Master Services Agreement [Addendum No. 5] - Exult Inc. and Bank of America Corp.
Contract Number - 23191-001-001
Effective Date - July 1, 2002
Addendum 5 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") as amended by the Parties. This Addendum 5 to the
Agreement (Addendum 5) is entered into by Service Provider and Customer as of
July 1, 2002 (Addendum 5 Effective Date).
1. The Agreement is hereby amended by this Addendum 5 to (i) add the term
"Escalation Response" to the general functions included in the definition
of Process in Section 1.1.70 of the Agreement, (ii) add to the Customer
Services provided by Service Provider the services described in Schedule A
to this Addendum 5 ("Escalation Response Services"), and (iii) set forth
the Service Levels, and Fees and Charges for the Escalation Response
Services.
2. Escalation Response shall constitute a Process and be considered part of
the Services for all purposes under the Agreement.
3. The Schedules attached hereto are incorporated by reference into this
Addendum 5 and modify the corresponding Schedule in the Agreement:
Addendum 5 Schedule A Description of Services
Addendum 5 Schedule B Service Levels
Addendum 5 Schedule C Fees and Charges
Addendum 5 Schedule G Transition Plan
Addendum 5 Schedule R Reports
The information set forth in the Addendum 5 Schedules is based upon
circumstances, estimates, metrics, principles, financial data, standards and
general information disclosed by either Party, collectively the "Assumptions".
Each Party shall be responsible for the accuracy of any representation it made
as part of the due diligence and negotiation process and on which the
Assumptions are based. If during [***]* {"Adjustment Period"), the Parties
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discover and agree that there are any deviations from the Assumptions, Service
Provider and Customer shall agree upon adjustments that shall be consistent with
the intent of each of Service Provider and Customer and finalize the Schedules
accordingly. Further, during the Adjustment Period, the Parties shall resolve
any other items as mutually agreed by the Parties.
Addendum 5 1 Bank of America / Exult
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Contract Number - 23191-001-001
Effective Date - July 1, 2002
For and in consideration of the agreements set forth herein, Service Provider
and Customer hereby enter into this Addendum 5 as of the Addendum 5 Effective
Date.
Bank of America Corporation
By: ___________________________________
Name: Christina McLaughlin
Title: Senior VP, Personnel Services
By: ___________________________________
Name: Betty W. Luther
Title: VP, Supply Chain Management
Exult, Inc.
By: ___________________________________
Name: Barbara Williams
Title: Vice President, Account Executive
Addendum 5 2 Bank of America / Exult
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Proprietary and Confidential Bank of America/Exult
SERVICES AGREEMENT
SCHEDULE A
DESCRIPTION OF SERVICES
ADDENDUM 5 - FINAL
Sch. A - Addendum 5 1 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SCHEDULE A
Description of Services
Schedule A to the Agreement is hereby amended by the addition to Section 2
thereof of the following:
2.7 Escalation Response Services
Escalation Response Services are services to handle issues and cases
that are initiated within the scope of the other Processes of Customer
Services under Schedule A, but require escalation for resolution.
Specifically, the Escalation Response Services will involve fielding,
assigning, monitoring, and reporting on issues and cases that require
escalated handling. Service Provider will have representatives
available to handle escalations from [***]*
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Customer and Service Provider will apply the criteria upon which an
issue shall be deemed to merit escalation, and the protocols and
notifications to be followed for escalated issues that are documented
in the Escalation Response Team Transition - Process Service Delivery
Model (PSDM) dated June 14, 2002.
Customer will maintain all escalations related to services provided by
the Customer, including but not limited to escalations relating to
employee relations and ERISA. Service Provider will handle escalations
related to Services provided by the Service Provider either directly
orthrough Third Party Contracts.
[***]*
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Sch. A - Addendum 5 2 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SERVICES AGREEMENT
SCHEDULE B
SERVICE LEVELS
ADDENDUM 5 - FINAL
Sch. B - Addendum 5 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SCHEDULE B
Service Levels
1. Reporting Service Levels Table
Schedule B to the Agreement is hereby amended by the addition to Section 3.2 of
the following:
[***]*
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Service Level Timing
For the [***]*, the following metrics will be monitored to ensure stability of
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operations. Operations will be deemed stable and transition will be declared
complete if the following levels are met:
Metric Stability Target
[***]*
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Sch. B - Addendum 5 1 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SERVICES AGREEMENT
SCHEDULE C
FEES AND CHARGES
ADDENDUM 5 - FINAL
Sch. C - Addendum 5 1 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
1. Fees & Invoicing
1.1 Baseline Fees
Schedule C is hereby amended by the addition to Section 4 thereto of the
following:
Total HR and AP Labor Costs and Fixed Base Charges
[***]*
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During the [***]*, the volumes of escalations will be monitored to establish a
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baseline level of activity. Following the establishment of this baseline and at
least [***]*, the Parties will review actual volumes, and if the actual volumes
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are greater than this baseline [***]*, and require Service Provider to deploy
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additional resources for reasons other than [***]*, then the Parties will
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consider actions to alleviate the root cause of the increased volumes, or use
Change Control Management to agree upon an [***]* adjustment to the Charges
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[***]*.
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Customer will advise Service Provider of any planned changes to Customer's
policies and programs that would reasonably be expected to cause temporary or
sustained increases in the expected number of escalated issues and cases. The
Parties may use Change Control Management to implement advance changes in
staffing and Charges to accommodate such anticipated increases in the number of
issues and cases.
Sch. C - Addendum 5 1 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SERVICES AGREEMENT
SCHEDULE G
Transition Planning
ADDENDUM 5 - FINAL
Sch. G - Addendum 5 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SCHEDULE G
Escalation Response
Schedule G of the Agreement is hereby amended by the addition thereto of the
following, related to transition to Service Provider's provision of the
Escalation Response Services:
1 The high level Transition Plan for Escalation Response Services is
indicated below:
Bank of America
Escalations Response Services
Transition Plan
[***]*
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Sch. G - Addendum 5 1 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SERVICES AGREEMENT
SCHEDULE R
REPORTS
ADDENDUM 5 - FINAL
Sch. R - Addendum 5 Contract Number -23191-001-001
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Proprietary and Confidential Bank of America/Exult
SCHEDULE R
Reports
Reports
Schedule R to the Agreement is hereby amended by the addition to Section 3 of
the following:
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Report Name Report Type 1/st/ Delivery Date Delivery Frequency
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[***]* [***]* [***]* [***]*
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Sch. R - Addendum 5 1 Contract Number -23191-001-001
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