PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Exhibit N
Governance
V 6.0
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
DOCUMENT INFORMATION
HP Project
Manager: Xxx Xxx
Customer Project
Manager: Na'ama Halperin
Prepared by:
Document Version
No: V 6.0
Preparation Date: 16/09/03
2
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
INDEX
DOCUMENT INFORMATION 1
DOCUMENT INFORMATION 2
INDEX 3
1 APPOINTMENTS 4
1.1 EXECUTIVE PRIME 4
1.2 OPERATIONAL PRIME 5
1.3 TASK/PROJECT OPERATIONS CO-ORDINATORS 6
1.4 BUSINESS SUPPORT AND RELATIONSHIP CO-ORDINATORS 7
2 COMMITTEES 7
2.1 JOINT OPERATIONS REVIEW COMMITTEE 7
2.2 JOINT EXECUTIVE REVIEW COMMITTEE 8
3
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
1 APPOINTMENTS
Concurrently with the execution of this Agreement, the Parties agree to appoint
in each of their own organization the following:
1.1 EXECUTIVE PRIME
The Executive Prime of each Party shall act, on behalf of said Party, as the
overall business owner of the relationship between the Customer and HP-OMS (the
"Relationship") for the purpose of the successful fulfillment of this Agreement.
Each Executive Prime shall have the following responsibilities:
i- Executive point of contact between the Parties on high level major
matters in connection with the Relationship and the Services provided
hereunder;
ii- To oversee overall performance and progress of HP-OMS, including without
limitation HP-OMS's progress with respect to the service levels set forth
in EXHIBIT C to the Agreement;
iii- To co-chair joint Executive Review Committee meeting;
iv- To provide strategic guidance and direction with resepct to the
objectives stated in the Agreement, and to identify new objectives, as
shall be agreed upon by both Parties;.
v- To generate a quarterly status and progress report.
Executive Prime for Xxxx Customer is: the Chief Information Financial Officer
(Xxxx Xxxxxxxxx).
Executive Prime for HP-OMS is: the Chief Executive Officer (Xxxxxx Xxxxx).
4
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
1.2 OPERATIONAL PRIME
The Operational Prime of each Party shall act as overall business Co-ordinator
for the purposes of this Agreement (the "Operational Prime"). The Operational
Prime shall have the following responsibilities:
i- Overall prime for the management of the Relationship;
ii- To serve as a single point of contact between the Parties on significant
matters in connection with the Relationship and the Services provided
hereunder, which are not handled by the Task/Project Operations Co-
ordinators or Business Support Relationship Co-ordinators;
iii- To address and resolve material issues and concerns with respect to the
Relationship and the Services provided hereunder;
iv- To track and monitor progress and performance to ensure the service
levels as set forth in Exhibit C are met;
v- To ensure the obligations of HP-OMS and the Customer in connection with
this Agreement are being met;
vi- To co-ordinate any improvement processes and business changes in respect
of the Services;
vii- To co-chair joint committees and regular meetings;
viii- To ensure the progress of any task and/or Project under the Agreement and
the designation of a Task/Project Co-ordinator to govern such Project, on
behalf of each Party;
ix- To generate monthly status and progress report to be submitted to his/her
Executive Prime and distributed in accordance with a mutually agreed upon
distribution list;
5
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
x- Specifically, the HP-OMS Operational Prime will lead the Customer
outsourcing management team. The composition of the outsourcing
management team will be at Xxxx'x HP-OMS's discretion. Xxxx will ensure
major user representatives and groups are duly represented.
Operational Prime for Customer is: Worldwide IT Director (Xxxxx Xxxxxxxx) Senior
Director.
Operational Prime for HP-OMS is: HP-OMS Project Manager (Xxx Xxx).
1.3 TASK/PROJECT OPERATIONS CO-ORDINATORS
Number and specific assignment responsibilities of Task/Project Operations
Coordinators will be determined by each Party's Operational Prime to meet their
own requirements related to a specific task or Project, as the case may be. The
Task/Project Operations Co-ordinators will have the following responsibilities:
i- To serve as day to day contact to address operational issues arising from
and related to the task/Project he/she is assigned to;
ii- To address and resolve issues and concerns with respect to the relevant
task or Project. Material issues and concerns shall be escalated to the
Operational Primes;
iii- To co-ordinate and facilitate the implementation of the Agreement in
daily operations activities;
iv- To participate in the monthly Joint Operations Review Committee when
issues related to the task or Project to which he/she is assigned to are
being discussed;
6
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
v- To generate a weekly status and progress report to be delivered to
his/her Operational Prime and distributed in accordance with a mutually
agreed upon distribution list.
1.4 BUSINESS SUPPORT AND RELATIONSHIP CO-ORDINATORS
Each Party shall designate a permanent Business Support and Relationship
Coordinator for the on-going support of the Operational Primes.
In this support role for his/her Operational Prime, each Business Support and
Relationship Co-ordinator shall have the following responsibilities:
i- Serve as a single point of contact between the Parties on commercial or
contractual matters and in that capacity, coordinate the work between any
designated experts in such fields as legal, regulatory, finance or tax
matters;
ii- Overall professional support with respect to all matters arising from the
Agreement governing the Relationship;
iii- Address and resolve commercial or contractually related issues and
concerns; including any proposed amendments to any of the terms of this
Agreement or the Exhibits.
Business Support and Relationship Co-ordinator for HP-OMS is: Account Manager
(Eyal Dalit).
7
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
2 COMMITTEES
2.1 JOINT OPERATIONS REVIEW COMMITTEE
The Customer and HP-OMS agree to create a Joint Operations Review Committee,
which will convene on a monthly basis, consisting of the Parties' Operational
Primes and as may be required the Business Support and Relationship
Co-ordinators, the Task/Project Co-ordinators, user representatives and any
other managers of either Party who may be invited by the Parties as mutually
agreed. This committee will:
i- Preview on a monthly basis overall status of the Relationship, status and
progress on the various aspects of the implementation of the Agreement,
issues related to delivery of the Services, service level measurement and
performance, Road Map implementation (including milestones and
timeframes), Projects initiated by the Parties and aspects related to the
implementation of objectives, measurements, accomplishments, going
forward plans and priorities issues;
ii- Discuss and approve improvements and changes to the processes and
procedures; and
iii- Address such other matters as may be delegated to them under this
Agreement.
Each party may request, by prior written notice, an additional meeting of the
Joint Operations Review Committee in order to address specific outstanding and
material issues related to the Relationship, which are within the scope of
responsibility of the Joint Operations Review Committee.
All issues that cannot be resolved by the Joint Operations Review Committee will
be escalated to the Joint Executive Review Committee.
2.2 JOINT EXECUTIVE REVIEW COMMITTEE
The Customer and HP-OMS agree to create a Joint Executive Review Committee
consisting at least of the Parties' Executive Primes and Operational Primes as
well as any other additional Executives of either Parties' organization that the
committee decides should attend. This committee will:
8
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Governance
i- Issue a quarterly status and progessprogress report and review, on a
quarterly basis, performance, objectives and measurements;
ii- Discuss major changes to the Relationship and objectives, subject to the
prior written approval of both Parties;
iii- Address such other matters as may be delegated to them under this
Agreement or escalated by the Joint Operations Review Committee.
Each Party may request, by prior written notice, an additional meeting of the
Joint Operations Review Committee in order to address specific outstanding and
material issues related to the Relationship, which are within the scope of
responsibility of the Joint Operations Review Committee.
9
