Master Services Agreement [Addendum No. 4] - Exult Inc. and Bank of America Corp.
Contract Number - 23191-001-001
Effective Date - June 21, 2002
Addendum 4 To Master Services Agreement
Exult, Inc. ("Service Provider") and Bank of America Corporation
("Customer") are parties to that certain Master Services Agreement
dated as of November 21, 2000 (the "Agreement"). This Addendum 4 to the
Agreement ("Addendum 4") is entered into by Service Provider and
Customer as of June 21, 2002 ("Addendum 4 Effective Date").
1. Scope. The Agreement is hereby amended by this Addendum 4 to (i)
amend Schedule A to provide Customer with access to Service
Provider's web toolkit system and a license to use the web toolkit
software and documentation as described in the Addendum to
Schedule A attached to this Addendum 4 ("Web Toolkit"); (ii)
further amend Schedule A to describe the support and maintenance
services to be provided by Service Provider for the Web Toolkit;
and (iii) amend Schedule C to set forth the [***]* Fee for the Web
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Toolkit and the mechanism for adjusting the Baseline Charges to
cover Service Provider's support and maintenance for the Web
Toolkit during the Term.
For and in consideration of the agreements set forth herein, Service
Provider and Customer hereby enter into this Addendum 4 as of the
Addendum 4 Effective Date.
Bank of America Corporation
By: _______________________________
Name: Christina McLaughlin
Title: Sr. VP Personnel Services
By: _______________________________
Name: Betty Luther
Title: VP Supply Chain Management
Exult, Inc.
By: _______________________________
Name: Barbara Williams
Title:
Addendum 4 - Version 1.8 Final 1 Bank of America / Exult
Dated - June 21, 2002
*Confidential information has been omitted.
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Proprietary and Confidential Bank of America / Exult
SERVICES AGREEMENT
SCHEDULE A
DESCRIPTION OF SERVICES
ADDENDUM 4
Schedule A - Version 1.8 Final i Bank of America / Exult
Dated - June 21, 2002
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Proprietary and Confidential Bank of America/Exult
SCHEDULE A
Description of Services
Section 1: Schedule A to the Agreement is hereby amended by the addition of a
new Section 4 thereto as follows:
4 Web Toolkit System
4.1 Web Toolkit
Service Provider will provide Customer with access to the Web Toolkit
system. The materials included in the Web Toolkit system provided
hereunder are the current version of the software and documentation
described below:
Software
- [***]*
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Technical Documentation
- [***]*
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4.2 License
Subject to the terms of this Addendum 4 and the Agreement, Service
Provider grants to Customer a [***]* license to use the Web Toolkit
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materials set forth in Section 4.1 above for Customer's internal
business purposes only, for [***]* Customer employees, and to make
[***]* copies of the Web Toolkit materials to support such use. This
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grant extends to Customer and Customer Affiliates. Customer may not use
the Web Toolkit system and/or materials to process data for any other
entity, nor to perform any services for another entity. Service
Provider retains exclusive ownership of the Web Toolkit, including the
functionality described in Section 4.1 above, and all intellectual
property rights relating thereto, which shall be considered Service
Provider Proprietary Software under the Agreement. The Web Toolkit and
all documentation relating thereto are the Confidential Information of
Service Provider. The license granted above is the only license granted
hereunder and no other license or rights are implied.
4.3 Additional Provisions
The license granted under this Addendum 4 is subject to all other terms
and conditions of the Agreement relating to Service Provider Software,
including but not limited to Sections 12 (Software and Proprietary
Rights), 13 (Mutual Representations and Warranties; Disclaimers), 16
(Confidentiality and Security), 19 (Indemnities), and 20 (Damages). Any
New Intellectual Property relating to functionality other than as
described in Section 4.1 would require a subsequent Addendum or Change
Order.
Section 2: Schedule A is further amended by adding new Sections 2.2.3,
2.2.4 and 2.2.5 relating to support and maintenance for the
Web Toolkit during the Term:
2.2.3 Web Toolkit Maintenance and Support
Service Provider will provide support and maintenance for the
Web Toolkit system and
Sch. A - Addendum 4 V 1.8 Final Agreement Number - 23191-001-001
Date - June 21, 2002
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Proprietary and Confidential Bank of America/Exult
materials consistent with the scope of software support and
maintenance provided by Service Provider for other software
applications in the Service Provider IT Domain in accordance
with Section 2.2.2 of Schedule A of the Agreement.
2.2.4 Changes
Any additional changes to the scope of maintenance will be
handled using Change Control Procedures under the Agreement and
shall be documented in a Change Order.
2.2.5 Assumptions
2.2.5.1 [***]*.
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2.2.5.2 [***]*.
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2.2.5.3 [***]*.
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Sch. A - Addendum 4 V 1.8 Final Agreement Number - 23191-001-001
Date - June 21, 2002
<PAGE>
Proprietary and Confidential Bank of America / Exult
SERVICES AGREEMENT
SCHEDULE C
FEES AND CHARGES
ADDENDUM -
Schedule C - Version 1.8 Final i Bank of America / Exult
Dated - June 21, 2002
<PAGE>
Proprietary and Confidential Bank of America / Exult
SCHEDULE C
Fees and Charges
Schedule C to the Agreement is hereby amended by the addition of new Sections
4.1.9 and 4.1.10 thereto as follows:
4.1.9 [***]* Fee. Upon execution of this Addendum 4, Customer
agrees to pay to Service Provider a [***]* fee of [***]*
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("[***]* Fee") as consideration for the access and a license to
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the Web Toolkit granted under this Addendum 4.
4.1.10 Baseline Charges Adjustment for Web Toolkit Maintenance.
The Parties will use the Change Control Procedures to make
appropriate adjustments to the Baseline Charges for IT under
Section 4.1.1.1 of Schedule C of the Agreement to address the
[***]*, and to address [***]*.
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Schedule C - Version 1.8 Final 1 Bank of America / Exult
Dated - June 21, 2002