1
AGREEMENT OF AMENDMENT
BY AND BETWEEN
COMPUTER SCIENCES CORPORATION
AND
MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA
Document date: March 19, 1999
NOTICE OF CONFIDENTIALITY
This Agreement contains confidential information. The sole owner of the
technical information included herein is Computer Sciences Corporation.
Disclosure of any information included herein to others is expressly prohibited.
CSC Financial Services Legal Department Use Only:
Enabled for: [ ] Application Value Management [X] Data Processing
[X] Development & Consulting [ ] Facilities Management
[X] Software Products [ ] System Integration
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AGREEMENT OF AMENDMENT
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Computer Sciences Corporation ("CSC") and Manufacturers Life Insurance Company
("Customer") agree to amend the CSC Customer Agreement dated April 1, 1998 (the
"Agreement") now in effect between them as provided below.
1. The following Exhibits are added to the Agreement:
a) Remote Service Exhibit
b) Vantage-One License Exhibit
c) Vantage-One Enhancement and Support Exhibit
d) Work Assignment 002
2. Section 1: Incorporation of Agreement of Work Assignment 001, dated
April 1, 1998 is hereby amended by deleting the incorrect inserted
handwritten date of "November 1, 1996", and inserting the correct date
of "April 1, 1998".
3. This Agreement and the Exhibits listed above shall become effective on
and be dated as of March 31, 1999.
Customer CSC
MANUFACTURERS LIFE INSURANCE COMPANY COMPUTER SCIENCES CORPORATION
XX XXXXX XXXXXXX 0000 Xxxxxxxxx Xxxx.
000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 00000
Xxxxxx, XX 00000
by:__________________________________ by:___________________________________
(signature) (signature)
name:________________________________ name:_________________________________
(printed) (printed)
title:_______________________________ title:________________________________
date:________________________________ date:_________________________________
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REMOTE SERVICE EXHIBIT
This Exhibit is a part of the CSC Customer Agreement dated April 1,
1998 (the "Agreement"), between Computer Sciences Corporation, successor in
interest to CSC Continuum Inc. ("CSC") and Manufacturers Life Insurance Company
of North America ("Customer"). All terms of the Agreement apply to this Exhibit.
1. DEFINITIONS
1.1 System -- means the elements of the CSC Software Product known as the
VANTAGE-ONE System, mainframe release number 11.0 (mainframe version),
specifically the VANTAGE-ONE Annuities Administration, and Distribution
Support System components. Pursuant to a future Work Assignment,
Customer may upgrade, without an additional license fees to release
number 15.0. CSC will, upon written request of Customer during the term
of this Exhibit, deliver to Customer a then-current copy of the System,
to which Customer shall have a license on the same terms as the
Vantage-One License Exhibit that is part of this Agreement. However,
CSC shall have no obligation pursuant to the Vantage-One Enhancement
and Support Exhibit to support any modifications to the System.
1.2 Facilities -- means CSC's data processing equipment and information
technology support personnel used to provide and support remote
terminal access to the System for the maintenance of records,
processing of information and the generation of output with the respect
thereto.
1.3 Contracts -- means Customer's annuity contracts generally described as
fixed and variable type annuities.
1.4 Data -- means such information and data as Customer determines is to be
input into the System, which shall include all information or data
required to maintain the records and generate the output related to the
Contracts.
2. REMOTE PROCESSING ARRANGEMENT
2.1 Implementation. CSC shall code and test System tables, establish
customer service procedures, coordinate telecommunication installation,
and provide implementation project management required to begin
processing the Contracts using the System and the Facilities.
2.2 CSC's Obligations. CSC hereby agrees to provide Customer the use of the
System and Facilities to maintain records of Data transmitted to it by
Customer with respect to such Contracts and to deliver or transmit to
Customer such output as is generated by the use of the System and
Facilities. CSC will make on-line access to the System available to
Customer between the hours of 6:00 a.m. and 7:00 p.m., Central Time,
Monday through Friday, except for such holidays as are observed by the
New York Stock Exchange.
Access to the System at other times will be by mutual agreement.
2.3 Customer's Obligations. Customer hereby agrees to use the System and
the Facilities to maintain records and generate output related to the
Contracts. Customer, with computer equipment and through transmission
facilities installed on its premises, shall transmit the Data to the
Facilities using all control procedures available under the System of
which Customer is advised, in the formats and form specified by CSC,
and in conformity with the System reference manuals delivered to
Customer, so that the output produced by the System and the Facilities
shall be complete and accurate when it is generated. All such data
transmitted by Customer remains the exclusive property of Customer.
Using normal audit and control procedures, Customer shall verify all
output received hereunder. Customer shall promptly advise CSC of any
errors or mistakes in the Data transmitted to CSC's Facilities, the
records maintained, or output generated hereunder.
2.4 Data Errors. In the event Customer shall erroneously transmit Data or
shall transmit incorrect Data to CSC's Facilities, Customer shall
correct such Data and retransmit the same to CSC's Facilities. Customer
shall be responsible and liable for the cost or expense of regenerating
any output if Customer shall have failed to transmit any such Data or
to verify any such Data when it is generated by CSC's System and
Facilities.
2.5 System Errors. In the event a malfunction of the System causes an error
or mistake in any record or output during the term of this Exhibit, CSC
shall at its expense correct and reprocess such records or and
regenerate any affected output, if Customer shall have promptly
notified CSC in writing of such error or mistake. However, CSC shall
not be responsible or liable for any changes, alterations,
modifications in the records or failure to maintain the same if
Customer shall have made such changes, alterations, or modifications or
shall be the cause of such failure to maintain the same.
2.6 Back-up of Computer Files. CSC shall maintain back-up computer tape
files on a daily basis stored in an off-premises location. The purpose
of back-up and recovery procedures is to permit file recovery in the
event of destruction of normal processing files. Customer may review
the procedures in effect and inspect the storage facility upon
reasonable notice.
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2.7 Audits of Records and Data. Customer or its duly authorized independent
auditors have the right under this Exhibit to perform on-site audits of
records and data directly pertaining to the Contracts in accordance
with reasonable procedures and at reasonable frequencies. Customer
shall reimburse CSC for all of its costs and expenses (including Time
and Materials) incurred in connection with such audits. At the request
of Customer, CSC will make available to Customer's auditors and
representatives of the appropriate regulatory agencies all reasonably
requested records and data.
2.8 Customer's Authorized Personnel. No later than the effective date of
this Exhibit, Customer shall furnish to CSC a "Schedule of Authorized
Personnel", that lists all persons authorized to give instructions to
CSC with respect to any matter arising in connection with this Exhibit
and the title, address, and telephone number of such persons. During
the term of this Exhibit, Customer shall immediately provide CSC with
written notice of any change to such Schedule. At any time during the
term of this Exhibit, CSC may apply to a person listed on such Schedule
with respect to any matter arising in connection with this Exhibit.
Customer shall ensure that such person responds promptly to such
application.
2.9 Alterations to Processing. CSC shall have the right, at any time, and
from time to time, to alter the System and any systems, programs,
procedures or facilities used or employed in performing its duties and
obligations hereunder, so long as no such alterations shall materially
change or affect the operations and procedures of Customer in using or
employing CSC's System or Facilities hereunder without the consent of
Customer, which such consent shall not be unreasonably withheld.
3. TERM
3.1 Initial and Renewal Terms. Subject to termination as hereinafter
provided, this Exhibit shall remain in force and effect for a period of
three (3) years (the "Initial Term") and thereafter for successive
periods of one year (each a "Renewal Term") at the end of the Initial
Term and each Renewal Term.
3.2 Termination. This Exhibit may be terminated:
a. by written notice of termination from one party to the other at
least one hundred eighty (180) days prior to the end of the Initial
Term or any Renewal Term;
b. by written agreement of the parties;
c. pursuant to the General Terms and Conditions portion of this
Agreement (other than for nonpayment for services provided pursuant to
a Work Assignment).
3.3 Post-Termination Processing. If CSC elects to terminate this Exhibit
pursuant to Section 3.2, except for reasons of nonpayment of fees and
charges or breach of confidence and if Customer shall so request in
writing, CSC shall continue to provide to Customer the services
described in this Exhibit in accordance with the terms of this Exhibit
for a period of six (6) months following such termination at 135% of
the fees (including, though not limited to, any Processing Fees, as
fully described in Section 4.2) in effect for the month immediately
preceding such six (6) months period.
3.4 Post-Termination Conversion Assistance. In the event that this Exhibit
is terminated for any reason, CSC agrees that, in order to assist in
providing uninterrupted service to Customer, CSC shall offer reasonable
assistance to Customer in converting the records of Customer from the
System to whatever service or system is selected by Customer, subject
to reimbursement of CSC for such assistance at CSC's then-current
Standard Time and Materials Rates (less any applicable discount).
4. FEES AND EXPENSES
4.1 Implementation Fees. CSC shall charge Customer for the implementation
services set forth in Section 2.1 of the Exhibit on a Time and
Materials Basis at CSC's Standard Time and Materials Rates.
4.2 Processing Fees. During the first year of the Initial Term, CSC shall
charge Customer the following fees:
a. an annual Active Contract Fee, as set forth below, billed
at one-twelfth of the annual fee each month per Contract or
the minimum fee of $100,000, for such Contracts that contained
assets during the month or was in one of the following
statuses on the last working day of the month:
- Active - Disabled
- Pending Death - Awaiting Initial Payment
- Lapse Pending - Incomplete
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The annual active fees are as follows:
(i) For the first 100,000 contracts processed, the annual
fee per contract shall be $7.97,
(ii) for the next 50,000 contracts processed, the annual
fee per contract shall be $7.46, and
(iii) for contracts processed in excess of 150,000, the
annual fee per contract shall be $7.20.
b. an annual Inactive Contract Fee of $2.10, billed at
one-twelfth of the annual fee each month per Contract that was
in one of the following statuses on the last business day of
the month:
- Canceled - Not Taken
- Dead - Rescinded
- Free Look - Surrendered
- Canceled Free Look - Terminated
- Inactive - Free Look
- Lapsed - Cancel Free Look Cash
- Matured
c. an annual Pended Contract Fee $6.50 per contract, billed at
one-twelfth of the annual fee each month per Contract. Pended
Contracts are defined as those policies that are on Rapid
Entry System on the last business day of the month. Upon full
conversion of Customer's System to System release 15.0, or
greater, CSC shall no longer charge Customer any Pended
Contract Fees.
d. a Disaster Recovery (Hot Site) Base Fee of $10,000 per year
and an annual rate of $0.50 per active Contract, billed at
one-twelfth of the annual fee each month.
e. Computer utilization and DASD usage will be charged for the
Development regions for Enhancements to the System and for the
Model Office region at the then current Standard Time and
Material Rates.
4.3 Fee Increases During Term. During each year of this Exhibit (unless
Section 4.4 of this Exhibit applies), the fees set out in Section 4.2
of this Exhibit shall increase the greater of (a) 5.0% or (b) the
annual percentage increase in the Consumer Price Index for Urban
Consumers, All Cities Average, For All Items (1984-1986 = 100), as
published by the Bureau of Labor Statistics of The United States
Department of Labor ("Index") during the most recent 12 month period
for which figures are available, on each anniversary of the effective
date of this Exhibit. In the event the Bureau of Labor Statistics of
The United States Department of Labor shall stop publishing the Index
or shall substantially change the content or format thereof, the
parties shall substitute another comparable measure published by a
mutually agreeable source. However, if such change is merely to
redefine the base year for the Index, the parties shall continue to use
the Index but shall make such conversions as are necessary. At least
ninety (90) days prior to such increase, CSC shall give Customer
written notice of this increase.
4.4 Fee Increases Between Terms. At least ninety (90) days prior to the end
of the Initial Term or any Renewal Term, CSC shall give Customer
written notice if CSC desires to change its fees or charges by a
greater percent than would be permitted under Section 4.3 of this
Exhibit or desires to change the manner of payment or to change any of
the other terms and conditions of this Exhibit. If CSC and Customer do
not agree to such changed fees and charges, the manner of payment or
other terms and conditions before the end of the term during which such
notice is given by CSC, this Exhibit shall terminate at the end of such
term unless CSC, withdraws the proposed changes.
4.5 Expenses. Customer shall also reimburse CSC for all reasonable
reimbursable expenses incurred by CSC in the performance of this
Exhibit, including the costs of:
a. postage or overnight express delivery for mailing
communications to Customer;
b. long distance telephone calls and facsimile (fax) transmission
to or from Customer and to or from policy owners;
c. any telecommunications lines and related equipment installed
to provide primary and back-up support for on-line access to
the System, transmission capabilities between the parties'
mainframes, or communication between the parties, including
CRT's and related mini-computer equipment;
d. travel, meal and lodging expenses;
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e. equipment (including maintenance) which is provided to or
obtained by CSC for purposes of this Exhibit, including costs
under CSC leases and maintenance agreements with third parties
for such equipment, including leases and maintenance
agreements which may extend beyond the termination or
expiration of this Exhibit; and
f. annual system audits performed by independent auditors, to be
apportioned among all users of the System and Facilities. Upon
Customer's written notice to CSC prior to the commencement of
any such system audit, Customer may decline such system
audits.
5. REPRESENTATIONS AND WARRANTIES OF CSC
5.1 CSC represents and warrants to Customer as follows:
a. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
b. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform the services contemplated in
this Exhibit.
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform the services
contemplated in this Exhibit.
d. It has and will continue to have and maintain the necessary
facilities, equipment, and personnel to perform its duties and
obligations as set forth under this Exhibit.
5.2 Year 0000 Xxxxxxxx. If Customer requests to upgrade the System to
release 15.0 or greater, and such upgrade is performed, CSC warrants
that for the period that this Exhibit remains in effect, operation of
the upgraded System with its Specifications will not be impaired by
occurrence of dates of January 1, 2000 and later in program data, and
that, within the range of dates supported by the System, arithmetic,
comparison, sorting, day-of-week and day-of-year functions will produce
expected results (including correct leap year calculations). If, no
later than December 31, 2002, Customer notifies CSC in reasonable
detail of a breach of the foregoing warranty that occurred in the sixty
(60) days prior to such notice, then CSC shall provide assistance to
diagnose, analyze, and correct such breach within a commercially
reasonable period of time. THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY
SUCH BREACH, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH
LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR
ESSENTIAL PURPOSES.
Excluded from the foregoing are any Customer-Specific Errors, which
means any Error that is caused by any of the following: improper use of
the System by Customer; incorrect or incomplete data or input provided
for the System; use with the System of any modifications other than a
CSC-provided modification or a CSC system release; the limitations or
incompatibilities of operating systems, systems software, utilities,
hardware, or peripheral devices used with the System; previously-stored
data, data exchanged with other programs, and other components of the
computer system environment in which the System is used; or any other
failure not caused by CSC.
5.3 THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6. REPRESENTATIONS AND WARRANTIES OF CUSTOMER
Customer represents and warrants to CSC as follows:
a. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
b. It is empowered under the applicable laws and regulations and
by its charter and bylaws to enter into and perform this
Exhibit.
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Exhibit.
d. All of the prospectuses, contracts and other forms provided or
required by Customer shall have been approved by all required
regulatory agencies and shall be in compliance with all
Federal, state, and local laws and regulations.
e. It has and will continue to comply with all laws with respect
to the Contracts and it has and will continue to make all
required filings with regulatory agencies in connection with
the offer, sale, or administration of the Contracts.
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f. Customer has determined that it can use the System and the
Facilities for administration activities with respect to the
Contracts.
7. INDEMNIFICATION
CSC shall not be responsible for, and Customer shall indemnify and hold
CSC harmless from and against, any and all costs, expenses, losses,
damages, charges, counsel fees, payments, and liability which may be
asserted against CSC or for which it may be held liable, arising out of
or attributable to:
a. Customer's refusal or failure to comply with the terms of this
Exhibit, or Customer's action or willful misconduct, or
Customer's breach of any representation or warranty hereunder,
or Customer's errors and mistakes in the use of the System,
Facilities and control procedures;
b. CSC's reliance on, or use of, in performing its duties and
obligations hereunder, information, data, records and
documents received by CSC from Customer, its custodian or
other agents;
c. any action taken or omitted in reliance on or performance of
any instructions or requests of Customer made by any persons
listed on the "Schedule of Authorized Personnel" for which
Section 2.7 of this Exhibit provides;
d. any disclosure of the Data or other information furnished by
Customer to the extent that CSC is required by law to make
such disclosure; and
e. any other actions taken or omitted by CSC in the performance
of this Exhibit, provided such actions are taken in good faith
and due diligence.
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VANTAGE-ONE LICENSE EXHIBIT
This Exhibit is a part of the CSC Customer Agreement dated April 1,
1998 (the "Agreement"), between Computer Sciences Corporation ("CSC") and
Manufacturers Life Insurance Company of North America ("Customer").
All terms of the Agreement apply to this Exhibit.
1. LICENSE GRANT
CSC grants Customer a nonexclusive, nonassignable license to use the
VANTAGE-ONE System described below on the terms stated in this Exhibit
and the General Terms and Conditions portion of the Agreement.
2. SOFTWARE PRODUCT DESCRIPTION
This license permits Customer to use the elements of VANTAGE-ONE
release number 15.0 (VSAM mainframe version) checked below:
X VANTAGE-ONE Architecture
Additional components:
X Annuities Administration
X Annuities Funds Expansion
__ Interest Sensitive Whole Life Administration
__ Traditional Life Administration
__ Universal Life/Variable Universal Life Administration
__ VANTAGE-ONE Distribution Support System
__ VANTAGE-ONE Insurance Publishing System
__ VANTAGE-ONE New Business/Underwriting System
X VANTAGE-ONE Repetitive Payment System
At any time during the term of this Exhibit, Customer may exchange,
without an additional fee, the version of the Licensed System that is
licensed to Customer (the "old version") for the then current Release
of the DB2 mainframe version of the Licensed System (the "new
version"), as set out below. Upon Customer's request, CSC shall deliver
the new version to Customer and, unless otherwise agreed in writing,
Customer shall be responsible for implementing the new version within
six months after delivery. Customer's license to the old version shall
terminate upon the new version first being used in production. Upon
such termination, Customer shall comply with the second paragraph of
Section 11 of the General Terms and Conditions portion of this
Agreement with respect to the old version. Under no circumstance shall
Customer be entitled to simultaneously use two versions of the Licensed
System in production. If CSC, after proper notice, agrees to assist
Customer in such implementation, installation or conversion, such
assistance shall be subject to the charges at CSC's Standard Time and
Materials Rates (less applicable discounts) and subject to mutual
agreement as to scheduling.
CSC grants Customer the option to exchange, without any additional fees
and prior to any installation of the VANTAGE-ONE Repetitive Payment
System, the mainframe version of the VANTAGE-ONE Repetitive Payment
System for the LAN version. Customer shall provide CSC prior written
notice of such request to exchange said versions.
3. OPTION TO LICENSE DSS
Customer may at any time opt to obtain a license hereunder to the
VANTAGE-ONE Distribution Support System ("DSS") upon written notice to
and payment of an additional license fee to CSC. If Customer elects
this option not later than June 1, 1999, the additional license fee
shall be Two Hundred Sixty Thousand ($260,000.00 USD) Dollars; if
Customer elects this option after June 1, 1999, the additional license
fee shall be the then-current license fee for DSS.
4. TERM
This Exhibit and the license granted by this Exhibit shall be in effect
for a term beginning on the effective date of this Exhibit and
continuing thereafter unless terminated according to the terms of the
Agreement.
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5. SCOPE OF LICENSE
Customer shall use the VANTAGE-ONE System only to process the data of
itself and its wholly-owned United States or Canadian subsidiaries that
have agreed in writing and for CSC's benefit to abide by the terms and
conditions of this Agreement with respect to use and confidentiality of
the VANTAGE-ONE System.
Customer's license to use the VANTAGE-ONE System is subject to all of
the terms and conditions of the Agreement and this Exhibit. CSC
reserves all rights not expressly granted to Customer.
6. SITE
Customer shall install the VANTAGE-ONE System in order to process data
at a single site located in the United States, or Canada, and shall use
the VANTAGE-ONE System to manage data at a single site located in the
United States, or Canada. The installation site and use site need not
be the same site. Prior to Customer's installation and use of the
VANTAGE-ONE System, Customer must seek the prior written consent of CSC
for the installation and use sites locations. Customer must always seek
the prior written consent of CSC for any transfer of the VANTAGE-ONE
System to a different processing or managing location. CSC will give
its consent to a transfer to a single location located within the
United State or Canada and controlled, managed, and either owned or
leased by Customer unless CSC has reason to believe the confidentiality
of the VANTAGE-ONE System will be compromised. Customer may remotely
use the Licensed System only from any facilities within the United
States or Canada that are controlled, managed, and either owned or
leased by Customer.
7. LICENSE FEE
Customer shall pay CSC a license fee of Seven Hundred Ninety Thousand
($790,000.00 USD) Dollars as follows: twenty-five (25%) percent on the
effective date of this Exhibit and seventy-five (75%) percent on
January 1, 2000.
8. CUSTOMER RESPONSIBILITIES
Installation of the VANTAGE-ONE System and conversion of data files
shall be the sole responsibility of Customer. If CSC, after proper
notice, agrees to assist Customer in such installation or conversion,
such assistance shall be subject to the charges at CSC's Standard Time
and Materials Rates (less applicable discounts) and subject to mutual
agreement as to scheduling.
9. DELIVERY
CSC will deliver one (1) copy of the source code and documentation that
comprises the VANTAGE-ONE System.
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VANTAGE-ONE ENHANCEMENT AND SUPPORT EXHIBIT
This Exhibit is a part of the CSC Customer Agreement dated April 1,
1998 (the "Agreement"), between Computer Sciences Corporation ("CSC") and
Manufacturers Life Insurance Company of North America ("Customer").
All terms of the Agreement apply to this Exhibit.
1. DEFINITIONS
For the purpose of this Exhibit:
1.1 Specifications -- means the specifications included in the most recent
edition of the formal documentation distributed by CSC to licensees as
part of the VANTAGE-ONE System. Where conflicts in the documentation
arise, the most recent publication shall prevail.
1.2 VANTAGE-ONE System -- means the VANTAGE-ONE System as defined in the
VANTAGE-ONE License Exhibit that is a part of the Agreement.
1.3 Current Base System -- means the most current version of the
VANTAGE-ONE System as maintained by CSC in its offices and as described
in the Specifications. Current Base System does not include any
modification or program change to the VANTAGE-ONE System, whether made
by CSC or Customer, unless explicitly designated a part of the "Base
System" by CSC in a written agreement with Customer.
1.4 Production System -- means the VANTAGE-ONE System as altered by those
Releases and other modifications that Customer shall have chosen to
apply, said system being used for either testing or productive
operation.
1.5 Customer-Created Error -- means improper use of the Production System
by Customer, incorrect or incomplete data or input provided for the
Production System by the Customer, use with the Production System of
any modifications outside of a Release that cause the Production System
to fail to conform to Specifications, any failure of the Production
System which could have been avoided through Customer's updating of the
Production System to the level of the Current Base System within ninety
(90) days of its availability, any failure of the Production System
caused by usage of the Production System with other operating systems
or systems software, any failure of the Production System caused by
usage of the Production System with hardware or peripheral devices not
compatible with the Current Base System, or any other failure of the
Production System caused by failure of the Production System to conform
to Specifications which is not caused by CSC.
1.6 Release -- means a collection of program and documentation changes
(revisions, deletions, and/or additions) and associated installation
instructions which are periodically made available to Customer for the
purpose of updating the Current Base System to produce a new Current
Base System.
1.7 Documentation Error -- means a statement in the Specifications that
does not properly describe the functions performed by the Current Base
System or the manner in which the Current Base System is to be used.
1.8 Program Error -- means a defect in the Current Base System which
prevents the Current Base System from performing a function described
in the Specifications.
2. CSC SERVICES
CSC shall provide Customer with the following services. Customer may
use these services only from the single site at which Customer is
entitled to have the VANTAGE-ONE System installed.
2.1 Updates and Enhancements. CSC will notify Customer of all new Releases
of the VANTAGE-ONE System that are made generally available to
licensees of the VANTAGE-ONE System during the term of this Exhibit
other than functional enhancements that are licensed separately by CSC.
Upon request by Customer, CSC shall deliver such Releases to Customer.
2.2 Error Notification and Diagnosis. Customer will notify CSC of any
suspected Program Error or Documentation Error discovered by Customer
in writing on a form furnished by CSC. CSC will diagnose reported
errors. Customer will give CSC any available information and reasonable
assistance needed to diagnose reported errors. Customer may also call
CSC during standard business hours to discuss the error.
2.3 Error Correction. If CSC and Customer determine that a reported error
is a Program Error or Documentation Error and not a Customer-Created
Error, then CSC shall prioritize the error in accordance with its
impact on the operations of licensees of the VANTAGE-ONE System.
Without further charge and in accordance with such priority, CSC shall
make such modifications as are required to correct reported errors
using the Current Base System and CSC test data, and shall include the
modifications in a future Release. If an immediate correction is needed
for a Program Error, CSC will use its best efforts to provide Customer
with a temporary
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fix, if such a temporary fix is available, until correction for the
error can be included in a future Release. Special provisions may be
made with Customer to supply "paper corrections" on a mutually agreed
basis.
2.4 Re-release of the Base System. CSC will keep on file at its facilities
a copy of the most recent version of the Current Base System, including
code and documentation. At any time during the term of this Exhibit
after the initial delivery of the VANTAGE-ONE System to Customer,
Customer may make a written request for delivery of a copy of the
Current Base System. CSC will deliver to Customer pursuant to Section
3, a copy of the most recent version of the Current Base System for
which the testing process has been completed.
2.5 System Release Support. CSC shall only support the Current Base System
and the immediately prior Release.
2.6 Use of Networks. If CSC's computer center and Customer's computer
center are linked by a telecommunications network, where practicable
CSC will provide error correction and reporting services over the
network if Customer so requests. Set-up and usage charges for the
network are not included in this Exhibit.
3. DELIVERY
Delivery of copies of the Current Base System will consist of the
delivery of the code and documentation which CSC identifies as part of
each Release. Delivery may be accomplished by the delivery to Customer
of one (1) copy of such code and documentation on any medium or mediums
generally accepted in the data processing industry and reasonably
selected by CSC, or by electronic transmission from CSC to Customer.
Documentation may be delivered on magnetic or other media, or by
electronic transmission. Customer may make additional copies of
documentation as reasonably necessary for Customer's internal use
within the scope of Customer's license to the System. Delivery of
copies of the Current Base System will be subject to additional charges
pursuant to Section 7.3. In order to avoid maintaining multiple
versions of the VANTAGE-ONE System, CSC may include modules or
enhancements which Customer is not licensed to use along with Releases
or copies of the Current Base System distributed to Customer. Customer
agrees that it will use only those portions of the VANTAGE-ONE System
to which it holds a license from CSC.
4. ON-SITE SERVICES
The services described in this Exhibit shall be performed at CSC's
facilities and provided to Customer by phone, telecommunications
network, mail, or commercial delivery service, unless Customer requests
on-site service at Customer's facilities. At Customer's request, CSC
will provide on-site service, subject to the availability of CSC
personnel. The resources used in providing Customer with on-site
service shall be billed to Customer at Standard Time and Material
Rates.
5. CUSTOMER-CREATED ERRORS
If a reported problem is determined to be a Customer-Created Error,
then Customer shall pay CSC for the services rendered by CSC in
analyzing the problem. Customer may request the services of CSC to
correct such problems. If CSC provides such services, Customer shall
pay CSC for those services at CSC's Standard Time and Materials Rates.
6. TERM
This Enhancement and Support Exhibit shall take effect upon the
effective date of this Exhibit and shall continue for three (3) years
(the "Initial Term"), unless sooner terminated as provided for in the
Agreement. Unless either party provides the other with at least 180
days prior written notice of non-renewal, this Enhancement and Support
Exhibit shall automatically renew for an additional period equal in
duration to the Initial Term (a "Renewal Term") upon the expiration of
the Initial Term and each subsequent Renewal Term.
7. PAYMENTS
7.1 Payment Schedule. CSC shall invoice Customer a for the enhancement and
support fee at the beginning of each month of the term of this Exhibit.
The fee shall be $13,825.00 USD per month during the first year of the
term and shall increase annually thereafter by 10% of the fee during
the previous year. After the initial term, the fee shall be CSC's
then-current fee.
7.2 Travel. In addition to the payments provided for above, Customer shall
pay CSC for all reasonable travel and lodging expenses incurred by CSC
in providing services under this Exhibit. Customer is responsible for
all travel and lodging expenses of its own employees.
7.3 Invoices. CSC shall invoice Customer monthly in arrears at CSC's
Standard Time and Materials Rates for services provided hereunder at
Customer's request that are not included in Section 2, including the
following: network charges, delivery charges, time and materials used
in producing second and subsequent copies of any documentation,
long-distance telephone charges, mailing expenses, tape usage charges,
paper usage charges,
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and any other services or materials which CSC is not specifically
obligated to provide under the terms of this Exhibit.
8. WARRANTY
8.1 Year 2000. CSC warrants that, for the period that this Exhibit remains
in effect, operation of the VANTAGE-ONE System in accordance with its
Specifications will not be impaired by occurrence of dates of January
1, 2000 and later in program data, and that, within the range of dates
supported by the VANTATE-ONE System, arithmetic, comparison, sorting,
day-of-week and day-of-year functions will produce expected results
(including correct leap year calculations). If, no later than December
31, 2002, Customer notifies CSC in reasonable detail of a breach of the
foregoing warranty that occurred in the sixty (60) days prior to such
notice, then CSC shall provide assistance to diagnose, analyze, and
correct such breach within a commercially reasonable period of time.
THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH, TO THE
EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS
WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES.
8.2 Warranty Exclusions. Excluded from the foregoing are any
Customer-Specific Errors, which means any Error that is caused by any
of the following: improper use of the System by Customer; incorrect or
incomplete data or input provided for the System; use with the System
of any modifications other than a Release or a CSC-provided
modification; the limitations or incompatibilities of operating
systems, systems software, utilities, hardware, or peripheral devices
used with the System; previously-stored data, data exchanged with other
programs, and other components of the computer system environment in
which the System is used; or any other failure not caused by CSC.
8.3 Other Warranties. Otherwise, CSC makes only the warranties stated in
the General Terms and Conditions portion of the Agreement in the
section titled, "WARRANTY." CSC DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE
DESCRIPTION HEREIN.
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CSC WORK ASSIGNMENT NUMBER 002
TIME AND MATERIALS BASIS
1. INCORPORATION OF AGREEMENT
This Work Assignment is subject to and incorporates the terms of the
CSC Customer Agreement dated April 1, 1998 (the "Agreement"), between
Computer Sciences Corporation ("CSC") and Manufacturers Life Insurance
Company of North America ("Customer").
2. SERVICE DESCRIPTION
CSC will provide Customer with services for new modifications (some of
which are unknown at this point) to Vantage-One in order to support the
ongoing implementation of Vantage-One, which may include conversion of
a block of business to Vantage-One (the "Services"). As part of the
Services, CSC will assist Customer in the design and development of
such modifications as Customer directs. Assistance provided by CSC
shall consist of project management, business analysis and programming
support of 240 person-months with an option to purchase an additional
fifty (50) person-months. This option may be exercised by prior written
notice to CSC. The person-months will be used in one-person-month
increments as determined and directed by a representative of Customer.
3. CHARGES
3.1 Personnel Rates.
During the Term of this Work Assignment, CSC agrees to provide and
Customer agrees to purchase a minimum of 80 person-months per year of
CSC consulting services at a rate of $22,500 per person-month
("Committed Purchase"). CSC shall invoice Customer for such
person-months, as they are used, in one person-month increments. Any
unused portion of the Committed Purchase remaining at the end of each
year of the Term set out below shall be invoiced on March 31 of the
following year. A person-month is defined as the full-time services of
one CSC employee for a full month, less interruptions for sick leave
and holiday leave and for CSC's normal scheduled holidays.
The additional 50 person-months that Customer may purchase by
exercising its option set out above shall be charged at a rate of
$22,500 per person-month. Any additional work for the remainder of the
term will be CSC's then current Standard Time and Material rates at a
20% discount.
3.2 Computer Charges. All computer usage will be charged at CSC's Standard
Time and Materials Rates.
3.3 Reimbursable Expenses. Customer will reimburse CSC for expenses
incurred in providing the Services as described in this Work
Assignment.
4. RESOURCE ALLOCATION CHANGES
Except for removal of personnel for non-performance (as agreed upon by
the parties), Customer agrees to provide CSC sixty (60) days' prior
written notice for any other personnel changes and that any such
changes will not involve more than fifty (50) percent of the total
number of personnel over a three month period; Customer further agrees
to provide CSC thirty (30) days' prior written notice of Customer's
decision to temporarily delay provision of the Services. Customer also
agrees that CSC and Customer will review personnel allocation on a
quarterly basis.
5. TERM
The services provided under this Work Assignment shall be for a period
of 36 months from March 31, 1999 through March 31, 2002.
6. LOCATION OF SERVICES
The services will be performed primarily at the following locations:
Any of CSC's service facilities in the United States or Canada and
Customer's facility in Boston, MA.
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