Exhibit 10.10
CHANGE AUTHORISATION FORM: NUMBER 1030
DATED 5 APRIL 2002
(1) NTL GROUP LIMITED
(2) IBM UNITED KINGDOM LIMITED
(3) IBM UNITED KINGDOM FINANCIAL SERVICES LIMITED
CHANGE AUTHORISATION FORM RELATING TO
AMENDMENT OF THE FRAMEWORK
AGREEMENT FOR THE PROVISION OF IT
OUTSOURCING SERVICES DATED 23 MAY 2001
THIS AGREEMENT is made the 5th day of April 2002
BETWEEN:
(1) NTL GROUP LIMITED (registered number 2591237) whose registered
office is at NTL House, Xxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxx,
Xxxxxxxxx XX00 0XX ("NTL"); and
(2) IBM UNITED KINGDOM LIMITED (registered number 741598) whose
registered office is at XX Xxx 00, Xxxxx Xxxxxxx, Xxxxxxxxxx
XX0 0XX ("IBM"); and
(3) IBM UNITED KINGDOM FINANCIAL SERVICES LIMITED (registered
number 1197743 whose registered office is at XX Xxx 00, Xxxxx
Xxxxxxx, Xxxxxxxxxx XX0 0XX ("FSL").
WHEREAS:
(A) IBM currently provides services to NTL under the terms and
conditions of the Framework Agreement for the Provision of IT
Outsourcing Services between NTL and IBM dated 23 May 2001 as varied by
various Change Authorisation Forms and as amended from time to time
("the Framework Agreement").
(B) The parties wish to vary the Framework Agreement by this Change
Authorisation Form ("CAF 1030") in accordance with the provisions set
out in this CAF 1030.
IN CONSIDERATION OF THE MUTUAL COVENANTS SET OUT HEREIN AND FOR OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
IS HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:
DEFINITIONS AND INTERPRETATION
1 DEFINITIONS
1.1 In this CAF:
"AS400 Agreement" means the Agreement relating to the AS400 Equipment
among FSL, IBM and NTL dated 31 July 2001;
"AS400 Equipment" shall have the meaning given in Clause 8.1;
"Effective Date" means, in relation to this CAF 1030, the date at which
it comes fully into force, in accordance with Clauses 2 and 3;
"Initial Benchmark" shall have the meaning set out in Clause 7.1;
"Restructuring Costs" shall have the meaning given in Clause 5.1 and
shall include, for the avoidance of doubt, Third Party Costs;
"Restructuring Costs Statements" shall have the meaning given in Clause
5.3; and
"Third Party Costs" shall have the meaning given in Clause 5.3.2.
1.2 Terms not defined or amended in this CAF 1030 have the meanings given
in the Framework Agreement.
1.3 In this CAF 1030, unless the context requires otherwise, any reference
to:-
1.3.1 a party or the parties is to a party or the parties (as the
case may be) to this CAF 1030. For the avoidance of doubt,
this will not include references to a `third party' or `third
parties';
1.3.2 unless otherwise expressly stated, any reference to a Clause,
a Schedule or an Annex is a Clause of, a Schedule or an Annex
to this CAF 1030 (as the case may be);
1.3.3 "this CAF 1030" includes the Schedules and Annexes which form
part of this CAF 1030 for all purposes.
2 COMMENCEMENT
2.1 Subject to the provisions of Clause 3 below, this CAF 1030 shall enter
into force and effect on 5th April 2002.
2.2 Schedule 13 to the Framework Agreement as amended by this CAF 1030, and
as set out in Schedule 1, shall also apply to the Ireland Services
Agreement. Save for the foregoing, this CAF 1030 shall not apply to the
Ireland Services Agreement and no changes or alterations shall be made
to the Ireland Services Agreement pursuant to this CAF 1030.
3 PAYMENT
3.1 NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
itself and the IBM Group, hereby acknowledge and agree that the sums
and payments due set out in Annex A represents good and valuable
consideration for the purposes of this CAF 1030.
3.2 As a condition precedent to the amendment of the Framework Agreement
set out in this CAF 1030, NTL unconditionally and irrevocably
undertakes to pay to IBM in full on the Effective Date of this CAF 1030
the amounts specified in Annex A, Part 1A.
3.3 NTL further unconditionally and irrevocably undertakes to pay to IBM:
(i) in full on 31st May 2002 the amount specified in Annex A, Part
1B, subject to resolution of the outstanding items as
identified therein; and
(ii) the amounts specified in Annex A, Part 2 on the dates set out
therein.
3.4 IBM unconditionally and irrevocably undertakes to pay to NTL in full
the amounts specified in Annex A, Part 3 on the dates set out therein.
3.5 For the avoidance of doubt, the payments:
(i) specified in Annex A, Part 1A include credits given by IBM to
ntl against the Charges for the period from 21st January 2002
to the MVS Start Date which reflect the difference between the
Charges payable under the Framework Agreement prior to
amendment by this CAF 1030, and the Framework Agreement as
amended pursuant to this CAF 1030;
(ii) specified in Annex A, Part 2 represent payment by NTL in
advance of the monthly portions of the Annual Services Charge
under the Framework Agreement which relate to services to be
provided by IBM in April 2002 and May 2002.
3.6 IT SYSTEM CHARGE
NTL and IBM hereby further agree that, notwithstanding any other
provision of the Framework Agreement, if NTL Communications Services
Limited defaults on its payment obligations with respect to the one
time charge for the information system for NTL Communications Services
Limited's consolidated billing system and other sums calculated as set
forth in Paragraphs C and D of Annex A to the Restated Agreement to
Terminate the Amended Master Agreement for the Provision of IT Services
dated 29 June 2001 between IBM and NTL Communications Services Limited,
the same shall constitute a material breach of the Framework Agreement
by NTL and the provisions of Clause 26.2.1 of the Framework Agreement
shall apply. The provisions of the Framework Agreement (including,
without limitation, Clauses 26 and 31.2) shall be deemed to have been
amended accordingly.
4 AMENDMENT OF THE FRAMEWORK AGREEMENT
4.1 The parties agree that, as from the Effective Date of this CAF 1030,
the Framework Agreement shall be amended by replacing the terms in
effect immediately prior to the
Effective Date in their entirety with the terms set out in the document
attached as Schedule 1 to this CAF 1030. The Framework Agreement shall
otherwise remain in full force and effect.
4.2 For reference only, Schedule 2 contains a document which shows how the
Framework Agreement as amended by Clause 4.1 of this CAF 1030 differs
from the Framework Agreement as in force immediately prior to the
Effective Date. Where additions have been made, they appear in bold,
underlined text, where deletions have been made, these appear as
strikethrough text. In the event of any discrepancy between the terms
set out in Schedule 1 and Schedule 2, the terms set out in Schedule 1
shall prevail.
5 RESTRUCTURING COSTS
The parties agree that NTL's requirement to reduce the level of
services provided by IBM has resulted and will result in IBM having to
incur restructuring and breakage costs both before and after the MVS
Start Date ("Restructuring Costs"). It is also acknowledged that the
liability for, and the calculation of, the Restructuring Costs is not
provided for in the Framework Agreement dated 23 May 2001 but that the
same is provided for in this CAF 1030 as set out in this Clause 5.
5.1 Restructuring Costs will be costs associated with: (a) the termination
of assignment of IBM New Zealand employees assigned to the Unity
programme, (b) redundancy costs for all IBM employees made redundant as
a result of the changes contemplated by MVS, and (c) other costs
related to IBM's contracts with third parties. For the avoidance of
doubt, redundancy costs shall be the costs incurred by IBM during the
statutory consultation period with staff and costs (e.g., salary and
benefit costs with respect to employees made redundant) in relation to
the applicable notice periods (18 weeks average) and separation and
redundancy payments, which shall include for the avoidance of doubt
both statutory redundancy payments and payments calculated by reference
to IBM's standard redundancy policy in force at the relevant time.
Third party costs shall be payments relating to contractual notice
periods and termination payments which IBM is obliged to pay to such
third parties. IBM has and will continue to use reasonable endeavours
to redeploy staff and to mitigate the Restructuring Costs.
5.2 The parties agree the following in relation to Restructuring Costs
incurred by IBM as a result of implementing the MVS on behalf of NTL.
IBM will charge NTL for the Restructuring Costs incurred by IBM in
accordance with the following tables and NTL shall make payment of the
same as set out in this Clause 5 provided that no Restructuring Costs
shall be charged to NTL after 30th November 2002:
Table 1
RESTRUCTURING COST (POUND STERLING) NTL SHARE (%) IBM SHARE (%)
first 10,000,000 100 0
10,000,001 to 12,000,000 75 25
>12,000,000 0 100
5.3 IBM will provide statements ("Restructuring Cost Statements") to NTL
containing the information in respect of Restructuring Costs as
specified in Clause 5.3.1 and 5.3.3. IBM may vary the frequency of
such Restructuring Cost Statements but IBM intends that initially the
frequency will be weekly. No Restructuring Costs Statements may be
submitted after 30th November 2002.
5.3.1 IBM EMPLOYEE COSTS
The Restructuring Cost Statements will contain the following
information relating to the relevant IBM employees:
- A unique identity number for the employee
- Employee's job title
- Employee's notice period
- Employee's Salary at time of separation
- Employee's service start date
- Other benefits afforded to the Employee and monetary
value
- Redundancy / Separation Payment details
IBM and NTL have agreed to IBM operating a `competency' based
separation programme for the NTL account and IBM may, acting in its
absolute discretion, elect to displace non-NTL account employees with
NTL account employees and to make the non-NTL account
employee redundant. IBM may also, acting in its absolute discretion,
elect to make the NTL account employee redundant. In any event, IBM
will charge NTL for the Restructuring Costs associated with the
employee who would be entitled to the lower overall redundancy package.
In the event that IBM elects to make the non-NTL account employee
redundant, IBM will provide to NTL, within the Restructuring Cost
Statement, information for both employees.
5.3.2 THIRD PARTY COSTS
As a result of the parties' agreement to amend the Framework Agreement
as reflected in this CAF 1030, IBM has incurred and will incur certain
costs in relation to its third party suppliers and subcontractors
("Third Party Costs"). Such costs form part of the Restructuring Costs
and will be paid, in accordance with Table 1 above and subject to the
terms of this Clause 5.3. IBM agrees to provide NTL with the following
information relating to Third Party Costs:
- Name of Third Party
- Contract Reference Number
- Notice Period and payments to be made during such period
- Termination Charge
- Payment to be made
5.3.3 CERTIFICATION OF COSTS BY IBM
5.3.3.1 IBM Employee Costs
IBM will provide certification to NTL, in the form of a signed letter
from a relevant authorised officer of IBM United Kingdom Limited, in
the form set out in Annex C, to verify that the costs set out in the
Restructuring Cost Statement have been incurred by IBM in accordance
with this Clause 5.3. For the avoidance of doubt, `incurred by IBM', in
relation to IBM Employee costs, shall include, but not be limited to,
circumstances in which IBM has entered into agreements with the
affected employees in relation to redundancy and IBM has become
obligated to pay such employees for redundancy costs and/or contractual
notice periods and termination payments.
5.3.3.2 Third Party Costs
IBM will provide certification to NTL, in the form of a signed letter
from a relevant authorised officer of IBM United Kingdom Limited, in
the form set out in Annex C, to verify that the Third Party Costs set
out in the Restructuring Cost Statement have been incurred by IBM in
accordance with this Clause 5.3. For the avoidance of doubt, `incurred
by IBM', in
relation to Third Party Costs shall include circumstances in which that
IBM is or has become obliged to pay contractual notice periods and
termination payments to third parties.
5.4 SUBMISSION OF RESTRUCTURING COST STATEMENTS AND PAYMENT BY NTL
5.4.1 For Restructuring Costs relating to IBM employees, IBM will
submit Restructuring Cost Statements to NTL when IBM has
indicated to the employee an intention to terminate their
employment with IBM by reason of redundancy. IBM will
indicate, within the Restructuring Cost Statement, the date
upon which the employee is due to receive his/her final
payment from IBM (including redundancy payment). Following
submission of the Restructuring Cost Statement, IBM will issue
its invoice to NTL in respect of the Charges contained within
the Restructuring Cost Statement. The due date for payment of
such invoice will be no earlier than 7 days prior to the date
upon which IBM intends to pay such employees their
final/redundancy payments.
5.4.2 For Restructuring Costs relating to third parties, IBM will
submit Restructuring Cost Statements when IBM's obligation to
pay such third parties fall due or in the case of Third Party
Costs which have already been paid by IBM prior to the
Effective Date, on or as soon possible following the Effective
Date. The due date for payment of such invoice will be no
earlier than 7 days prior to the date upon which IBM is
obliged to pay such Restructuring Costs to the Third Party.
5.4.3 Subject to Clause 5.4.5, IBM's calculation and certification
of the costs in the Restructuring Costs Statement shall be
binding on the parties save in the case of fraud or manifest
error. In the event that any Restructuring Cost Statement
contains a fraud or manifest error, NTL may raise the same in
writing with IBM within 3 business days following receipt of
the Restructuring Cost Statement and the parties shall act in
good faith to rectify any such error as soon as practicable.
In the absence of any such fraud or manifest error (and except
to the extent thereof), NTL may not withhold payment of any
amount set out in a Restructuring Cost Statement and invoiced
in accordance with this Clause 5.3.
5.4.4 All Restructuring Costs will be payable in accordance with
this Clause 5, (and in particular Table 1 above).
5.4.5 For the avoidance of doubt the provisions of Schedule 23 to
the Framework Agreement (Audit Rights) shall apply to this CAF
1030 but may not be exercised by NTL until all Restructuring
Costs have been paid by NTL and in no event prior to 30
November 2002.
6 SETTLEMENT
6.1 LIABILITIES PRIOR TO MVS START DATE
6.1.1 NTL and IBM agree to make the financial settlement comprising
the payments referred to in Clause 6.3 below in full and final
settlement of any and all claims, counterclaims, causes or
rights of action on the part of (a) any member of the NTL
Group against any member of the IBM Group or (b) any member of
the IBM Group against any member of the NTL Group arising in
respect of or relating to the period prior to the Effective
Date under or in connection with the Framework Agreement to
the extent that the same relate to the following:
(i) the amounts payable by IBM to NTL and NTL to IBM
under the Framework Agreement for the period prior to
the Effective Date except that the items specified in
Part 1B of Annex A shall be specifically excluded
from the scope of this paragraph (i) to the extent
specified therein; and
(ii) the original due date for the delivery of certain
services or activities, as more particularly defined
in the attached Annex B, where the parties have
agreed an extended date for such delivery, as
referred to in the attached Annex B as the "Target
Date", being the number of days from the MVS Start
Date ; and
(iii) the subject matter of the following letters from NTL
to IBM:
- Letter dated 22nd February 2002 from Xxxxx Xxxxxxxxx
of ntl to Xxxx Xxxxxxxxx of IBM detailing ntl's
claims under the Framework Agreement;
- Letter dated 18th February 2002 from Xxxxx Xxxxxxxxx
of ntl to Xxxx Xxxxxxxxx of IBM detailing ntl's
concerns under the Framework Agreement;
- Letter of 18th February 2002 from Xxxxxx Xxxxxxxxx of
ntl to Xxxx Xxxxxxxxx of IBM detailing ntl's claims
in relation to Clause 25.6 of the Framework
Agreement;
- Letter dated 1st March 2002 from Xxxxx Xxxxxxxxx of
ntl to Xxxx Xxxxxxxxx of IBM detailing ntl's claims
in relation to Schedule 4 of the Framework Agreement;
- Letter dated 3 April 2002 from Xxxxx Xxxxxxxxx to
Xxxx Xxxxxxxxx relating to certain Contract Change
Authorisation Forms; and
(iv) the subject matter of the following letters from IBM
to NTL:
- Letter dated 6 March 2002 from Xxxx Xxxxxxxxx of IBM
to Xxxxx Xxxxxxxxxxxx of ntl detailing IBM's claims
under the Framework Agreement;
- Letter dated 2 April 2002 from Xxxx Xxxxxxxxx of IBM
to Xxxxx Xxxxxxxxxxxx of ntl detailing IBM's claims
under the Framework Agreement;
- Letter dated 2 April 2002 from Xxxx Xxxxxxxxx to
Xxxxx Xxxxxxxxxxxx relating to certain Contract
Change Authorisation Forms,
(all of the above together hereinafter referred to as the
"Claims").
6.1.2 For the avoidance of doubt, NTL, on behalf of itself and the
NTL Group, and IBM, on behalf of itself and the IBM Group,
agree and acknowledge, without prejudice to the generality of
the foregoing, that, with effect from and following the
Effective Date, neither NTL Group nor IBM Group will be
entitled to rely upon any or all of the Claims referred to in
Clause 6.1.1 arising during the period prior to the Effective
Date as the basis of: (i) any claims of breach (including, but
not limited to, persistent breach or material breach) under
the Framework Agreement, (ii) disputing or withholding (or any
other set-off against) any amounts invoiced by any member of
the IBM Group for Services performed after the Effective Date
under the Framework Agreement or any amounts invoiced by any
member of the NTL Group in connection with events taking place
after the Effective Date under the Framework Agreement or
(iii) terminating all or any part of the Framework Agreement.
6.1.3 For the avoidance of doubt, nothing in this CAF 1030 shall (i)
excuse NTL or IBM from performance of any of its respective
obligations under the Framework Agreement, as amended by this
CAF 1030, in respect of or relating to the period commencing
on the Effective Date, nor (ii) prevent NTL or the NTL Group,
or IBM or the IBM Group, from making or pursuing any claim,
counterclaim, cause or action arising in respect of or
relating to the period commencing on the Effective Date under
or in connection with the Framework Agreement or this CAF 1030
including, without limitation, any failure by IBM to perform
the services or activities specified in, and in accordance
with, Annex B.
6.2 NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
itself and IBM Group, each undertake and warrant that they will not at
any time commence, advance, maintain or pursue any Claims. For the
avoidance of doubt, NTL undertakes and warrants that it will not at any
time consent to any member of the NTL Group, and IBM undertakes and
warrants that it will not at any time consent to any member of the IBM
Group, commencing, advancing, maintaining or pursuing any Claims.
6.3 FINANCIAL SETTLEMENT
NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
itself and the IBM Group, hereby acknowledge and agree that the
financial settlement comprising the sums and payments set out in Annex
A represents good and valuable consideration for the purposes of this
CAF 1030 and is made in full and final settlement of the Claims as set
out in this Clause 6.
7 MVS INITIAL BENCHMARK
7.1 The Parties have agreed that the Charges and the related Service Levels
contemplated under this CAF 1030, as set out in the Framework Agreement
in Schedule 1, will be benchmarked by an independent third party
following the Effective Date in accordance with Schedule 10 of the
Framework Agreement. This "Initial Benchmark" will be conducted by the
Benchmarker commencing on or around 5 July 2002 or upon signature of a
contract between IBM UK Limited, NTL and the Benchmarker in relation to
the Initial Benchmark, whichever is the later. IBM and NTL shall use
all reasonable endeavours to negotiate and sign such contract with the
Benchmarker as soon as possible.
7.2 IBM and NTL agree to pay the Benchmarker's fees and charges on the
following basis in relation to the Initial Benchmark:
IBM to pay 70% of the actual fees and charges of the Benchmarker NTL to
pay 30% of the actual fees and charges of the Benchmarker
For the avoidance of doubt, subsequent benchmarks will be funded
equally between IBM and NTL in accordance with Schedule 10 of the
Framework Agreement.
At the conclusion of the Initial Benchmark the parties shall follow the
process set forth in Section 5 of Schedule 10 of the Framework
Agreement, provided, however, any reduction in Charges as a result of
the Initial Benchmark shall be effective as of 1 May 2002 except that
any reduction in Application Development rates as a result of the
Initial Benchmark shall be effective as of 1 September 2002.
7.4 The Parties have agreed that Gartner Group shall be Benchmarker for the
Initial Benchmarking pursuant to this Clause 7 provided that IBM pays
the following sums to NTL: (a) 50% of the fees due to Compass in
respect of the benchmarking activities carried out to date pursuant to
the Framework Agreement; and (b) a sum of up to L65,000 towards NTL's
50% share of such fees. All such sums shall be payable within 7 days
from receipt of an invoice from NTL and subject to NTL providing to IBM
appropriate documentation to support such invoice.
8 AS/400S WORDING
8.1 This clause 8 of CAF 1030 refers to the AS400 equipment that was to be
purchased by NTL in accordance with the AS400 Agreement (the `AS/400
Equipment').
8.2 Further to the AS/400 Agreement, NTL is due to make a second and final
payment of L4,744,500.00 (excluding VAT) to FSL on 31 July 2002 and
upon making such payment obtain legal and beneficial title to the
equipment. As a result of and upon the Effective Date: (i) full legal
and beneficial title to the AS/400 Equipment will remain vested in IBM
and will not transfer to NTL on 31 July 2001, and (ii) NTL will
irrevocably and unconditionally release and relinquish any and all
rights, interests and title in the AS/400 Equipment (whether present or
future, proprietary, contractual or otherwise) and at the same time,
FSL and IBM hereby release NTL from all its payment obligations under
the AS400 Agreement including, without limitation, from the obligation
to make the second and final payment of L4,744,500.00 (excluding VAT)
on 31 July, 2002 pursuant to the AS400 Agreement. IBM shall be free to
use or dispose of the AS/400 Equipment in any way IBM may, in its
absolute discretion, determine (including, without limitation, its
inclusion in any proposals IBM may make to NTL at any time in the
future). In consideration of the releases referred to above and title
to the AS/400 Equipment remaining with IBM:
(i) on 31 May 2002, IBM will pay to NTL the sum of L4,744,500.00
(excluding VAT), provided, however, that IBM may offset this
sum against amounts then due and payable by NTL to IBM; and
(ii) on 31 July 2002, IBM will discharge the payment of
L4,744,500.00 (excluding VAT) to FSL. This is equivalent to
the second and final payment of L4,744,500.00 (excluding VAT)
that would, but for this CAF 1030, have been due to be paid by
NTL to FSL on this date and terminates the AS400 Agreement.
8.3 Upon and following the Effective Date, and upon reasonable notice in
writing to NTL and during normal business hours, NTL shall at the
site[s] at which the AS/400 Equipment is located make the AS/400
Equipment freely available to IBM to enable its removal by IBM at any
time. IBM will remove the AS/400 Equipment on or before 31 May 2002.
The costs of the removal of the AS/400 Equipment will be borne by IBM.
Without prejudice to Clause 8.2,with effect from the date that the
AS400 Equipment is so removed by IBM or on 31 May 2002, whichever is
earlier, FSL and IBM hereby release NTL from all its obligations under
the AS400 Agreement. For the avoidance of doubt, the release contained
in this Clause 8.3 shall not affect any accrued rights or liabilities
of ntl, IBM or FSL, as the case may be, under the AS400 Agreement.
9 FURTHER AMENDMENT OF THE FRAMEWORK AGREEMENT
9.1 The parties agree and acknowledge that the provisions of this CAF 1030
shall amend and supplement the terms of the Framework Agreement with
effect from the Effective Date of this CAF 1030. In particular, without
limitation, NTL and IBM hereby agree and acknowledge that,
notwithstanding any other provision of the Framework Agreement, the
provisions of Clauses 5, 7 and 8 above shall be deemed to be
incorporated into the Framework Agreement with effect from the
Effective Date.
9.2 NTL and IBM hereby agree that, notwithstanding any other provision of
the Framework Agreement, if a party fails to comply with any of its
obligations under Clauses 3 (excluding Clause 3.2), 5, 7 and 8 above,
the same shall constitute a material breach of the Framework Agreement
by such party and the provisions of Clause 26.1.1 or Clause 26.2.1 of
the Framework Agreement, as the case may be, shall apply. The
provisions of the Framework Agreement (including, without limitation,
Clauses 26 and 31.2) shall be deemed to have been amended accordingly.
10 MISCELLANEOUS PROVISIONS
10.1 Notwithstanding any other provision of this CAF 1030, in the event of
any conflict between or ambiguity within the provisions of this CAF
1030 and the Framework Agreement, the provisions of this CAF 1030 shall
prevail.
10.2 If any provision of this CAF 1030 or any part thereof shall be found by
any court or administrative body to be illegal, invalid or
unenforceable, the illegality, invalidity or unenforceability of such
provision or part provision shall not affect the other provisions of
this CAF 1030 or the remainder of the provisions in question which
shall remain in full force and effect.
10.3 Both NTL, on behalf of itself and the NTL Group, and IBM, on behalf of
itself and IBM Group, agree to keep the existence and terms of this CAF
1030 confidential. No party can disclose the existence or any of the
terms of this CAF 1030 to any third party without the express written
agreement of the other party to this CAF 1030, save where required to
do so by law or regulatory requirement.
10.4 This CAF 1030 shall be governed by and interpreted in accordance with
English law. The parties irrevocably submit to the non-exclusive
jurisdiction of the English courts to settle any disputes which may
arise in connection with this CAF 1030.
THE PARTIES HAVE SHOWN THEIR ACCEPTANCE OF THE TERMS OF THIS CAF 1030 BY SIGNING
AT THE END OF THIS CAF 1030
SIGNED for and on behalf of )
NTL GROUP LIMITED )
/s/ Xxxxxx Xxxx
--------------------------------
SIGNED for and on behalf of )
IBM UNITED KINGDOM LIMITED )
/s/ Xxxxx Xxxxxxx
--------------------------------
SIGNED for and on behalf of )
IBM UNITED KINGDOM FINANCIAL )
SERVICES LIMITED )
/s/ S.D. Xxxxxx
--------------------------------
SCHEDULE 1
Amended Framework Agreement
SCHEDULE 2
Blacklined version of the Framework Agreement
ANNEX A
ANNEX B
ANNEX C
CERTIFICATION LETTER
Dear Sir
I hereby certify, on behalf of IBM United Kingdom Limited, the Restructuring
Costs as specified in the attached Restructuring Cost Statements dated [ ] ,
have been incurred by IBM in accordance with the terms of Change Authorisation
Form 1030.
