Exhibit 10.32
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS,
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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CONTRACT NUMBER - 00000-000-000
EFFECTIVE DATE - MARCH 15, 2001
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AMENDMENT 1 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 Amendment 1 to the
Agreement (Amendment 1) is entered into by Service Provider and
Customer as of March 15, 2001 (Amendment 1 Effective Date).
1. The Agreement provides for Service Provider to perform for
Customer the Customer Services, which consist of the Services and
Processes described in Schedule A to the Agreement. The purpose of
this Amendment 1 is to (i) add to the Customer Services provided
by Service Provider Global Assignment Services described in this
Amendment 1(Global Assignment Services), and (ii) to set forth the
Services, Service Levels, Fees and Charges and Transition Plan
that will govern Service Provider's provision of Global Assignment
Services. As a result of this Amendment 1, the Global Assignment
Services will constitute part of the Customer Services for all
purposes under the Agreement.
2. The following Schedules are attached to this Amendment 1 and
incorporated by this reference:
Schedule A Description of Services
Schedule B Service Levels
Schedule C Fees and Charges
Schedule G Transition Plan
Schedule I Customer Associates
For and in consideration of the agreements set forth herein, Service
Provider and Customer hereby enter into this Amendment 1 as of the
Amendment 1 Effective Date.
BANK OF AMERICA CORPORATION
By: _______________________________
Name: Xxxx Xxx Xxxxx
Title: Senior Vice President
By: _______________________________
Name: Xxxxx Xxxxxx
Title: Vice President
EXULT, INC.
By: _______________________________
Name: Xxxx Xxxxxxx
Title: Vice President
Amendment 1 - Final 1 BANK OF AMERICA / EXULT
Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE A
DESCRIPTION OF SERVICES
AMENDMENT 1- FINAL
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Sch. A - Amendment 1- Final 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE A
DESCRIPTION OF SERVICES
GLOBAL ASSIGNMENT SERVICES - DESCRIPTION OF SERVICES
Schedule A to the Agreement is hereby amended by the addition to
Section 2, as follows:
2.4 Global Assignment Services
Global Assignment Services encompasses the services provided
to associates while formally on assignment outside of their
home country. Specifically, the current Global Assignment
Services establishes policies, manages the special needs of
assignees, and administers the Global Assignment relocation
programs. Other responsibilities include tax activities,
spouse and dependent programs, relocation assistance, and
salary equalization. Repatriation of employees is also in the
scope of this function.
[***]*
[***]*
*Confidential information has been omitted.
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Sch. A - Amendment 1- Final 2 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SERVICES AGREEMENT
SCHEDULE B
SERVICE LEVELS
AMENDMENT 1 - FINAL
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Sch. B - Final - Amendment 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SCHEDULE B
SERVICE LEVELS
Schedule B to the Agreement is hereby amended by the addition to Section 3.2
thereof of the following
REPORTING SERVICE LEVELS TABLE
[***]*
SERVICE LEVEL TIMING
Determination of Service Level "Target Metrics" shall be as indicated in the
Master Services Agreement.
*Confidential information has been omitted.
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Sch. B - Final - Amendment 1 i Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SERVICES AGREEMENT
SCHEDULE C
FEES AND CHARGES
AMENDMENT 1 - FINAL
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Sch. C - Final - Amendment 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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1. FEES & INVOICING
1.1 BASELINE FEES
Schedule C is hereby amended by the addition to Section 4, Table 4.1.1.1,
Table 4.1.2.1 and Table 4.1.3.1, thereto of the following with the various
rows and columns for totals modified commensurately to reflect the addition
of the figures set forth in the following:
TOTAL HR AND AP LABOR COSTS AND FIXED BASE CHARGES
TABLE 4.1.1.1
[***]*
LABOR RELATED OTHER COSTS/ CHARGES
TABLE 4.1.2.1
[***]*
NON-LABOR RELATED OTHER COSTS/CHARGES
TABLE 4.1.3.1
[***]*
1.2 PROJECTS
[***]*
1.3 ARC/RRC UNIT RATES AND BASELINE VOLUMES
Schedule C is hereby amended by the addition to Section 4, Table 4.2.1,
thereto of the following:
ARC/RRC UNIT RATES AND BASELINE VOLUMES
TABLE 4.2.1
[***]*
*The "Baseline Volume" count for resource unit categories shall be
validated within [***]* of the Process Effective date.
1.4 PASS THROUGH EXPENSES AND OTHER CHARGES
Schedule C is hereby amended by the addition to Section 5, Table 5.1.1,
thereto of the following with the row for totals modified commensurately to
reflect the addition of the figures set forth in the following:
NON-LABOR RELATED PASS THROUGH EXPENSES
TABLE 5.1.1
[***]*
*Confidential information has been omitted.
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Sch. C - Final - Amendment 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001 - i -
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE G
TRANSITION PLANNING
AMENDMENT 1- FINAL
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Sch. G - Final - Amendment 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE G
TRANSITION PLANNING
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 Global
Assignment Services:
8 GLOBAL ASSIGNMENT SERVICES
8.1 Work Plan, Assessments and Baseline
8.1.1 Work Plan
A work plan shall be developed and integrated into
the transition plan for Global Assignment Services,
within [***]* of the Amendment 1 Effective Date.
8.1.2 Third Party Assessment and Baseline Validation
Service Provider shall review and assess Customer's
Global Assignment Services to determine the
appropriate approach for transfer of these Services
to Service Provider management
8.2 Responsibilities
Service Provider is responsible for the development and
management of the Global Assignment Services transition plan
and Customer has responsibility for ensuring the appropriate
level of participation and commitment of Bank resources. Both
parties have responsibility for establishing and operating
their respective delivery obligations.
9 THE HIGH LEVEL TRANSITION PLAN FOR GLOBAL ASSIGNMENT SERVICES IS
INDICATED BELOW:
See below**
[***]*
*Confidential information has been omitted.
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Sch. G - Final - Amendment 1 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE I
CUSTOMER ASSOCIATES
AMENDMENT 1- FINAL
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Sch. I - Final - Amendment 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE I
CUSTOMER ASSOCIATES
Schedule I of the Agreement is hereby amended by the addition thereto of the
following, related to transition to Service Provider's provision of the Global
Assignment Services:
[***]*
*Confidential information has been omitted.
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Sch. I - Final - Amendment 1 1 Contract Number - 00000-000-000
Effective Date - Mar. 15, 2001
