Service    Description    Countries    Term Clause Samples

Service    Description    Countries    Term. Real Property Insurance Provider shall continue to purchase real property insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide July 1, 2010 Transit Insurance Provider will continue to purchase transit insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide July 1, 2009 Employment Practices Insurance Provider will continue to purchase employment practices insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide November 1, 2009 Kidnap & ▇▇▇▇▇▇ Insurance Provider will continue to purchase kidnap & ▇▇▇▇▇▇ insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide November 1, 2009

Service    Description    Countries    Term. Human Resources Administration (employment related issues) Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009. Provider will discontinue use of Recipient IT solutions according to Recipient HRSD implementation plan. Peru, Hong Kong, Philippines, Thailand (18 months), Singapore (for select services not to include IDR), Vietnam (2 months) 12 months (except as set forth in the Description or the Countries column) Internal HR Communications Support Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient. Peru, Hong Kong, Philippines (6 months), Thailand (18 months), Vietnam (2 months) 12 months (except as set forth in the Countries column) Staffing Support Provider will provide maintain responsibility for recruitment and selection of applicants, including accessing the applicant tracking system(s) and Deploy, screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and verifying employment references from candidates and verifying candidates’ employment history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of ▇▇▇▇▇▇▇▇▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 12 months Medical Service Administration Provider will provide Occupational Health Services, including nurses wh...

Service    Description    Countries    Term. Human Resources Administration (employment related issues) • Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009. • Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. Argentina (11 months), Brazil (11 months), Colombia (11 months), Mexico (Mexico City) (18 months), Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, France (11 months), Ireland, Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK, Puerto Rico (6 months), Canada (until June 30, 2009) Singapore (IDR updates only) 12 months (except as set forth in the description or the Countries column) Internal HR Communications Support Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient. Argentina (11 months), Brazil (11 months), Colombia (11 months), Venezuela (11 months), Australia (18 months), India, Taiwan, Belgium, Denmark, Ireland, Italy, Norway, Poland (18 months), Portugal, Russia (18 months), Spain, Sweden, UK 12 months Staffing Support • Provider will maintain responsibility for recruitment and selection of applicants, subject to Recipient’s direction, including accessing the applicant tracking system(s), screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of o...

Service    Description    Countries    Term. HRIS Data Maintenance • Provider will maintain recipient employee data in local HRIS System via manual key and/or maintain access to employee/manager self service. • MJN will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. Philippines (6 months), Hong Kong, Thailand, Vietnam (2 months) 9 months (except as set forth in the Countries column) Employee Relations Provider will manage and handle, subject to the Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the Recipient. Peru, Philippines (6 months), Hong Kong (12 months), Thailand, Vietnam (2 months) 18 months (except as set forth in the Countries column) Disability Management/ Workers Compensation Management Provider will provide disability case management and workers compensation administration Services on behalf of the Recipient. Peru, Philippines (6 months), Thailand, Vietnam (2 months) 18 months (except as set forth in the Countries column) Temporary/ Contract Workers Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient. Peru, Philippines (12 months), Hong Kong (12 months), Thailand 18 months (except as set forth in the Countries column) Cost of Services shall be charged each month at fixed amounts as follows: Peru PEN 20,618 Hong Kong HKD 28,485 Singapore USD 2,250 Thailand THB 988,522 See above.

Service    Description    Countries    Term. Real Property Insurance Provider shall continue to purchase real property insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide December 18, 2009 Kidnap & ▇▇▇▇▇▇ Insurance Provider will continue to purchase kidnap & ▇▇▇▇▇▇ insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient. Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims. Worldwide December 1, 2009