term year depreciation schedule for the infringing Work (as appropriate). Where BT is required to return the Services to the Supplier and such return requires goods to cross an international border, the rejected Services shall be returned to the Supplier on a CIP basis and the Supplier shall reimburse to BT the reasonable costs of transportation, delivery, importation and any necessary international trade formalities with which BT must comply. The Supplier may at its option, collect rejected Services. Replacement Services shall be delivered on a FCA basis and the Supplier shall reimburse to BT the reasonable costs of transportation, delivery, importation and any necessary international trade formalities with which BT must comply.

33.14 This indemnity shall not apply to apply to infringements or breaches arising directly from:

(a) compliance with the Design Information to the extent that such compliance directly or indirectly results in the infringement. This exception does not apply to infringements resulting from a BT requirement that the Services comply with a national or international standard; or

(b) the combination of the Services with other items not supplied under the Contract.

(c) any alteration or modification of any Services not provided or authorised by Supplier in writing, if the infringement would not have

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occurred but for the alteration or modification by a party other than Supplier

(d) any claim covered by paragraph 33.15 below or any intellectual property of BT, to the extent that such intellectual property caused such infringement.

33.15 Without prejudice to sub-paragraph 12(a) of this Condition, BT warrants that compliance with the Design Information will not cause infringement or breach.

33.16 This Condition shall survive the Contract.

34. ESCALATION

In the event that a material dispute relating to the Contract arises, the parties, shall escalate the dispute to the persons named or holding the positions (or their equivalents) at the Levels stated below and for the time periods stated below. If, despite each Level's good faith discussions and negotiations for the time period stated below, such Level is still unable to resolve the dispute within the period stated below for such Level to the mutual satisfaction of the parties, the parties shall escalate the dispute to the next Level for the periods stated below, and so on until the procedure is exhausted. If the dispute is not resolved within the periods stated below (and any applicable agreed cure period), then the parties may pursue all other remedies provided at law or under this Contract. During the time of escalation per the process set forth below, neither party shall resort to litigation unless the other party is unwilling or unable to engage in the escalation process. 

          For BT                            For the Supplier          Time of Negotiation/Level
          ------                            ----------------          -------------------------
Level 1   Commercial Contact                Client Services Manager   5 business days

Level 2   Head of domain                    Vice President            5 business days
                                            Client Services

Level 3   VP Global Sourcing of Centre of   General Manager           5 business days
          Excellence

Level 4   Chief Procurement Officer         Chief Operating Officer   5 business days

Level 5   Group CFO                         Chief Executive Officer   10 business days

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35 WARRANTY

35.1 The Supplier shall at its own cost promptly remedy (by, at BT's option and by mutual agreement, repair, replacement or modify) any non-conformance of the Services from the Specification during the Warranty Period solely due to the fault of the Supplier as notified by BT in writing during the 180 day period ("the Warranty Period") of their respective delivery to BT due to:

(a) poor or defective workmanship or materials;

(b) faulty design which deviates from the Specification, (other than a design made or furnished or specified by BT and for which the Supplier has previously disclaimed responsibility in writing within a reasonable time of receipt); or

(c) any negligent act or negligent omission by the Supplier or Contract Personnel.

If BT notifies Supplier in writing of any such non-conformance during the Warranty Period, Supplier's sole and exclusive obligation, and BT's sole and exclusive remedy shall be for Supplier to promptly repair, replace or modify such non-conformance at no additional expense to BT to comply with the warranty stated above, without prejudice to BT's rights under the heading "Termination".

35.2 Subject to the warranty terms above, the Supplier shall use all reasonable care to:

(a) ensure that any remedied part of Services is compatible with all Services; and

(b) complete the remedy to comply with the warranty above within the time-scales specified in the Contract (or, if none are specified, within a reasonable time); and

(c) ensure that defective Services are not remedied on BT premises without BT's consent, unless, for operational or technical reasons they can only be removed or replaced with difficulty; and

(d) cause the minimum of disruption to BT and/or its customers in effecting any remedy. The time at which any remedy is to be effected shall be agreed with BT and BT may at its discretion direct the Supplier to work outside normal working hours at no cost to BT.

35.3 All repaired or replacement Services shall benefit from the provisions of this Condition and a new Warranty Period shall apply to them from their respective date of delivery to BT.

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35.4 The Supplier shall, upon receipt of Services returned under this Condition, immediately investigate those Services and take all necessary corrective action to prevent recurrence of the defects in Services. The Supplier shall report monthly in writing to BT's Commercial Contact the outcome of all such investigations. The report shall contain such additional information and be in such format as BT shall reasonably require from time to time including but not limited to:

a) a summary of the Services rejected by BT under this Condition, along with the results of the investigation.

b) the details of any corrective action taken to prevent a recurrence of defects.

c) without prejudice to the rights of BT under this Condition, the reasons for any Services returned not being accepted under the terms of this guarantee and a breakdown of those Services by the code number quoted on any applicable fault label supplied.

35.5 Subject to Clause 33, the Supplier warrants that it has the right to supply the Software and grant licences for the Software as described in this Contract and will indemnify and hold harmless BT against any claim that it is not so entitled.

35.6 The Supplier warrants that the Software will after acceptance by BT and during the Warranty Period provide the facilities and functions set out in their Functional Specifications, and that the documentation provided by the Supplier for the Software will provide instruction to enable BT to make full and proper use of such facilities and functions.

35.7 In the event of a breach of warranty during the Warranty Period solely due to the fault of the Supplier, the Supplier shall correct or replace free of charge to BT, for the applicable Warranty Period commencing from Acceptance of the installation of the Software, any non-conformance of the Software for the Functional Specification in the Statement of Requirements or any part thereof. Where an error in Services in accordance with 35.1 or Software is discovered to be a consequence of

(a) an amendment or customisation made to the Software or Service by or on behalf of BT without the Supplier's prior consent;

(b) the combination, operation, or use of the Software with any other software or materials not approved by Supplier or use of the Software on incompatible hardware or software environment not recommended by Supplier;

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(c) operation or use of the Software otherwise than for the purposes or in accordance with this Contract and documentation provided by the Supplier,

(d) BT's hardware malfunction,

(e) third party software;

then the Supplier may levy a reasonable charge for its time expended correcting the said error.

35.8 The Supplier shall use good quality materials, techniques and standards and execute this Contract with the care, skill and diligence required in accordance with the best computing practice and industry standards.

35.9 The Supplier hereby represents, warrants and covenants that the Software, when delivered to BT, does not and will not contain any computer code that would disable the Software or impair in any way its operation based on the elapsing of a period of time, exceeding an authorised number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as "time bombs", "time locks", or "drop dead" devices) or that would permit the Supplier to access the Software to cause such disablement or impairment (sometimes referred to as a "trap door" device).

35.10 The Supplier agrees that in the event of a breach or alleged breach of
Section 35.9 that BT shall not have an adequate remedy at law, including monetary damages, and that BT shall consequently be entitled to seek a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which BT shall be entitled.

35.11 This Condition shall survive the Contract.

36 TITLE AND RISK

36.1 Without prejudice to BT's right to reject under the Contract, the title in Services shall pass to BT upon the earlier of Acceptance or payment (and for any part of a Service, including any payment thereon) and shall be free from any claims or encumbrance whatsoever, with the exception of Software for which a licence is granted in accordance with the Contract.

36.2 If any Services are rejected by BT or the Contract is terminated, title to any Services not accepted by BT and any materials or things which have not been incorporated in any part of accepted Services, shall re-vest in the Supplier on the expiration of 30 days from the date on which

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IN CONFIDENCE

such termination or rejection takes effect unless BT gives notice to the Supplier within such period that it intends to either issue any certificate of commercial service in respect of the rejected Services or otherwise retain title in them.

36.3 Any payment made by BT for Services, materials or things which re-vest in the Supplier is a sum due to BT from the Supplier.

36.4 The Supplier shall deliver to BT any Services the title in which BT has elected to retain provided that BT pays for the fees and expenses incurred up the time of delivery of the Services under this Condition and if it shall fail to do so BT may enter the Supplier's premises and remove such Services and recover the cost of so doing from the Supplier, subject to BT paying a fair and reasonable price for such Services.

36.5 The risk of loss of or damage to Services shall pass to BT upon Acceptance, which Acceptance shall be defined in each Project.

37 RIGHT TO REJECT

37.1 BT shall have the right to reject the whole or any part of the Services prior to Acceptance that it reasonably considers are not in accordance with the Specification in the Statement of Requirements.

37.2 The Supplier shall at its own risk and expense, then use all reasonable endeavours to replace or repair rejected Services with Services that comply with the Statement of Requirements within 14 days (or any other reasonable period specified by BT) of notice of rejection from BT.

37.3 Written acknowledgement of receipt of Services by BT at the delivery point shall not affect BT's rights subsequently to reject those Services. In the event a defect is identified in the Services delivered and prior to Acceptance, the Supplier shall at its own risk and expense, use all reasonable endeavours to replace or repair rejected Services with Services that comply with the Statement of Requirements within 14 days (or any other reasonable period agreed with the parties) of notice from BT of the deficiency.

38 EXPORT

The Supplier:

(a) warrants that it has obtained all necessary licences, authorities, consents and permits for the unrestricted export of Services to BT, and export or re-export to such countries as BT shall have notified to the Supplier at any time before delivery to BT; and

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IN CONFIDENCE

(b) indemnifies BT against all costs, claims, or demands resulting directly or indirectly from any breach of such warranty, subject to the provisions of
Section 33.11, 33.12and 46.1.

39 DOCUMENTATION

In this Condition, "Documentation" means the installation, user and maintenance guides and/or other documentation supplied under the Contract relating to the use and/or operation of Services.

39.1 The Supplier grants to BT non-exclusive, royalty free, world-wide rights, by or on behalf of BT to copy and disclose, make adaptations of (and copy and disclose such adaptations) of the Documentation for its and, where not otherwise expressly restricted, third parties' use of Services.

40. DELIVERY

40.1 The Supplier shall deliver Services in accordance with the Contract for time of delivery. If no such time is specified in the Contract, the Supplier shall deliver Services as agreed between the parties or, in the absence of agreement, at such time as BT may specify but not limited to in the Work Package or Purchase Order (as the case may be).

40.2 The Supplier shall deliver Services ordered by BT in accordance with the Requirements schedule to the Contract.

40.3 The Supplier shall not, without the prior written consent of BT, deliver any part order (by quantity or by item). If Services are not available for delivery at the due time, the Supplier shall (without prejudice to BT's rights under the Contract) immediately inform BT by telephone, facsimile or e-mail and confirm such communication in writing.

41 DEFAULT/LIQUIDATED DAMAGES

41.1 Subject to the provisions of the Condition headed "Force Majeure", and, if the Supplier does not deliver, install, or complete (as the case may be) any Services by the due date subject to any Variation and terms of any Work Package and/or Purchase Order, the Supplier shall be in breach of the Contract (but not necessarily material breach), and, where the relevant Work Package or this Contract provides for the payment of liquidated damages, shall pay to BT on request such an amount of liquidated damages as described in the relevant Work Package.

41.2 Payment of, or BT's right to liquidated damages under this Condition shall not affect any of BT's rights under the Condition headed "Termination".

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IN CONFIDENCE

41.3 Without prejudice to any other obligation of the Supplier, in respect of each activity specified in Schedules, 6 and, the Supplier shall perform the Work Package in accordance with the corresponding contract performance requirement.

42 TOOLING

42.1 For the purposes of this Condition, "Tooling" means any equipment and/or software developed, produced or used at any time in relation to the production of Services and owned or paid for or to be paid for or supplied by BT.

42.2 All Tooling shall be BT Items and shall remain the property of BT. Where Tooling is not already owned by BT, it shall become the property of BT from the date of the first payment by BT for it.

42.3 BT shall have the right, at any reasonable time on reasonable written notice to the Supplier, to inspect, or to take possession of, any or all Tooling.

42.4 The Supplier shall at all times maintain the Tooling in good condition and fit for its intended purpose and shall, within 7 days of receipt of written notice from BT, procure or modify any Tooling in accordance with BT's reasonable instructions.

42.5 The Supplier shall, within 7 days of the expiry or termination (for whatever reason) of the Contract or within 7 days of receipt of a written request from BT, physically transfer the Tooling to BT or such third party as BT may notify to the Supplier in writing.

42.6 The Supplier shall regularly update and provide to BT a Tooling inventory, (including without limitation, details of description, quantity, location, rate of production, and the expected life of the Tooling) taking into account modifications to it from time to time.

42.7 The Supplier shall be solely responsible for the actions stated in paragraphs 4 to 6 of this Condition, including in situations where the Tooling is in the possession of a Subcontractor or other agent or nominee of the Supplier.

42.8 This Condition shall survive the Contract.

43 TERMINATION

43.1 If either party to the Contract commits a material breach or persistent material breaches of the Contract or Supplier or its group companies commits any material breach of any other agreement with any BT Group Company from time to time, the non-breaching party shall serve written notice on the breaching party (i) requiring such breach to be

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IN CONFIDENCE

remedied within thirty (30) business days, and (ii) the commencing the escalation process procedure in clause 34 (such cure period and escalation period to run concurrently). If the breaching party fails to remedy the material breach within thirty (30) business days of written notice from the non-breaching party, then the other party shall have the right to:

(a) terminate the Contract; and

(b) make a claim against the breaching party for all direct damages resulting from such breach, subject to, and in accordance with the terms herein.

43.2 BT shall have the right at any time to terminate the Contract immediately and to make a claim against Supplier for, all direct damages resulting if the Supplier shall become insolvent or cease to trade or compound with its creditors; or a bankruptcy petition or order is presented or made against the Supplier; or where the Supplier is a partnership, against any one partner, or if a trustee in sequestration is appointed in respect of the assets of the Supplier or (where applicable) any one partner; or a receiver or an administrative receiver is appointed in respect of any of the Supplier's assets; or a petition for an administration order is presented or such an order is made in relation to the Supplier; or a resolution or petition or order to wind up the Supplier is passed or presented or made or a liquidator is appointed in respect of the Supplier (otherwise than for reconstruction or amalgamation).

43.3 [***]

"Change of Control" means any of the following transactions which result in a third party acquiring Control (as defined below) of the Supplier or its direct or indirect holding company (or its or their business or assets):
(A) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Supplier (or its direct or indirect holding company); (B) the acquisition by any person or group (including by way of a tender or exchange offer or issuance by the Supplier ) (or its direct or indirect holding company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares in the Supplier (or its direct or indirect holding company) or (C) a sale or other disposition by the Supplier (or its direct or indirect holding company) of assets or earning power aggregating a majority of the assets or earning power of the Supplier (or its direct or indirect holding company), excluding all sales of equity pursuant to an initial public or subsequent public offering by Supplier (or its direct or indirect holding company) or (D) or any agreement to do any of the foregoing.

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IN CONFIDENCE

"Control" shall mean the legal or beneficial ownership of more than 50% of the voting or equity interests or assets of the Supplier (or its direct or indirect holding company); or the power or right to direct or cause the direction of the management and/or affairs of the Supplier (or its direct or indirect holding company) or its or their business (including acting as the general partner of a limited partnership).

43.4 Except as otherwise expressly provided in individual Work Packages and Purchase Orders, [***], BT may terminate Work carried out under an individual Purchase Order and/or Work Package. Termination of Work carried out under individual Purchase Orders and/or Work Package shall not affect the status of Work carried out or to be carried out under other Purchase Orders and/or Work Package issued under the Contract. For the avoidance of doubt, any termination by BT under this Clause shall not affect BT's obligations under Clause 55 and Schedule 6.

43.5 Where BT terminates the Contract under paragraph 43.4 and does not have any other right to terminate the Contract, in addition to Supplier's rights and BT's obligations under Clause 55 and Schedule 6, the following shall apply:

(a) BT shall subject to subparagraph (b) below, pay the Supplier such for Services performed to the date of termination and pay such amounts as may be necessary to cover its reasonable costs and outstanding and unavoidable commitments (and reasonable profit thereon) necessarily and solely incurred in properly performing the Contract in relation to Applicable Services (as defined below) prior to termination.

(b) BT shall not pay for any such costs or commitments that the Supplier is able to mitigate and shall only pay costs and commitments that BT has validated to its satisfaction. BT shall not be liable to pay for any Applicable Services that, at the date of termination, BT is entitled to reject (including any Services for which BT may have put into service) or has already rejected. BT's total liability under sub-paragraph (a) above shall not in any circumstances exceed the price that would have been payable by BT for Applicable Services if the Contract had not been terminated.

(c) In this paragraph 4, "Applicable Services" means Services in respect of which the Contract has been terminated under this paragraph, which were ordered by BT under the Contract before the date of termination, and for which payment has not at that date become due from BT.

(d) Except as expressly set forth in Clauses 43.4 and 43.5, sub-paragraphs
(a) and (b) above encompass the total liability of BT for

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IN CONFIDENCE

termination pursuant to this paragraph 4, and BT shall be liable for no other costs, claims, damages, or expenses resulting from such termination.

43.6 Notwithstanding anything contained above, in the event of termination of this Contract for any reason whatsoever, BT shall be liable to pay the Supplier all undisputed invoices for the Services rendered up to the date of such termination.

43.7 Each right of BT under this Condition is without prejudice to any other right of BT under this Condition or otherwise.

44 TRANSITION

Where the Supplier undertakes Work which requires transition:

44.1 The Supplier shall complete transition of the Work (as detailed in the relevant Statement of Requirements) within three (3) months ("the Transition Period") of commencement of the Work.

44.2 The start date for the transition work shall be identified as Effective Date which date shall be mutually agreed in Statement of Requirements...

44.3 The Supplier shall initiate transition for critical work areas identified by BT, ahead of the transition start date, by making a transition team available by a date to be mutually agreed by both Parties and confirmed in Statement of Requirements.

44.4 Project Plan

If it is not feasible to migrate all the Work identified in the relevant Statement of Requirements simultaneously the Supplier should propose a project plan to indicate when the Work is to be migrated. The plan should be structured to maximise the cost and efficiency benefits that can be achieved.

44.5 Transition Plan:

44.5.1 A transition plan shall be agreed between BT and the Supplier, which shall include such details as Activities, Elapsed Timescales, Milestones, Dependencies and Acceptance criteria for successful completion of the transition work.

44.5.2 BT and the Supplier shall hold regular joint management reviews of the transition process. The transition plan shall be used to monitor the progress of the transition Work.

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IN CONFIDENCE

44.6 REMEDIES:

44.6.1 In the event of the transition work not being completed within the Transition Period solely to a default by the Supplier, BT shall have the following options:

(a) Either, agree an extension of the transition period by up to a maximum of 2 months, for which the Supplier shall provide additional resource required to complete transition at no extra costs to BT.

(b) Upon 30 business days written notice and failure to cure by Supplier, BT may terminate the Contract.

The remedies listed above may apply, subject always to a maximum total amount of the costs incurred by BT as a result of this default. BT wishes to retain the right to terminate however the total remedy amount described above will be the Supplier's sole financial liability and BT's sole financial remedy for failure to achieve completion of transition within the Transition Period.

44.6.2 In the event of the transition work not being completed within the Transition Period as a result of a delay caused by a BT dependency, BT shall ensure that any reasonable extra costs incurred by the Supplier are reimbursed to a maximum total amount of the extra costs incurred by the Supplier.

44.7 Timescales

The agreement shall be in two parts:

(a) Transition, and

(b) Ongoing Work

Commencement of Ongoing Work shall be dependent on the Supplier demonstrating that they meet the transition Acceptance criteria as set forth in the Work Package.

44.8 Transition Escalation

In the event of a breakdown or failure in transition that does or could reasonably be expected to result in a remedy claim for failure on the part of either BT, the Supplier or both the escalation process will be as follows:

BT: BT Transition Manager

The Supplier: Program Manager

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IN CONFIDENCE

It will be the responsibility of these managers to consider the instance of failure, agree an appropriate course of action to correct the failure, assess any financial impact on the disadvantaged party and agree a suitable remedy. In the event that this cannot be agreed, it will be referred to respective Executive Sponsors for final resolution.

45 EXIT STRATEGY COOPERATION

45.1 If the Contract is terminated by BT, or not renewed with the Supplier beyond the Initial Term, and if required by BT, the Supplier shall co-operate fully with BT and with any third party nominated by BT, at no additional cost to BT, except for undisputed invoices, in facilitating the provision of replacement work ("Replacement Work"). Such co-operation shall include, without limitation:

(a) the supply by the Supplier of such Supplier's Background Information as is reasonably necessary to enable Replacement Work to be provided in a similar manner to that in which Services had or should have been provided by the Supplier; and

(b) the granting by the Supplier to BT or, at BT's option, a third party, of a licence to use such Supplier's Background Information solely in relation to the provision of Replacement Work for a period expiring five years after the date of termination (or part termination) of the Contract; and

(c) the undertaking by the Supplier of reasonable endeavours to procure for BT or BT's nominated contractor the grant or transfer of all licences and permissions under third party Intellectual Property Rights which may from time to time be reasonably necessary for the provision of Replacement Work to the extent that such third party Intellectual Property Rights have been used in the provision of Services by the Supplier.

For the avoidance of doubt, the Replacement Work shall include for Work under a Work Package and/or Purchase Order, which had ceased or lapsed over a period of time.

For the purpose of this clause (Transition Co-operation) "Supplier's Background Information" shall mean all Information owned or controlled by the Supplier or companies in the same group (as defined by s.53 Companies Act 1989) as the Supplier.

45.2 To ensure a smooth transition at the end of the Contract, BT requires the Supplier to maintain Documentation relating to the processes and procedures used in the execution of the Contract for the Work for the lifetime of the Contract.

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IN CONFIDENCE

45.3 Further to the above, the Supplier shall use all reasonable endeavours to maintain the Key Personnel throughout the Replacement Work period and in the event the Supplier fails, refuses and/or neglects to maintain the same, the Supplier shall reimburse BT any cost incurred by BT for any delay on the part of Supplier in completing the Replacement Work.

45.4 For the avoidance of doubt, such Documentation shall be subject to the Condition titled Intellectual Property of the Conditions of Contract schedule.

45.5 The Supplier agrees to vacate BT's premises within a reasonable period and deliver to BT those BT assets in the Supplier's custody.

45.6 The provisions of sub-clause 45.1 above shall survive the termination of the Contract.

46 INDEMNITY

46.1 Without prejudice to any other rights or remedies available to BT, the Supplier shall indemnify BT against all third party claims and proceedings, damages, costs and expenses arising or incurred proximately caused by the:

(a) death or personal injury of any Contract Personnel in relation to the performance of the Contract, except to the extent caused by BT's negligence; or

(b) death or personal injury of any other person to the extent arising as a result of the negligence or wilful acts or omissions of the Supplier or Contract Personnel in relation to the performance of the Contract; except to the extent caused by BT's negligence ; or

(c) loss of or damage to any BT property to the extent arising as a result of the negligence or wilful acts or omissions of the Supplier or Contract Personnel in relation to the performance of the Contract; or

(d) any complaint made pursuant to the Employment Rights Act 1996 (as amended, replaced, consolidated or re-enacted from time to time) by any Contract Personnel whether in the Employment Tribunal or civil courts or otherwise, or, without limitation, as a result of any claim or demand by any Contract Personnel in respect of any other claim whatsoever within the jurisdiction of an Employment Tribunal or wrongful dismissal, breach of contract or any other claim arising at common law, sex, race or disability discrimination or equal pay (in all cases, whether arising under UK or European law); or

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(e) under Part 1 of the Consumer Protection Act 1987 (or any equivalent product liability legislation) in relation to Services;

provided that Supplier shall pay all such damages, costs and expenses arising from such claim as finally awarded against BT to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such claims or final award or out of court settlement, if applicable, subject to the terms set forth in Paragraph 33.11 and 33.12.

46.2 This Condition shall survive the Contract.

47 LIMITATION OF LIABILITY

47.1 Subject to Paragraph 3 of this Condition, neither party shall be liable to the other under the Contract for any indirect or consequential loss or damage.

47.2 Subject to Paragraph 3 of this Condition the total liability of either party to the other under the Contract shall not exceed the greater of either:

(a) [***]

(b) [***] of the total of all sums paid or due to the Supplier for Services performed in the previous 12 months from the date of the claim.

47.3 Paragraphs 1 and 2 of this Condition shall not apply to loss or damage arising out of or in connection with:

(a) death or personal injury or loss or damage for which liability cannot be limited or excluded by law; or

(b) the wilful failure or gross negligence of either party in performing its contractual obligations; or

(c) paragraph 46.1(d) of the Condition headed "Indemnity"; or

(d) the Conditions headed "Liquidated Damages", "Intellectual Property", or "Confidentiality".

47.4 This Condition shall survive the Contract.

48 INSURANCE

48.1 The Supplier shall at its own expense maintain for the Term such insurance as is legally required and appropriate in respect of its obligations, including, without limitation, third party liability insurance with an indemnity limit of not less than [***] for each and every claim and in the annual aggregate to the extent that if any claim (a settled

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IN CONFIDENCE

claim in excess of [***] made by a third party against the Supplier materially erodes the third party liability insurance, the Supplier shall promptly notify BT of such claim and, if the Services include specialist or professional services, professional indemnity insurance with an indemnity limit of not less than [***] for each and every claim and in the annual aggregate.

48.2 If the Supplier cannot evidence such insurance to BT on request, BT may arrange such insurance and recover the cost from the Supplier.

48.3 The Supplier shall notify BT's Commercial Contact as soon as it is aware of any event which may give rise to an obligation to indemnify BT under the Contract, or to a claim under any insurance required by the Contract.

48.4 This Condition shall not limit the Supplier's liability under the Contract.

49 PUBLICITY

49.1 The parties agree that their respective marketing and public relations representatives will work together in good faith to create jointly approved releases. Subject to obtaining BT's written consent (not to be unreasonably withheld or delayed)Supplier may name BT in a press release as a client and as a client in marketing materials, display BT's logo or logos on Supplier's website, and use a client brief describing the Services provided to BT by Supplier.

50 SOFTWARE

The Supplier warrants that:

(a) all Software is free from all forms of:

(i) "electronic possession", "logic bombs" "viruses" and "worms" that could have been detected by using the latest (at the date of despatch) commercially available virus detection software; and

(ii) "spyware" and "adware"

(which expressions shall have meanings as they are generally understood within the computing industry);

(b) after Acceptance by BT, subject to the terms of Section 35, the Software will perform in all respects in accordance with the Functional Specification for the Warranty Period; and

(c) it has and shall employ only good quality materials, techniques and standards in performing the Contract and at all times apply the

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standards of care, skill and diligence required of good computing practice.

51 SOFTWARE LICENCE

51.1 The Supplier grants to BT a non-exclusive, non-transferable, perpetual, irrevocable licence to BT for BT by itself, or by third parties on its behalf to use, copy, install, maintain, modify, enhance and adapt the Software in accordance with the licence type specified in the Requirements section of the Contract, effective from the date such Software is respectively delivered to BT.

51.2 Notwithstanding any other provision of the Contract, the Supplier grants to BT non-exclusive, royalty free, world-wide rights to any Software supplied under the Contract to the effect that BT has:

(a) all the rights of a lawful user (as defined in the Copyright (Computer Programs) Regulations 1992) of the Software; and

(b) the rights to copy, disclose and use for any purpose any Information which:

(i) has been derived by BT from observing, studying or testing the functioning of the Software;

(ii) relates to the ideas and principles which underline any element of the Software; and

(iii) is not subject to the Suppliers (or its licensor's) copyrights in the United Kingdom; and

(c) the rights to:

(i) use Information obtained from de-compiling the Software to write independent, interoperable programs and to supply such Information to third parties for that purpose; and

(ii) copy and adapt the Software for the purposes of error correction, repair and maintenance and, where necessary, for the lawful use of the Software, and the right to engage a third party for those purposes.

For the avoidance of doubt, nothing in the Contract shall prevent BT from selling or deploying products, systems and services that are developed by BT using the Software.

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52 ESCROW

The Supplier shall at BT's request and the Supplier's expense, enter to an IPR deposit arrangement in respect of all Software with BT and an agent acceptable to BT. The Supplier shall ensure all relevant Information and documentation is deposited (including, without limitation, all source code and listings) as would be enable a competent computer programmer readily to understand and maintain the Software. Without affecting any other rights it may have, BT shall have the right, free of all charges, to use such source code, Information and documentation, when released, in order to use or maintain (including to upgrade) the Software, to modify or have modified the Software, and to license such modified Software to or have it maintained by third parties.

53 NOTICES

Written notices under the Contract may be delivered by hand, post, facsimile transmission or e-mail to BT's Commercial Contact or the Supplier's Commercial Contact (as the case may be) and shall be deemed to be given upon receipt (except notices sent by facsimile transmission, which shall be deemed to be given upon transmission).

54 PRICING

The price(s) payable by BT for Supplies, unless otherwise expressly stated in the Contract, shall be inclusive, where relevant, of all packing, delivery to Site, any licence fees, installation, testing and commissioning and all other charges associated with Supplies, but shall exclude VAT.

55 PAYMENT OBLIGATIONS; MINIMUM COMMITMENTS; INVOICING

55.1 Certain obligations of the parties relating to minimum commitments and discount structures are set forth in Schedule 6.

55.2 BT will pay due invoices submitted in accordance with this Condition within 60 days of the later of either the date of the invoice or the date upon which the invoice (including electronic copy of invoices) is received by BT. All payments shall be made in pounds sterling.

55.3 When payment becomes due, the Supplier shall forward invoices to, unless otherwise specified by BT in the Purchase Order:

BT Accounts Payable Team

PO Box 371
Parkway Business Centre
Manchester
M14 0WE

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55.4 Each invoice shall specify: its date; the Contract number; the order reference; line reference; the relevant BT item code(s) if appropriate; the correct price; the full description of the Supplies to which the invoice relates (as defined in the Contract); the portion of the Supplies for which payment is due and, if appropriate, the cumulative amount invoiced to date. The agreed payment currency and the Incoterm must be specified in relation to any non-UK transaction. Any discounts should be separately shown with a clear indication of what the discount is for.

56 GENERAL

56.1 The invalidity or unenforceability for any reason of any provision of the Contract shall not prejudice or affect the validity or enforceability of its other provisions.

56.2 The headings to the Contract provisions are for reference only and shall not affect their interpretation.

56.3 No delay, neglect or forbearance by either party in enforcing any provision of the Contract shall be deemed to be a waiver or in any way prejudice any rights of that party.

56.4 No waiver by either party shall be effective unless made in writing or constitute a waiver of rights in relation to any later breach of the Contract.

56.5 In relation to its subject-matter, the Contract is the entire agreement between the parties and governs their relationship to the exclusion (to the extent permitted by law) of any other terms and conditions, including, without limitation, those upon which any quotation or tender response has been given to BT.

56.6 The Contract is governed by English law and subject to the exclusive jurisdiction of the English courts.

56.7 The Supplier shall not be, nor in any way represent itself as, an agent of BT and shall have no authority to enter into any obligation on behalf of BT or to bind BT in any way.

56.8 Any estimated contract value stated on the front sheet of the Contract is for BT administrative purposes only and shall not constitute or imply any commitment by BT.

56.9 Except as expressly set out in the Contract no assignment of or licence under any Intellectual Property Right or trade mark or service mark (whether registered or not) is granted by the Contract.

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IN CONFIDENCE

56.10 A person who is not a party to the Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

56.11 This Condition shall survive the Contract.

57. NON -ASSIGNMENT

Supplier shall not assign or transfer any, right, obligation or interest hereunder without the prior written consent of BT, which consent shall not be unreasonably withheld or delayed; provided also that the successor/assignee of any such assignment agrees to be bound by all the terms of this Contract.

58. OPERATIONAL GOVERNANCE

The parties agree, within one month of contract date, to use commercially reasonable efforts to establish a program management plan ("PMO") for the Contract.

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IN CONFIDENCE

SCHEDULE 3 MODEL CLAUSES FOR DATA PROTECTION

THIS SCHEDULE MUST BE COMPLETED AND SIGNED BY THE PARTIES.

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation: British Telecommunications plc, 81 Newgate Street, London, EC1A 7AJ

tel.: _____________________ fax: _____________________;

e-mail: ______________________________________________

A company registered in England & Wales Number: ________________________________

(the data EXPORTER)

and

Name of the data importing organisations: ______________________________________

[the Supplier]

Tel: ________________ e-mail: ___________________________ fax: _________________

A company registered in England & Wales Number: ________________________________

[the Sub-Contractor if any]

Address tel.: _____________________ fax: _____________________;

e-mail: ________________________________

A company registered in [India] Number: ________________________________________

(jointly and severally, the data IMPORTER)

HAVE AGREED on the following contractual Clauses (the Clauses) in order to

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IN CONFIDENCE

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 the personal data specified in Appendix A.

1. DEFINITIONS

For the purposes of the Clauses:

(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', '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 (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 intended for processing on his behalf after the transfer in accordance with his instructions and the terms of these Clauses and who is not subject to a third country's system ensuring to adequate protection;

(d) 'the applicable data protection law" shall mean the legislation 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 Member State in which the data exporter is established:

(e) 'technical and organisational security measures' shall mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

2. DETAILS OF THE TRANSFER

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IN CONFIDENCE

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix I which forms an integral part of the Clauses.

3. THIRD-PARTY BENEFICIARY CLAUSE

(a) The data subject can enforce against the data exporter this Clause, Clause 4(b) to (h), Clause 5(a) to (e), and (g), Clause 6(l) and (2), Clause 7, Clause 8(2), and Clauses 9, 10 and 11, as third-party beneficiaries.

(b) The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9, 10 and 11, in cases where the data exporter has factually disappeared or has ceased to exist in law.

(c) The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

4. OBLIGATIONS OF THE DATA EXPORTER

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that he has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and these clauses;

(c) that the data importer shall provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix B to this contract;

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IN CONFIDENCE

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to he protected having regard to the state of the art and the cost of their implementation;

(e) that he will ensure compliance with the security measures:

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that his data could be transmitted to a third country not providing adequate protection;

(g) that he agrees to forward the notification received from the data importer pursuant to Clause 5(b) to the data protection supervisory authority if he decides to continue the transfer or to lift his suspension;

(h) to make available to the data subjects upon request a copy of the Clauses set out in this Annex, with the exception of Appendix B which shall be replaced by a summary description of the security measures.

5. OBLIGATIONS OF THE DATA IMPORTER

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with his instructions and the clauses; if he cannot provide such compliance for whatever reasons, he agrees to inform promptly the data exporter of his inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that they have no reason to believe that the legislation applicable to him prevents them from fulfilling the instructions

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IN CONFIDENCE

received from the data exporter and his obligations under the Contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, they will promptly notify the change to the data exporter as soon as they are aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that they have implemented the technical and organisational security measures specified in Appendix B before processing the personal data transferred;

(d) that they shall promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjects without responding to that request, unless he has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to his processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit his data processing facilities for audit of the processing activities covered by the clauses 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 bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses set out in this Annex, with the exception of Appendix B

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IN CONFIDENCE

which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter.

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 data exporter for the damage suffered.

2. If a data subject is not able to bring the action referred to in paragraph I arising out of a breach by the data importer of any of his obligations referred to in Clause 3 against the data exporter because the data exporter has disappeared factually or has ceased to exist in law or became insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if he were the data exporter.

3. The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

Indemnification is contingent upon:

(a) the data exporter promptly notifying the data importer of a claim; and

(b) the data importer being given the possibility to cooperate with the data exporter in the defense and settlement of the claim.

7. MEDIATION AND JURISDICTION

1. The data importer agrees that if the data subject invokes against him third-party beneficiary rights and/or claims compensation for damages under the clauses, the data importer will 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;

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IN CONFIDENCE

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The data importer agrees that, by agreement with the data subject, the resolution of a specific dispute can he referred to an arbitration body if the data importer is established in a country which has ratified the New York Convention on enforcement of arbitration awards.

3. The parties agree that the choice made by the data subject will not prejudice his substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

8. COOPERATION WITH SUPERVISORY AUTHORITIES

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

9. GOVERNING LAW

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely England and Wales.

10. VARIATION OF THE CONTRACT

The parties undertake not to vary or modify the terms of the Clauses.

11. OBLIGATION AFTER THE TERMINATION OF PERSONAL DATA PROCESSING SERVICES

1. The parties agree that on the termination of the provision of data processing services, the data importer shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that he has done so, unless legislation imposed upon the data importer prevents him from returning or destroying all or part

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IN CONFIDENCE

of the personal data transferred. In that case, the data importer warrants that he will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer warrants that upon request of the data exporter and/or of the supervisory authority, he will submit his data processing facilities for an audit of the measures referred to in paragraph 1.

ON BEHALF OF THE DATA EXPORTER:

Name (written out in full):

Position:

Address:

Signature

ON BEHALF OF THE DATA IMPORTER:

Name [the Supplier]:

Position:

Address:

Signature

Name [the Sub-Contractor if any] :

Position:

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IN CONFIDENCE

Address:

Signature

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IN CONFIDENCE

SCHEDULE 3 APPENDIX A

THIS APPENDIX MUST BE COMPLETED AND SIGNED BY THE PARTIES

DATA EXPORTER

The data exporter is British Telecommunications plc who has

DATA IMPORTER

The data importer is

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects:

CATEGORIES OF DATA

The personal data transferred concern the following categories of data:

(ARROW)

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

No data classified as Sensitive Personal Data will be processed outside the
EEA.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing activities: 

DATA EXPORTER                           DATA IMPORTER


Name:                                   Name
      -------------------------------        -----------------------------------
      Authorised signature                   Authorised signature

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IN CONFIDENCE

SCHEDULE 3 APPENDIX B

THIS APPENDIX MUST BE COMPLETED AND SIGNED BY THE PARTIES

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (Schedule 3):

Generic measures for each service line in Appendix A [1 though 6]

Operational Organizational Measures

Technical and Security Measures

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SCHEDULE 4 THE BT SECURITY POLICY FOR SUPPLIER

This Schedule consists of this Cover Page of BT Security Requirements and BT Security Policy appended hereto.

The Supplier shall ensure that the provision of the Services and/or the performance of the Services under this Contract shall not cause the BT Group of Companies to breach its BT Security Policy and ISO17799 as set out in the Schedule.

Good security practices are essential to protect both company and customer related information. This is why, the BT Group of Companies, are committed to securing compliance with relevant legislation, protecting confidentiality and maintaining customer confidence by adopting British Standard 7799 and ISO 17799, which is as follows:

BT SECURITY REQUIREMENT

While information is the cornerstone of our ability to provide superior service, our most important asset is our customers' trust. Keeping information secure, and using it only as it is intended to be used, is a top priority for all of us at BT. In order to establish and maintain the levels of information security during the Term of this Contract on the part of the Supplier, Supplier and it's Contract Personnel must comply with the BT Security Policy. To the extent that the terms of this Schedule conflict with terms of this Contract between Supplier and BT, the terms of this Schedule shall prevail.

1 DEFINITIONS

The following expressions are used in this Schedule:

"Access" means interconnection with BT Systems and access to BT Information.

"Authorised" means having undergone and being fully compliant with NAIF.

"BT Information" means all information (including BT customer information) used or accessible to the Supplier in association with providing the Service.

"BT Security Contact" means BT Security Operations Centre (0800321 999) or such other person whose details shall be notified by BT to the Supplier from time to time.

"BT Security Policy" means the annexe in Schedule 1.

"BT Systems" means [insert brief description of relevant BT systems] and/or such other systems as may be agreed in writing from time to time by the BT and the Supplier.

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IN CONFIDENCE

"BT Human Resources Policy" means guidelines at www. [TBC] issued by BT in regards to appointment of Contract Personnel who will work for BT under this Contract.

"Disaster Recovery Plan" means the Supplier's plans to maintain Service in the event of natural or man made incident that affects their ability to provide Service from the primary location and/or site.

"ISO17799" means the International Security Standard.

"NAIF" - Network Authorisation and Interconnect Facility is a procedure to register all UK and Global network interconnects between BT and external companies. An interconnect request is initiated by a BT Project Manager by completing a BT web based form.

"Process" means operational procedures.

"Purposes" means the proper performance by the Supplier of its obligations under and in accordance with the Contract.

"Standards" means all the relevant standards associated with information management security.

For the avoidance of doubt without prejudice to the definition of "BT" in the condition headed "definitions", in this schedule "BT" shall include British Telecommunications PLC.

"Target" means systems, applications, switches, routers, and any other related equipment.

2 BT SECURITY REQUIREMENTS AND SUPPLIER'S OBLIGATIONS

The Supplier warrants that it shall take all reasonable steps to comply with BT Security Policy as well as the detailed policies as follows which shall form the basis of Supplier's information management and security policy and the Supplier shall demonstrate to BT that it has either achieved compliance with ISO17799 or is working towards such achievement.

2.1 The Supplier shall comply with BT policy on information classification, handling and disposal.

2.2 The Supplier shall comply with BT's physical and logical access controls.

2.3 The Supplier shall not use BT Information for any purpose other than for the Purposes and performance of the Services.

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2.4 The Supplier shall take reasonable steps (subject to the provision of the Contract) to preserve the integrity of BT Information and to prevent any corruption or loss of BT Information.

2.5 The Supplier shall permit BT or its authorised representatives access at any time to any premises or computer equipment at or from which Access can be obtained in order to verify compliance with the Contract by performing physical and logical audits as well as penetration testing to ensure compliance with BT Security Policy and Standards.

2.6 BT requires the Supplier to maintain systems which detect and record any attempted damage, amendment or unauthorised access to BT Information.

2.7 The Supplier authorises BT to investigate any security breach, including the confiscation for evaluation of any suspected or infringing hardware.

2.8 The Supplier shall train all the Contract Personnel in security awareness to BT standards, with special emphasis on the secure handling and management of passwords, tokens and information. Contract Personnel may be expected to complete the BT CBT training modules or equivalent, as advised by BT during the Term of the Contract.

2.9 The Supplier shall use its best endeavours to ensure that any link, email or any communication whatsoever that convey information relating to this Contract and/or the Services and traverse a non-BT owned network, the said information must be protected by encryption to the standards defined in the BT Security Policy particularly 3 DES 128 bit.

2.10 The Supplier shall appoint a single point of contact for any security issues i.e. a senior manager or CIO responsible for security.

2.11 When requested by BT, the Supplier shall make available for review the Supplier's Disaster Recovery Plan with respect to this Contract and recovery plan exercise, practice, rehearsal or drill results.

2.12 The Supplier shall make available for review the Supplier's operational procedures relevant to this Contract to determine the Supplier's compliance with BT Security Policy.

2.13 The Supplier shall conduct recruitment checks, subject to the restrictions (legal or otherwise) and customary practices applicable in the jurisdiction in which the recruitment checks are conducted, to comply with BT Human Resources Policy found in Appendix 2 of this

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IN CONFIDENCE

Schedule and supply BT with documentary evidence of such checks as and when requested by BT.

2.14 The Supplier shall notify the BT Security Contact of any changes to its Access method through the firewalls, including the provision of network address translation.

2.15 The Supplier shall notify BT immediately should any Contract Personnel be removed for any reason whatsoever from this Contract thus enabling BT to disable, transfer or modify the access rights to systems and information.

2.16 The Supplier shall not (and, where relevant, shall procure that any Contract Personnel shall not) without the prior written consent of the BT Security Contact connect any equipment not supplied by BT to any BT LAN port.

2.17 The Supplier shall inform the BT Security Contact immediately upon its becoming aware of any actual or suspected unauthorised Access or misuse of BT Systems or BT Information or breach of any of the Supplier's obligations under this Condition.

2.18 The Supplier consents to BT's gathering information relating to Access. This information may be collected, retained, and analysed to identify potential security risks and may include, but is not limited to, trace files, statistics, network addresses, and the actual information or screens accessed or transferred.

2.19 The supplier shall ensure that all BT information, contract personnel and networks involved with this contract are logically and physically separated in a secure manner from all other information, personnel or networks created or maintained by the Supplier.

3 ACCESS

3.1 BT allows (so far as it can and is able to do so) the Supplier, while the Supplier is Authorised Access solely for the Purposes.

3.2 In relation to Access, the Supplier shall (and, where relevant, shall procure that all Contract Personnel shall):

(a) ensure each individual user has a unique user identification and password known only to such user.

(b) promptly provide to BT such reports as BT shall from time to time require concerning the Supplier's use and security of Access and any related matters.

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(c) ensure that physical access to computer equipment having Access or storing or having access to BT Information is password-protected to reflect the Supplier's obligations.

(c) ensure onward bridging or linking to BT computer systems is prevented unless authorised by BT and complies with Security Standards as defined in the BT Security Policy.

(d) ensure no viruses or malicious code (as the expressions are generally understood in the computing industry) are introduced to and that there is no corruption of BT Systems or BT Information.

4 SECURITY REVIEW

4.1 The Supplier is cognisant of BT's requirement to carry out regular assessment of Supplier's compliance of BT Security Policy which would include all elements of physical and logical audits, penetration testing and items listed in Clause 2 and 3 above of the Supplier's Systems ("Security Review"). The Supplier shall facilitate this assessment by permitting BT to collect, retain and analyse information to identify potential security risks and may include but not limited to trace files, statistics, network addresses and the actual information or screens accessed or transferred.

4.2 In the event, BT identifies a threat, to the confidentiality, integrity or availability of BT Information in Supplier's Process or Systems, Supplier shall promptly correct any threat of security risk in the Supplier's Process or Systems that is revealed in the Security Review, as soon as reasonably practicable under the circumstances.

4.3 Supplier shall co-operate in any Security Review, providing reasonable access, accommodation, facilities and assistance to BT employees all Supplier's Systems as reasonably necessary to verify the integrity of security of Supplier's Systems including permitting interview of any sales, engineering or other operational personnel of Supplier to ensure compliance of BT Security Policy to Supplier's premises.

5 TERMINATION

5.1 In the event, the Supplier fails, neglects and/or refuses to rectify the Security Risk as identified in the Security Review during the Term of the Contract within thirty (30) days of written notice of such breach from BT, BT may terminate this Contract for material breach without prejudice to any other rights BT may have against the Supplier under this Contract for breach and/or default.

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5.2 The Supplier shall indemnify BT from and against any third party costs, losses, damages, proceedings, claims, expenses or demands incurred or suffered by BT which arise as a result of third party claims against BT as a result of this breach by the Supplier of its obligations under this Schedule;

provided that Supplier shall pay all such damages, costs and expenses arising from such claim as finally awarded against BT to such third party by a court of competent jurisdiction after all appeals have been exhausted or at the time of a final settlement of such claims or final award or out of court settlement, if applicable, subject to the terms set forth in Paragraph 33.11 and 33.12.

6 RIGHTS AFTER TERMINATION

If the Supplier has during the course of the Contract received Information in a recorded form from BT (or has recorded received Information), the Supplier shall return or destroy such records upon:

(a) expiry or termination of the Contract; or

(b) upon earlier request unless such records are part of the Services.

7 ACCESS TO SUPPLIER SYSTEMS

7.1 If Contract Personnel is granted access to the Suppliers Systems that hold, process or access BT Information the Supplier shall:

a) ensure each individual Contract Personnel has a unique user identification and password known only to such user for their sole use.

b) promptly provide to BT such reports as BT shall from time to time require concerning the Supplier's use and security of access to Supplier Systems.

c) allow access to BT Information and application system functions in Supplier System to the minimum required to enable the Contract Personnel perform their duties.

d) allow access to Contract Personnel holding or accessing BT Information using a secure login process.

e) establish formal procedures to control the allocation and de-allocation of access rights to Contract Personnel who have access to BT Information and/or system functions

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f) ensure that the allocation and use of powerful privileges and access to sensitive tools and facilities in Supplier Systems are controlled and limited to only those users who have a business need.

g) ensure that the allocation of user passwords to Supplier Systems that hold or access BT Information is controlled through a formal auditable management process.

h) conduct regular reviews of user access rights.

i) ensure that remote and home working activities are only permitted where authorised by BT and subject to appropriate security controls within the Supplier's organisation including but not limited to remote access by users is subject to strong authentication.

j) demonstrate that users follow good security practices in the management of their passwords.

k) ensure that a password management system is in place to provide a secure and effective interactive facility that ensures quality passwords.

l) ensure that user sessions are terminated after a defined period of inactivity.

m) ensure that audit logs are generated to record user activity and security-relevant events.

n) ensure that monitor audit and event logs is performed by Supplier's staff independent of those users being monitored.

o) make available audit logs where required by the requirements in the Order to BT for review.

p) use encryption techniques ( as a minimum 3 DES 128 bit) to protect the confidentiality and integrity of sensitive information.

q) harden all systems holding, processing or accessing BT Information to BT standards (available from the BT Standards web site on request).

r) ensure that development, test and live environments are segregated from the other work areas in Supplier's buildings.

s) implement controls to detect malicious software and protect against the malicious software...

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IN CONFIDENCE

7.2 The Supplier must demonstrate that Contract Personnel who hold and use data on PCs and mobile computing devices are responsible for ensuring that the PCs and mobile computing device are protected from unauthorised access. BT Information with classification "In Confidence" and above information must be encrypted on all mobile computing devices

7.3 The Supplier shall ensure that all Supplier Systems have formal security incident management procedures with defined responsibilities.

7.4 Any un-authorised software is identified and removed from Supplier Systems holding, processing or accessing BT Information.

7.5 Access to diagnostic and management ports as well as diagnostic tools must be securely controlled to BT's reasonable satisfaction.

7.6 Access to audit tools must be restricted.

7.7 Enhanced independent code reviews are be performed (including penetration testing) on all Supplier Systems.

7.8 Supplier's servers must not be deployed on un-trusted networks without appropriate security controls.

7.9 Changes to any Targets must be controlled and subject to formal change control procedures. All documentation relating to Targets must be protected from un-authorised access or amendment.

7.10 Security procedures and controls must be used to secure equipment holding, accessing or processing BT Information used in Supplier Systems but outside the Suppliers premises.

8 BUSINESS CONTINUITY

8.1 When requested by BT, the Supplier shall make available for inspection the Supplier's business continuity plan and disaster recovery plans with respect to this Contract and recovery plan exercise, practice, rehearsal or drill results.

8.2 The Supplier must demonstrate that they have conducted a thorough business impact analysis and risk analysis which takes an holistic view of possible disruption to their ability to meet BT's business requirements on the occurrence of a force majeure event that has or is likely to have an effect on the Services or on

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IN CONFIDENCE

the occurrence of disaster from natural or man made incident that affects their ability to provide Service from the primary location and/or site. Consideration of the following 8 dimensions of their operations should be demonstrable to BT.

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IN CONFIDENCE

8.3 

     ASPECT OF
     CORPORATE
    RESILIENCE                  EXAMPLES OF RISKS (BUT NOT EXCLUSIVELY)
-------------------   ----------------------------------------------------------
NETWORKS              Single points of failure or nodes which are insufficiently
                      protected, either physically or with disaster recovery
                      solutions

SYSTEMS               a critical system which is supported from only a single
                      building, has no disaster recover fall back capability,
                      has no feasible workaround if down, running on unsupported
                      software or is supported by only a very few people with
                      highly specialised skills.

PEOPLE AND PROCESES   a critical process can only be operated by a few people
                      with specialist skills or knowledge; people operating in
                      areas with environmental or civil unrest threats

PROPERTY              A key process can be operated from only one or two
                      specific locations; the building/site is of sub-standard
                      construction or poorly maintained or there is an
                      environmental hazard to buildings (nearby danger of fire,
                      flood, civil disturbance, traffic congestion preventing
                      access etc)

SUPPLY CHAIN          A dependency on a single supplier for a service/product
                      without which the service/product could not be (this
                      includes internally traded services/products) delivered to
                      time and quality that BT expects.

DATA                  Information necessary to support BT business is poor
                      quality, not sufficiently available or not sufficiently
                      secure

CUSTOMERS             Will the business be able to survive the loss of a major
                      contract or conversely deliver on a significant increase
                      in business without loss of quality?

8.4 Supplier must produce a report of risks resulting from a business impact analysis/risk assessment ("BIA/RA") which is supplied to BT in a form defined by BT at the time such that it is suitable for inclusion in the BT risk review process.

8.5 For risks of a severity level which is determined by BT at the material time, the Supplier must be able to show a plan to mitigate the risk within a time period agreed with BT.

8.6 The Supplier must produce an end-to-end business continuity plan for all key processes supporting BT within a single framework of business continuity. The plans for all key buildings which buildings from where Services are provided with

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IN CONFIDENCE

associated risk assessment and fallback exercise results must be available for BT to inspect.

8.7 The Supplier's business continuity strategy should be compliant with BS25999 or an equivalent local country standard. Supplier has a continued focus on strengthening the resiliency of its business. To that end, Supplier has a Risk Management Team focused on business continuity. Supplier has also engaged with a leading third party risk management consulting firm to assist Supplier to build a standards based business continuity framework in alignment with the new BS 25999 standard. As the BS25999 standard has only recently become finalized, Supplier has already established a goal to become compliant with the recently finalized BS25999 by December 31, 2007.

Supplier is currently ISO 27001 certified. This certification ensures compliance with not only information security but also business continuity best practices.

8.8 The Supplier must be able to demonstrate that business continuity is embedded in its culture through regular communications and ensuring ownership within operational teams as well as through central co-ordination.

8.9 The Supplier's BIA/RA and business continuity plans must be reviewed, maintained and tested regularly (at least annually). The results of such review and testing must be available to BT on request.

8.10 The Supplier must be able to demonstrate that any partner companies, sub-contractor, outsourcing agencies or other suppliers on which it depends to deliver BT requirements are resilient and have a similar and sufficient degree of business continuity requirements as are imposed on the Supplier by this Contract. These processes shall include incident reporting including internal escalation within the Supplier's company, together with immediate escalation and reporting of defined events to BT in accordance with the Schedule headed "Governance".

8.11 The Supplier shall immediately notify BT Security Contact if it becomes aware of anything that may have a material adverse effect on the Supplier's ability to perform its obligations under this Contract or is experiencing an incident of a severity where it is judged that it is possible that BT business may be impacted.

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IN CONFIDENCE

8.12 The Supplier must be able to demonstrate a robust incident management strategy which must be regularly exercised. The BT Security Contact must be notified of planned exercises to give BT the opportunity to attend and observe these exercises as appropriate, and the results of such exercises made available to BT.

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IN CONFIDENCE

SCHEDULE 4 APPENDIX 1 - BT SECURITY POLICY

[***]

[***]

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IN CONFIDENCE

SCHEDULE 4 APPENDIX 2 - BT HUMAN RESOURCES RECRUITMENT POLICY

1. SUPPLIER'S SELECTION PROCESS

The Supplier shall:

1.1 Confirm that, as a minimum requirement, their recruitment policy and processes align with BT's pre-employment checks, policy and processes, in particular in relation to basic ID checks, references, health declaration and criminal convictions, as detailed below;

1.2 Warrant that the Contract Personnel provided to perform Work under the Contract meet, and continue to meet for the duration of their assignment under the terms of this Contract, BT's minimum pre-employment requirements;

1.3 ensure that no individual who has previously held a BT contract of employment, and has left BT on redundancy terms, is assigned to a BT Work Package in the same capacity (grade or job type) or location that they were employed in on their last official day with BT. In any event, where any person who has taken redundancy from BT is assigned back to BT through the Supplier, a minimum of 28 days must have elapsed between their last official day with BT and the first day of assignment to BT.

1.4 Provide BT with documentary evidence of the requirements detailed herein on request from BT.

2. VETTING OF CONTRACT PERSONNEL

2.1 The Supplier shall ensure that the following checks have been undertaken prior to contract personnel being assigned to the Contract. Full details shall be retained on file and made available to BT at BT's request.

A) IDENTITY - to be verified by current Photographic ID such as current Passport or photographic Driving Licence.

B) PROOF OF RESIDENCE - verified by one of the following e.g. Utility Bill, National Insurance or Medical Card, Tenancy Agreement or equivalent.

C) RIGHT TO WORK IN THE COUNTRY THAT THE WORK IS TO BE PERFORMED - If Work is to be performed in the UK, the right to work must be verified in line with the Immigration and Asylum Act 1996 regulations and a valid Work Permit must be produced for non-UK nationals where there is no standard right of employment agreement in place.

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IN CONFIDENCE

For all other countries where Work is to be performed, the Supplier shall ensure that it meets any specific legal and or regulatory requirements as appropriate.

D) EDUCATIONAL AND PROFESSIONAL QUALIFICATIONS (IF REQUESTED BY BT AS PART OF A WORK PACKAGE) - The Supplier shall ensure that all documents presented by the Contract Personnel are original copies and that copies are held on file and available for inspection by BT on request.

E) CRIMINAL CONVICTIONS DISCLOSURE - Prior to an offer of employment being made, the Supplier shall ensure that all potential Contract Personnel sign a statement declaring whether they have any criminal convictions, or are subject to any ongoing criminal investigations. Where the individual makes any such declaration, the Supplier shall assess the situation and, if in any doubt, refer the application to BT for joint review and agreement.

In relation to Work performed on-site in the UK, the Supplier shall ensure that all contract personnel sign a Criminal Disclosure Certificate that has been issued within the past two years. If the Supplier fails to ensure that Contract Personnel do not meet this requirement within 30 days of the start of the assignment, BT shall have the right to remove such personnel from the Contract without prior notice and the Supplier shall be liable for providing a replacement at its own cost.

F) HEALTH DECLARATION - The Supplier shall ensure that potential Contract Personnel sign a health declaration form sufficient to enable a full assessment of health to be undertaken by the Supplier.

2.2 BT shall have the right of access to all documentation relating to the recruitment process and to appoint a BT representative to assist and/or monitor the recruitment process e.g. interview selection, on request.

2.3 The Supplier shall complete a summary checklist confirming that all the above checks have been made, and appropriate documentation (original) has been evidenced and copies held on file. The summary checklist shall include as a minimum:

- Candidate Name.

- Line Manager.

- Vacancy Job Title and BT Work Package, Purchase Order or Project name.

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IN CONFIDENCE

- Photographic proof of identity.

- Proof of residence.

- Proof of right to work.

- Educational and professional qualifications.

- Criminal Convictions Disclosure completed and signed.

- Health Declaration completed and signed.

- Signature and full details of duly authorised Supplier representative to verify the above.

2.4 The Supplier shall ensure that all Contract Personnel assigned to this Contract are contractually obligated, under their conditions of employment, to notify the Supplier immediately of any material change in their personal circumstances that may impact on the status of their employment including, but not limited to, for example: criminal convictions and/or cases pending, health declaration, right to work in the country where Work is to be performed etc..

3. REFERENCING

3.1 The Supplier shall follow the referencing procedure outlined below at all times. Each item must be viewed as progressive, failure to comply with each item, in order shown, shall result in rejection of a potential assignee to the Contract. All Contract Personnel shall be fully referenced by the Supplier for a period of 3 years in writing.

a) Exceptionally, and only by agreement with BT, where BT requires contract personnel at short notice (and this cannot be done prior to commencement of assignment) the Supplier must ensure that verbal references are taken and recorded on file, specifying name of referee, date reference was taken, responses given and the name of the consultant who took the reference. BT reserves the right to request evidence that verbal references have been taken.

b) The Supplier shall undertake an interview to establish the background of the potential Contract Personnel to BT. The Supplier shall investigate the individual's employment history, including previous employers, nature and periods of work or unemployment e.g. student's, housewife or receiving government benefit. If the Supplier is not fully satisfied at the time of interview and the information given cannot be substantiated, then the Supplier must reject the individual from being assigned to the Contract.

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IN CONFIDENCE

c) The Supplier shall follow up the individual's references by requesting written confirmation from previous employers. The only exception to this shall be where the previous individual's employer(s) has been declared as bankrupt. If this is the case, the Supplier shall seek further employment references and verification of character.

d) Where a character/personal reference is sought, the Supplier must ensure this is obtained from a person with an authoritative status such as that of a professional or managerial nature. These references shall be verbally verified, such verbal verification being appropriately recorded and held on file.

e) If the individual so assigned was a Contract Personnel for an existing client of the Supplier, the Supplier must seek to ensure the individual has been fully referenced in accordance with this clause. BT reserves the right to audit any of the above at any time, throughout the duration of the contract.

f) The Supplier shall complete a referencing certificate for all Contract Personnel assigned to the Contract. A copy shall be retained in the Contract Personnel's work record / personnel file to complete the audit trail.

4. QUALITY OF CONTRACT PERSONNEL

4.1 Skills and Experience

4.1.1 Contract Personnel must be willing to undertake the full range of responsibilities required by individual Work Packages/Purchase Orders and in accordance with the full terms and condition of this Contract.

4.1.2 It shall be the responsibility of the Supplier to provide personnel with the necessary skills, qualifications, experience and personal qualities in order that they are fully equipped to undertake the full requirements outlined in the job dimension and individual role as defined by the BT Work Package/Purchase Order.

4.1.3 The Supplier must show a commitment to equal opportunities in their recruitment to all people meeting the requirements of the job irrespective of their race, religion, sex, age, marital status or disability.

4.1.4 All Contract Personnel shall be expected to demonstrate a high level of commitment and motivation to work well as part of a team, to be measured by periodic individual appraisals undertaken by the Supplier.

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IN CONFIDENCE

4.1.5 All Contract Personnel deployed against the Contract must meet the necessary standards of conduct and appearance as reasonably required by BT.

4.2 Individual Appraisals: The Supplier shall issue individual appraisals on its own forms, to measure the performance and progress of Contract Personnel. These forms shall be issued after the initial 6 months period and then again at 12 months, and subsequently at twelve monthly intervals. If the assignment is of less than 6 months, an appraisal shall be issued at the end of the Assignment. The format and content of the Supplier's individual appraisal shall be approved and agreed with BT.

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IN CONFIDENCE

SCHEDULE 4 APPENDIX 2 ANNEX 1

IN STRICTEST CONFIDENCE

CRIMINAL DISCLOSURE DECLARATION

NAME ________________________________

ADDRESS _____________________________

Have you ever been found guilty by a court or court martial of any offence or is there any case against you pending?

Yes [ ] No [ ]

IF YES - PLEASE PROVIDE DETAILS:-

SIGNED:
DATE

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IN CONFIDENCE

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IN CONFIDENCE

SCHEDULE 5 - INTENTIONALLY LEFT BLANK

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IN CONFIDENCE

SCHEDULE 6 - IT SERVICES

1 SCOPE OF WORK

1.1 The Supplier shall provide a range of IT Services to BT, and to any BT programmes without restriction to group or division under this Contact. Supplier shall thus have the right to provide IT Services to, or for, all BT programmes. Specific requirements and terms of any engagement shall be detailed in individual Statement of Requirements or Work Packages that may be agreed from time to time during the Term of the Contract."

1.2 

Software Product Maintenance and Support   IT related Professional Services
----------------------------------------   -------------------------------------
-    2nd and 3rd line Software support     -    3rd party software development
-    Applications support                       services
-    Database administration               -    Applications management
-    Databuild                             -    Business analysis
-    Helpdesk                              -    IT consultancy
-    Software maintenance                  -    IT programme management
                                           -    IT project managements
                                           -    Systems integration
                                           -    Technical specialists
                                           -    Validation, Verification and
                                                testing (VV&T services)

1.3 INTENTIONALLY LEFT BLANK

1.4 The Work shall be performed subject to BT's Statement of Requirements and the Terms and Conditions of the Contract, including BT Generic Standards and BT Security Requirements.

2 ORDERING PROCESS

2.1 BT specific requirements for provision of IT Services under the Contract shall be detailed in individual Statement of Requirements produced by the BT project manager.

2.2 At BT's request, the Supplier shall provide a formal quotation, in line with the overall Terms and Conditions of the Contract, for the provision of Services detailed in the individual Statement of Requirements. Such quotations shall bear a unique reference for identification purposes.

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IN CONFIDENCE

2.3 For any time and materials ("T&M") based RFQ's, pricing information must be provided by the Supplier using the pricing template attached at Appendix 1 along with any supplementary information.

2.4 For any fixed price ("FP") based RFQs, pricing information must be provided by the Supplier using the cost information template in Appendix 1.

2.5 Where the Supplier submits a quotation for a Requirement which falls outside of the maximum prices outlined in paragraph 4 above, the Supplier shall provide detailed reasons supported by detailed costings.

2.6 A request from BT for a quotation (RFQ) shall not constitute an offer by BT to enter into a Contract for provision of Services, but is an invitation to the Supplier to submit a proposal to BT.

2.7 The Supplier's proposal in response to a RFQ shall constitute an offer to BT, which shall be open for acceptance by BT for a period of 90 days from the date of the proposal.

2.8 In the event that BT accepts an offer, BT shall formally notify the Supplier by issue of an individually numbered Purchase Order. No commitment shall be deemed to have been made by BT prior to the issue of a Purchase Order, duly authorised by BT Corporate Procurement Partners.

2.9 In the event that BT rejects an offer, then BT shall not have any liability for any costs incurred for work done by the Supplier in preparing a proposal in response to a RFQ.

2.10 Work carried out under an individual Purchase Order may be terminated in accordance with the Condition headed "Termination". Termination of Work carried out under individual Purchase Orders shall not affect the status of Work carried out or to be carried out under other Purchase Orders let under the Contract.

2.11 The Work shall be performed subject to the BT Statement of Requirements and the terms and conditions of this Contract.

3 GENERIC CONTRACT PERFORMANCE REQUIREMENTS

3.1 BT's project specific performance requirements shall be defined in the individual Work Package where required.

3.2 BT and the Supplier shall agree on Service Level Agreements (SLAs) in the Work Package which may provide for liquidated damages/remedies upon failure to comply with the SLAs as agreed to by the parties in the Work Package.

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IN CONFIDENCE

3.3 BT requires the Supplier to measure, document and report performance monthly

3.4 Persistent Failure by the Supplier to meet Performance Requirements or project specific SLA's as stated in the Work Package, , shall result in the Supplier being in breach of Contract (but not necessarily material breach) and BT shall be entitled to recover Liquidated Damages in accordance with the Condition of Contract entitled Default and Liquidated Damages. Where BT contributes to any delay or failure of the SLA, project time-scales will be revised to take account of the impact of BT's contribution to the delay or of the failure of the SLA. Liquidated Damages will then be recalculated to take into account BT's contribution to the delay.

4 MANAGEMENT INFORMATION

In addition to the Performance Monitoring reports and Governance reporting, the Supplier shall provide the following information to the BT Commercial Contact on a monthly basis in the format advised by BT:

- Performance against budget - including total billed to date by project and job, balance outstanding against order value by project and job, value of any applicable discounts;

- Number of contractors compared to the Supplier's FTE by project;

- Meetings with BT project managers and new prospects discussed;

- Resource utilisation - including total number of resource deployed by project;

- Churn of resource against BT projects

- Projects/Work in delay;

- Status reports on skill-sets register.

5 HOURS OF SERVICE

5.1 Unless otherwise specified in the Statement of Requirements or Purchase Order, the Supplier may provide the Services during the normal offshore working day.

5.2 Where there is an operational need identified in the Statement of Requirements for Work performed offshore to be performed according to UK Working Day hours this will be at no extra charge to BT.

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IN CONFIDENCE

6 THIRD PARTY SOFTWARE LICENCE

The Supplier will provide generic hardware and all software required for performance of the Services subject to the terms of Supplier's Hardware and Software Policy to be provided by Supplier and mutually agreed upon by BT and Supplier.

6.1 In the event, the Supplier does not have the relevant licences; the Supplier shall use reasonable endeavours to procure the relevant licences with immediate effect to enable them to discharge their obligation during the performance of the Services for BT. All cost sustained in procurement of these licences shall be borne by the Supplier being part of its obligation under this Clause, or as agreed in writing by the parties.

7 QUALITY REQUIREMENTS

7.1 The Supplier shall work to a Quality Management System that meets the requirement of BS/ISO9000 or equivalent, such as CMMiL3 or above. A body approved by any of the National Accreditation Councils must issue the certificate, if applicable.

7.2 BT requires its Suppliers to have recognised industry specific quality accreditation (e.g. SEI CMM, ISO TickIT. BS15000). The Supplier shall provide details of its current accreditation.

7.3 The Supplier will carry out and be able to supply evidence of periodic quality checks (at least quarterly) to ensure the consistency of delivery of the Supplies, and the provision of management information as agreed.

7.4 If the Supplier, having had at the Commencement Date a Quality Management System certified to comply with the requirements of BS/ISO9001 (EN 29001 or other equivalent) by an accredited certification body, ceases to maintain the certification, then the Supplier, for avoidance of doubt, shall be in breach of the Contract. (This shall also apply to any sub-contractors that may be used).

7.5 At the end of each Work Package the supplier will carry out and document an End of Stage assessment and, following live implementation, will contribute to the Post Implementation Review (PIR). Lessons learnt for both reviews must be applied to future work packages.

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IN CONFIDENCE

8 PRICING AND PRICING ARRANGEMENTS

8.1 In consideration of the Supplier undertaking the Work, BT shall pay the Supplier such amounts as specified in the Purchase Order.

8.2 For T&M based Work, the amount to be paid by BT for the Work shall be calculated in accordance with the day-rates, expenses and discount formula set out in the agreed Pricing Schedule.

8.3 For T&M based work, the Supplier's quotation in response to a RFQ from BT shall map resource to be utilised for the Work to the Skills Framework for the Information Age (SFIA) skills categories and levels, including day-rates contained in the Pricing Schedule and the quantity of resource to be utilised for the Work.

8.4 For fixed price based work, the Supplier, on BT's request shall provide adequate information as to allow BT to validate the quoted price, to ensure that the price for such fixed price work is fair and reasonable. The information that would be provided could include effort breakdown or a level of price breakdown, rates applied, price for third party components
e.g. hardware, third party software, risk provisions etc. Any request for such information by BT shall be made prior to the award of work to the Supplier. For the avoidance of doubt, BT is not entitled to request information regarding Supplier's internal cost structures and / or information related to the Supplier's margins or information that attempts to achieve such result.

8.5 For the Supplier to accept entirely the necessity of this Contract to deliver value for money for BT whilst at the same time enabling a fair return to the Supplier. Supplier shall demonstrate value for money and the Supplier shall work closely with BT prior to Work Package and or Purchase Order award to develop an appropriate mechanism which may include one of the following: Benchmarking, SLA, Performance Scorecard or Partnership Scorecard according to Contract Performance Requirements, value for money model etc., and during the life of the Contract to report on performance against the chosen methodology

9 NOT USED

10 PRICE SATISFACTION

10.1 Where any Work is undertaken by the Supplier on a non-competitive basis, the Supplier undertakes to provide information in accordance with Appendix 1.

11 INTENTIONALLY DELETED

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IN CONFIDENCE

12 CONTINUOUS IMPROVEMENT

12.1 Maintenance and support contracts will target year on year price reductions through efficiency gains. The Supplier shall demonstrate and detail how this will be achieved for the following Financial Year 2 months prior to the beginning of the following Financial Year.

12.2 On an individual Work Package basis BT may require the Supplier to provide to BT a Performance Indicator (PI) for the ensuing year on or before the first anniversary of the commencement of any Contract, and on each successive anniversary for the duration of the Contract. The PI shall be a stretching, but achievable objective that represents an improvement over the Performance Target.

For each successive year for the duration of the Contract following the first anniversary of the commencement of the Contract, the Supplier's actual achieved performance shall be calculated as an average of such performance in each component eight quarters) and where such performance so calculated exceeds the relevant Performance Target that Performance Target shall be amended to the actual achieved level.

13 EXIT TRANSITION CO-OPERATION

13.1 If the Contract is terminated by BT pursuant to Clause 5 (Performance Monitoring) above, or not renewed with the Supplier beyond the initial Term, and if required by BT, the Supplier shall co-operate fully with BT and with any third party nominated by BT, at no additional cost to BT, except for undisputed invoices, in facilitating the provision of Replacement Work. Such co-operation shall include, without limitation:

13.1.1 the supply by the Supplier of such Supplier's Background Information as is reasonably necessary to enable Replacement Work to be provided in a similar manner to that in which Supplies had or should have been provided by the Supplier, subject to the confidentiality provisions of the Contract; and

13.1.2 the granting by the Supplier to BT or, at BT's option, a third party, of a licence to use such Supplier's Background Information solely in relation to the provision of Replacement Work for a period expiring five years after the date of termination (or part termination) of the Contract; and

13.1.3 the undertaking by the Supplier of reasonable endeavours to procure for BT or BT's nominated contractor the grant or

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IN CONFIDENCE

transfer of all licences and permissions under third party Intellectual Property Rights which may from time to time be reasonably necessary for the provision of Replacement Work to the extent that such third party Intellectual Property Rights have been used in the provision of Supplies by the Supplier.

13.2 For the purpose of this clause (Transition Co-operation) "Supplier's Background Information" shall mean all Information owned or controlled by the Supplier or companies in the same group (as defined by s.53 Companies Act 1989) as the Supplier.

13.3 To ensure a smooth transition at the end of the Contract, BT requires the Supplier to maintain Documentation relating to the processes and procedures used in the execution of the Contract for the Work for the lifetime of the Contract.

13.4 For the avoidance of doubt, such Documentation shall be subject to the Condition titled Intellectual Property of the Conditions of Contract schedule.

13.5 Where the Supplier is the gaining Supplier:

13.5.1 As part of any such transition, BT may require the gaining Supplier to act initially as the Prime Contractor and take full contractual responsibility for provision of the Work, prior to the losing Supplier being managed out.

13.5.2 The Supplier shall complete transition of the Work within 3 months of the commencement of the Work

13.5.3 Where the Supplier is transitioning Work from an incumbent supplier (this could be BT or another external supplier to BT), the Supplier shall detail the support requirements needed from the incumbent supplier to complete the transition. This should include but not be limited to: number and type of resource, period required, location, availability etc.

13.5.4 The gaining Supplier shall be responsible for the continuity of service and management of any resultant transition when gaining new Work either from BT or an existing 3rd party Supplier.

13.5.5 Transition of new Work shall be at the gaining Supplier's risk and expense.

13.5.6 The gaining Supplier will be required to provide a top level plan which shall address the following areas:

- Key dates/timescales

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IN CONFIDENCE

- Documentation

- Sharing/release of information

13.6 Where the Supplier is the losing Supplier:

13.6.1 shall commit to working with BT's gaining Supplier to ensure successful transition of Work in the event of them not being retained as BT's Supplier for a specific area of Work.

13.7 Any transition related costs shall be subject to audit and validation by BT.

13.8 The Supplier agrees to vacate BT's premises within a reasonable period and deliver to BT those BT assets in the Supplier's custody.

13.9 The provisions of sub-clause 6.1. above shall survive the termination of the Contract.

14 EXIT COSTS

14.1 In some cases the Supplier may be required to transition Work to BT or another external supplier to BT. Where the existing contractual arrangement for the Work allows or does not prohibit exit charges, the Supplier shall include detailed exit costs and an exit strategy plan within their quote for each Work Package.

15 ACCEPTANCE

15.1 In this Condition:

"Acceptance Test(s)" means formal testing to determine if the Supplies satisfy the criteria for Acceptance for BT to Accept the Supplies or any part of them, including without limitation, any First Repeat Test or Second Repeat Test as defined in this Condition.

"Certificate of Service" means a certificate issued by BT in respect of Supplies or any part of the Supplies, which, although having failed to pass the Acceptance Tests, BT requires to be put into commercial service. "Commercial Service" shall be construed accordingly.

15.2 The Supplier shall provide BT with written Acceptance Test methodology in respect of the Supplies on or before [as agreed in Work Package and/or Purchase Order]. BT shall approve or reject such methodology within 14 days of receipt. If rejected, the Supplier shall

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IN CONFIDENCE

amend the methodology as necessary until approved by BT (such approval not to be unreasonably withheld).

15.3 Supplies shall not undergo any Acceptance Test until:

(a) Supplies have passed any required off-site tests;

(b) the Supplier can demonstrate to BT's reasonable satisfaction following its own testing that the Supplies should pass the Acceptance Tests;

(c) BT has approved the Acceptance Test methodology; and

(d) any required inter-working is achieved and combinations of hardware and software have been fully integrated and proven as a system.

15.4 The Supplier shall give at least 14 days written notice to BT of Supplies being ready for Acceptance Tests.

15.5 Acceptance Tests shall take place in the presence of BT's nominated representative(s).

15.6 If Supplies pass the Acceptance Tests, BT shall issue to the Supplier an Acceptance certificate, which shall, if Supplies are being tested severally, not constitute an admission that Supplies have been completed in every respect. The Acceptance procedure shall be repeated for each portion of the Supplies.

15.7 If any Supplies fail the Acceptance Test:

(a) BT shall notify the Supplier in writing accordingly within 10 days of completion of the tests, stating the reasons for the failure; and

(b) the Supplier shall promptly make such alterations to Supplies as are necessary to pass repeat Acceptance Tests within 10 days of such notice ("the First Repeat Test"); and

(c) if Supplies fail the First Repeat Test, the Supplier shall promptly make such further alterations to Supplies as are necessary to pass a further repeat Acceptance Test ("the Second Repeat Test") within 10 days of notice of failure of the First Repeat Test.

15.8 If any Acceptance Test is not completed by the due date, or Supplies fail the Second Repeat Test, BT may (at its option):

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IN CONFIDENCE

(a) bring Supplies into Commercial Service at any time and/or claim liquidated damages for delayed Supplies as set forth in the Work Package; or

(b) terminate the Contract from the date specified by written notice to the Supplier.

15.9 If any Acceptance Test is not completed by the due date or Supplies fail any Acceptance Test, BT shall, upon giving written notice to the Supplier, have access to Supplies for its own testing and evaluation purposes but shall take reasonable care not to hinder the Supplier in achieving Acceptance, although the Supplier shall be responsible for any delay.

15.10 If Supplies fail any Acceptance Test, BT may put them into Commercial Service and issue a Certificate of Service, which shall include a list of remaining portions of Supplies and all relevant deficiencies to be remedied by the Supplier as are then known to BT.

15.11 Supplies put into Commercial Service on any date:

(a) benefit from the provisions of the Condition headed 'Warranty' as if the period of such warranty had commenced on such date and had been extended by the period between such date and Acceptance of all Supplies; and

(b) shall be made accessible to the Supplier for remedial work to achieve Acceptance and be at the Supplier's risk.

15.12 During Commercial Service, the Supplier shall, if required by BT, and at the Supplier's own additional cost, work outside its normal working hours in order to remedy any deficiencies.

15.13 BT's rights under this Condition are without prejudice to any other rights or remedies it may have, and to any of the Supplier's obligations.

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IN CONFIDENCE

SCHEDULE 6 APPENDIX 1 (PRICING)

1. IT SERVICES PRICING PRINCIPLES

The following principles shall be applied to prices quoted by the Supplier for IT Services provided under the Contract. In order to demonstrate their compliance with these principles, the Supplier will provide information to BT to support their quotation, as applicable.

1.1. COST TRANSPARENCY

The Supplier shall provide corporate level general financial information as follows:

1.1.1. Subject to the confidentiality provisions in this Contract the Supplier shall provide the following information at a corporate level for benchmarking purposes. This shall be provided to the extent of the publicly available information as published in Annual and quarterly financial statements.

ELEMENTS

Revenues

Gross Profit

Sales & Marketing Expenses

General and Administrative Exp

Research & Development costs

Amortizations

Operating Income

(Note : Transparency / ensuring an appropriate price for individual projects is covered by Section 2.2)

1.1.2. All day rates shall be based on the Supplier's identified standardised Cost Recovery Assumption.

For the avoidance of doubt, Cost Recovery Assumption is defined as the number of days assumed by the Supplier that they will need to charge for the resource to fully recover the cost of the resource, including pay, benefits, overheads and margin. The Cost Recovery Assumption makes allowance for all leave entitlement, including annual leave, public holidays and casual leave, plus any training and sick

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IN CONFIDENCE

absence, where the Supplier cannot charge the customer for the resource.
[***]

All T&M engagements shall use a common currency of Person-days of effort. Person-days of Effort shall mean the total number of days required to successfully deliver the Work Package, irrespective of the number of resource used, inclusive of any shift working or overtime.

1.2. VALUE FOR MONEY

For each proposal it presents the Supplier shall demonstrate the value of its offer to BT:

1.2.1. For fixed price ("FP") based Work, BT may assess the value of the Supplier's offer by benchmarking the Supplier's quotation to a comparable T&M based price, [***] with an expectation that FP Work will be price beneficial to BT. In accordance with clause 8.4 in Schedule 6 the Supplier will cooperate with BT in providing sufficient information for BT to assess the value of the Supplier's offer.

1.2.2. The Supplier shall co-operate with BT to provide world class pricing and value for money in accordance with the Condition titled Best Price in Schedule 6 of the Contract;

1.2.3. [***]

1.3. 90:10 PRINCIPLES

All projects will maximise off shore resource to provide the most cost effective pricing and explain the justification for on-shore resources at the time of, and as reflected in, the quote submission or Work Package.

1.3.1. For time and materials ("T&M") based Work, the Work shall be based on an assumption that [***]% of the Supplier's overall engagement on Work under the Contract, by resource numbers, shall be performed offshore ([***]). Exceptions to the [***] principles may be agreed by the parties on a case by case basis at the time of agreement of the applicable Service.

1.4. SHORT-TERM ONSHORE WORK

1.4.1. Where the Supplier cannot perform the work within the planned onshore resource allowance as agreed between the parties in a Work Order due to unplanned exigencies or emergency requirements, and required placement of resources for short period Onsite, [***]

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IN CONFIDENCE

1.4.2. The total cost for the onshore assignment shall not exceed the published onshore T&M rate of the resource for the duration of the assignment.

1.4.3. The Supplier shall be responsible for air travel and associated visa or work permit expenses

1.4.4. Short-term shall be defined as less than 1 month. Beyond 1 month, the resource allocations in the Work Order shall be modified through Change Control

1.5. All prices are to be in GB Pounds sterling and in line with Schedule 12
(Pricing)

1.6. YEAR ON YEAR COST REDUCTION

Maintenance and support contracts will target year on year price reductions through efficiency gains.

1.7 [***]

2. PRICING MODELS

BT may request the Supplier to provide a quotation based on one or more of the pricing models detailed below for any Work Package requirement.

The Supplier should provide a quote on the basis of the pricing model identified by BT, but may offer an alternative model for consideration by BT in addition to that requested by BT.

2.1. TIME AND MATERIALS BASED PRICING

2.1.1. The Supplier shall provide a rate card based on a standard definition of roles, mapped to the Skills for the Information Age (SFIA) matrix in terms of Category, Sub-Category, Skill and Level. The rate card shall detail day rates for all roles that may be provided by the Supplier under the terms of the Contract. The rate card shall be provided in the format shown in Table 1 below.

(For information on the Skills Framework for the Information Age (SFIA)

matrix please refer to the SFIA web-site at: http://www.SFIA.org.uk).

2.1.2. For T&M based pricing the Supplier's quotation shall use the rates specified in Supplier's Contract T&M rate card set out in Table 1 below. Such rates shall be the maximum rates that the Supplier may charge for T&M based Work under the Contract for the first Annual Period.

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IN CONFIDENCE

2.1.2.1. For Go To Market opportunities, the T&M rate card shall be regarded as indicative and the actual rates shall be agreed on an opportunity basis.

2.1.3. For individual T&M based quotations for work packages defined by BT, the Supplier shall:

2.1.3.1. provide a maximum ("Capped") price for complete performance of the Work as defined in the Work Package, excluding Change Control.

2.1.3.2. provide price build information to enable maximum price calculations for individual work packages; such information shall include the resource profile and cost for the Work, estimated business expenses, infrastructure charges (if applicable) and any specific chargeable items not included elsewhere;

2.1.3.3. provide pricing information in a standard T&M pricing template provided by BT;

2.1.3.4. provide pricing that ensure the overall engagement conforms to
[***] principles; subject to 1.3.

2.1.3.5. Provide a statement of the level of risk and flexibility, in percentage terms, that has been built into the Maximum price for the Work.

2.1.4. T&M based Work shall be charged only for the number of Person-days of Effort used in performance of the Work up to the maximum agreed Person-days of Effort for the Work Package. BT shall pay no more for the Work than the Capped Price estimated by the Supplier. Any change to the Capped Price for the Work shall be subject to review and prior authorisation by BT's Commercial Contact via change control.

2.1.5. All T&M rates to be exclusive of VAT and Business Travel and Expenses,[***]

2.1.5.1. [***]

2.1.6. All day rates shall be based on the principle of a professional working day, assuming a normal 8 hour working day;

2.1.6.1. [***]

2.1.7. For the avoidance of doubt, Business Travel and Expenses does not include travel to and from the normal place of work;

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IN CONFIDENCE

2.1.8. All Business Travel and Expenses shall be calculated in accordance with BT Policy for BT Business Travel and Expenses attached at Appendix 1;

2.1.9. Any onshore assignments for offshore resource of more than 3 months may be charged at onshore rates. [***]

2.1.10. The Supplier should clearly demonstrate how BT will benefit from any additional efficiency which is to be achieved, such as any economies of scale benefits that can be accrued from increase in volume of Work and resource provided, or revised scope of work.

2.1.11. Any T&M engagement is based on the team profile agreed with the BT Project Manager at the commencement of the Work. Unless the resource team had resource nominated as Key Personnel, the Supplier shall be responsible for maintaining the agreed team profile without increase cost to BT for the duration of the Work irrespective of any grade increase of the individuals providing the Work. In the event of renewal of the Work Package, no increase in grade of the roles within the team profile shall be permitted without prior agreement of the BT Project Manager.

2.1.12. BT shall expect the supplier to provide resource onshore for any hot housing associated with a 90 day development cycle. Such resource to be deployed in accordance with the Short-term Onshore Work principles [***].

2.1.13. In the event that the hothouse goes beyond [***] as a result of the Supplier's inability to deliver BT's requirements BT shall not be charged for the additional time [***].

2.1.14. In addition to this, the Air fare expenses and initial travel to Hot house location may be charged as expenses up to a maximum cap of [***] per person. Any higher amounts if incurred shall be charged with prior approval from BT.

2.2. FIXED PRICE

Where the Supplier provides a Fixed Price ("FP") quotation for a Work Package, the following shall apply:

2.2.1. For multi-year FP engagements, payments shall be made monthly in arrears;

2.2.2. For short-term FP engagements, payments shall be made in arrears against agreed deliverables;

2.2.3. All prices are to be fixed in Pounds sterling, and in line with Schedule
12 (Pricing)

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IN CONFIDENCE

2.2.4. Where the FP proposal covers a multi-year engagement, each price shall be detailed as shown in Fig. 1 

                                 TOTAL
FP        Q1    Q2    Q3    Q4    P.A.
------   ---   ---   ---   ---   -----
YEAR 1   L     L     L     L     L
YEAR 2   L     L     L     L     L
YEAR 3   L     L     L     L     L
TOTAL

2.2.5. Any items or services not included in the Fixed Price must be clearly identified, and pricing information detailed separately.

2.2.6. The Supplier shall provide sufficient data with each FP proposal for benchmarking purposes, to demonstrate adherence to the pricing principles defined in section 1 of this Schedule. Such information shall include:

2.2.6.1.1. total effort (in number of Person-days of Effort)

2.2.6.1.2. resource profile of team (in terms of numbers and roles)

2.2.6.1.3. risk/contingency assumptions included within the total number of days effort

2.2.6.1.4. offshore:onshore ratio of resource

2.2.6.1.5. Project Plan, Milestones, quality gates and Acceptance Criteria

2.2.6.1.6. A price breakdown including the following as applicable:

- Resource element

- Non-resource element

- Infrastructure element

- Risk margin

- Other elements

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IN CONFIDENCE

Table 1. [***]

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SUBJECT TO CONTRACT

BT POLICY FOR BT BUSINESS TRAVEL AND EXPENSES

GUIDELINES FOR CONTRACTORS PERSONNEL

The provisions of this policy and any information relating to it, e.g. rates and charges, are strictly confidential and subject to the confidentiality conditions of the Contract.

1. TRAVEL

The cost effectiveness and appropriateness of making the journey by air, sea, rail, or road should be considered.

Air

For journeys by air, STANDARD/ECONOMY CLASS SHOULD BE USED.

For journeys with carriers in Africa and for travel within Central and South America, travel should be first class where available.

The policy above sets out the class of travel to be used. Exceptionally where it is considered that a higher class of travel is appropriate, for example where it is operationally essential and the business need determines it is cost effective, this may be authorised by the BT Project Manager.

Rail & Ferry

For journeys by rail, STANDARD CLASS should normally be used. Exceptionally on 'InterCity' routes where a journey is being made at peak travelling time and is of at least two hours duration for each individual journey, the BT Project Manager may authorise first class travel in advance if it will provide significantly greater privacy and quiet for people working on the train.

First Class travel may also be authorised when:

- an overnight Sleeper is the most cost effective mode of transport and is as an alternative to an overnight stay

- upgrading during the journey is appropriate e.g. during transport difficulties, because of changes in travel plans and / or business needs or when standard class accommodation is full. Reasonable judgement should be made at the time

- special tickets are available which are at the same price or cheaper than standard class.

IN CONFIDENCE

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SUBJECT TO CONTRACT

- where the two hour journey criterion is not met but a person is joining a BT colleague, who is authorised to travel first class, to work on the train.

The cost of necessary seat reservations will be reimbursed.

For ferry travel advantage should be taken of multiple tickets where they are available.

Road

The shortest most practical route must be used for all journeys. Deviations from the route to pick up or drop off authorised passengers may be claimed. In addition to the appropriate rate of mileage, garaging, parking fees and tolls will be reimbursed. Receipts should be obtained wherever possible. Driving and parking fines and penalties will not be reimbursed.

Mileage Rates

Mileage may only be claimed for travel in connection with BT business specific to the Contract. [***]

Exceptionally, and only with prior line manager authorisation, higher rate mileage may be claimed for short journeys of less than 30 miles return. In these instances the following mileage rates will apply:

[***]

Hire Cars

Hire cars should be used only in connection with BT business specific to the Contract. Vehicles are not to be used for private purposes. However incidental private use is allowed e.g. to obtain a meal whilst working away from home. The business mileage fuel costs and hire charges incurred will be reimbursed.

Generally only vehicles up to 1.4 litres capacity should normally be hired. Vehicles with a greater capacity may only be hired where a justified business need is identified e.g. there are three or more passengers or significant luggage or equipment is to be carried or a particularly long motorway journey is involved.

Taxis

Taxis should only be used exceptionally, where due to the time of travel, nature of journey, personal safety considerations or the carriage of heavy luggage, public transport does not provide a reasonable option. To avoid surcharges and waiting time, taxis should not normally be pre-booked. Receipts should be obtained in all instances.

2. OVERNIGHT ACCOMMODATION

IN CONFIDENCE

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SUBJECT TO CONTRACT

The actual, reasonable receipted costs of hotel accommodation, breakfast and evening meal (table d'hote, hotel restaurant or equivalent) may be claimed. Personal expenditure such as bar bills, videos and newspapers will not be reimbursed.

For longer term stays, consideration should be given to more cost effective arrangements e.g. rented accommodation. In such cases, the principle of reimbursement of reasonable expenditure applies. Reimbursement may cover costs such as rent, council tax, utility charges and appropriate meals out.

3. OTHER EXPENSES

All other expenses including but not limited to the purchase of equipment or software, hospitality expenditure or any form of expenditure not directly incurred by the contractor must be claimed using the appropriate BT internal process.

4. AUDITING OF EXPENSES

The Supplier shall make available their full reconciliated monthly expense statements within 8 weeks of the end of the month in which such expenses have been incurred.

Evidence of expenses incurred for all amounts, mandatory for greater than L5, shall be made available for BT's inspection.

IN CONFIDENCE

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SUBJECT TO CONTRACT

SCHEDULE 6 APPENDIX 2 WORK PACKAGE TEMPLATE

Contains Guidance notes on putting together a Work Package. The sections highlighted pink are mandatory for completion.

CONTRACT NO: [__________]

SUPPLIER QUOTATION REFERENCE: [__________]

[TITLE] (the "PROJECT")

1. DEFINITIONS

[Please insert here any additional definitions used for the purposes of the Work Package. Those definitions set out in the Contract shall continue to apply.]

2. PROJECT BACKGROUND

[Provide a brief overview of the Project. This enables someone unfamiliar with the engagement to understand the context]

3. DESCRIPTION AND SCOPE OF SERVICES

3.1 TO BE COMPLETED BY BT [REFER TO STATEMENT OF REQUIREMENTS DOCUMENT IF PROVIDED SEPARATELY]

[Provide here full details of the Services (as that term is defined in the Contract) to be performed by the Supplier.

The Services must be described in enough detail so that someone unfamiliar with the Project could understand what both parties' obligations are.]

3.1.1 HOURS OF SERVICE

[BT should identify the Hours of Service including any week-end or Bank Holiday requirements (Indian and UK).]

3.1.2 SHIFT PATTERNS

[Shift patterns to be detailed as appropriate.

The BT Project team should include a high level process flowchart as appropriate.]

3.2 TO BE COMPLETED BY THE SUPPLIER AS PART OF THEIR RESPONSE.

3.2.1 UTILISATION OF SUPPLIER'S BACKGROUND INFORMATION

IN CONFIDENCE

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SUBJECT TO CONTRACT

[Supplier must set out details of the Supplier's Background Information that the Supplier believes it will utilise during the performance of the Services (and production of the Services/Deliverables) under this Work Package. In the event that the Supplier becomes aware, during the course of the Work Package, that additional pieces of Supplier's Background Information will be used in the provision of the Services/Deliverables the Supplier must draw these to BT's attention upon delivery of the Deliverables in question.]

3.2.2 TRANSFER OF DATA

In the event that the Services include cross-border data flows. Please note that:

(i) The Supplier must advise BT's Commercial Contact in writing, in advance, of the manner by which the Supplier intends to store or process BT Personal Data (Condition _____________);

(ii) This is particularly important if any of the BT Personal Data is to be exported outside the European Economic Area (Condition ______________), as defined in the Contract. ___________________ must notify BT in advance, in the relevant Work Package, of [Suppliers] intention to export BT Personal Data outside the European Economic Area;

(iii) BT must give its prior written consent to the exportation of BT Personal Data (i.e. any BT data, not just sensitive personal data) outside the European Economic Area (Condition ______________________)). Such consent must be confirmed in writing by BT prior to commencement of any Services through the execution of Appendix A as part of this Work Package.

IMPORTANT NOTE:

Please note that in the event of cross-border data flows the parties shall need to sign up to and agree to be bound by the EU Model Clauses at Schedule 3 to the Contract

[If this Work Package is likely to include Services that result in cross-border data flows please contact Group Legal Procurement Team for guidance.]

IN CONFIDENCE

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SUBJECT TO CONTRACT

4. DELIVERABLES AND TRAINING IN DELIVERABLES

4.1 SUPPLIER DELIVERABLES

[Provide full details of the Services (as that term is defined in the Contract) (if any) and Software (as that term is defined in the Contract) (if any) to be delivered by the Supplier as part of the Services. If there are no deliverables please state "No Deliverables/Software will be provided by the Supplier under this Work Package". It should be specified in the Work Package whether the Supplier is primarily responsible for Deliverable and where BT is primarily responsible, e.g. where the Supplier's role has been to "assist" or "support" BT.]

[If training in the Deliverable(s) is to be performed by the Supplier as part of the Services, then detail it here. If not applicable put "No training in the Deliverables will be supplied by the Supplier under this Work Package."]

4.2 BT DELIVERABLES

[Provide full details of the deliverables (if any) and software (if any) to be delivered by BT as part of the Services that the Supplier's Services are dependent upon. Also include details of BT and/or third party deliverables and software in Section 15 (BT Obligations).]

5. BT PROVIDED ITEMS

[Please insert details of any Equipment (as such term is defined in the Contract) that the Supplier is receiving from BT (including BT Supplied Items), documentation e.g. process documents, customer data, scripts etc.]

[Please also insert details of any Third party software that the Supplier is receiving from BT.]

[In addition please include details of any Work Package specific training that BT will provide the Supplier including duration, people numbers etc.]

6. SUPPLIER PROVIDED EQUIPMENT

[Please insert details of any Equipment (as defined in the Contract) the Supplier is providing to BT]

7. MAINTENANCE AND SUPPORT

IN CONFIDENCE

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SUBJECT TO CONTRACT

[If Maintenance and support of Deliverables is to be performed by the Supplier as part of the Services then detail here, if not applicable then put, "No Maintenance or Support for Deliverables created under this Work Package is provided by the Supplier under this Work Package."]

8. BT SYSTEMS

[You will need to ensure that BT has adequate LEAD TIME for it to provide all necessary Authorisation and related written consents regarding connection to BT Systems, prior to Project commencement. This is likely to take at least a week. Check with BT Project Manager on the security procedure to be followed to obtain Authorisation and continue to have Access. Include the BT Security Contact in these discussions.]

The Supplier must at all times comply with the BT Security Policy in force at the time of the Work Package. BT must promptly supply this to the Supplier. The Supplier may decline to proceed with a Project if compliance with the BT Security Policy is, in the Supplier's opinion, not practical or feasible.

(Please note that the BT Security Policy may require the parties to execute an Interconnect Agreement prior to connecting to BT Systems.)

The Supplier must obtain prior written consent from the BT Security Contact prior to connecting any equipment not supplied by BT to any BT LAN port, e.g. when connecting Supplier laptops to a BT LAN port.

The Supplier must NOT commence work until Authorisation is granted. If you have any queries regarding the process to be followed to obtain Authorisation please contact the Group Legal Procurement Team.

Include in the Work Package a full list of BT Systems that will be used by Contract Personnel (ie [Supplier] personnel and subcontractors) during the Project. Please note that this must include ANY connection to BT Systems, for example in order to print or receive e-mail. If you are unclear about what should be included in the list of BT Systems please raise this with the BT Security Contact and obtain advice in writing.

9. NETWORK AND IT REQUIREMENTS

[Include any IT requirements including any bandwidth requirements and specific disaster requirements.]

10. TIMETABLE

[If the Services are to be provided within a mutually agreed time then detail the timetable for the performance of the Services (and, if applicable, dates for delivery of Deliverables). There should be a start date and there may or may not be a target completion date.

IN CONFIDENCE

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SUBJECT TO CONTRACT

Where appropriate a formal project plan should be developed with the Supplier and appropriate remedies agreed for failure to meet agreed time-scales.]

11. SITE

Services relating to this Work Package shall be carried out at the following site(s):

BT or Supplier to insert details of where the Supplier will perform the Services and if applicable deliver any Deliverables.

[This may be left blank for the Supplier to present its recommendations but must be completed prior to final agreement and placement of the Work Package].

12. ACCEPTANCE

[Acceptance procedures should be inserted, and the process the parties will undertake to determine whether the criteria have been met if they have been agreed in advance of work commencing under the Work Package.

[Acceptance criteria and procedures need to be specified where the Supplier will receive deliverables from third parties and/or BT.]

13. PERSONNEL

13.1 SKILL SET REQUIREMENTS

[BT should identify the specific skills required to perform the Services including any formal qualifications and / or accreditation requirements.]

13.2 CONTACT DETAILS

BT's Commercial Contact will be [___________]

BT's Programme Lead/point of escalation will be [__________] (if applicable)

BT Project Manager will be [__________]

BT's Security Contact will be [__________]

The Supplier's Work Package Contact will be [__________]

The Supplier's Programme Lead/point of escalation will be [__________] (if applicable)

13.3 KEY PERSONNEL

IN CONFIDENCE

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SUBJECT TO CONTRACT

The Personnel identified below are key to the Services required and are classified as Key Personnel (to be agreed between the Parties) as described in the Contract.

- BT Key Personnel

- [List]

- Supplier Key Personnel

- [List]

14. REPORTING

[Detail here the specific reporting requirements e.g. timescales, deliverables, SLA/KPI's etc., and the frequency at which the Work Package representatives are to meet including any project management arrangements.]

15. CHARGES

[Detail here the pricing matrix and methodology against which the Supplier is required to submit prices for Services and how this is calculated. Include details of what is included in the Price and anything that is specifically excluded. Note that all costs exclude VAT.]

16. BT OBLIGATIONS

[Specify any particular obligations on BT's part i.e. what the Supplier is dependent upon. Include details of BT and/or third party deliverables and software.]

17. RISKS AND ASSUMPTIONS

[List all descriptions and conditions which may have a material impact upon the Supplier's ability to meet its obligations.]

18. QUALITY STANDARDS & ASSURANCE, AND CODES OF PRACTICE

[BT to include any Work Package specific quality standards, codes of practice etc.]

19. PERFORMANCE MEASUREMENT

[Work Package specific Service Levels (SLA's) and Key Performance Indicators (KPI's) to be identified here. Service Credits shall normally be applicable to KPI's. Consider "risk and reward" schemes as appropriate to drive performance.]

20. ADDITIONAL

IN CONFIDENCE

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SUBJECT TO CONTRACT

[Please insert here any additional points that are not covered above including any additional variations to the Contract.]

21. WORK PACKAGE PRICE

[ALL PRICING INFORMATION TO BE PRESENTED IN LINE WITH THE CONTRACT PRICING SCHEDULE, UNLESS OTHERWISE AGREED]

IN CONFIDENCE

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SUBJECT TO CONTRACT

SCHEDULE 6 APPENDIX 2 WORK PACKAGE TEMPLATE

APPENDIX A [ONLY REQUIRED WHERE PERSONAL DATA BEING TRANSFERRED OUTSIDE THE EEA

Under the terms of the Contract and the Work Package hereof, the Supplier has requested BT's consent to [subcontracting/offshoring] certain services to
[__________] who are located at [___________]. The parties have worked together to ensure that data protection and IT Security are acceptable before commencing.

The parties have, in relation to various data protection and security matters concerning the sub-contracting/offshoring of these services, reached agreement and now wish to confirm the terms on which BT provides its consent.

AND IT IS AGREED AS FOLLOWS:

WITH EFFECT FROM EFFECTIVE DATE OF THE WORK PACKAGE HEREOF, THE FOLLOWING TERMS AND CONDITIONS SHALL FORM A BINDING PART OF THE WORK PACKAGE AND COMPLEMENT CLAUSE 3.2 ABOVE.

a) Consent

BT hereby consents under Clause 3.2 of the Work Package [Title of the Project] above to the services as described in [Appendix____/Clause 4 above] ("the Work Package Services) to this Work Package and provided under the ContracT being subcontracted/offshored to [__________] and located in [India].

The parties acknowledge and agree that certain personal data which forms part of the personal data described in Condition with the heading "Protection of Personal Data" of the Contract is processed in connection with these Work Package Services ("Data") and will be transferred to [___________] located outside the EEA. Notwithstanding that the Data will remain stored and hosted in the United Kingdom, the parties further acknowledge and agree that the Eighth Data Protection Principle under the Data Protection Act 1998 is relevant to the processing of the Data. Further the parties have agreed to be bound by the terms of the Commission Decision of 27th December 2001 on standard contractual clauses for the transfer of personal data to processors established in third countries, under Directive 95/46/EC as evidenced in Schedule 3 of the Contract. These standard contractual clauses have been replicated and signed by both parties and form Annex 1 to this Work Package. BT reserves the right to substitute terms and conditions relating to the transfer of personal data to processors established outside of the European Economic Area if, and by agreement of the parties, (such agreement not to be unreasonably withheld or delayed), such terms are commercially more acceptable to the parties and provide the same level of protection for personal data.

B) OBLIGATIONS OF THE SUPPLIER

IN CONFIDENCE

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SUBJECT TO CONTRACT

The Supplier acknowledges that BT is the data controller of the Data for the purposes of the Data Protection Legislation.

The provisions relating to confidentiality in Condition [___________] of the Contract shall apply in relation to the Supplier's processing of the Data. In particular, the Data shall not without the prior written consent of BT, be disclosed or transferred to any person other than to [___________] or their personnel who have a valid reason for viewing or holding the Data.

The Supplier undertakes to procure that all such personnel in [India] who will be viewing or who will have access to the Data in the course of providing services to BT will enter into a legally binding individual confidentiality declaration with the Supplier before commencing work in relation to the services.

Prior to personnel being given access to Data, the Supplier will provide appropriate training to all personnel who will be dealing with or processing Data in relation to the relevant obligations under the Data Protection Legislation and security and confidentiality procedures including any security and confidentiality procedures reasonably requested by BT for the protection of Data and will provide refresher training when reasonably necessary.

C) DATA PROTECTION PROVISIONS

i. BT, as the data controller for the purposes of the Data Protection Act, taking into account the contractual obligations imposed on the Supplier by the Contract and this Work Package Agreement, the technical and organisational security measures which are in place and the other circumstances relating to the Work Package Services confirms that it considers that an adequate level of protection for the Data and for the rights of data subjects is in place.

ii. The Supplier agrees to ensure that all such technical and organisational security measures as set out in Annex [B] are maintained throughout the duration of the term of the Contract and Work Package Agreement except as such arrangements are varied by agreement between the Parties. Accordingly, the Parties agree that any transfer of Data will be compliant with Data Protection Act.

iii. BT may suspend or terminate its consent and this Work Package for a serious breach or serious non-compliance with Data Protection legislation in connection with this consent. If either Party becomes aware of any breach of or non-compliance with the Data Protection legislation in connection with the Sub-Contracted Services that Party shall promptly inform the other Party and the Parties shall, as soon as reasonably practicable, conduct a review of the matter and implement any changes in processes or procedures established by the review

IN CONFIDENCE

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SUBJECT TO CONTRACT

SCHEDULE 6 APPENDIX 2 WORK PACKAGE TEMPLATE

APPENDIX A

ANNEX 1

EU MODEL CLAUSES

PART 1

MANDATORY: TO BE COMPLETED AND SIGNED BY THE PARTIES

DATA EXPORTER

The data exporter is British Telecommunications plc

DATA IMPORTER

The data importer is _______________________________

DATA SUBJECTS

The personal data transferred concern the following categories of data subjects:

CATEGORIES OF DATA

The personal data transferred concern the following categories of data:

(ARROW)

SPECIAL CATEGORIES OF DATA (IF APPROPRIATE)

No data classified as Sensitive Personal Data will be processed outside the EEA.

PROCESSING OPERATIONS

The personal data transferred will be subject to the following basic processing activities: 

DATA EXPORTER                           DATA IMPORTER

Name:                                   Name
      -------------------------------        -----------------------------------


-------------------------------------   ----------------------------------------
Authorised signature                    Authorised signature

DATE:                                   DATE:
      -------------------------------         ----------------------------------

IN CONFIDENCE

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SUBJECT TO CONTRACT

PART 2

MANDATORY: TO BE COMPLETED AND SIGNED BY THE PARTIES.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (Schedule 3):

Generic measures for each service line in Annex 1 Part 1 [1 through 6] 

Operational Organisational Measures

Technical and Security Measures

DATA EXPORTER                           DATA IMPORTER

Name:                                   Name
      -------------------------------        -----------------------------------


-------------------------------------   ----------------------------------------
Authorised signature                    Authorised signature

DATE:                                   DATE:
      -------------------------------         ----------------------------------

IN CONFIDENCE

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SCHEDULE 7 - INTENTIONALLY LEFT BLANK

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IN CONFIDENCE

SCHEDULE 8 - CHANGE CONTROL PROCEDURE

1. PRINCIPLES

(a) If at any time either party sees a need to change the Services that party may request or recommend such change only in accordance with the Change Control Procedure.

(b) Neither BT nor the Supplier shall unreasonably withhold its agreement to any change provided that BT shall not be obliged to agree to any change increasing the charges or requiring BT to incur material expenditure.

(c) Until such time as a change is made in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue to supply the Services as if the request or recommendation had not been made.

(d) Any discussions which may take place between BT and the Supplier in connection with a request or recommendation before the authorisation of a resultant change to the Services shall be without prejudice to the rights of either party.

(e) Any work undertaken by the Supplier, its sub-contractors or agents which has not been authorised in advance by a change to the Services and which has not been otherwise agreed in accordance with the provision of paragraph 1(c) shall be undertaken entirely at the expense and liability of the Supplier.

2. PROCEDURES

(a) Discussion between BT and the Supplier concerning a change to the Services shall result in any one of the following:

(i) a request to change the Services by BT; or

(ii) no further action being taken;

(iii) a recommendation to change the Services by the Supplier.

(b) Where a written request for an amendment is received from BT, the Supplier shall immediately on receipt issue a written acknowledgement to BT and, unless otherwise agreed, submit a Change Control Note (CCN) to BT within three weeks of the date of the request.

(c) A recommendation to amend by the Supplier shall be submitted as a CCN direct to BT at the time of such recommendation.

(d) Each CCN shall contain:

(i) the title of the change;

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IN CONFIDENCE

(ii) the originator and date of the request or recommendation for the change;

(iii) the reason for the change;

(iv) full details of the change including any specifications;

(v) the price, if any, of the change;

(vi) a timetable for implementation together with any proposals for acceptance of the change;

(vii) a schedule of payments if appropriate;

(viii) details of the likely impact, if any, of the change on other aspects of the Services including but not limited to:

(A) the term of the Contract;

(B) the personnel to be provided;

(C) the charges;

(D) the payment profile;

(E) the documentation to be provided;

(F) the training to be provided;

(G) service levels;

(H) working arrangements; and

(I) other contractual issues;

(ix) the date of expiry of validity of the CCN; and

(x) provision for signature by BT and the Supplier.

(e) For each CCN submitted BT shall, within the period of the validity of the CCN:

(i) allocate a sequential number to the CCN;

(ii) evaluate the CCN and, as appropriate:

(A) request further information;

(B) approve the CCN; or

(C) notify the Supplier of the rejection of the CCN; and

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IN CONFIDENCE

(iii) arrange for two copies of an approved CCN to be signed by or on behalf of BT and the Supplier.

(f) A CCN signed by both parties shall constitute an amendment to this Contract pursuant to condition 22 headed "Variations".

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IN CONFIDENCE

SCHEDULE 9 - CONFIDENTIALITY AGREEMENT

IMPORTANT NOTE: This form must be completed by all non-BT people who undertake Work for BT before they have access to BT information or BT computer systems.

You may, as a supplier or as an employee or subcontractor of a supplier to BT, have access to BT information or BT computer systems.

BT requires you:

- to keep all BT information (whether or not it is marked "NOT TO BE SHOWN OUTSIDE BT", "INTERNAL", "IN CONFIDENCE", or "IN STRICTEST CONFIDENCE") confidential and not to disclose it, unless you first have BT's written permission;

- if you have access to BT customer or personal information, to comply with the provisions of the Data Protection Act 1998;

- to access BT computer systems and BT electronic information only if you have been authorised to do so. Unauthorised access may result in your being prosecuted under the Computer Misuse Act 1990;

- to access and use BT computer systems and BT information only as is necessary to do your job properly;

- to read and understand BT Security Requirement and Security Policy;

- to comply with other BT instructions and security policies that may be notified from time to time; and

- not to connect any equipment not supplied by BT to any BT LAN port.

If you are in any doubt as to these requirements or the policies of BT Group Security, further advice and information can be obtained from your BT contact.

PERSONAL DECLARATION

I have read and understand the above requirements and agree to be bound by them.

Signed Date:

Print full name and home address:

Name:
Address:

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IN CONFIDENCE

SCHEDULE 10 - GENERIC STANDARDS

The latest issues are attached as follows:

- BT Generic Standard 11 Safety Management Issue 7.2

- BT Generic Standard 13 Environmental Impact Issue 9

- BT Generic Standard 18 Sourcing with Human Dignity Standard Issue 2

1 CONTRACT RESPONSE

To each attached Generic Standard the Supplier is required to make a declaration of "Compliant", "Partially compliant" or "Non-compliant" as appropriate.

This declaration shall be followed by a concise supporting statement describing the way in which the Supplier complies, or why the Supplier does not and identifying methods and tools used.

Compliance with the attached Generic Standards does not confer immunity from legal obligations. The Supplier should note that BT reserves the right to validate the information provided.

2 TABLE OF COMPLIANCE 

                      Compliant   Partially Compliant   Non-compliant
                      ---------   -------------------   -------------
Generic Standard 11   (X)
Generic Standard 13   (X)
Generic Standard 18               (X)

3 BT GENERIC STANDARD 11 FOR COMPLETION

4 BT GENERIC STANDARDS 13 AND 18 FOR ACCESS AND COMPLETION

On the Contract Commencement date the Supplier shall access the following URL's and complete the following two questionnaires:

https://secure.selling2bt.bt.com/ext/html/gs13/

http://www.selling2bt.com/html/working/humandignity/question.asp

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IN CONFIDENCE

The Supplier must complete the questionnaires within a two month time period and ensure that the file is emailed as the instructions indicate.

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Exhibit 10.13

EXECUTIVE AGREEMENT

AGREEMENT made as of this 5th day of April, 2007 by and between Virtusa (Sri Lanka) Private Limited (the "Subsidiary"), a subsidiary of Virtusa Corporation (the "Company"), and Roger Keith Modder (the "Executive").

1. Purpose. The Company considers it essential to the best interests of its stockholders to promote and preserve the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") and the Subsidiary recognize that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company, its subsidiaries and its stockholders. Therefore, the Board (and, if, and to the extent applicable, the boards of the subsidiaries thereof) have determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's and the Subsidiary's key management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control. Nothing in this Agreement shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Subsidiary, the Executive shall not have any right to be retained in the employ of the Subsidiary.

2. Change in Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events:

(a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act") (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or

(b) persons who, as of the date hereof, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors

or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or

(d) the approval by the Company's stockholders of any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a "Change in Control" shall be deemed to have occurred for purposes of the foregoing clause (a).

3. Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3:

(a) Termination by the Subsidiary . Termination by the Subsidiary of the employment of the Executive with the Subsidiary for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean:

(i) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Subsidiary or any of its subsidiaries or affiliates, including the Company, other than the occasional, customary and de minimis use of Subsidiary property for personal purposes; or

(ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Subsidiary or any of its subsidiaries and affiliates, including the Company, if he were retained in his position; or

2

(iii) continued, willful and deliberate non-performance by the Executive of his duties to the Subsidiary (other than by reason of the Executive's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board of Directors of the Subsidiary; or

(iv) a violation by the Executive of the Subsidiary (or the applicable Company's) employment policies which has continued following written notice of such violation from the Chief Executive Officer; or

(v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Subsidiary (or the Company) to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials.

A Terminating Event shall not be deemed to have occurred pursuant to this
Section 3(a) solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company or the Subsidiary, as the case may be, rather than continuing as an employee of the Subsidiary following a Change in Control. For purposes of clauses (i), (iii) and
(v) hereof, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive without reasonable belief that the Executive's act, or failure to act, was in the best interests of the Subsidiary, the Company and its subsidiaries and affiliates. For purposes hereof, the Executive will be considered "Disabled" if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties to the Subsidiary on a full-time basis for 180 calendar days in the aggregate in any 12-month period.

(b.) Termination by the Executive for Good Reason. Termination by the Executive of the Executive's employment with the Subsidiary for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events:

(i) a substantial diminution or other substantial adverse change, not consented to by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Terminating Event; or

(ii) a material reduction in the Executive's annual base salary or targeted total annual cash compensation (ie., base salary and targeted bonus) as in effect on the date hereof or as the same may be increased from time to time hereafter except for across-the-board reductions similarly affecting all or substantially all management employees; or

(iii) the relocation of the Subsidiary's offices at which the Executive is principally employed immediately prior to the date of a Terminating Event (the "Current

3

Offices") to any other location more than 50 miles from the Current Offices, or the requirement by the Subsidiary for the Executive to be based anywhere other than the Current Offices, except for required travel on the Subsidiary's business to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Terminating Event; or

(iv) the failure by the Subsidiary to obtain an effective agreement from any successor to assume and agree to perform this Agreement, as required by Section 20.

4. Severance and Change in Control Payments.

(a) In the event a Terminating Event occurs within 12 months after a Change in Control, the following shall occur:

(i) the Subsidiary shall pay to the Executive an amount equal to the sum of (x) one-half of the Executive's annual base salary in effect immediately prior to the Terminating Event (or the Executive's annual base salary in effect immediately prior to the Change in Control, if higher) and
(y) provided that the Company achieves its corporate performance targets for the period, a pro rated portion of the Executive's targeted annual bonus for the period in which the Change in Control occurred, payable in one lump-sum payment no later than three days following the Date of Termination (provided that any pro rated bonus amount shall be payable no later then three days following the date on which such bonus is payable to other management employees);

(ii) subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive shall continue to participate in the Subsidiary's group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this
Section shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and

(iii) all stock options and other stock-based awards granted to the Executive by the Company shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control.

(b) In the event a Terminating Event occurs prior to a Change in Control, the following shall occur:

(i) the Subsidiary shall pay to the Executive an amount equal to the sum of (x) one-half of the Executive's annual base salary in effect immediately prior to the Terminating Event and (y) provided that the Company achieves its corporate performance targets for the period, a pro rated portion of the Executive's targeted annual bonus for the period in which the Terminating Event occurred, payable in one lump-sum payment no later than three days following the Date of Termination (provided that any pro rated bonus amount shall be payable no later then three days following the date on which such bonus is payable to other management employees); and

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(ii) subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive shall continue to participate in the Subsidiary's s group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this
Section shall reduce and count against the Executive's rights under COBRA.

(c) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards granted to the Executive after the date of this Agreement by the Company shall immediately accelerate twelve (12) months so that the shares that would have vested in the one-year period following such Change in Control would become immediately vested and the remaining unvested shares would continue to vest in accordance with their terms but on a schedule that would be twelve (12) months earlier than had the Change in Control not transpired. The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.

(d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's termination of employment, the Executive is considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code"), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive's Date of Termination, (ii) the Executive's death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section 4(e).

5. ADDITIONAL LIMITATION.

(a) Additional Limitation. Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Subsidiary (or the Company, to the extent applicable)to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Severance Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the payments to bring them within the Threshold Amount, the Executive shall determine which method shall be followed; provided that if the Executive fails to make such determination within 15 business days after the Subsidiary (or the Company, as the case may be) has sent the Executive written notice of the need for such reduction, the Subsidiary (or the Company, as the case may be) may determine the amount of such reduction in its sole discretion.

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For the purposes of this Section 5(a), "Threshold Amount" shall mean three times the Executive's "base amount" within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

6. Term. This Agreement shall take effect on the date first set forth above and shall terminate upon the earlier of (a) the termination of the Executive's employment with the Subsidiary for any reason other than the occurrence of a Terminating Event, or (b) the date which is 12 months after a Change in Control if the Executive is still employed by the Subsidiary.

7. Withholding. All payments made by the Subsidiary (or Company, to the extent applicable) under this Agreement shall be net of any tax or other amounts required to be withheld by the Subsidiary (or the Company, to the extent applicable) under applicable law.

8. Notice and Date of Termination.

(a) Notice of Termination. During the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with this Section 8. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the Date of Termination.

(b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the term of this Agreement, shall mean the date specified in the Notice of Termination. In the case of a termination by the Subsidiary following a Change in Control other than a termination for Cause (which may be effective immediately), the Date of Termination shall not be less than 30 days after the Notice of Termination is given. In the case of a termination by the Executive, the Date of Termination shall not be less than 30 days from the date such Notice of Termination is given. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Subsidiary, the Subsidiary may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Subsidiary for purposes of this Agreement.

9. No Mitigation. The Subsidiary agrees that, if the Executive's employment by the Subsidiary is terminated during the term of this Agreement, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Subsidiary (and the Company, to the extent applicable) pursuant to Section 4 hereof. Further, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Subsidiary (or the Company, to the extent applicable)or otherwise.

10. Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive's employment or the termination of

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that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall be subject to the laws of Sri Lanka, including the Industrial Disputes Act. Notwithstanding the foregoing, this Section 10 shall not preclude either party from pursuing a court action for the purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate.

11. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 10 of this Agreement, the parties hereby consent to the jurisdiction of the laws and venue of the courts and laws of Sir Lanka. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

12. Integration. This Agreement shall constitute the sole and entire agreement among the parties with respect to the subject matter hereof, and supersedes and cancels all prior, concurrent and/or contemporaneous arrangements, understandings, promises, programs, policies, plans, practices, offers, agreements and/or discussions, whether written or oral, by or among the parties regarding the subject matter hereof, including, but not limited to, that certain Employment Agreement by and between the Subsidiary and the Executive, dated December 14, 2000 (and any amendments thereto) (the "Prior Agreement") and those constituting or concerning employment agreements, change in control benefits and/or severance benefits, except to the extent of any provisions in the Prior Agreement which are required to remain in full force and effect under applicable law and such other terms which are not by their nature conflicting with, or otherwise covered under, the terms of this Agreement; provided, however, that this Agreement is not intended to, and shall not, supersede, affect, limit, modify or terminate any of the following, all of which shall remain in full force and effect in accordance with their respective terms: (i) any written agreements, programs, policies, plans, arrangements or practices of the Subsidiary that do not relate to the subject matter hereof; (ii) any written stock or stock option agreements between the Executive and the Subsidiary (except as expressly modified hereby); and (iii) any written agreements between Executive and the Subsidiary concerning noncompetition, nonsolicitation, inventions and/or nondisclosure obligations.

13. Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after a Terminating Event but prior to the completion by the Subsidiary (and, to the extent applicable, the Company) of all payments due him under Section 4 of this Agreement, the Subsidiary shall continue such payments to the Executive's beneficiary designated in writing to the Subsidiary prior to his death (or to his estate, if the Executive fails to make such designation).

14. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

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15. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Subsidiary , or to the Subsidiary at its main office, attention of the Board of Directors.

17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Subsidiary. .

18. Effect on Other Plans. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Subsidiary (and Company's to the extent applicable) benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Subsidiary (and the Company's to the extent applicable) benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any Subsidiary severance pay plan.

19. Governing Law. This is a Sri Lankan contract and shall be construed under and be governed in all respects by the laws of Sri Lanka, without giving effect to the conflict of laws principles.

20. Successors to Company. The Subsidiary shall request that the Company require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Subsidiary (and to the extent applicable, the Company) would be required to perform if no such succession had taken place. Failure of the Subsidiary to cause the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment.

21. Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

22. Confidential Information. The Executive shall never use, publish or disclose in a manner adverse to the Subsidiary (or Company's) interests, any proprietary or confidential information relating to (a) the business, operations or properties of the Subsidiary or any subsidiary or other affiliate of the Subsidiary (including the Company), or (b) any materials, processes, business practices, technology, know-how, research, programs, customer lists, customer requirements or other information used in the manufacture, sale or marketing of any of the respective products or services of the Subsidiary (including the Company) or any subsidiary

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or other affiliate of the Subsidiary (including the Company); provided, however, that no breach or alleged breach of this Section 22 shall entitle the Subsidiary to fail to comply fully and in a timely manner with any other provision hereof. Nothing in this Agreement shall preclude the Subsidiary (including the Company) from seeking money damages, or equitable relief by injunction or otherwise without the necessity of proving actual damage to the Subsidiary , for any breach by the Executive hereunder.

23. Conditions of Benefits. The amounts payable to the Executive by the Subsidiary (and to the extent applicable, the Company) pursuant to Section 4 hereof shall be condition upon, and payable only if, the Executive: (a) executes a general release in a form and of a scope reasonably acceptable to the Subsidiary ; (b) returns all property, equipment, confidential information and documentation of the Subsidiary; (c) has complied and continues to comply in all material respects with any noncompetition, inventions and/or nondisclosure obligations that the Executive may owe to the Subsidiary (and, if applicable, the Company), whether pursuant to an agreement or applicable law; and (d) provides a signed, written resignation of Executive's status as an officer and director (if applicable) of the Subsidiary and, if applicable, its subsidiaries.

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Subsidiary by its duly authorized officer, and by the Executive, as of the date first above written.

VIRTUSA (SRI LANKA) PRIVATE LIMITED 

By: /s/ Purajitha Taldena
   ---------------------------------------
   Name: Purajitha Taldena
   Title: Senior Manager -- Finance


    /s/ Roger Keith Modder
   ---------------------------------------
   ROGER KEITH MODDER
   EXECUTIVE VICE PRESIDENT AND MANAGING
   DIRECTOR ASIAN OPERATIONS

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Exhibit 10.14

EXECUTIVE AGREEMENT

AGREEMENT made as of this 5th day of April, 2007 by and between Virtusa
(India) Private Limited (the "Subsidiary"), a subsidiary of Virtusa Corporation (the "Company"), and T.N. Hari (the "Executive").

1. Purpose. The Company considers it essential to the best interests of its stockholders to promote and preserve the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") and the Subsidiary recognize that, as is the case with many corporations, the possibility of a Change in Control (as defined in Section 2 hereof) exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company, its subsidiaries and its stockholders. Therefore, the Board (and, if, and to the extent, applicable, the boards of the subsidiaries thereof) have determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's and the Subsidiary's key management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control. Nothing in this Agreement shall be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Subsidiary, the Executive shall not have any right to be retained in the employ of the Subsidiary (or any affiliated company thereof).

2. Change in Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events:

(a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act") (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or

(b) persons who, as of the date hereof, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors

or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or

(d) the approval by the Company's stockholders of any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all then outstanding Voting Securities, then a "Change in Control" shall be deemed to have occurred for purposes of the foregoing clause (a).

3. Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3:

(a) Termination by the Subsidiary . Termination by the Subsidiary of the employment of the Executive with the Subsidiary for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean:

(i) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Subsidiary, or any of its subsidiaries or affiliates, including the Company, other than the occasional, customary and de minimis use of Subsidiary property for personal purposes; or

(ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury to the Subsidiary or any of its subsidiaries and affiliates, including the Company, if he were retained in his position; or

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(iii) continued, willful and deliberate non-performance by the Executive of his duties to the Subsidiary (other than by reason of the Executive's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board of Directors of the Subsidiary; or

(iv) a violation by the Executive of the Subsidiary (or the applicable Company's) employment policies which has continued following written notice of such violation from the Chief Executive Officer; or

(v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Subsidiary (or the Company) to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials.

A Terminating Event shall not be deemed to have occurred pursuant to this
Section 3(a) solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company or the Subsidiary, as the case may be, rather than continuing as an employee of the Subsidiary, following a Change in Control. For purposes of clauses (i), (iii) and (v) hereof, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive without reasonable belief that the Executive's act, or failure to act, was in the best interests of the Subsidiary, the Company and its subsidiaries and affiliates. For purposes hereof, the Executive will be considered "Disabled" if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties to the Subsidiary on a full-time basis for 180 calendar days in the aggregate in any 12-month period.

(b) Termination by the Executive for Good Reason. Termination by the Executive of the Executive's employment with the Subsidiary for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events:

(i) a substantial diminution or other substantial adverse change, not consented to by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Terminating Event; or

(ii) a material reduction in the Executive's annual base salary or targeted total annual cash compensation (i.e., base salary and targeted bonus) as in effect on the date hereof or as the same may be increased from time to time hereafter except for across-the-board reductions similarly affecting all or substantially all management employees; or

(iii) the relocation of the Subsidiary's offices at which the Executive is principally employed immediately prior to the date of a Terminating Event (the "Current

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Offices") to any other location more than 50 miles from the Current Offices, or the requirement by the Subsidiary for the Executive to be based anywhere other than the Current Offices, except for required travel on the Subsidiary's business to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Terminating Event; or

(iv) the failure by the Subsidiary to obtain an effective agreement from any successor to assume and agree to perform this Agreement, as required by Section 20.

4. Severance and Change in Control Payments.

(a) In the event a Terminating Event occurs within 12 months after a Change in Control, the following shall occur:

(i) the Subsidiary shall pay to the Executive an amount equal to the sum of (x) one-half of the Executive's annual base salary in effect immediately prior to the Terminating Event (or the Executive's annual base salary in effect immediately prior to the Change in Control, if higher) and
(y) provided that the Company achieves its corporate performance targets for the period, a pro rated portion of the Executive's targeted annual bonus for the period in which the Change in Control occurred, payable in one lump-sum payment no later than three days following the Date of Termination (provided that any pro rated bonus amount shall be payable no later then three days following the date on which such bonus is payable to other management employees);

(ii) subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive shall continue to participate in the Subsidiary's group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this
Section shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and

(iii) all stock options and other stock-based awards granted to the Executive by the Company shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control.

(b) In the event a Terminating Event occurs prior to a Change in Control, the following shall occur:

(i) the Subsidiary shall pay to the Executive an amount equal to the sum of (x) one-half of the Executive's annual base salary in effect immediately prior to the Terminating Event and (y) provided that the Company achieves its corporate performance targets for the period, a pro rated portion of the Executive's targeted annual bonus for the period in which the Terminating Event occurred, payable in one lump-sum payment no later than three days following the Date of Termination (provided that any pro rated bonus amount shall be payable no later then three days following the date on which such bonus is payable to other management employees); and

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(ii) subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive shall continue to participate in the Subsidiary's s group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this
Section shall reduce and count against the Executive's rights under COBRA.

(c) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards granted to the Executive after the date of this Agreement by the Company shall immediately accelerate twelve (12) months so that the shares that would have vested in the one-year period following such Change in Control would become immediately vested and the remaining unvested shares would continue to vest in accordance with their terms but on a schedule that would be twelve (12) months earlier than had the Change in Control not transpired. The Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.

(d) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's termination of employment, the Executive is considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code"), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive's Date of Termination, (ii) the Executive's death, or (iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section 4(e).

5. ADDITIONAL LIMITATION.

(a) Additional Limitation. Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Subsidiary (or the Company, to the extent applicable)to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Severance Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the payments to bring them within the Threshold Amount, the Executive shall determine which method shall be followed; provided that if the Executive fails to make such determination within 15 business days after the Subsidiary (or the Company, as the case may be) has sent the Executive written notice of the need for such reduction, the Subsidiary (or the Company, as the case may be) may determine the amount of such reduction in its sole discretion.

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For the purposes of this Section 5(a), "Threshold Amount" shall mean three times the Executive's "base amount" within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

6. Term. This Agreement shall take effect on the date first set forth above and shall terminate upon the earlier of (a) the termination of the Executive's employment with the Subsidiary for any reason other than the occurrence of a Terminating Event, or (b) the date which is 12 months after a Change in Control if the Executive is still employed by the Subsidiary.

7. Withholding. All payments made by the Subsidiary (or Company, to the extent applicable) under this Agreement shall be net of any tax or other amounts required to be withheld by the Subsidiary (or the Company, to the extent applicable) under applicable law.

8. Notice and Date of Termination.

(a) Notice of Termination. During the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with this Section 8. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the Date of Termination.

(b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the term of this Agreement, shall mean the date specified in the Notice of Termination. In the case of a termination by the Subsidiary following a Change in Control other than a termination for Cause (which may be effective immediately), the Date of Termination shall not be less than 30 days after the Notice of Termination is given. In the case of a termination by the Executive, the Date of Termination shall not be less than 30 days from the date such Notice of Termination is given. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Subsidiary, the Subsidiary may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Subsidiary for purposes of this Agreement.

9. No Mitigation. The Subsidiary agrees that, if the Executive's employment by the Subsidiary is terminated during the term of this Agreement, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Subsidiary (and the Company, to the extent applicable) pursuant to Section 4 hereof. Further, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Subsidiary (or the Company, to the extent applicable)or otherwise.

10. Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive's employment or the termination of

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that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law of India. Notwithstanding the foregoing, this
Section 10 shall not preclude either party from pursuing a court action for the purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate.

11. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 10 of this Agreement, the parties hereby consent to the jurisdiction of the laws and venue of the courts and laws of India, in Hyderabad, India. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

12. Integration. This Agreement shall constitute the sole and entire agreement among the parties with respect to the subject matter hereof, and supersedes and cancels all prior, concurrent and/or contemporaneous arrangements, understandings, promises, programs, policies, plans, practices, offers, agreements and/or discussions, whether written or oral, by or among the parties regarding the subject matter hereof, including, but not limited to, any offer letters or other arrangement with the Subsidiary with the Executive (and any amendments thereto) and those constituting or concerning employment agreements, change in control benefits and/or severance benefits, except to the extent of any provisions in any prior written agreement which are required to remain in full force and effect under applicable law and such other terms which are not by their nature conflicting with, or otherwise covered under, the terms of this Agreement; provided, however, that this Agreement is not intended to, and shall not, supersede, affect, limit, modify or terminate any of the following, all of which shall remain in full force and effect in accordance with their respective terms: (i) any written agreements, programs, policies, plans, arrangements or practices of the Subsidiary that do not relate to the subject matter hereof; (ii) any written stock or stock option agreements between the Executive and the Subsidiary (except as expressly modified hereby); and (iii) any written agreements between Executive and the Subsidiary concerning noncompetition, nonsolicitation, inventions and/or nondisclosure obligations.

13. Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after a Terminating Event but prior to the completion by the Subsidiary (and, to the extent applicable, the Company) of all payments due him under Section 4 of this Agreement, the Subsidiary shall continue such payments to the Executive's beneficiary designated in writing to the Subsidiary prior to his death (or to his estate, if the Executive fails to make such designation).

14. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

7

15. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Subsidiary, or to the Subsidiary at its main office, attention of the Board of Directors.

17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Subsidiary. .

18. Effect on Other Plans. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Subsidiary (and Company's, to the extent applicable) benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Subsidiary (and the Company's to the extent applicable) benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any Subsidiary severance pay plan.

19. Governing Law. This is a contract under Indian law, and shall be construed under and be governed in all respects by the laws of India , without giving effect to the conflict of laws principles.

20. Successors to Company. The Subsidiary shall request that the Company require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Subsidiary (and to the extent applicable, the Company) would be required to perform if no such succession had taken place. Failure of the Subsidiary to cause the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment.

21. Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

22. Confidential Information. The Executive shall never use, publish or disclose in a manner adverse to the Subsidiary (or Company's) interests, any proprietary or confidential information relating to (a) the business, operations or properties of the Subsidiary or any subsidiary or other affiliate of the Subsidiary (including the Company), or (b) any materials, processes, business practices, technology, know-how, research, programs, customer lists, customer requirements or other information used in the manufacture, sale or marketing of any of the respective products or services of the Subsidiary (including the Company) or any subsidiary

8

or other affiliate of the Subsidiary (including the Company); provided, however, that no breach or alleged breach of this Section 22 shall entitle the Subsidiary to fail to comply fully and in a timely manner with any other provision hereof. Nothing in this Agreement shall preclude the Subsidiary (including the Company) from seeking money damages, or equitable relief by injunction or otherwise without the necessity of proving actual damage to the Subsidiary , for any breach by the Executive hereunder.

23. Conditions of Benefits. The amounts payable to the Executive by the Subsidiary (and to the extent applicable, the Company) pursuant to Section 4 hereof shall be condition upon, and payable only if, the Executive: (a) executes a general release in a form and of a scope reasonably acceptable to the Subsidiary ; (b) returns all property, equipment, confidential information and documentation of the Subsidiary; (c) has complied and continues to comply in all material respects with any noncompetition, inventions and/or nondisclosure obligations that the Executive may owe to the Subsidiary (and, if applicable, the Company), whether pursuant to an agreement or applicable law; and (d) provides a signed, written resignation of Executive's status as an officer and director (if applicable) of the Subsidiary and, if applicable, its subsidiaries.

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Subsidiary by its duly authorized officer, and by the Executive, as of the date first above written.

VIRTUSA (INDIA) PRIVATE LIMITED 

By: /s/ Sumit Chatterjee
   --------------------------------------
   Name: Sumit Chatterjee
   Title: Vice President Finance


   /s/ T.N. Hari
   --------------------------------------
   T.N. HARI
   SENIOR VICE PRESIDENT, GLOBAL HEAD OF
   HUMAN RESOURCES

9

Exhibit 10.15

(PHOTO OF ONE HUNDRED RUPEES)

(Indian Characters) ANDHRA PRADESH

CO-DEVELOPER AGREEMENT

This Co-Developer Agreement is made and entered into at Hyderabad on 23rd day of March, 2007 by and between:

ANDHRA PRADESH INDUSTRIAL INFRASTRUCTURE CORPORATION LIMITED, HYDERABAD, a Government Company registered under the provisions of the Companies Act, 1956 and having its registered office at 6th Floor, Parisrama Bhavanam, Fateh Maidan Road, Hyderabad - 500 004 (hereinafter referred to as 'DEVELOPER', which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the ONE PART;

(APIIC Ltd. Stamp) (Virtusa (India) Private Limited Stamp)

(SEAL)

AND

VIRTUSA INDIA PVT LTD, also a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 3rd Floor, My Home Tycoon, Begumpet, Hyderabad-500016 (hereinafter referred to as 'Co-developer', which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the OTHER PART;

WHEREAS 'Developer' is the absolute owner and in possession of the vacant land measuring 20.53 acres at survey No. 115/part, Nanakramguda Village, Serilingampally Mandal, Rangareddy District, Andhra Pradesh. Pursuant to the grant of requisite approval by the Board of Approval, Ministry of Commerce, Government of India (hereinafter referred to as BOA), the 'Developer' is developing an IT/ITES Special Economic Zone (hereinafter referred to as SEZ) at the said land as per the Approval Letter No. F.2/108/2006, EPZ, dated 16.06.2006 attached herewith as APPENDIX A with 97% of the SEZ as processing zone. The SEZ is fully described and delineated in the site plan attached as APPENDIX B to this Agreement;

Whereas the Government of Andhra Pradesh ("GoAP") had earlier entered into a Memorandum of Understanding (MOU) dated 09.12.2004 with the Co-developer wherein the GoAP directed the Developer to allot land bearing No. 115 measuring 6.32 acres situated at Nanakramguda Village, Serilingampally Mandal, R.R. District, Andhra Pradesh (which is more fully described in the schedule hereunder and hereinafter referred to as SECTOR A and shown in colour green in the site plan annexed as APPENDIX B to this Agreement) to the Co-developer on payment of the amount mentioned in MOU for the development of an IT Park.

2

Whereas prior to the commencement of construction by the Co-developer on the Schedule Property, the Schedule Property was declared to be falling within the SEZ.

AND WHEREAS since the Developer had already allotted the Schedule Property to the Co-developer vide an Allotment Letter bearing No. Lr. No.
4042/PM(IPU)/APIIC/03 dated 15.01.2005 pursuant to the MOU, the 'Developer' wishes to enter into an Lease Deed with the 'Co-developer' for development of complete IT infrastructure on Sector A and for this purpose has granted a perpetual lease of 99 years to 'Co-developer'.

Whereas The Developer has handed over the possession of Sector A to the Co Developer to provide infrastructure facilities and undertake authorized operations on Sector A.

AND WHEREAS 'Co-developer' will be responsible to apply to the BOA for being approved as Co-developer in the SEZ for 'Sector A' under the provisions of the Special Economic Zone's Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under.

AND WHEREAS the 'Developer' undertakes to get the SEZ notified under subsection
(1) of section 4 of the Special Economic Zones Act, 2005 (28 of 2005) read with rule 8 of the Special Economic Zones Rules, 2006.

AND WHEREAS 'Developer' and 'Co-developer' are desirous of reducing the Co-Developer Agreement reached between them into writing.

3

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. 'Developer' and 'Co-developer' have agreed that the 'Co-developer' shall have the sole responsibility (including through its agents, contractors and subcontractors) for development of complete infrastructure for the operation of IT/ITES company and carrying out the authorized operations in 'Sector A'. It shall be the responsibility of the 'Co-developer' for getting approval of BOA for all the proposed activities as 'authorised operations' and for which, the 'Developer' shall extend full co-operation.

2. The 'Developer' shall provide support infrastructure at its own cost such as access road upto the periphery of 'Sector A', Power, water sewage upto the 'Sector A' boundary as per ICT Policy 2005-2010. The 'Co-developer' shall bear the cost of provision of power, water, sewerage and roads within 'Sector A' periphery and shall have to bear the cost of consumption of water, power & sewerage. The 'Co-developer' shall pay the charges for various servicing and common facilities and also for up-keep and maintenance of Roads, water supply, drainage, sewage disposal, street lights within Sector A to the administration or some other agency as the case may be, failure in respect of which would entail the services being disconnected.

3. The 'Developer' shall sign, without demur, such applications, no-objection certificates or any documents prescribed by any statute / government authority as may be required by the 'Co-developer' to obtain necessary statutory approvals, permissions etc. to carry out its obligations in accordance with the terms of this Agreement.

4

4. The 'Co-developer' shall invest an amount of at least Rs. 67.5 crores in 'Sector A' which will include investment in movable and immovable assets like plant and equipment, hardware and software deployed in creation of facilities/campus including lease premium of land and buildings inside 'Sector A' and shall build a minimum of 250,000 Sq. Ft. of plug and play IT/ITES space in 'Sector A' from the date of commencement of construction and the entire project shall be completed over a period of 3 years from the date of commencement of construction.

5. The 'Co-developer' shall commence construction/site infrastructure work of the project within 3 (three) months from the date of its official designation as 'Co-developer' by the BOA or upon receiving all statutory approvals to commence construction of the project, which ever is later.

6. The 'Co-developer' shall have the sole and exclusive right with respect to 'Sector A' portion of the SEZ including but not limited to all the developments thereon and to all revenues including advances and deposits etc. and 'Developer' shall have no rights or claim whatsoever on the same. The Co-developer shall be entitled to use the IT infrastructure project on completion and take all further steps necessary for the use of the IT Infrastructure project or units.

7. The Co-developer shall be responsible for obtaining all requisite sanctions, approvals, clearance and permissions for development of Premises and construction of the infrastructure, building or erection

5

of any structure in 'Sector A' and shall observe and conform to all laws, rules, regulations and byelaws of the state/ local authority concerned and/ or any other statutory regulations in force including but not limited to conditions under the various environment related legislation, including, without limitation, as prescribed by the Pollution Control Board, and the terms and conditions of the Lease Agreement relating to the said construction / erection, at its own cost and expense.

8. All costs, expenses, charges, etc. for the construction of the infrastructure, building or erection of any structure on Sector A and all matters connected with and incidental thereto, including expenses for preparation, submission and obtaining approval and sanction for the building plan, obtaining the occupation certificate and all other permissions and approvals shall be borne exclusively by the Co-developer.

9. The Co-developer shall be solely responsible for compliance of and for discharging all obligations to or in connection with its employees, agents or contractors for payments including payment of wages / salaries, providing all amenities and benefits that may be required under the law for the time being in force, for any statutory liability arising out of employment or non-employment and for the safety and security of all personnel engaged and materials used by the Co-developer in the development of 'Sector A' and construction of infrastructure, building or erection of the structure and the Developer shall in no way be concerned with the same.

6

10. The 'Co-developer' shall stay invested in the project till the completion of the project and any change in the said status during such period shall be made with prior approval of IT & C Department, GoAP and the 'Developer', which approval will not be unreasonably withheld.

11. The 'Developer' shall not be responsible to any customers, vendors and any other parties in relation to 'Sector A' of SEZ and the 'Co-developer' shall keep 'Developer' indemnified against any claim(s) with reference to 'Sector A' unless the same is a result of any direct/indirect act of the 'Developer'. The 'Developer' shall indemnify and keep indemnified the 'Co-developer' in respect of any claim or liability incurred or suffered by the 'Co-developer' as a result of a breach of the terms of this Agreement by the 'Developer'.

12. Part or all of any clause of this Agreement that is illegal, unlawful, unenforceable either at the inception of this Agreement or by virtue of any new laws, maybe severed, at the time of the same coming into effect or at the time of bringing of the same to the notice of the other party, from this Agreement and does not affect the continued operation of the remaining provisions of this Agreement.

13. The failure of a party at any time to require full or partial performance of any provision of this Agreement does not affect in any way the full right of that party to require that performance subsequently. The waiver by any party of a breach of a provision of this Agreement is not deemed to be a waiver of all or part of that provision or of any other provision or of the right of that party to avail

7

itself of its rights subsequently. Any waiver of a breach of this Agreement must be in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

14. The expression 'FORCE MAJEURE' shall mean and include:

a. war, hostilities (whether war declared or not) invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, civil war, terrorism, riot and disorders, strike, lockout, labour unrest or other industrial disturbances (affecting the performance of this Agreement).

b. Ionizing radiation or contamination by radioactivity from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive, nuclear assembly or nuclear component thereof.

c. Pressure waves caused by aircraft or other aerial devices traveling at sonic or at supersonic speeds;

d. earthquake, floods, subsidence, lightning or any operation of the forces of nature;

Any other event such as changes in market conditions which impact the demand for built up office space and thus impair the ability of the Co-Developer to fulfill the obligations mentioned herein etc, which

8

the Co-Developer could not reasonably be expected to control (but shall not include any event caused by failure to observe good construction, operation or maintenance practice nor any event caused by negligence in the provision of adequate supervision) which significantly delays or renders the agreement incapable of being performed, and which, even by the exercise or due diligence neither party is able to overcome;

No party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered as a result of a Force Majeure event. The party claiming the Force Majeure event shall notify the other party in writing and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other party informed of any further developments. The parties shall use their best efforts to remove the cause of non-performance and shall resume performance hereunder with utmost dispatch when such cause or event is removed. If the Force Majeure continues for a continuous period of three (3) months, the parties shall mutually discuss the future course of action available to them to resolve / rectify the Force Majeure event. Further, upon the happening of a Force Majeure event, the time period for completion of the project as set out hereinabove shall get automatically extended by the period for which the Force Majeure event subsists.

15. The 'Developer' represents and warrants that there is no restriction on it entering into this Agreement with the 'Co-developer. Further,

9

the representations and undertakings of the 'Developer' as set out in the Recitals to this Agreement shall form an integral part of this Agreement.

16. A notice required or authorised to be given or served upon a party pursuant to this Agreement must be in writing in the English language and may be given or served by facsimile, prepaid post or delivered by hand to that party at the address of the party as specified herein above or such other address or facsimile number as the party may have notified in writing to the other party or parties:

17. This Agreement is governed by the laws of India and Andhra Pradesh as the case may be. Subject to Clause 19, each party irrevocably submits to the jurisdiction of the courts of Hydrabad, Andhra Pradesh.

18. No amendment to this Agreement has any force unless it is in writing and signed by the parties to this Agreement.

19. In the event the disputes or differences are not resolved amicably, the same shall be referred to arbitration in accordance with The Indian Arbitration and Conciliation Act, 1996 or its successor legislation and shall be conducted in Hyderabad. The Arbitral Tribunal shall consist of three members, one each to be nominated by each Party and the Umpire to be nominated by the two arbitrators. The decision of the arbitrators shall be final and binding upon the parties. Any reference under this clause shall be deemed to be a reference to arbitration within the meaning of the Indian Arbitration and Conciliation Act, 1996 or its successor legislation.

10

Sector A

Immovable Property bearing No. 115 Part admeasuring 6.32 acres situated at Nanakramguda Village, Serilingampally Mandal, R.R. District, Andhra Pradesh and bounded on the:
East by: Proposed 18.OM Wide Road
West by: Private Lands
North by: Proposed 45.OM Wide CDA M.P. Road South by: Plot No.9

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS AGREMENT ON THE DAY, DATE AND MONTH MENTIONED ABOVE.

'DEVELOPER' 'CO-DEVELOPER'

(APIIC Ltd. Stamp) (Virtusa (India) Private Limited Stamp)
WITNESSES:

1.

2.

(SEAL)

11

APPENDIX - A

(SEAL) (STAMP)

No. F.2/108/2006-EPZ Government of India Ministry of Commerce & Industry Department of Commerce


(SEZ Section)

...

Dated the 16th June, 2006

To,
The Developer,
Andhra Pradesh Industrial Infrastructure Corpn Ltd (APIIC), 6th Floor, Parisrama Bhavan, Fateh Maidan Road. Basheerbagh, Hyderabad 500 004 (AP).

Subject: Setting up of a sector-specific Special Economic Zone for IT/ITES sector at Nanakramguda Village, Serilingampally Mandal, Rangareddy Dist, Andhra Pradesh - Reg

Sir(s),

With reference to your above mentioned application, Government of India is pleased to grant formal approval to your proposal for development, operation and maintenance of a Special Economic Zone (SEZ), as per details given below:-

I. PROPOSAL and PROJECT DETAILS:- To set up a sector-specific Special Economic Zone for IT/ITES sector over an area of 20.53 hectares at Nanakramguda Village, Serilingampally Mandal, Rangareddy Dist, Andhra Pradesh

II. DEVELOPER:- M/s. Andhra Pradesh Industrial Infrastructure Corpn Ltd (APIIC)

III. General Conditions:

(i) The Developer shall develop, operate and maintain the Special Economic Zone in terms of the Special Economic Zones Act, 2005 and the rules made there-under.

(ii) The Developer shall execute Bond-cum-Legal Undertaking as required under rules 12 and 22 of the Special Economic Zone Rule, 2006 for the authorised operations.

(iii) The Developer shall obtain the required approval from various statutory authorities under relevant statutes and regulations of the Government of India and the State Government and local bodies.

(iv) The Developer shall make adequate provision for rehabilitation of the displaced persons.

(v) The project shall be implemented and operated in terms of the Special Economic Zones Act, 2005 and the rules and orders made there-under.

(vi) The Developer shall conform to the environmental requirements.

(vii) The Developer shall abide by the local laws, rules, regulations or bye-laws in regard to area planning, sewerage disposal, pollution control, labour laws and the like as may be locally applicable.

(viii) The Developer shall raise the required funds for the project. External commercial borrowing, if any, will be as per the guidelines of the Ministry of Finance, Department of Economic Affairs, Government of India, New Delhi.

(ix) This approval is valid for a period of three years within which time the Developer shall implement the project. The project implementation progress report will be submitted to Government of India every six months.

(x) This approval is liable to be suspended in case of violation of any of the terms and conditions stipulated herein.

(xi) The operation and maintenance of the facilities will be made as per the standards specified in the proposal and to the satisfaction of the users.

(xii) The Developer shall maintain adequate manpower to provide the facilities.

(xiii) The user charges will be finalized in consultation with the Development Commissioner and the users. This shall be subject to revision as per the agreed terms.

(xiv) The Developer shall obtain the approval of Board for specific activities proposed to be undertaken for development, operation and maintenance of Special Economic Zone. Based on the activities approved by the Board, the Developer shall be entitled for duty free import or domestic procurement of goods for the approved activities under rules 10 after the Special Economic Zone has been notified.

(xv) The authorized operations shall be carried out in terms of the parameters laid down in the Special Economic Zones Act, 2005 and the Rules and orders made there-under and in accordance with the proposal approved herein.

(xvi) No duty free goods shall be available for personal use of, or consumption by officials, workers, staff or owners of the Unit or Developer.

(xvii) Normally, no extension of validity period of three years for implementation of the project will be considered. Any request, however, may be considered by the Board, on merits. Such request shall be submitted to the Government six months before expiry of the approval period.

(xviii) The developer shall construct a minimum built up processing area of One Lakh square meters.

2. This approval shall be also subject to other conditions as approved by the Board.

3. The Developer may convey acceptance of all the terms and conditions indicated above within thirty days from the date of issue of this letter. All future correspondence may be addressed to the Director (SEZ), Department of Commerce, Udyog Bhavan, New Delhi-11.

4. The Developer may send exact details of the area along with a map indicating the Special Economic Zone area certified by the District Revenue Authorities for notification in the Gazette of India.

5. The Developer shall furnish to the Development Commissioner. Visakhapatnam Special Economic Zone returns on import, procurement and utilization of goods, as provided for under the Special Economic Zone Rules, 2006.

Yours faithfully, 

/s/ Yogendra Garg
----------------------------------------
16.6.06
(YOGENDRA GARG)
Director
Tel. (011) 2306 3434
Email: v.garg@nic.in

Copy to:

1. Central Board of Excise and Customs (Shri A.P. Sudhir, Member (Customs), Department of Revenue, North Block, New Delhi.

2. Central Board of Direct Taxes (Shri Arivnd Modi, joint Secretary (TPL-II)), Department of Revenue, North Block, New Delhi.

3. Ministry of Finance (Shri Amitab Verma, Joint Secretary), Banking Division, Department of Economic Affairs.

4. Department of Industrial Policy and Promotion (Shri Umesh Kumar, Joint Secretary).

5. Ministry of Science and Technology (Shri I.B.Singh, Adviser), Technology Bhavan, Mehrauli Road, New Delhi.

6. Ministry of Small Scale Industry (Shri Satyanand Mishra, Development Commissioner), Nirman Bhavan, New Delhi.

7. Ministry of Home Affairs (Shri L.C. Goyal, Joint Secretary), North Block, New Delhi

8. Ministry of Defence (Shri Anand Misra, Joint Secretary (Coordination).

9. Ministry of Environment and Forests (Shri R. Chandermohan, Joint Secretary), Pariyavaran Bhavan, CGO Complex, New Delhi - 3.

10. Legislative Department (Dr. V.K Bhasin, Joint Secretary and Legislative Counsel).

11. Ministry of Overseas Indian Affairs (Shri G. Gurucharan, Joint Secretary (FS), Akbar Bhawan, Chankyapuri, New Delhi.

12. Department of Urban Affairs, Town Country Planning Organisation, (Shri K.T. Gurumukhi, Chief Planner), Vikas Bhavan (E-Block), I.P. Estate, New Delhi.

13. Director General of Foreign Trade (Shri K.T. Chacko, DG), Department of Commerce, Udyog Bhavan, New Delhi.

14. Development Commissioner, Visakhpatnam Special Economic Zone, Visakhapatnam.

15. Govt. of Andhra Pradesh (Smt K. Rama Prabha, Secretary, Information Technology and Communication), 'D' Block, Room No. 431-A, A.P.

Secretariat, Hyderabad - 500022

Copy for information to: PPS to SS (GKP)/ PPS to JS (JD)/DS (RGS).

APPENDIX-B

(PROPOSED LAY OUT PLAN OF I.T. PARK AT NANAKRAMGUDA)

WITNESS

1)

2)

(SEAL)

SECTOR-A

SITE PLAN OF PLOT NO-10, IN SY.NO. 115/P ON I.T. PARK, SITUATED AT NANAKRAMGUDA(V) R. R. DIST. A.P. ALLOTTED TO M/S. VIRTUSA (INDIA) PVT. LTD. 

AREAS:-                                 REF:-

PLOT AREA: 25,577.04 SQ. MTS./          INCLUDED: ___________________________
           AC.6.32

                                        BOUNDARIES:-

                                        NORTH: PROP. 45.0M WIDE CDA M.P. ROAD
                                        SOUTH: PLOT NO. 9
                                        EAST:  PROP. 18.0M WIDE ROAD
                                        WEST:  PRIVATE LANDS.

              (PROPOSED LAY OUT PLAN OF I.T. PARK AT NANAKRAMGUDA)

WITNESS

1)

2)

                                                                          (SEAL)

PHOTOGRAPHS AND FINGERPRINTS AS PER SECTION 32A OF REGISTRATION ACT, 1908 

FINGER PRINT IN                               NAME & PERMANENT POSTAL
BLACKINKLEFT      PASSPORT SIZE             ADDRESS OF PRESENTANT/OWNER
THUMB               PHOTOGRAPH                      /DEVELOPER
---------------   -------------   ----------------------------------------------
   (OVAL)             (BOX)       DEVELOPER

                                   1. APIIC LIMITED
                                      4TH FLOOR PARISRAMA BHAVAN,
                                      BASHEERBAGH,
                                      HYDERABAD - 500 004.
                                      REP. BY. PROJECT MANAGER (IPU)
                                      SRI D. PARDHASARADHI RAO
                                      S/O D.CH. B. VENKAT RAO

   (OVAL)             (BOX)       CO-DEVELOPER

                                   2  M/s. Virtusa (India) Private Limited,
                                      3rd Floor, MyHome Tycoon,
                                      Begumpet, Hyderabad-500 016.

                                  REP.BY: FINANCIAL CONTROLLER
                                          SRI M. HARI RAJU,
                                          S/O M. SIVA RAJU

   (OVAL)             (BOX)       SPL. POWER OF ATTORNEY TO (1)
                                  SPA NO.93/2003, DT. 27.6.2003

                                  3. SRI C. BALA SUBRAHMANYAM
                                     S/O CHEVURU PULLAIAH
                                     Manager (Development),
                                     APIIC,, Basheerbagh
                                     Hyderabad - 500 004

SIGNATURE OF WITNESSES

1

2

(PHOTO OF ONE HUNDRED RUPEES)

(Indian Characters) ANDHRA PRADESH

LEASE DEED

THIS LEASE DEED ("DEED") IS MADE AND EXECUTED AT HYDERABAD ON THIS 26TH DAY OF
MARCH 2007.

BY AND BETWEEN

ANDHRA PRADESH INDUSTRIAL INFRASTRUCTURE CORPORATION LIMITED, Hyderabad, a Government Company registered under the provisions of the Companies Act, 1956 and having its registered office at 6th Floor, Parisrama Bhavanam, Fateh Maidan Road, Hyderabad - 500 004 represented herein by Mr. D. Pardhasaradhi Rao, Authorised Signatory (hereinafter referred to as APIIC/LESSOR', which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the ONE PART;

(APIIC Ltd. Stamp) (Virtusa (India) Private Limited Stamp)

(SEAL)

AND

VIRTUSA (INDIA) PRIVATE LIMITED, a company registered under the Companies Act, 1956, having its Registered Office at 3rd Floor, My Home Tycoon, Begumpet, Hyderabad-500016, represented herein by its Financial Controller, Mr. M, Hari Raju, vide resolution passed at the meeting of the Board of Directors/ Authorization dated ________________________________ (hereinafter referred to as "VIRTUSA/LESSEE", which term shall unless the context requires otherwise include its successors in office and assigns) of the OTHER PART

WHEREAS:

(1) 'Lessor' is the absolute owner and possessor of the vacant land measuring 50.73 acres at survey No. 115/part, Nanakramguda Village, Serilingampally Mandal, Rangareddy District, Andhra Pradesh. Pursuant to the grant of requisite approval by the Board of Approval, Ministry of commerce, Government of India (hereinafter referred to as BOA), the Lessor/'Developer' is developing an IT/ITES Special Economic Zone (hereinafter referred to as SEZ) at the said land as per the Approval Letter No.F.2/108/2006-EPZ dated 16.6.2006 attached herewith as APPENDIX A with 97% of the SEZ as processing zone. The SEZ is fully described and delineated in the site plan attached as APPENDIX B to this Deed;

(2) On the request of the Lessee, the 'Lessor' is agreeable to lease out 6.32 acres of Land forming part of 50.73 acres at survey No. 115/part, Nanakramguda Village, Serilingampally Mandal, Rangareddy District, Andhra Pradesh morefully described in the Schedule hereunder and hereinafter referred to as SECTOR A shown in colour green in the site plan APPENDIX B to this Lease Deed on lease for 99 years to the 'Lessee' for development of complete IT infrastructure within the periphery of 'Sector A' as a co-developer for 'Sector A' portion of the SEZ.

(3) The "Lessee" has agreed to take on lease 'Sector A' portion of SEZ subject to the terms and conditions hereafter appearing and to become a co-developer for the purpose of providing infrastructure facilities and undertake authorized operations in 'Sector A' of SEZ.

(4) The 'Lessee' will be responsible to apply to the BOA for being approved as Co-developer in the SEZ for 'Sector A' under the provisions of the Special Economic Zone's Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under. 'Lessor' shall assist 'Lessee' in obtaining such approval by signing the required consent letter, documents etc.

(5) The 'Lessor' undertakes to get the SEZ notified under subsection (1) of section 4 of the Special Economic Zones Act, 2005 (28 of 2005) read with rule 8 of the Special Economic Zones Rules, 2006.

(6) Parties had entered into a MOU dated 9th December, 2004 ("MOU") and an Agreement to Sale dated 28th June, 2006 ("Agreement to Sale") containing the

2

terms and conditions relating to the allotment and usage of Sector A, which form part of this Deed as specified in the relevant clause below.

NOW THIS LEASE DEED WITNESSETH AS FOLLOWS:

1. GRANT OF LEASE & CONSIDERATION

1.1 In consideration of the payment of Lease Premium amounting to Rs.
2,29,19,190 (Rupees Two Crores Twenty Nine Lakhs Nineteen Thousand One Hundred and Ninety only) details of which are provided in Clause 1.2 below and yearly rentals by the Lessee to the Lessor and the observance of terms and conditions hereinafter contained by the Lessee, the Lessor hereby demises to the Lessee and the Lessee hereby takes on lease, 'Sector A' as detailed in Appendix B, for a period of 99 years commencing from 26/3/07 and ending on 25/3/2106 ("TERM"), subject to the conditions stipulated hereunder.

1.2 In terms of Clause 3(a) and 3(b) of the MOU and Clause I of the Agreement to Sale, Lessee is entitled to an employee related rebate cum reduction of an amount equivalent to Rs.2,29,19,190 (Rupees Two Crores Twenty Nine Lakhs Nineteen Thousand One Hundred and Ninety only). It is further clarified that IT & C Department has confirmed that Lessee has employed 1247 eligible employees vide Lr.No.1863/IT &C/2004 dt. 18.03.2005 and that the Lessee has to further employ a minimum of 857 employees to claim full rebate on Lease Premium. To that extent the Lessee has furnished a Bank Guarantee No. 021GTO2061170001 dt.27.4.2006 for Rs.93,35,500 (amount balance associated with remaining 857 eligible employee obligation) of HDFC Bank Limited, Hyderabad which is valid up to 27.4.2009. Lessee shall pay the annual lease rent of Rs.100/-(Rupees one hundred only) per year for 99 years on first of January of each year at the office of the Lessor.

1.3 This lease shall be subject to Lessee getting the requisite approval from the Board of approval for becoming a co-developer of the 'Sector A' portion of SEZ. In case such status/permission is not granted within a period of 12 months from the date of this deed, whichever is earlier, this lease shall stand terminated from the date of refusal by the concerned authorities or 12 months whichever is earlier and the terms of the MOU and the Agreement to Sale shall prevail and be binding on Parties. Forthwith upon such termination, the Lessor shall refund all amounts whatsoever paid by the Lessee to the Lessor under this deed.

1.4 The period of Lease shall be Ninety Nine (99) years and may be renewed as mutually agreed upon by the Parties on the same terms and conditions.

1.5 The Lessor hereby represents and warrants to the Lessee that (a) it is the sole, legal and absolute owner of 'Sector A' with uninhibited rights of alienation over the same and no others whomsoever have any manner of subsisting rights, title or interest or have or will have any claims, in respect

3

of 'Sector A', and (b) 'Sector A' can be used in all respects for the purposes contemplated hereunder.

1.6 The Lessee may exercise the option to purchase 'Sector A' at any time during the tenure of this Lease Deed, if the same is permitted under SEZ Act, 2005. The Lessor undertakes that in the event the Lessee exercises its option to purchase 'Sector A', it shall allot the same on outright sale basis in favour of the Lessee as per the terms and conditions contained in the MOU and the Agreement to Sale.

2. COVENANTS BY THE LESSOR

The Lessor hereby covenants that:

2.1 Lessor will gel the SEZ notified under subsection (1) of section 4 of the Special Economic Zones Act, 2005 (28 of 2005) read with rule 8 of the Special Economic Zones Rules, 2006.

2.2 The 'Lessor' shall provide support infrastructure at its own cost such as access road upto the periphery of 'Sector A', Power, water sewage upto the 'Sector A' boundary as per ICT Policy 2005-2010. The 'Lessee' shall bear the cost of provision of power, water, sewerage and roads within 'Sector A' periphery and shall have to bear the cost of consumption of water, power & sewerage. The 'Lessee' shall pay the charges for various servicing and common facilities and also for up-keep and maintenance of Roads, water supply, drainage, sewage disposal, street lights to the administration or some other agency as the case may be, failure in respect of which would entail the services being disconnected.

2.3 The 'Lessor' shall facilitate development of infrastructure for entire SEZ in an integrated manner in consultation with the 'Lessee' and other co-developers and shall provide a mutually agreed integrated infrastructure scheme in SEZ so that the 'Lessee' could provide all infrastructure services, within 'Sector A' in consonance with the integrated infrastructure scheme in SEZ.

2.4 The Lessor shall ensure that the Lessee shall peacefully and quietly use and enjoy, in accordance with the terms of this Lease Deed, the 'Sector A', without interruption or disturbance by the Lessor or any person lawfully or otherwise claiming by or through or under the Lessor during the currency of this Deed.

2.5 The Lessor shall sign, without demur, such applications, no-objection certificates or any documents prescribed by any statute / government authority as may be required by the Lessee to obtain necessary statutory approvals, permissions etc. to carry out its use of 'Sector A' in accordance with the terms of this Deed.

2.6 The 'Lessee' is entitled to seek various approvals and clearances in relation to the development and construction of infrastructure within

4

'Sector A' and to create mortgage, land in 'Sector A' (with prior written consent of "Lessor', which shall not be unreasonably withheld) in favor of the financial institutions/banks for extending loans and other facilities to the 'Lessee' in relation to the co-development of 'Sector A'. The Lessee shall be entitled to create a mortgage or other charge whatsoever, over (a) its rights under this Lease Deed, and/or
(b) its rights over the infrastructure and/or the buildings in 'Sector A', without any restriction whatsoever, with prior written consent of Lessor (which shall not be unreasonable withheld).

2.7 The Lessor agrees to consider any successor, transferee or assignee of the Lessee including by reason of any scheme of reconstruction, merger, demerger and any other change may be substituted in place of the Lessee subject to the terms of this Lease Deed and the provisions of the Special Economic Zone's Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under.

2.8 The Lessor shall not alienate, encumber or transfer any rights or interest whatsoever in 'Sector A', in favor of any person during the period of lease subject to clause 2.6 mentioned hereinabove.

3. DEVELOPMENT OF 'SECTOR A'

3.1 Lessee shall have the sole responsibility (including through its agents, contractors and subcontractors) for development of complete infrastructure for operation of IT/ITES companies and carrying out the authorized operations in 'Sector A'.

3.2 Each Party hereby for itself and all persons deriving or claiming any right, title or interest under it (collectively the "Indemnitor") covenant, agree and undertake with the other Party its successors and all persons claiming under it (collectively the "Indemnitee") that the Indemnitor shall and will from time to time and at all times throughout hereafter save harmless, indemnify and keep indemnified the Indemnitee and their respective estates and effects against all actions, suits, proceedings, claims, demands, costs, charges, expenses, damages, penalties or payments that may be taken or made by any authority or by anyone whomsoever for any breach by the Indemnitor or by any one whomsoever under the instructions of an Indemnitor or on their behalf or for them of any provisions of this Deed.

4. COVENANTS OF THE LESSEE

The 'Lessee' shall invest a minimum amount as agreed upon in Clause 2 (d) of the MOU in 'Sector A' which will include investment in movable and immovable assets and construction buildings, plant and equipment, hardware and software deployed in creation facilities/campus inside 'Sector A' and shall build a minimum of 2,50,000 Sq. Ft. of IT/ITES space in 'Sector A' in phases, and the entire project shall be completed over a period of 3 years from the date of obtaining possession of 'Sector A'. The Lessee shall ensure employment generation as agreed upon in the MOU.

5

4.1 The 'Lessee' shall commence construction/site infrastructure work of the project within 6 months from the date of taking possession of 'Sector A' or upon receiving all statutory approvals to commence construction of the project, which ever is later. It is hereby agreed that as of the date of this Deed, Lessee is in full compliance with this Section.

4.2 The 'Lessee' shall utilize 'Sector A' for the purpose for which it is leased i.e., for IT or ITES purposes and not for any other purpose.

4.3 The 'Lessee' undertakes to inform 'Lessor' about the details of Finance(s) raised (if any) on the security of 'Sector A', from time to time till the Loan(s) is/are re-paid to the financial agencies.

4.4 The Lessee shall have (a) the right to sub-lease / license out 'Sector A' and any development / infrastructure constructed thereon either in whole or in part(s) to one or more units and shall keep the Lessor informed in advance.

4.5 The Lessee shall pay all Taxes, charges, rates, and outgoings of whatsoever in respect of the Sector A premises to the competent authorities.

4.6 The Lessee shall insure all the buildings together with all fittings & fixtures, machines etc. with any Insurance Company for loss due to fire, earthquake, storm, flood etc. through out the period of lease.

5. STAMP DUTY & REGISTRATION

All expenses with respect to execution and registration of this Lease Deed shall be paid by the Lessee including stamp duty, registration charges or any other statutory fee or charges required to be paid under applicable law to complete the transaction envisaged under this Lease Deed. Subject to the terms hereof, all formalities relating to registration of this Lease Deed shall be commenced forthwith upon execution of this Deed, and shall in any event be completed within a period of _______________ days from the date of execution of this Lease Deed.

6. MISCELLANEOUS PROVISIONS

6.1 Time is of the essence with respect to all of the terms and conditions of this Lease Deed.

6.2 The parties have agreed that the Deed shall not alter, amend or terminate any of the provisions of the Agreement to Sale or the MOU. In the event of the termination of the Deed for any reason whatsoever including breach of the Deed, the parties shall revert to the Agreement to Sale/MOU and the terms of the Agreement to Sale/MOU shall be binding on the Parties. Further, in case of a conflict between the terms of the Deed and the Agreement to Sale, the terms of the Agreement to Sale shall prevail.

6

6.3 Failure by either Party to enforce any provision of this Lease Deed shall not constitute a waiver or affect a respective Party's right to require the future performances thereof, nor shall either Party's waiver of any breach of any provision of this Lease Deed constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.

Any delay in completion of the project on any reason, during the period of lease, shall be treated as significant event of default of the Lessee under this lease deed, leading to the termination of this lease deed. In case of such a delay, the 'Lessor' shall notify the 'Lessee' of such default in writing and shall call upon the 'Lessee' to rectify the same within a period of 180 (one hundred eighty) days from the date of Lessor's written notice to Lessee. In the event such default is not rectified within such stipulated time, the 'Lessor' is entitled terminate this lease deed forthwith.

6.4 In the event that any provision of this Lease Deed shall be held invalid as contrary to any law, statute or regulation in that regard, the validity of any other provision of this Lease Deed shall not be affected and each and every provision shall be severable from each and every other.

6.5 The Lessor and Lessee shall not be liable as per MOU, the Allotment Letter, and this Deed for any delay or default in compliance of any of the terms thereof, which is solely attributable to causes beyond their control. If delay is caused in such an event, the period for compliance shall be extended by the period of such delay. If, due to such causes, either party, using reasonable, good faith efforts, is not able to implement the provisions of the MOU, the Allotment of the Schedule Land and this Deed, then neither party shall be liable to the other and in such an event Lessor shall refund to Lessee all amounts paid to the Lessor in connection with the Schedule Land and the parties shall resume status quo ante as per APIIC allotment regulations.

6.6 The Lessor and Lessee are independent contractors, independent of one another and neither has the authority to bind the other to any third party or otherwise to act as the representative of the other unless otherwise expressly agreed to in writing by both parties hereto.

6.7 Notice under this Lease Deed will be in writing and will, for all purposes, be deemed to have been fully given and received when actually received and they will be sent by registered or certified mail, return receipt request, postage prepaid, (unless otherwise provided) properly addressed, to the respective parties hereto at the following addresses, or at such other address for either party as may be specified by the such party to such purpose, or by telefax and confirmed by hardcopy mailed to the recipient: 

The LESSOR                              APIIC LTD

                                        [4th Floor, Parisrama Bhavan, Basheer
                                        Bagh, Hyderabad - 500 004
                                        Attention: D. Pardhasaradhi Rao,

7 
                                        Project Manager (IPU),

                                        Facsimile Number: 040 - 23240205

LESSEE                                  VIRTUSA INDIA PRIVATE LIMITED

                                        3rd Floor, My Home Tycoon,
                                        Begumpet, Hyderabad-500016
                                        Attention: Mr. Hari Raju

                                        Facsimile Number: 040-2341 2310

     6.8  If any dispute or difference shall at any time arise between the
          Parties to this Lease Deed or under any clause or their respective
          rights, claims or liabilities hereunder or otherwise in any manner
          whatsoever, in relation to or arising out of or concerning this Lease
          Deed, the Parties shall promptly and in good faith negotiate with a
          view to arrive at an amicable resolution and settlement. In the event
          no amicable resolution or settlement is reached within a period of 30
          days from the date of commencement of discussions, subject to the
          provisions of SEZ Act and without in any manner affecting the rights
          of the authorities under the said Act, such disputes and/or
          differences shall be referred to arbitration whereby each Party hereto
          shall appoint one arbitrator and the two arbitrators so appointed
          shall appoint a third arbitrator to act as the presiding arbitrator.
          If the two arbitrators fail to appoint a third arbitrator, then the
          third arbitrator shall be appointed as per the Arbitration and
          Conciliation Act, 1996 and any amendments or modifications thereto.
          The arbitration proceedings shall be held in Hyderabad in accordance
          with the provisions of the Arbitration and Conciliation Act, 1996 and
          the findings of the arbitrator(s) shall be final and binding on the
          Parties. The proceedings shall be conducted in the English language.
          During the period of any dispute under this Agreement, through the
          date of final adjudication or settlement, as the case may be, neither
          party shall have the right to terminate this Agreement.

     6.9  The Parties shall bear the cost of appointing their respective
          arbitrators and the costs incurred towards the appointment of the
          third arbitrator shall be borne by both the Parties equally.

6.10 This Lease Deed shall be governed by Indian Law and subject to Clause 6.10 above, the courts of law in Hyderabad will have exclusive jurisdiction in any matter arising from or relating to this Deed to the exclusion of all other Courts that may have had jurisdiction in the matter.

6.11 Counterparts: This Lease Deed has been executed in duplicate, each of which shall be deemed an original but all of which together shall constitute but one and same instrument.

8

SCHEDULE PROPERTY - Sector A

District: Ranga Reddy Mandal: Serilingampally

Village: Nanakramguda Municipality: Serilingampally

Land measuring 6.32acres, situated in Survey No. 115/Part of Nanakramguda Village Serilingampally Mandal, R R District

East by: Proposed 18.0M Wide Road
West by: Private Lands
North by: Proposed 45.0M Wide CDA M.P.Road South by: Plot No.9

IN WITNESS WHEREOF, the parties hereto above have caused this Deed to be executed as on the day mentioned herein above. 

SIGNED AND DELIVERED by the within                      (APIIC Ltd. Stamp)
named LESSOR (ANDHRA PRADESH
INDUSTRIAL INFRASTRUCTURE CORPORATION
LIMITED) through its Authorized
Signatory


Mr.                                     SIGN & DATE
    ---------------------------------
in the presence of


Mr.                                     SIGN & DATE
    --------------------------------
SIGNED  AND  DELIVERED  by  the                         (Virtusa (India) Private

within named LESSEE (VIRTUSA INDIA Limited Stamp) PRIVATE LIMITED) through its authorized
signatory;

Mr. SIGN & DATE in the presence of

Mr. SIGN & DATE

(SEAL)

9

APPENDIX - A

(SEAL) (STAMP)

No. F.2/108/2006-EPZ Government of India Ministry of Commerce & Industry Department of Commerce


(SEZ Section)

Dated the 16th June, 2006

To,
The Developer,
Andhra Pradesh Industrial Infrastructure Corpn Ltd (APIIC), 6th Floor, Parisrama Bhavan, Fateh Maidan Road, Basheerbagh, Hyderabad 500 004 (AP).

Subject: Setting up of a sector-specific Special Economic Zone for IT/ITES sector at Nanakramguda Village, Serilingampally Mandal, Rangareddy Dist, Andhra Pradesh - Reg

Sir(s),

With reference to your above mentioned application, Government of India is pleased to grant formal approval to your proposal for development, operation and maintenance of a Special Economic Zone (SEZ), as per details given below:-

I. PROPOSAL and PROJECT DETAILS:- To set up a sector-specific Special Economic Zone for IT/ITES sector over an area of 20.53 hectares at Nanakramguda Village, Serilingampally Mandal, Rangareddy Dist, Andhra Pradesh

II. DEVELOPER:- M/s. Andhra Pradesh Industrial Infrastructure Corpn Ltd (APIIC)

III. General Conditions:

(i) The Developer shall develop, operate and maintain the Special Economic Zone in terms of the Special Economic Zones Act, 2005 and the rules made there-under.

(ii) The Developer shall execute Bond-cum-Legal Undertaking as required under rules 12 and 22 of the Special Economic Zone Rule, 2006 for the authorised operations.

(iii) The Developer shall obtain the required approval from various statutory authorities under relevant statutes and regulations of the Government of India and the State Government and local bodies.

(iv) The Developer shall make adequate provision for rehabilitation of the displaced persons.

(v) The project shall be implemented and operated in terms of the Special Economic Zones Act, 2005 and the rules and orders made there-under.

(vi) The Developer shall conform to the environmental requirements.

(vii) The Developer shall abide by the local laws, rules, regulations or bye-laws in regard to area planning, sewerage disposal, pollution control, labour laws and the like as may be locally applicable.

(viii) The Developer shall raise the required funds for the project. External commercial borrowing, if any, will be as per the guidelines of the Ministry of Finance, Department of Economic Affairs, Government of India, New Delhi.

(ix) This approval is valid for a period of three years within which time the Developer shall implement the project. The project implementation progress report will be submitted to Government of India every six months.

(x) This approval is liable to be suspended in case of violation of any of the terms and conditions stipulated herein.

(xi) The operation and maintenance of the facilities will be made as per the standards specified in the proposal and to the satisfaction of the users.

(xii) The Developer shall maintain adequate manpower to provide the facilities.

(xiii) The user charges will be finalized in consultation with the Development Commissioner and the users. This shall be subject to revision as per the agreed terms.

(xiv) The Developer shall obtain the approval of Board for specific activities proposed to be undertaken for development, operation and maintenance of Special Economic Zone. Based on the activities approved by the Board, the Developer shall be entitled for duty free import or domestic procurement of goods for the approved activities under rules 10 after the Special Economic Zone has been notified.

(xv) The authorized operations shall be carried out in terms of the parameters laid down in the Special Economic Zones Act, 2005 and the Rules and orders made there-under and in accordance with the proposal approved herein.

(xvi) No duty free goods shall be available for personal use of, or consumption by officials, workers, staff or owners of the Unit or Developer.

(xvii) Normally, no extension of validity period of three years for implementation of the project will be considered. Any request, however, may be considered by the Board, on merits. Such request shall be submitted to the Government six months before expiry of the approval period.

(xviii) The developer shall construct a minimum built up processing area of One Lakh square meters.

2. This approval shall be also subject to other conditions as approved by the Board.

3. The Developer may convey acceptance of all the terms and conditions indicated above within thirty days from the date of issue of this letter. All future correspondence may be addressed to the Director (SEZ), Department of Commerce, Udyog Bhavan, New Delhi-11.

4. The Developer may send exact details of the area along with a map indicating the Special Economic Zone area certified by the District Revenue Authorities for notification in the Gazette of India.

5. The Developer shall furnish to the Development Commissioner. Visakhapatnam Special Economic Zone returns on import, procurement and utilization of goods, as provided for under the Special Economic Zone Rules, 2006.

Yours faithfully, 

/s/ Yogendra Garg
----------------------------------------
16.6.06
(YOGENDRA GARG)
Director
Tel. (011) 2306 3434
Email: y.garg@nic.in

Copy to:

1. Central Board of Excise and Customs (Shri A.P. Sudhir, Member (Customs), Department of Revenue, North Block, New Delhi.

2. Central Board of Direct Taxes (Shri Arivnd Modi, Joint Secretary (TPL-II)), Department of Revenue, North Block, New Delhi.

3. Ministry of Finance (Shri Amitab Verma, Joint Secretary), Banking Division, Department of Economic Affairs.

4. Department of Industrial Policy and Promotion (Shri Umesh Kumar, Joint Secretary).

5. Ministry of Science and Technology (Shri I.B.Singh, Adviser), Technology Bhavan, Mehrauli Road, New Delhi.

6. Ministry of Small Scale Industry (Shri Satyanand Mishra, Development Commissioner), Nirman Bhavan, New Delhi.

7. Ministry of Home Affairs (Shri L.C. Goyal, Joint Secretary), North Block, New Delhi

8. Ministry of Defence (Shri Anand Misra, Joint Secretary (Coordination).

9. Ministry of Environment and Forests (Shri R. Chandermohan, Joint Secretary), Pariyavaran Bhavan, CGO Complex, New Delhi - 3.

10. Legislative Department (Dr. V.K Bhasin, Joint Secretary and Legislative Counsel).

11. Ministry of Overseas Indian Affairs (Shri G. Gurucharan, Joint Secretary (FS), Akbar Bhawan, Chankyapuri, Now Delhi.

12. Department of Urban Affairs, Town Country Planning Organisation, (Shri K.T. Gurumukhi, Chief Planner), Vikas Bhavan (E-Block), LP. Estate, New Delhi.

13. Director General of Foreign Trade (Shri K.T. Chacko, DG), Department of Commerce, Udyog Bhavan, New Delhi.

14. Development Commissioner, Visakhpatnam Special Economic Zone, Visakhapatnam.

15. Govt. of Andhra Pradesh (Smt K. Ratna Prabha, Secretary, Information Technology and Communication), 'D' Block, Room No. 431-A, A.P.

Secretariat, Hyderabad - 500022

Copy for information to: PPS to SS (GKP)/ PPS to JS (JD)/DS (RGS).

APPENDIX B

(PROPOSED LAY OUT PLAN OF I.T. PARK AT NANAKRAMGUDA)

WITNESS

1)

2)

(SEAL)

SECTOR-A

SITE PLAN OF PLOT NO. 10, IN SY.NO.115/P ON I.T. PARK, SITUATED AT NANAKRAMGUDA(V) R.R. DIST. A.P. ALLOTTED TO M/s. VIRTUSA (INDIA) PVT. LTD. 

AREAS:-                                 REF:-

PLOT AREA: 25,577.04 SQ.MTS./           INDLUDED: ______________________________
           Ac. 6.32

                                        BOUNDARIES:-

                                        NORTH: PROP. 4-5.0M WIDE CDA M-P. ROAD
                                        SOUTH: PLOT NO.9
                                        EAST:  PROP. 18.0M WIDE ROAD
                                        WEST:  PRIVATE LANDS.

(PROPOSED LAY OUT PLAN OF I.T. PARK AT NANAKRAMGUDA)

WITNESS:-

1)

2)

(SEAL)

PHOTOGRAPHS AND FINGERPRINTS AS PER SECTION 32A OF REGISTRATION ACT, 1908 

FINGER PRINT IN                              NAME & PERMANENT POSTAL
  BLACKINKLEFT    PASSPORT SIZE              ADDRESS OF PRESENTANT /
     THUMB          PHOTOGRAPH                  OWNER /DEVELOPER
---------------   -------------   --------------------------------------------
   (OVAL)             (BOX)       LESSOR

                                  l. APIIC LIMITED 4TH FLOOR PARISRAMA BHAVAN,
                                     BASHEERBAGH,
                                     HYDERABAD - 500 004.
                                     REP. BY, PROJECT MANAGER (IPU)
                                     SRI D. PARDHASARADHI RAO
                                     S/O D.CH. B. VENKAT RAO

   (OVAL)             (BOX)       LESSEE

                                  2. M/s. Virtusa (India) Private Limited,
                                     3rd Floor, MyHome Tycoon, Begumpet,
                                     Hyderabad - 500 016.

                                  REP.BY: FINANCIAL CONTROLLER
                                          SRI M. HARI RAJU,
                                          S/O M. SIVA RAJU

   (OVAL)             (BOX)       SPL.POWER OF ATTORNEY TO (1)
                                  SPA NO. 93/2003, DT. 27.6.2003

                                  3. SRI C. BALA SUBRAHMANYAM
                                     S/O CHEVURU PULLAIAH
                                     Manager (Development),
                                     APIIC,, Basheerbagh
                                     Hyderabad - 500 004

SIGNATURE OF WITNESSES

1

2