Exhibit 10.3
CONFIDENTIAL
TREATMENT
REQUESTED
AGREEMENT BETWEEN
INVESTORS BANK & TRUST COMPANY
AND
ELECTRONIC DATA SYSTEMS CORPORATION
LARGE FINANCIAL INSTITUTIONS DIVISION
FOR
INFORMATION TECHNOLOGY SERVICES
SEPTEMBER 20, 1995
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS ................................................... 1
ARTICLE II TERM OF AGREEMENT ............................................ 3
ARTICLE III SCOPE OF WORK PROVIDED ...................................... 3
ARTICLE IV PAYMENT FOR SERVICES ......................................... 9
ARTICLE V INPUT AND OUTPUT DATA ......................................... 11
ARTICLE VI SAFEGUARDING OF DATA ......................................... 12
ARTICLE VII WAIVER ...................................................... 12
ARTICLE VIII LIMITATION OF LIABILITY .................................... 13
ARTICLE IX TERMINATION .................................................. 14
ARTICLE X MISCELLANEOUS ................................................. 18
SCHEDULES
Schedule A Price Schedule
Schedule B Software
Schedule C Performance Standards
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AGREEMENT
This Agreement for Information Technology Services ("Agreement") dated
effective as of SEPTEMBER 20, 1995 ("Effective Date") is between Electronic Data
Systems Corporation, Large Financial Institutions Division, a Texas corporation
("EDS"), and Investors Bank & Trust Company, a Massachusetts state-chartered
bank and trust company ("Customer").
The parties hereto entered into that certain Agreement for Information
Technology Services dated September 24, 1990 ("Original Agreement"), the term of
which would have otherwise expired on December 9, 1995. However, EDS and
Customer each desire to continue their relationship pursuant to the terms of
this Agreement. Therefore, EDS and Customer agree that, as of the Effective
Date, this Agreement supersedes and replaces the Original Agreement, and the
Original Agreement will be of no further force and effect from and after the
Effective Date.
Under this Agreement, EDS will provide to Customer the information
technology services contemplated in this Agreement, and Customer will obtain all
its requirements for such services (with the exception of report and financial
printing described in SECTION 3.2 (h), which Customer may obtain elsewhere) from
EDS, at the prices set forth in SCHEDULE A, all upon the terms and conditions
set forth in this Agreement.
ARTICLE I
DEFINITIONS
For purposes of this Agreement:
1.1 "Abend" will mean abnormal ending in a processing cycle.
1.2 "ACF2" will mean the commercially available software package used to
provide data security that is marketed under that name.
1.3 "Benchmark" will mean each Acceptable Performance Level for measuring EDS'
performance set forth in PART II OF TABLE A OF SCHEDULE C, as revised
pursuant to SECTION 3.3.
1.4 "Business Day" will mean each day that Customer is open to conduct full
and normal business activities and will exclude weekend days and holidays
that are both national banking holidays and holidays recognized by the New
York Stock Exchange.
1.5 "CPU" will mean central processing unit.
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1.6 "Customer Systems" will mean the application and operating systems that
are owned by or otherwise provided by Customer and which are set forth on
SCHEDULE B.
1.7 "DASD" will mean Direct Access Storage Device hardware.
1.8 "Data" will mean any and all information that is required to conduct
Customer's affairs and that is delivered to, or maintained by, EDS.
1.9 "DSU" will mean Data Service Unit hardware.
1.10 "EDS IPC" will mean the EDS Information Processing Center located at Camp
Hill, Pennsylvania, or such other EDS Information Processing Center as EDS
may choose from time to time during the term of this Agreement.
1.11 "EDS Licensed Customer Applications" will mean certain systems that are
licensed to Customer or licensed to EDS for the benefit of Customer and
which are identified as "EDS Licensed Customer Applications" on SCHEDULE
B.
1.12 "EDS*NET" will mean EDS' proprietary digital communications network.
1.13 "EDS Systems" will mean the application and operating systems that are
owned by, licensed to, or otherwise provided by EDS, the majority of which
are identified as "EDS Systems" on SCHEDULE B.
1.14 "Single Loss" will mean any one act or omission (or any series of related
acts or omissions) that results in liability referred to in SECTION 8.2,
unless such term is used in connection with a loss covered by Customer's
Financial Institution Bond Insurance Policy (or its substitute), if
Customer elects to maintain such policy, in which case it will mean all
losses covered by such policy resulting from:
(a) any one act or series of related acts of burglary, robbery, or
attempted thereat, in which no employee (as such term is defined in
such policy) is implicated, or
(b) any one act or series of related unintentional or negligent acts or
omissions on the part of any person, whether an employee (as such
term is defined in such policy) or not, resulting in the damage to
or destruction or misplacement of property (as such term is defined
in such policy), or
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(c) all acts or omissions other than those specified in the preceding
subsections (a) and (b) caused by any person or in which such person
is implicated, or
(d) any one casualty or event not specified in the preceding subsections
(a), (b), or (c).
1.15 "TSO" will mean the software utility known as "Time Sharing Option."
1.16 "WSF2" will mean the output archival utility.
ARTICLE II
TERM OF AGREEMENT
2.1 The term of this Agreement will begin on the Effective Date and will
continue until December 31, 2000.
2.2 The term of this Agreement may be extended beyond December 31, 2000, by a
written election by Customer to extend the term of this Agreement by up to
three additional one year periods, which election(s) will be made not less
than six months prior to the next date this Agreement would otherwise
expire. EDS will give Customer notice of each date on which Customer may
elect to extend this Agreement at least thirty days before such date.
ARTICLE III
SCOPE OF WORK PROVIDED
3.1 EDS will perform the services set forth in this Agreement as an
independent contractor in accordance with its own methods, subject to its
compliance with the provisions of this Agreement and all applicable laws,
ordinances, and regulations. In performing such services, EDS will provide
to Customer the same quality of service as that provided to EDS' other
customers. If Customer's processing is behind schedule, EDS will use its
best reasonable efforts to get Customer' s processing back on schedule.
3.2 EDS will provide Customer with the following services and make available
to Customer the following EDS Systems and hardware:
(a) PRIMARY FACILITIES. The primary information processing center
("IPC") facilities located at the EDS IPC that will be available to
Customer will consist of an IBM or IBM compatible CPU running the
systems set forth in Schedule B and the following hardware: IBM or
compatible
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DASD, tape cartridge and tape reel drives, and a climate controlled
data center with raised floor to house such hardware. EDS will also
make available to Customer as the primary print facility for
services under this Agreement the EDS print facility located in
Boston, Massachusetts, that houses Xerox high-speed laser printers
which will provide simplex, duplex, and quadriplex printing and IBM
or IBM compatible impact printers which will provide printing for
special forms and other special request needs. The EDS IPC will
maintain a help desk twenty-four hours a day, seven days a week.
(b) BACKUP FACILITIES. EDS will provide backup data center facilities
consisting of alternate CPU, DASD, tape drives, and system software
and programming tools. Backup facilities will be located on-site at
the EDS IPC as well as off-site at such alternate EDS IPC as EDS may
determine.
(c) CONTINGENCY PLANNING, DISASTER RECOVERY AND PREVENTION. The parties'
responsibilities with respect to contingency planning will be as
follows:
(i) EDS will develop, maintain (with Customer's assistance and
approval) and, as necessary in the event of a disaster,
execute a disaster recovery plan (the "EDS Plan") for EDS IPC
that is consistent with this Agreement and EDS' overall
disaster recovery policy. EDS will provide to Customer and its
auditors and inspectors such access to the EDS Plan as
Customer may reasonably request from time to time. EDS will
not be required to provide access to information of other EDS
customers.
(A) Disaster recovery and prevention will be provided by EDS
by means of alternate on-site and off-site hardware
components in the EDS IPC and the alternate EDS IPC
referred to in SECTION 3.2(b) which are housed in EDS
data center facilities utilizing an uninterruptable
power source for interim back-up power (for up to 30
minutes) and diesel generators for ongoing back-up
power. Tapes of applications and Data will be stored
off-site from the EDS IPC at a strategically located
facility selected by EDS.
(B) EDS has a disaster recovery policy to prepare to move to
the alternate EDS IPC upon determination that the EDS
IPC may suffer an
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outage expected to last for more than four hours but
less than twenty four hours and to commence moving to
the alternate EDS IPC immediately upon determination
that the EDS IPC may suffer an outage expected to last
for more than twenty four hours. EDS will notify
Customer prior to placing into effect any revisions to
such policy.
(C) At no additional charge to Customer, EDS will devote up
to forty man-hours a year to testing such disaster
recovery plan, which testing would occur during a
scheduled drill. During this annual drill, Customer may
also test the recovery plan for its Customer Systems at
no charge; however, additional charges may apply if such
test utilizes non-standard testing requirements. Any
non-standard testing requirements and the associated
additional charges will be identified prior to the
drill.
(ii) Customer will, at its expense, develop, maintain and, as
necessary in the event of a disaster, execute a business
resumption plan (the "Customer Plan") for all Customer
locations and the telecommunications links between the
Customer locations and the EDS IPC and will provide to EDS
such access to the Customer Plan as EDS may reasonably request
from time to time. Customer will also be responsible for
providing, at Customer's expense and with assistance from EDS,
the telecommunications equipment necessary to connect between
Customer's locations and the alternate EDS IPC, and Customer
will pay all telecommunications usage charges associated with
any drill or execution of the EDS Plan or Customer Plan.
(iii) EDS will provide to Customer such information as may be
reasonably required for Customer to assure that the Customer
Plan is compatible with the EDS Plan.
(iv) Each party will be responsible for the training of its own
personnel as required in connection with all applicable
contingency planning activities.
(v) Each party's contingency planning activities will comply, as
appropriate, with such of the following regulatory policies as
may be applicable to Customer's business, as the same may be
amended or replaced from time to time: a. Federal Deposit
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Insurance Corporation Bank Letter BL-22-88 dated July 14,
1989; b. Federal Reserve System Supervision and Regulation
Number SR-89-16 dated August 1, 1989; c. Office of the
Comptroller of the Currency Banking Circular Number BC177
dated July 12, 1989; and d. Office of Thrift Supervision
Bulletin Number TB30 dated July 19, 1989. If compliance with
any amendments or replacements of the policies listed above
would significantly increase EDS' cost of providing services,
EDS will be entitled to increase the charges under this
Agreement by an amount that reflects a pro rata allocation of
EDS' increased cost among the applicable EDS customers,
including Customer.
(d) DATA AND FACILITY SECURITY. The primary and back-up data centers
will be physically secured for limited access. All entrances to the
EDS IPC will be monitored twenty-four hours a day by video cameras
and armed security guards. Such guards will patrol all EDS IPCs
twenty-four hours a day, seven days a week, limit access to all EDS
IPCs to designated individuals through a card access system that
locks and controls all external doors, admit visitors only under
controlled conditions, and constantly monitor building security and
access and log discrepancies. Access to computer rooms will be
limited to employees who can enter only by inserting magnetic cards
into a reader and entering correct access codes issued to employees
with a need for access to a specific area. EDS will protect physical
resources and personal information at the EDS IPC against theft or
purposeful damage and provide protection of the EDS IPC against
damage from external conditions such as fire and water. The EDS IPC
will be supported by an uninterruptable power source for interim
back-up power (for up to 30 minutes) and diesel generators for
on-going back-up power to prevent loss of Data. EDS will provide
ACF2 data security and ACF2 reports of unauthorized attempts to
enter the system.
(e) OPERATIONS SUPPORT. EDS will provide data center operations support,
which will include ongoing maintenance and job scheduling. EDS will
notify Customer of application Abends, but will not attempt
resolution of any such Abends, and will provide cycle monitoring.
EDS will provide operations support including hardware, network, and
software support for EDS Systems. EDS will not provide application
software support for EDS Licensed Customer Applications.
(f) HARDWARE AND SYSTEM SOFTWARE. EDS will make available to Customer
the hardware and EDS Systems described in
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SECTION 3.2(a) every day for on-line processing from 7:00 a.m.,
Massachusetts time, until the time Customer notifies EDS to commence
the daily cycle (usually between 8:00 p.m. and 9:00 p.m. that
evening, Massachusetts time), and twenty four hours a day for TSO
and batch processing, with the exception of downtime for regular
maintenance which will be scheduled to prevent interference with
Customer's processing.
(g) TELECOMMUNICATIONS NETWORK. EDS will provide the network lines from
Customer's site to the EDS IPC. Customer is responsible for the DSU
at its site and all internal equipment from such DSU. Customer and
EDS will from time to time mutually agree upon any additional
telecommunications equipment and back-up equipment required during
the term of this Agreement and the charges therefor.
(h) REPORT AND FINANCIAL PRINTING. EDS will provide report and financial
printing at EDS' Boston data center utilizing laser and impact
printers. Printed reports will be available for pick-up by
Customer's courier. Customer may reject printed reports that are
unacceptable in quality within two (2) days after receipt and EDS
will reprint or cause to be reprinted such reports and have them
redelivered to Customer as soon as possible at no additional cost to
Customer.
(i) MICROFICHE. EDS will provide microfiche originals and copies at EDS'
Boston data center or through use of a subcontractor, at EDS'
discretion. Microfiche will be available for pick-up by Customer's
courier. Customer may reject microfiche that is unacceptable in
quality within two (2) days after receipt and EDS will reprint or
cause to be reprinted such microfiche and have them redelivered to
Customer as soon as possible at no additional cost to Customer.
(j) RUNTIME IMPROVEMENT. Throughout the term of this Agreement, EDS,
through the account manager described in SECTION 3.2(k), and
Customer, through its designated representative, will work to
improve Customer's processing efficiencies. Without limiting the
generality of the previous sentence, during the term of this
Agreement, EDS will make available at no charge up to one hundred
fifty (150) man-hours of the time of EDS systems engineers to
consult with and advise Customer regarding reduction of resource
usage.
(k) ACCOUNT MANAGER. EDS will provide an account manager to Customer who
will be available to Customer on a full-time basis if Customer
elects to utilize such account manager
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to that extent. Customer will provide reasonable work space,
furnishings, services (including telephone, modem hook-up or EDS*Net
systems network architecture ("SNA") connection, telecopy and
photocopy equipment, janitorial service, etc.), and supplies, for
use when on-site presence is required. The account manager will be
available for Customer's calls after normal business hours. The
account manager will prepare a monthly statistical report and
interim notifications about changes in the hardware or software
environment made available to Customer under this Agreement. The
account manager will attend periodic status meetings with Customer's
management to review other pertinent topics.
(l) SPECIAL FORMS AND CHECKS. EDS will stock special forms and checks
provided by Customer according to a stocking plan maintained by
Customer and EDS. EDS will deliver to Customer all printed checks
and all checks rendered unusable and will implement strict control
procedures acceptable to Customer over EDS' stock of checks provided
by Customer according to the stocking plan. EDS will be responsible
for direct damages up to the limits of liability set forth in
Section 8.2 for unauthorized or fraudulent use of the checks or
printed signature images of Customer in EDS' possession from the
time such items come into the possession of EDS until the items are
delivered into the possession of Customer.
(m) CERTAIN CHANGES. EDS will make the following changes and additions
as soon as practicable but in no event later than the time
parameters indicated below:
CHANGE/ADDITION TIME PARAMETER
--------------- --------------
TSO ID's Two Business Days
EDS*NET ID's Three Business Days
Terminal ID's Four weeks
Security parameters Two weeks
Report delivery Two Business Days
3.3 If EDS' performance falls below any of the "Acceptable Performance Levels"
as indicated in SCHEDULE C, as they may be revised from time to time by
mutual agreement of the parties. Customer will notify EDS of the problem.
After such notice, Customer and EDS will mutually determine the cause of
the performance problem. If the cause is solely under EDS' control, EDS
will use its best reasonable efforts and all necessary resources to
restore performance to the Acceptable Performance Level as soon as
possible at no cost to Customer. If the cause is not solely under EDS'
control, Customer and EDS will each use its best reasonable efforts to
improve actual performance to the applicable Acceptable Performance Level
at no cost to Customer except for the costs of
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resources utilized (as set forth in SCHEDULE A) and other mutually agreed
costs, and, if unsuccessful, will revise the applicable Acceptable
Performance Level.
3.4 Customer will provide timely decisions and necessary system modifications
to support IPC technology upgrades. Customer will pay all costs incurred
due to its requirement that EDS use prior models of hardware, non-current
releases of software, or a particular non-standard operating methodology
at the IPC. Prior to making any changes in the EDS IPC processing
environment that may affect Customer's software application environment,
EDS will give Customer reasonable notice of such changes to permit
Customer to make any necessary modifications to its application
environment.
ARTICLE IV
PAYMENT FOR SERVICES
4.1 In consideration for the services, equipment and EDS Systems provided by
EDS as described in Article III, Customer will pay EDS as follows:
(a) A monthly service fee, calculated in accordance with SCHEDULE A,
plus once each year at the applicable time the amount of the annual
insurance premium described in SECTION 10.3.
(b) for EDS Licensed Customer Applications, a charge equal to the
vendor's invoice, plus 20% (or if the EDS Licensed Customer
Applications are shared by multiple customers, Customer's allocated
share of the invoice, plus 20%), plus installation charges.
(c) for telecommunications circuits, equipment and maintenance, a charge
equal to (i) EDS' then current commercial rate for the item or
service, if EDS has established a commercial rate for such item, or
(ii) the vendor's invoice, plus 20%, if EDS has not established a
commercial rate for such item.
(d) for network connection, a charge calculated as provided on
SCHEDULE A.
(e) for freight and delivery, a charge equal to the vendor's invoice,
plus 20%.
(f) EDS will submit to Customer the following invoices (which invoices
may be combined as appropriate):
(i) the monthly service fee,
(ii) other services described in this Agreement, and
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(iii) services agreed upon by the parties from time to time.
Each invoice will be submitted as soon as practical (generally 30
days) after the applicable billing period cutoff for the service.
The billing period cutoff for processing (e.g. the monthly service
fee) and other services is at mid-month. The cut-off for print
services is at month-end. EDS and Customer may from time to time
agree to adjust the billing period cutoff times.
(g) Each invoice will be in a form reasonably acceptable to Customer,
including a report describing Customer's actual resource utilization
and associated fee, and detail regarding the categories of resource
use and volumes, unit prices, extended charges, and, if applicable,
volume discounts and multiple print modes. EDS will disclose the
methods and tools used to collect usage information and to calculate
or adjust raw data, as well as the raw data itself at Customer's
request. EDS will maintain one year of resource usage data from
which monthly reports will be generated listing charges by access
code and by resource unit (see SCHEDULE A for a listing of resource
unit categories). EDS will also provide weekly reports listing
Customer's DASD data sets and daily CPU time for scheduled
production jobs. EDS will run queries and produce reports from this
data base at Customer's request. A reasonable number of requests for
queries and reports by Customer for the purpose of clarifying
billing information will be provided at no additional charge.
Otherwise, requests for queries and reports will be provided at
Customer's expense, based on the applicable resource rates set forth
in SECTION 1 of SCHEDULE A. Except as provided in SECTION 4.3, there
will be no changes in unit prices unless mutually agreed by the
parties in writing.
(h) Payment of each invoice will be due 10 days after receipt of such
invoice by Customer. Payment will be delivered by Customer to EDS at
the address set forth on the invoice. If payment in full is not made
within thirty days after the date of the invoice, a finance charge
of the lesser of: (i) the base (or prime) rate established from time
to time by Citibank, N.A., or (ii) the highest rate of interest
allowed by applicable law (the lesser of which will be referred to
as the "Late Payment Interest Rate"), will be applied to the unpaid
balance of the invoice until paid. If Customer successfully disputes
any fees assessed or charged by EDS, EDS will promptly refund the
fees which were not owed by Customer, together with interest at the
Late
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Payment Interest Rate calculated from the date payment of such fees
was received by EDS until refunded.
4.2 Customer may request from time to time that EDS provide services in
addition to those set forth in this Agreement. In consideration for the
agreement by EDS to perform such additional services, Customer will pay
to EDS the charges agreed upon by the parties or charges calculated based
on EDS' then current commercial rates, plus the out-of-pocket expenses
incurred by EDS with the prior approval of Customer. However, if the
additional services are provided through EDS by a vendor, charges will be
equal to the vendor's charge, plus 20%. Unless otherwise agreed by the
parties, all of the terms and conditions of this Agreement will be
applicable to the additional services.
4.3 Customer will pay or reimburse EDS for any taxes, tariffs, or license fees
of any taxing authority, however delegated or designated, levied or based
on this Agreement or the systems, products, or services to be provided
hereunder or on their sale, license, or use, or any action taken under
this Agreement, exclusive, however, of any taxes based on EDS' net income
and any corporate excise tax attributable to EDS as a result of its doing
business in any jurisdiction. Any taxes assessable on the systems,
products, or services to be provided under this Agreement on or after
delivery will be borne by Customer. EDS may issue a separate invoice for
such taxes and related charges under this Section.
ARTICLE V
INPUT AND OUTPUT DATA
5.1 Any tapes or other Data to be furnished by Customer in order that EDS may
provide the services set forth in ARTICLE III must be compatible with EDS'
equipment and must be in good condition for machine processing. In
addition, if Customer furnishes any program or system, other than those
described as Customer Systems on SCHEDULE B, to EDS for use by EDS in
providing services hereunder, Customer and EDS will negotiate in good
faith to establish, in advance of installation, a plan for the review,
testing, installation, and related costs, if any, of such software in
order to ensure the compatibility of such software with EDS' operating
environment and information technology techniques. EDS will not be
required to provide application software support for any EDS Licensed
Customer Applications.
5.2 EDS will take reasonable precautions to protect and secure all tapes and
other Data furnished to it by Customer for performance under this
Agreement.
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5.3 If Data submitted by Customer to EDS for processing is incorrect,
incomplete, or not in the form referred to in SECTION 5.1, Customer agrees
either to correct or complete such Data or otherwise prepare it for
processing or, alternatively, to pay EDS at the then current commercial
rates for the additional work performed by EDS to correct or complete such
Data or otherwise prepare it for processing, at Customer's election. In
the event such additional work by EDS is necessary, EDS will use its best
reasonable efforts to reschedule and process Customer's work as promptly
as possible, but in any event, the time schedule for processing all such
Data will be extended appropriately.
5.4 EDS will be responsible for correction of any errors or omissions in the
processing, transmission, or output of Data for which EDS is the sole
cause, without additional charge to Customer.
ARTICLE VI
SAFEGUARDING OF DATA
EDS will establish and maintain mutually acceptable, reasonable safeguards
against the destruction or loss of Data in the possession of EDS. Customer will
be responsible for establishment of instructions for data retention and archival
including maintenance of duplicate records, and EDS will be responsible for
following such instructions. Customer will duplicate critical archive files and
will identify such files to EDS for permanent retention and off-site storage. If
any Data are lost, damaged, or destroyed while in the sole possession or under
the exclusive control of EDS because EDS has not exercised reasonable care. EDS
will, at its expense, reconstruct such Data, and will reimburse Customer for
amounts paid by Customer to its employees as overtime, as a result of the loss
or destruction of such Data.
ARTICLE VII
WAIVER
No material covenant, condition, or undertaking contained in this Agreement may
be waived except by written agreement of the parties, and forbearance or
indulgence in any other form by either party in any regard whatsoever will not
constitute a waiver of the covenant, condition, or undertaking to be kept or
performed by the party to which the same may apply, and until complete
satisfaction or performance of all such covenants, conditions, or undertaking
the other party will be entitled to invoke any remedy available under this
Agreement, or under law, despite any such forbearance or indulgence. Any such
waiver will not constitute a waiver of any previous or subsequent breach of such
covenant, condition, or undertaking or any other covenant, condition, or
undertaking.
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ARTICLE VIII
LIMITATION OF LIABILITY
8.1 EDS will perform in accordance with the performance standards set forth in
SCHEDULE C. EDS will not be liable to Customer for any expense, claim,
loss, or damages suffered by reason of EDS' performance of this Agreement
unless Customer provides EDS with notice of its claim as soon as Customer
becomes aware that any such expense, claim, loss, or damages exist or may
exist, but in no event will Customer fail to provide EDS with notice
thereof later than eighteen months from the date the term of this
Agreement expires.
8.2 Either party's liability, if any, to the other, or to any third person for
any expense, claim, loss, or damages arising out of or in any way related
to its failure to perform its obligations hereunder from any cause,
including negligence, other than such liability as may arise under SECTION
8.3, will be limited to an amount not to exceed One Million Dollars
($1,000,000.00) per Single Loss, except that to the extent that EDS'
liability is covered by the data processing errors and omissions insurance
policy referred to in SECTION 10.3, such greater amount will be in
addition to such limit of One Million Dollars ($1,000,000).
8.3 NEITHER PARTY WILL IN ANY EVENT BE LIABLE TO THE OTHER FOR SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES UNDER ANY CIRCUMSTANCES,
WHETHER OR NOT CAUSED BY ITS NEGLIGENCE.
8.4 Any dispute, controversy, or claim arising out of, in connection with, or
relating to this Agreement, or the breach, termination, validity, or
enforceability of any provision of this Agreement shall be resolved by
final and binding arbitration by a panel of three (3) arbitrators in
accordance with and subject to the Commercial Arbitration Rules of the
American Arbitration Association then in effect. Each party shall
promptly select one arbitrator within five Business Days and the two
arbitrators so selected shall promptly select the third arbitrator within
five Business Days. Discovery in the forms permitted by the Federal Rules
of Civil Procedure then in effect shall be allowed in connection with such
arbitration to the extent consistent with the purpose of the arbitration
and as allowed by the arbitrators. Such arbitrators are authorized to
render awards of monetary damages, direction to take or refrain from
taking action, or both. Each party will bear its own costs and expenses of
arbitration, although the arbitrators are authorized to award such costs
and expenses to a party as part of its monetary damages if such award is
fair and equitable. Judgment upon the award rendered in any such
arbitration may be entered in any court of competent
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jurisdiction, or application may be made to such court for judicial
acceptance and enforcement of the award, as the law of such jurisdiction
may require or allow. EDS shall continue to provide services hereunder
during any such arbitration proceedings and Customer shall continue to
make payments, other than any disputed payments, to EDS in accordance
with this Agreement. The fact that arbitration has or may be allowed shall
not impair the exercise of any termination right in accordance with this
Agreement.
8.5 Any limitation of the amount or type of damages or remedies recoverable
through arbitration by one party against another provided for in this
Agreement will not apply to acts or omissions of gross negligence or
willful misconduct.
ARTICLE IX
TERMINATION
9.1 (a) In the event that either EDS or Customer materially or repeatedly
defaults in the performance of any of its duties and obligations
hereunder, which default will not be substantially cured within five
days after written notice to the defaulting party if a default in
the payment of money, or for any other default within forty-five
days after written notice is given to the defaulting party,
specifying the default, or with respect to those defaults (other
than a payment of money) which cannot be cured within forty-five
days if the defaulting party fails to proceed within five days to
commence curing said default and thereafter to proceed with all due
diligence to substantially cure the same, then the party not in
default may, upon giving written notice thereof to the defaulting
party, terminate this Agreement as of a date specified in such
notice, which date will not be less than thirty days from the giving
of termination notice. EDS may not terminate this Agreement for
nonpayment in the case of any charge set forth in any invoice that
Customer disputes in good faith, provided that Customer will
promptly pay any such amount upon resolution of the dispute in EDS'
favor.
(b) (i) Notwithstanding the termination rights set forth in SECTION
9.1(a), if EDS recurrently performs below one of the
performance levels set forth in TABLE A OF SCHEDULE C, which
substandard performance is solely caused by EDS, during the
time periods described in COLUMN I OF TABLE B OF SCHEDULE C,
Customer may give EDS written notice of its intention to
terminate this Agreement at the end of the applicable cure
period described
14
in COLUMN III OF TABLE B OF SCHEDULE C. Should EDS not achieve
performance consistent with the acceptable performance levels
in SCHEDULE C within such cure period, Customer may terminate
this Agreement.
(ii) Should EDS achieve performance consistent with the acceptable
performance levels in SCHEDULE C within such cure period
referred to in the preceding Subsection, Customer and EDS will
monitor EDS' performance during the succeeding number of days
indicated in COLUMN I OF TABLE B OF SCHEDULE C to mutually
determine whether actions taken by EDS constitute a cure.
(iii) EDS will be deemed to have recurrently performed below one of
the performance levels set forth in SCHEDULE C when its
performance of a particular performance criterion falls below
the applicable performance level more often than is permitted
under TABLE B OF SCHEDULE C. For example, EDS' failure to
provide on-line production availability on a daily average of
less than four hours for more than three Business Days within
forty-five consecutive Business Days, which is the criteria
applicable to the "Unacceptable Performance Level" indicated
on SCHEDULE C, or on a daily average of less than 98% for more
than five Business Days within thirty consecutive Business
Days, which is the criteria applicable to the Acceptable
Performance Level, if caused solely by EDS, would be deemed to
be recurring substandard performance. and would permit
Customer to give EDS written notice of its intention to
terminate this Agreement. In the event such notice was given
and if EDS could not cure performance below the unacceptable
Performance Level within two Business Days, the applicable
cure period set forth in TABLE B OF SCHEDULE C for such
performance level, or cure performance below the Acceptable
Performance Level within seven Business Days, the applicable
cure period for such performance level, this Agreement may be
terminated. Failures by EDS to meet more than one performance
level within the applicable time periods may not be
accumulated to deem EDS to have recurrently failed to meet
such levels unless EDS recurrently performs below each such
level; provided that if EDS performs in a manner that more
than twenty incidents of substandard performance on a
cumulative basis occurs within any thirty consecutive Business
15
Days, EDS will be deemed to have recurrently performed below
the performance standards on a cumulative basis and, upon
written notice from Customer of its intention to terminate
this Agreement, EDS will have ten Business Days to institute
a cure calculated to prevent such recurrent, cumulative,
substandard performance. The monitoring procedure described in
SUBSECTION 9.1(b)(ii) would apply to such cure.
(c) Notwithstanding the performance standards and the cure procedure
described in SECTION 9.1(b), if EDS is prevented from materially
performing its duties and obligations under this Agreement for more
than seventy-two consecutive hours for any reason, Customer will
have the right to terminate this Agreement by giving written notice
to EDS.
9.2 (a) Customer or EDS may terminate this Agreement at any time after EDS
has paid monetary damages pursuant to this Agreement of One Million
Dollars ($1,000,000.00) or more, provided that written notice of
such termination is given at least sixty days before the
contemplated date of termination.
(b) Customer may terminate this Agreement at any time in the event that
(i) EDS fails to maintain the data processing error and omissions
policy in accordance with SECTION 10.3 (provided Customer has paid
the amounts referred to in SECTION 10.3), or (ii) any valid claim is
made upon Customer's bond referred to in SECTION 1.13 in connection
with any expense, claim, loss, or damage arising out of or in any
way related to the performance (or failure to perform) by EDS or any
of its directors, officers, employees, consultants, or agents of
their respective obligations under this Agreement for any cause,
including negligence.
(c) In the event that EDS elects to terminate this Agreement pursuant to
SECTION 9.2(a) or Customer elects to terminate this Agreement
pursuant to SECTION 9.2(b), the terminating party will pay the
reasonable out-of-pocket and internal costs incurred in connection
with the conversion of Customer Systems to an information
processing center not owned by EDS; provided that the maximum amount
a terminating party will be required to pay under this SECTION
9.2(c) will be One Hundred Thousand Dollars ($100,000.00) in the
aggregate; provided further that the amount a terminating party will
be required to pay for internal costs will not exceed Fifty Thousand
Dollars ($50,000.00).
16
9.3 EDS will be excused from performance hereunder for any period EDS is
prevented in whole or in part from performing any service pursuant hereto
as a result of an act of God, war, civil disturbance, court order, or
other cause beyond its reasonable control provided that, and only so long
as, EDS uses its best reasonable efforts to comply with the disaster
recovery plan referred to in SECTION 3.2(c). Such non-performance will not
be a ground for default or termination except as provided in this SECTION
9.3. In the event EDS will be excused from performance under this Section,
EDS will use its best reasonable efforts to provide directly or
indirectly, and to the extent practicable, alternate performance,
including, without limitation, using other data centers maintained by EDS
and permitting Customer employees to have access to such EDS facilities
and to the Customer Systems, EDS Systems, and Data files used in
processing Customer's business. If the data processing system is in the
possession of Customer, Customer agrees that it will keep the EDS Systems
confidential and will not disclose its contents to any third person, and
upon resumption of performance by EDS, such EDS Systems will be promptly
returned to EDS. If any such contingency excuses EDS' performance
hereunder, Customer may elect to:
(a) Arrange for the performance by others of those services which were
to be performed by EDS hereunder. Customer will make known to EDS
the actual cost of such performance, and EDS will reimburse Customer
for all such costs (including any one-time conversion costs) that
exceed the amount that would have been paid to EDS had EDS rendered
such services.
(b) Terminate this Agreement at any time upon written notice to EDS, as
described in SECTION 9.1(c), should such contingency prevent EDS
from materially performing its duties and obligations under this
Agreement for more than seventy-two consecutive hours. In the event
of such termination, EDS would be excused, and Customer hereby
releases EDS, from performance under this Agreement except as
provided in SECTIONS 9.5 AND 10.1.
9.4 Subject to the provisions of Xxxxx 00, Xxxxxx Xxxxxx Code, either party,
in its discretion, may terminate this Agreement at any time upon written
notice to the other in the event of any of the following:
(a) The commencement of any proceeding, whether under court supervision
or otherwise, for the liquidation of the other;
(b) The insolvency of the other;
17
(c) The making of any assignment for the benefit of creditors by the
other; or
(d) The filing of a petition in bankruptcy by or against the other under
any bankruptcy or debtor's law for its relief or reorganization, or
for the composition, extension, or arrangement for adjustment of its
obligations. However, such right or termination will not accrue in
the event of a filing against either party of an involuntary
petition to have such party declared bankrupt and in which such
party does not acquiesce, if such petition is dismissed within sixty
days of the date of such filing.
9.5 In the event of any termination, EDS will continue to provide the services
described in this Agreement and will cooperate with Customer as reasonably
necessary to effect an orderly conversion of Customer information
technology requirements to Customer or a third party, for which services
Customer will pay at the rates set forth in SCHEDULE A, provided that
payments to EDS are secured in form satisfactory to EDS and amount
consistent with the anticipated amount of charges calculated in accordance
with this Agreement.
ARTICLE X
MISCELLANEOUS
10.1 OWNERSHIP OF DATA. Customer Systems and Data will be and remain the
property of Customer and be returned to Customer by EDS promptly after
termination of this Agreement. All Customer Systems and Data are and will
be the exclusive property of Customer, which EDS will keep free of all
claims, liens, and encumbrances. Upon request by Customer or at the
expiration of the Operational Period, EDS will return all Data and
Customer Systems to Customer in format reasonably requested by Customer,
for which Customer will pay the cost of materials for electronic media to
EDS. The limitation of liability set forth in SECTION 8.2 will not apply
in the event EDS wrongfully fails to comply with this Section.
10.2 ASSIGNMENT OF AGREEMENT. This Agreement will be binding on the parties and
their heirs, successors, and assigns, but neither party may assign this
Agreement without the prior written consent of the other, except to a
corporation owned by or under common control with the assignor and except
as provided hereafter. The following transactions shall not require
approval of Customer under this Section and shall not be deemed an
assignment of this Agreement by EDS: any merger (including without
limitation a re-incorporation merger), consolidation, reorganization,
stock exchange, sale of stock or substantially all of the assets or other
similar or
18
related transaction in which (i) EDS is the surviving entity, or (ii) if
EDS is not the surviving entity, the surviving entity continues to conduct
the business conducted by EDS prior to consummation of the transaction.
The following transactions shall not require approval of EDS under this
Section and shall not be deemed an assignment of this Agreement by
Customer: any merger (including without limitation a re-incorporation
merger), consolidation, reorganization, stock exchange, sale of stock or
substantially all of the assets or other similar or related transaction in
which (i) Customer is the surviving entity, or (ii) if Customer is not the
surviving entity, the surviving entity continues to conduct the business
conducted by Customer prior to consummation of the transaction.
10.3 ACCIDENTS, INJURIES AND PROPERTY DAMAGES. EDS will indemnify and hold
harmless Customer from any loss, damage, cost, or expense which it may
sustain or incur by reason of, or arising from, any accident or injury to
personnel or employees of EDS, as well as any loss, damage, or destruction
of the property owned, leased, or used by EDS in the course of EDS' work
in the performance of this Agreement. Customer will indemnify and hold
harmless EDS from any loss by reason of, or arising from, any accident or
injury to the personnel of Customer, as well as any loss, damage, or
destruction of property owned, leased, or used by Customer in the course
of receiving services for EDS under this Agreement. Each Party agrees to
maintain adequate insurance coverage or reserves against the risks it
assumes, in keeping with sound business practices, and will notify the
other of any material decrease in coverage or reserves, or substantial
claim made against such coverage or reserves. EDS will maintain at its own
expense during all times when its employees are on Customer's premises
worker's compensation, unemployment, disability, and liability insurance
or reserves for itself and its employees and will provide to Customer,
upon request, certification thereof. EDS will also maintain a data
processing errors and omissions insurance policy, with coverage
satisfactory to Customer, of at least Ten Million Dollars ($10,000,000),
applying only to work performed by EDS for Customer; provided that, upon
presentation by EDS to Customer of a receipt for payment thereof, Customer
will promptly reimburse EDS each year an amount equal to (a) the annual
premium for such policy, less (b) the amount of any increase in such
premium due to the loss experience of EDS. At Customer's request, EDS will
provide Customer with a copy of the errors and omissions insurance policy
obtained in accordance with this Section.
10.4 CONFIDENTIALITY OF INFORMATION. EDS will not have or claim any rights to
or interests in any Customer information, Data, Customer Systems,
programs, or practices and procedures with
19
respect to Customer' s operations and Customer will not have or claim any
rights to or interests in any EDS Systems, programs, or practices and
procedures with respect to EDS' operations. EDS recognizes and agrees that
all Data and Customer Systems and any materials, documents, or information
pertaining thereto are proprietary to Customer and constitute trade
secrets. Customer recognizes and agrees that all EDS Systems and any
materials, documents, or information pertaining thereto are proprietary to
EDS and constitute trade secrets. All information with respect to such
trade secrets communicated by one party to the other, either before or
after the date of this Agreement, will be received in strict confidence,
will be used only for the purposes of this Agreement, and that no such
information will be disclosed by the recipient party without the prior
written consent of the other party, except as provided herein, or as may
be necessary by reason of legal, accounting, or regulatory requirements.
However, this Section will not apply to proprietary information owned by
one party which:
(a) Is already known by the other party; or
(b) Is or becomes publicly known through no wrongful act of the other
party; or
(c) Is rightfully received by the other party from a third party without
a similar restriction and without breach of this Agreement; or
(d) Is independently developed by the other party without breach of this
Agreement; or
(e) Is furnished to a third party by the party owning the information
without a similar restriction on the third party's right; or
(f) Is approved for release by written authorization of the party owning
the information.
Customer may disclose the contents of this Agreement (other than SCHEDULE
A) to customers and clients of Customer provided that Customer obtains
EDS' prior written consent which may not be unreasonably withheld. The
limitation of liability set forth in SECTION 8.2 will not apply to the
party that wrongfully fails to comply with this Section.
10.5 INSPECTION AND AUDIT RIGHTS.
(a) Customer and its auditors and regulators will have the right to
inspect and audit fully any invoices submitted by EDS and any and
all of the Data, Customer Systems, and work performed or being
performed hereunder either
20
directly by EDS or through arrangement with another party as if such
Data and Customer Systems were kept, or such work was performed, at
Customer's site, provided that in no event will Customer or its
auditors or regulators have any access to data or other property of.
other customers of EDS. Upon request, EDS will allow complete
Customer inspection of all documentation in support of any work
performed by EDS. EDS will furnish to Customer (i) a copy of its
annual financial statements when generally available and, upon
request by Customer, its quarterly financial statements when
generally available, and (ii) information concerning any adverse
material change in EDS' financial condition concurrently with
release to the public. Customer and its auditors and regulators will
also have the right to inspect EDS' stock of special forms and
checks provided by Customer under SECTION 3.2(1) and EDS' compliance
with the stocking plan referred to in SECTION 3.2(1).
(b) Any customer or client of Customer may inspect and audit any
information or Data pertaining to such customer or client and the
application software used by Customer with respect to such
information or Data. EDS will provide a representative to assist any
such inspection or audit, provided that Customer will pay EDS for
the time (in excess of two (2) man-days per year, which will be free
of charge) expended by such representative in connection with such
inspections and audits at a mutually agreed rate.
10.6 TIME FOR PERFORMANCE. Time for performance as stated herein is of the
utmost importance.
10.7 LOWER TIER SUBCONTRACTS. EDS will have the right to subcontract portions
of the services to be performed by EDS hereunder; provided, however, no
such subcontract will relieve EDS of responsibility hereunder for the
subcontracted obligations. EDS will notify Customer of material services
for which EDS intends to enter a subcontract following the Effective Date
and will solicit comments from Customer on such matter. EDS agrees to give
due consideration to Customer's comments regarding subcontracting.
10.8 GOVERNING LAW. This Agreement will be construed and the rights and
obligations of the parties determined in accordance with the provisions of
the laws of the Commonwealth of
Massachusetts.
10.9 CORPORATE AUTHORITY. Customer represents and warrants that there is no
legal impediment to the execution by Customer of this Agreement or to the
full and complete compliance with or performance by Customer of all the
terms and provisions
21
thereof. Furthermore, EDS represents and warrants that there is no legal
impediment to the execution by EDS of this Agreement or to the full and
complete compliance with or performance by EDS of all the terms and
provisions thereof.
10.10 PATENT INDEMNITY. Each party will indemnify, defend, and hold harmless the
other from any and all claims, actions, damages, liabilities, costs, and
expenses, including reasonable attorneys' fees and expenses, arising out
of any claims of infringement by the indemnitor of any United States
letters patent, trade secret, copyright, trademark, service xxxx, trade
name, license, or similar proprietary rights conferred by common law or by
any law of the United States said to have occurred because of systems
provided (i.e., with respect to Customer, the Customer Systems, and with
respect to EDS, the EDS Systems) or work performed by the indemnitor or
that may arise from a claim of infringement or violation by indemnitor of
any license or similar agreement. This indemnity will not apply unless the
party claiming indemnification notifies the other promptly of any matters
in respect of which the foregoing indemnity may apply and which the
notifying party has knowledge and give the other party full opportunity to
control the response and the defense, including, without limitation, any
agreement relating to the settlement.
10.11 DISHONEST EMPLOYEES. Pursuant to its dedication to maintaining the highest
standards of business ethics, EDS has a policy of immediately terminating
any employee who commits any serious, illegal act such as theft,
embezzlement, or similar crimes involving dishonesty. EDS will not permit
any employee whom EDS is aware has committed any such act to perform any
tasks in connection with EDS' services to Customer contemplated in this
Agreement.
10.12 ENTIRE AGREEMENT. This Agreement, including the Schedules referred to
herein, each of which is incorporated into this Agreement for all
purposes, constitutes the entire Agreement between the parties hereto with
respect to the subject matter hereof. There are no understandings or
agreements hereto which are not fully expressed in this Agreement. No
amendment, change, waiver or discharge hereof will be valid unless in
writing and executed by the party against whom such amendment, change,
waiver or discharge is sought to be enforced. Any prices or terms
contemplated in this Agreement to be mutually agreed upon by the parties
shall be reflected in a written addendum to this Agreement.
10.13 NOTICES. Any notice, election, consent, or other communication required or
permitted under this Agreement will be in writing and deemed given when
delivered in person or by telecopy (with confirmation of receipt) or when
sent by
22
registered or certified mail, return receipt requested, postage prepaid
and addressed as follows:
If to EDS: Electronic Data Systems Corporation
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxx 00000
Attn: Vice President - Operations
Large Financial Institutions
If to Customer: Investors Bank & Trust Company
One Lincoln Plaza
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
Any party to this Agreement may change its address for notice purposes by
giving the other party written notice thereof specifying the new address
and the date upon which such address will become effective.
IN WITNESS WHEREOF, EDS and Customer have each caused this Agreement to be
signed and delivered by its duly authorized representative, all as of the
date(s) indicated below.
Investors Bank & Trust Company Electronic Data System
Corporation
By: /s/ Xxxxx X. Xxxxxxx By: /s/ [ILLEGIBLE]
---------------------------- ----------------------------
Title: President Title: Managing Director
-------------------------
Large Financial
Institutions Division
Date: 9/15/95 Date: 9/20/95
-------------------------- --------------------------
23
[-------] indicates material that has been omitted and or which confidential
treatment has been requested. All such omitted material has been filed
separately with the Commission pursuant to Rule 24b-2.
SCHEDULE A
1. PRICE SCHEDULE FOR RESOURCE USAGE
The monthly service fee will be calculated by multiplying the volume usage
for a resource for a month by the resource unit price set forth in the
table below for the applicable year. In the table below, "Prime" refers to
"Prime Time" which is defined as 6:00 am - 6:00 pm weekdays, local time
at the EDS IPC. "Offshift" means any time other than Prime Time.
(Amounts below are in U.S. Dollars) Extension
Resource Measurement Unit 1995-1996 1997 1998 1999 2000 Term
-------- ---------------- --------- ---- ---- ---- ---- ---------
PROCESSING
CICS Calls Offshift Per 10 Calls [-------] [-------] [-------] [-------] [-------] [-------]
CICS Calls Prime Per 10 Calls [-------] [-------] [-------] [-------] [-------] [-------]
MVS CPU Offshift 3081K Equivalent
CPU Minute [-------] [-------] [-------] [-------] [-------] [-------]
MVS CPU prime 3081K Equivalent
CPU Minute [-------] [-------] [-------] [-------] [-------] [-------]
CICS CPU Offshift 3081K Equivalent
CPU Second [-------] [-------] [-------] [-------] [-------] [-------]
CICS CPU Prime 3081K Equivalent
CPU Second [-------] [-------] [-------] [-------] [-------] [-------]
TSO CPU Offshift 3081K Equivalent
CPU Minute [-------] [-------] [-------] [-------] [-------] [-------]
TSO CPU prime 3081K Equivalent
CPU Minute [-------] [-------] [-------] [-------] [-------] [-------]
CICS Transactions
Offshift Per Transaction [-------] [-------] [-------] [-------] [-------] [-------]
CICS Transaction
Prime Per Transaction [-------] [-------] [-------] [-------] [-------] [-------]
DASD Megabyte Day [-------] [-------] [-------] [-------] [-------] [-------]
Tape Mount Per Mount [-------] [-------] [-------] [-------] [-------] [-------]
Cartridge Storage
Offsite Cartridges Per Day [-------] [-------] [-------] [-------] [-------] [-------]
Cartridge Storage
Onsite Cartridges Per Day [-------] [-------] [-------] [-------] [-------] [-------]
Reel Storage Onsite Reels Per Day [-------] [-------] [-------] [-------] [-------] [-------]
Storage-Low Performance
(Level 10) Megabyte Day Undefined Undefined Undefined Undefined Undefined Undefined
Storage-High Performance
(Level 30) Megabyte Day Undefined Undefined Undefined Undefined Undefined Undefined
Storage-Medium Performance
(Level 20) Megabyte Day Undefined Undefined Undefined Undefined Undefined Undefined
A-1
[-------] indicates material that has been omitted and or which confidential
treatment has been requested. All such omitted material has been filed
separately with the Commission pursuant to Rule 24b-2.
(continued)
(Amounts below are in U.S. Dollars) Extension
Resource Measurement Unit 1995-1996 1997 1998 1999 2000 Term
-------- ---------------- --------- ---- ---- ---- ---- ---------
DB2 Getpages Per 1000 Getpages [-------] [-------] [-------] [-------] [-------] [-------]
TSO Connect Offshift Elapsed Hour [-------] [-------] [-------] [-------] [-------] [-------]
TSO Connect Prime Elapsed Hour [-------] [-------] [-------] [-------] [-------] [-------]
Removable Media
Handling Per Tape [-------] [-------] [-------] [-------] [-------] [-------]
DRA Emergency Call
Back - 6 hours Per Callback [-------] [-------] [-------] [-------] [-------] [-------]
DRA Emergency Call
Back - 3 hours Per Callback [-------] [-------] [-------] [-------] [-------] [-------]
Emergency NCP, VTAM,
CICS Chg Per Change [-------] [-------] [-------] [-------] [-------] [-------]
NETWORK/COMMUNICATIONS
Port - 4.8/9.6 RJE Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - 9.6/SNA Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port 19.2 Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port 56KB Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - 128 Kbps Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - 256 Kbps Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - 512 Kbps Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - 1024 Kbps Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Port - Tl Per Port [-------] [-------] [-------] [-------] [-------] [-------]
Logical Unit - Remote Per Logical Unit [-------] [-------] [-------] [-------] [-------] [-------]
Logical unit
- Channel Attached Per Logical Unit [-------] [-------] [-------] [-------] [-------] [-------]
Foreign Network/Subarea Per Foreign Unit/
Subarea [-------] [-------] [-------] [-------] [-------] [-------]
Elit Transmission Per Kilobyte [-------] [-------] [-------] [-------] [-------] [-------]
800 Access Usage Per Hour [-------] [-------] [-------] [-------] [-------] [-------]
Network Dial-in Per Logon ID [-------] [-------] [-------] [-------] [-------] [-------]
PRINT
Impact print Per 1000 Lines [-------] [-------] [-------] [-------] [-------] [-------]
Simplex print Per Page [-------] [-------] [-------] [-------] [-------] [-------]
Duplex Per Page [-------] [-------] [-------] [-------] [-------] [-------]
Quadruplex Print Per Page [-------] [-------] [-------] [-------] [-------] [-------]
Bursting Per Page [-------] [-------] [-------] [-------] [-------] [-------]
Check signing Per Check [-------] [-------] [-------] [-------] [-------] [-------]
Microfiche original, Per Fiche [-------] [-------] [-------] [-------] [-------] [-------]
Microfiche Copy Per Fiche [-------] [-------] [-------] [-------] [-------] [-------]
A-2
SCHEDULE B
SOFTWARE
1. CUSTOMER SYSTEMS
Fund Accounting and Custody Tracking System (FACTS)
Institutional Transfer Agent System (VISA)
Retirement Plans Reporting System (RPRS)
Multiple Asset System (MAS)
Outbound
2. EDS LICENSED CUSTOMER APPLICATIONS
Adders
RMDS
Mantissa
File-Aid
Tempus Link
Xpediter
Strobe
Back-Leveled EDS Systems
EasyTrieve Plus
UFO
Direct Connect (NDM)
COBOL OS/VS
3. EDS SYSTEMS (INCLUDING SOME "VALUE-ADDED" SYSTEMS)
Operating Systems
MVS
JES2
VSAM
CICS/MVS
Synchsort
B-1
Management Aids
WSF2
DMS-OS
DFDSS
MVS DITTO
TLS
CONTROL-M
Programming Languages
COBOL II
COBOL 370
Development Aids
TSO/E
ISPF/PDF
XXX
CA-OPTIMIZER
INTERTEST
CHAMP
ATRM
ABENDAID
FILEAID BATCH
DOCUTEXT
JCL CHECK
Security
ACF2
Networking
EDS*ELIT
NETMENU
Management Aids
IPACS
Value Added Software
SDB
DF-HSM
DF-DFS
ADRP
DB2
SQL/QMF
PDS-COMP
CAT/BLDG
B-2
SCHEDULE C
PERFORMANCE STANDARDS
---------------------
TABLE A
-------
====================================================================================================================================
ITEM ACCEPTABLE UNACCEPTABLE
PERFORMANCE PERFORMANCE MITIGATING STATUS (See Table
LEVEL LEVEL FACTORS B)
------------------------------------------------------------------------------------------------------------------------------------
I. OUTPUT AVAILABILITY
------------------------------------------------------------------------------------------------------------------------------------
A. Availability of 7:30 a.m. of day the cycle is More than 3 1/2 hours late 3, 4 Regular
printed reports scheduled to complete
------------------------------------------------------------------------------------------------------------------------------------
B. Availability of 9:00 a.m. of day after cycle is More than 5 hours late 3, 4 Regular
fiche scheduled to complete
------------------------------------------------------------------------------------------------------------------------------------
C. WSF2 report (i) Daily average of 20 minutes More than 2 hours late Regular
availability after completion of job creating
output with less than 10,000
lines More than 6 hours late Regular
(ii) Daily average of 2 hours
after completion of job with
more than 10,000 lines
------------------------------------------------------------------------------------------------------------------------------------
D. Availability of 7:00 a.m. of day cycle is More than 3 hours late 2, 5 Priority
files for download scheduled to complete
------------------------------------------------------------------------------------------------------------------------------------
E. Transmission of 1 More than 2 hours late 2 Priority
external files and
receipts (e.g. for
customers of
Customer)
====================================================================================================================================
(1) To be established and amended by agreement of the parties from time to
time as reasonably necessary.
(2) Cycle start time plus any time lost due to Abends.
(3) Print volume greater than average.
(4) Print availability after 3:00 a.m.
(5) Critical path of cycle less than 5 hours.
C-1
====================================================================================================================================
ITEM ACCEPTABLE UNACCEPTABLE
PERFORMANCE PERFORMANCE MITIGATING
LEVEL LEVEL FACTORS STATUS
------------------------------------------------------------------------------------------------------------------------------------
II. RESPONSE TIME
------------------------------------------------------------------------------------------------------------------------------------
A. On-line response time 2 Daily average of 2.0 seconds Daily average of more than 4 1 Regular
seconds
------------------------------------------------------------------------------------------------------------------------------------
B. Completion of batch 6 hours More than 10 hours 3,4,5 Priority
cycle after release
of cycle to EDS.
------------------------------------------------------------------------------------------------------------------------------------
C. Start of execution Daily average of 5 minutes after More than 30 minutes 1 Priority
manually submitted submission
production jobs.
------------------------------------------------------------------------------------------------------------------------------------
D. Start of execution Daily average of 20 minutes Daily average of more than 2 None Regular
of test jobs in after submission hours
immediate execution
classes.
------------------------------------------------------------------------------------------------------------------------------------
E. Notification to 15 minutes after occurrence More than 30 minutes 6 Priority
Customer that Abend
has occurred.
====================================================================================================================================
(1) Based upon benchmark results.
(2) Measured from time enter key is struck until the time complete response
appears on terminal and system is ready for keying of next transaction.
(3) Cycle start time plus any time lost due to Abends.
(4) Cycle critical path less than 5 hours.
(5) Delays due to data sets unnecessarily directed to tape instead of DASD.
(6) Availability of Customer's designated "on call" representative based on
call list.
C-2
====================================================================================================================================
ITEM ACCEPTABLE UNACCEPTABLE
PERFORMANCE PERFORMANCE MITIGATING
LEVEL LEVEL FACTORS STATUS
------------------------------------------------------------------------------------------------------------------------------------
III. SYSTEM
AVAILABILITY
------------------------------------------------------------------------------------------------------------------------------------
A. Batch production up-time, Daily average of More than 4 hours None Priority
i.e. application environ- 98% during Business unavailability on
ment (CPU, system software Day 1 any Business Day
application software, DASD,
tapes, telecommunications,
VSAM, initiators, etc.)
is fully functional
------------------------------------------------------------------------------------------------------------------------------------
B. On-line production up-time Daily average of More than 4 hours None Priority
i.e., application environ- 98% from 7:00 a.m. unavailability on
ment (CPU, system software until all uploads any Business Day
application software, DASD, are successful and
tapes, telecommunications, complete during
VSAM, initiators, etc.) is Business Day
fully functional
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C. Development up-time, i.e., Daily average of More than 4 hours None Priority
development environment, 98% during Business unavailability on
(CPU, system software, Day any Business Day
application software, DASD,
tapes, telecommunications,
VSAM, initiators, etc.) is
fully functional
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For the purposes of this Table A only, the term "Business Day" will include
holidays.
C-3
SCHEDULE C
TABLE B
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=======================================================================================================================
I. II. III.
NUMBER OF DAYS* NUMBER OF DAYS*
FOR MEASURING OF INCIDENTS OF
STATUS SUBSTANDARD SUBSTANDARD CURE PERIOD*
PERFORMANCE PERFORMANCE
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1. Regular
A. Acceptable Performance Xxxxx 00 0 00
X. Xxxxxxxxxxxx Performance Level 45 3 5
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2. Priority
A. Acceptable Performance Xxxxx 00 0 0
X. Xxxxxxxxxxxx Performance Level 45 3 2
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
* Measured by Business Days
=======================================================================================================================
