FCS Master Sales Agreement

MASTER  SERVICES AND PRODUCTS TERMS & CONDITIONS (CLOUD & ONSITE)

THIS Agreement is entered into by and between the entity named in the Quotation or Order Forms (“Customer”)  that is the successor in interest to the Customer brand  and the  FCS Computer Systems  (“FCS”) entity named in the Quotation or Order Forms. Whereupon Customer and FCS  are each referred to individually herein as a “Party” and, collectively, as the “Parties”.

The effective date of this Agreement is  the date appended to the Quotation, Statement of Work or Order Forms signed by both Parties (the “Effective Date”). By accepting the Quotation or Contract Sheet, each Party acknowledges the receipt and sufficiency of good and valuable consideration for entering into this Agreement and agrees to be bound by all of its terms.

General Terms and Conditions

1.INTRODUCTION

1.1 Purpose
Customer desires to procure from FCS, and FCS desires to provide to Customer, certain services and products on the terms and conditions set forth in this Agreement.

1.2 Defined Terms
Certain terms used in this Agreement but not defined contextually have the meanings identified in Exhibit A – Definitions.  Terms, acronyms and phrases used in this Agreement but not defined that are commonly used in the information technology (“IT”) industry or other pertinent business context will have their generally understood meanings within the IT industry or other applicable business context.

2.CONTRACT DOCUMENTS

2.1 Framework Approach

2.1.1 General Terms and Conditions.
The body of this agreement (i.e., the introductory paragraph through Section 16.14 (Order of Precedence)) and all exhibits, schedules and annexes hereto (collectively the “General Terms and Conditions”) sets forth terms and conditions pursuant to which the Parties may enter into statements of work and Product orders under this agreement.

2.1.2 Statements of Work and Order Forms
To the extent the Parties desire to enter into an agreement for FCS to perform Services, the Parties will execute a Statement of Work or “SOW” under these General Terms and Conditions.  To the extent the Parties desire to enter into an agreement for FCS to provide products other than the Deliverables the FCS is to deliver as part of the Services (for example, software to be licensed or equipment to be sold or leased) (collectively, “Products”), the Parties will enter into an Order Form under these General Terms and Conditions. Each Statement of Work and each Order Form is a “Supplement” and all Statements of Work and Order Forms are, collectively, “Supplements”.

2.1.3 Relationship of the General Terms and Conditions and Supplements.
The term “Agreement” means, collectively, the General Terms and Conditions, all Supplements, all Change Requests, and all exhibits, schedules, addenda, annexes, amendments, and appendices to the forgoing, as may be amended from time to time in a signed writing by the Parties.  Unless and to the extent expressly excluded in a particular Supplement, the General Terms and Conditions will be deemed to be incorporated into such Supplement.

2.1.4 References
References to a Supplement, exhibit, schedule, attachment, appendix or annex include all documents subsidiary to such document.  For example, a reference to a Statement of Work includes reference to all exhibits, schedules, attachments, appendices and annexes to that Statement of Work.

3.TERM

3.1 Term of Agreement
This Agreement will become effective on the Effective Date and continue in effect until terminated as permitted under Section 11.1 (Termination of Agreement) (the “Term”).

3.2 Term of Statement of Work
The term of each Statement of Work (each, a “SOW Term”) will be as set forth therein, unless such Statement of Work is terminated earlier as set forth in Section 11.2 (Termination of a Statement of Work) or such Statement of Work.

4. SERVICES AND PRODUCTS
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4.1 Statements of Work

4.1.1 Form of Statement of Work
Except as otherwise agreed by the Parties, each Statement of Work will be in substantially the form contained in the Quotation or Order Form.  Each Statement of Work will (i) reference this Agreement, (ii) describe the Services, including the Deliverables, as well as any applicable additional performance criteria (e.g., Service Levels and acceptance criteria), (iii) identify FCS’s compensation for accepted Services and Deliverables, and (iv) include any other necessary or advisable terms.  Statements of Work are not binding on the Parties until fully executed by both Parties.  When so executed a Statement of Work is automatically incorporated into, and forms a part of, this Agreement.  Unless and to the extent expressly excluded in a particular Statement of Work, all of the terms and conditions of this Agreement will be deemed to be incorporated into such Statement of Work, unless, given the context of a particular term or condition, the term or condition is clearly inapplicable to such Statement of Work. The Parties may add Services to be provided under a Statement of Work by executing an amendment to such Statement of Work.

4.1.2 Schedule for Performing the Services
FCS will perform the Services in accordance with the time schedules and delivery due dates specified in the Statement of Work.  If no schedules for performance are specified in a Statement of Work, FCS will perform the Services in accordance with the schedules reasonably established by Customer.

4.1.3 Fully Executed Statements of Work
Customer will not be obligated to purchase or pay for any service or deliverable whose provision is not governed by a fully executed Statement of Work.  Notwithstanding the foregoing sentence, any services and deliverables that FCS performs or provides that are not governed by a fully executed SOW (e.g. services that FCS might decide to perform in anticipation of an SOW being signed) must still be performed and provided in compliance with, and are still subject to, this Agreement.

4.2. Order Forms

4.2.1. Form of Order Form
(a) Order Forms Generally. At a minimum each Order Form will (i) reference this Agreement, (ii) describe each of the Products being sold by subscription to Customer or by on-premise installation, the per-Product cost and the quantity, (iii) identify how and when the Products will be delivered to Customer, and (iv) include any other necessary or advisable terms.

(b) When Binding/Terms Incorporated. Order Forms /Quotations are not binding on the Parties until fully executed by both Parties. When so executed an Order Form is automatically incorporated into, and forms a part of, this Agreement. Unless and to the extent expressly excluded in a particular Order Form, all of the terms and conditions of this Agreement will be deemed to be incorporated into such Order Form, unless, given the context of a particular term or condition, the term or condition is clearly inapplicable to such Order Form. The Parties may add additional Products to be provided under an Order Form by executing an amendment to such Order Form.

4.2.2 Schedule for Delivery of the Products
FCS will be financially and operationally responsible for the warehousing of Products in facilities owned or leased by or on behalf of FCS until the delivery of such items by FCS to Customer or Customer’s designee. FCS will deliver the Products in accordance with the time schedules and delivery due dates specified in the statement of work or the project schedule, whichever the case may be. If no schedules or dates for delivery are specified in an Order Form, FCS will deliver the Products in accordance with the schedules established by Customer.

4.2.3 Fully Executed Order
Customer will not be obligated to purchase or pay for any Products whose provision to Customer is not governed by a fully executed Statement of Work or Order Form. Notwithstanding the foregoing sentence, any Products that FCS provides that are not governed by a fully executed SOW or Order Form (e.g. Products that FCS might decide to deliver in anticipation of an Order Form being signed) must still be provided in compliance with, and are still subject to, this Agreement.

4.3 Software as a Service
If the Parties expressly state in a Statement of Work that the Services are identified as cloud hosting therefore to constitute a software as a service (“SaaS”) arrangement, those Services will be governed by this Agreement as modified or amended by the terms and conditions in Exhibit B -Software as a Service Terms.

4.4 Software License
If the Parties wish to have FCS license software or other materials to Customer or another member of the Customer Group other than as part of a Work Product as described in Article 8 (Intellectual Property Rights), such licensing arrangement will be governed by this Agreement as modified or amended by the terms and conditions in Exhibit C- Software License Terms.

4.5 Services Delivery

4.5.1 Customer Policies
As part of the Services, FCS will (i) schedule all work under this Agreement to avoid interruption of Customer Business operations; (ii) ensure that all FCS Personnel who enter Customer Group Member Facilities or utilize any Customer Resources abide by all (a) reasonable directives issued by Customer, (b) on-site rules of behavior, work schedules, security procedures of which FCS is made aware and (c) other standards and procedures for FCSs established by Customer from time to time of which FCS is made aware, including any Customer corporate policies made known to FCS and/or otherwise referenced in this Agreement, as modified, amended and/or supplemented from time to time by Customer (collectively, the “Customer Policies”); and (iii) provide, in a timely manner, such reports regarding the Services as may reasonably be requested by Customer from time to time and as may otherwise be specified in the applicable Supplement.

4.5.2 Changes to Customer Policies
Additions or modifications to the Customer Policies may be (i) disclosed to FCS in writing, (ii) conspicuously posted at a Customer Group Member Facility, or (iii) communicated to FCS or FCS Personnel by means generally used by Customer to disseminate such information to its employees or contractors. FCS will observe and comply with such additional or modified Customer Policies. At Customer’s request, FCS Personnel will participate in Customer provided training programs regarding Customer Policies.

4.6 Resources

4.6.1 FCS Resources
FCS will provide, administer, manage, support, maintain and pay for all resources including personnel, equipment, software, Intellectual Property, supplies and office space necessary, or otherwise determined by FCS in its reasonable discretion to be appropriate, in order for FCS to provide the Services and deliver the Products (collectively, “FCS Resources”).

4.6.2 FCS Facilities
FCS and its Subcontractors will supply or provide the Services only at or from (i) the Customer Facilities and FCS Facilities identified in the applicable Statement of Work, or (ii) any other service locations permitted by applicable Law and approved in advance by Customer (collectively, the “FCS Facilities”). FCS will be financially responsible for all additional costs, taxes or expenses resulting from any FCS-initiated relocation to a new or different facility, including any costs or expenses incurred or experienced by any Customer Group member as a result of such relocation.

4.6.3 Customer Group Member Facilities
Customer will provide FCS with access to and use of the Customer Group Member Facilities (or equivalent space) (if any) that is identified in the applicable Statement of Work for the periods specified therein solely as necessary for FCS to perform its obligations under this Agreement.

4.6.4 Customer Resources
Customer may permit FCS to use Customer Resources identified in the applicable Statement of Work, the receipt of which FCS will confirm in writing. FCS will (i) use Customer Resources solely in connection with the Services for which they are made available and only for Customer’s benefit; (ii) keep Customer Resources free and clear of liens, claims and encumbrances; and (iii) not encumber, transfer or license any rights or interests in Customer Resources. FCS will reimburse Customer for the full replacement cost of Customer Resources that are damaged while being used by FCS as well as those that are not returned to Customer upon the earlier of the following: (a) completion of the relevant Services, (b) termination of the related Statement of Work or (c) termination of this Agreement.

4.7 FCS Staffing

4.7.1 Key Positions
Each Statement of Work will identify the Key Positions on the FCS team performing the related Services. FCS will cause each individual identified as holding a Key Position to devote the period of time to the provision of Services specified in the Statement of Work.

4.7.2 FCS Services Manager
FCS will assign a project manager (“FCS Services Manager”) under each Statement of Work to interface with Customer. The FCS Services Manager will provide overall management and direction to FCS Personnel for the applicable Statement of Work. The FCS Services Manager will (i) consult with Customer with regard to project management and technical and design decision-making affecting the applicable Statement of Work; (ii) at all times maintain an up-to-date overall schedule with respect to performance of the Services under the Statement of Work that will identify all major Deliverables and all material dates of performance for the Services; and (iii) make such schedule, and reports on the status of the Services under such Statement of Work, available to Customer upon request. The position of FCS Services Manager is a Key Position.

4.8 Acceptance
Except to the extent expressly provided in a Supplement solely with respect to Service provided or to be provided under such Supplement, the Parties agree to comply with the Acceptance processes, procedures and requirements contained in Exhibit E – Acceptance Procedures

4.9 Change Requests
Either Party may propose changes to the Services scope or performance schedule by providing a request in writing to the other Party. Mutually agreed upon change requests will include any resulting adjustments to the Charges and become part of the relevant Supplement when signed by both Parties (each a “Change Request”).

4.10 Cooperation with Others
FCS acknowledges that due to the size and complexity of Customer’s operations FCS may have to interact with members of the Customer Group or other service FCSs. FCS will use Commercially Reasonable Efforts to cooperate with such members of the Customer Group or other service FCSs in the performance of their respective services

4.11 Requested Information
FCS will promptly provide Customer with all information reasonably requested by Customer (the “Requested Information”) with respect to FCS and its affiliates

4.12 Step-In Rights
Any Customer step-in rights in connection with Services to be delivered under a Statement of Work will be as described in such Statement of Work.

4.13 Adverse Impact
If FCS has notice or knowledge of any event or condition that, applying reasonable professional judgment, is likely to have a material adverse effect on FCS’s ability to perform the Services in accordance with this Agreement, FCS will promptly notify Customer in writing.

4.14 Exclusivity
During the Term, Customer may not engage the services and purchase the Products of any individual or entity that competes with FCS or offers services or Products similar to those offered by FCS, and such engagement or purchase will be considered a breach of this Agreement.

5. PERFORMANCE STANDARDS
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5.1 Service Levels
FCS will perform the Services in a manner that will meet or exceed the work standards, Service Levels and other performance criteria contained in this Agreement and the applicable Supplement.

6. CHARGES AND PAYMENT
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Customer will compensate FCS for Services and Deliverables Accepted by Customer pursuant to Section 4.8 (Acceptance) in the amount and according to the payment schedule described in the relevant Supplement.

6.1 Fees for Services

6.1.1 Time and Materials
(a) For Services billed on a time and materials basis (“T&M”), unless otherwise specified in the applicable Statement of Work all of FCS’s rates are Fully Loaded.

(b) FCS will cause all FCS Personnel whose services are T&M to complete a time record at the end of each work day describing in reasonable detail the Services performed and the amount of time devoted to such Services during that day. FCS will not bill Customer for time spent on or materials related to travel, meals, leave, training or administrative matters.

(c) All T&M Services will be billed (i) at the rates specified in the applicable Statement of Work, (ii) in accordance with a rate card referenced in the applicable Statement of Work, (iii) consistent with a rate-setting process, or (iv) as otherwise stated in the applicable Statement of Work.

(d) If a Statement of Work includes a not-to-exceed amount, FCS will not bill Customer for any amounts in excess of that not-to-exceed amount, regardless of the actual number of hours worked or the level of effort required. For the avoidance of doubt, FCS must complete the Services and provide the Deliverables specified in such Statement of Work (excluding changes requested by Customer and agreed to through a Change Request) even if FCS incorrectly estimated the resources or level of effort required to perform such Services or provide such Deliverables.

6.1.2 Fixed Fee
Services billed on a fixed fee basis (“Fixed Fee”), FCS will complete all Services and complete and deliver all Deliverables described in the Statement of Work for the specified Fixed Fee. Unless otherwise specified in the applicable Statement of Work, all Fixed Fees are Fully Loaded.

6.1.3 Implied Services
If any services, functions or responsibilities not specifically described in a Statement of Work are reasonably required to fully perform the Services required by that Statement of Work (collectively, “Implied Services”), those Implied Services will be deemed included within the Statement of Work’s scope although such inclusion may incur additional charges which are to be agreed between the Parties prior to commencement of said Implied Services.

6.1.4 Expenses
Except as otherwise stated in a Statement of Work, FCS’s expenses are included in that Statement of Work’s rates or fees and will not be billed to or reimbursed by Customer. If a Statement of Work calls for reimbursement of expenses, Customer will reimburse only those expenses that (i) are approved in advance by Customer in writing, (ii) are reasonable and documented and (iii) comply with the Customer Policies.

6.2 Fees for Products
Fees for Products will be as defined in the relevant SOW or Order Form which may be increased year on year with prior notice given to the Customer no less than 30 (thirty) days prior to effective price increase.

6.3 Taxes
The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement will be as follows:

6.3.1 Income Taxes
Each Party will be responsible for its own Income Taxes.

6.3.2 Recoverable Taxes
All sums payable under or in connection with this Agreement will be exclusive of Recoverable Taxes, and each Party will, in addition to such sums, pay any Recoverable Taxes properly chargeable thereon on receipt of a valid invoice.

6.3.3 Taxes on Goods or Services Used by FCS
FCS will be responsible for all sales, service, value-added, lease, use, personal property, excise, consumption, and other taxes, tariffs and duties (including Recoverable Taxes) payable by FCS on any goods or services used or consumed by FCS in providing the Services (including services obtained from Subcontractors) where the tax is imposed on FCS’s acquisition or use of such goods or services and the amount of tax is measured by FCS’s costs in acquiring or procuring such goods or services and not by Customer’s cost of acquiring such goods or services from FCS.

6.3.4 Service Taxes
Customer will be financially responsible for all Service Taxes assessed against either Party on the Services as a whole, or on any particular Service by a Tax Authority in a jurisdiction in which Customer is physically located and/or are deemed to receive the benefit of the Services.

6.3.5 Withholding
Any withholding tax or other tax of any kind that Customer is required by applicable Law to withhold and pay on behalf of FCS with respect to amounts payable to FCS under this Agreement will be deducted from such amounts prior to remittance to FCS. Customer will provide to FCS reasonable assistance, which will include the provision of documentation as required by revenue authorities, to enable FCS to claim exemption from or obtain a repayment of such withheld taxes and will, upon request, provide FCS with a copy of the withholding tax certificate or equivalent documentation.

6.3.6 Efforts to Minimize Taxes
FCS will cooperate fully with Customer to enable Customer to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. FCS’s invoices will separately state the Charges that are subject to taxation and the amount of taxes included therein. Each Party will provide and make available to the other any resale certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by either Party.

6.3.7 Tax Audits or Proceedings
Each Party will promptly notify the other Party of, and coordinate with the other Party, the response to and settlement of, any claim for taxes asserted by applicable Tax Authorities for which the other Party is financially responsible hereunder. With respect to any claim arising out of a form or return signed by a Party to this Agreement, such Party will have the right to elect to control the response to and settlement of the claim, but the other Party will have the right to participate in the responses and settlements to the extent appropriate given its potential responsibilities or liabilities. Each Party also will have the right to challenge the imposition of any tax liability for which it is financially responsible under this Agreement or, if necessary, to direct the other Party to challenge the imposition of any such tax liability. If either Party requests the other to challenge the imposition of any tax liability, such other Party will do so (unless and to the extent it assumes financial responsibility for the tax liability in question), and, the requesting Party will reimburse the other for all fines, penalties, interest, additions to taxes or similar liabilities imposed in connection therewith, plus the reasonable legal, accounting and other professional fees and expenses it incurs. Each Party will be entitled to any tax refunds or rebates obtained with respect to the taxes for which such Party is financially responsible under this Agreement.

6.3.8 Tax Filings
FCS represents, warrants and covenants that it is registered to and will collect and remit Service Taxes in all applicable jurisdictions. At Customer’s request, FCS will provide Customer with (i) written confirmation that FCS has filed all required tax forms and returns and has collected and remitted all applicable amounts in connection with Service Taxes, and (ii) such other information pertaining to applicable taxes as Customer may reasonably request.

6.4 Payment Process

6.4.1 Invoices
FCS will issue correct invoices for the fees and authorized reimbursable expenses (collectively, the “Charges”) on or before the tenth (10^th) day of each month to the Customer contacts identified in each Supplement for any Charges due and owing for the preceding month. Each invoice will (i) include an invoice number, the name and effective date of this Agreement and the name and effective date of the applicable Supplement; (ii) provide a detailed description of the Services performed and the related Charges for which payment is due; and (iii) identify the FCS address and account number to which payment is to be made.

6.4.2 Payment/Refund
Unless otherwise stated in the Supplement, Customer will pay undisputed Charges within thirty (30) days of receipt of FCS’s correct invoice. FCS will immediately refund to Customer any Customer payment, including expense reimbursements, not required by this Agreement or the applicable Supplement.

6.4.3 Disputed Amounts
If Customer disputes any Charges, Customer will so notify FCS and provide a description of the particular Charges in dispute and an explanation of the reason why Customer disputes such Charges. Customer will not be obligated to pay any amounts it disputes or Charges for any Services or Deliverables it has not accepted until the dispute or defect(s) have been resolved. Each Party agrees to continue performing its obligations under this Agreement while any dispute is being resolved unless and until such obligations are terminated by the termination or expiration of this Agreement. Neither the failure to dispute any Charges prior to payment nor the failure to withhold any amount will constitute, operate or be construed as a waiver of any right Customer may otherwise have to dispute any Charge or recover any amount previously paid. Upon receipt of Customer’s notice regarding disputed Charges, Customer will pay the remaining, undisputed Charges in accordance with the terms of this Article 6 (Charges and Payment).

6.4.4 Currency Used for Pricing and Payment
All amounts due under this Agreement will be denominated in, and payable in the currency stated in the Quotation or Order Form, regardless of where the Services are performed.

7. CONFIDENTIALITY
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7.1 Confidential Information

7.1.1 Use of Confidential Information
Confidential Information is, will be and will remain, as between the Parties, the property of the Party disclosing the Confidential Information (the “Disclosing Party”). The Party receiving the Confidential Information (the “Receiving Party”) will keep all Confidential Information strictly confidential and use Confidential Information only as permitted by this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own most valuable confidential and proprietary information, but in no event less than a reasonable standard of care requiring Receiving Party’s compliance with this Agreement. Receiving Party will use Confidential Information solely for performing its obligations hereunder or, in the case of Customer, exercising its rights hereunder. Receiving Party will not do any of the following: (i) encumber, transfer or license Confidential Information, except as permitted under this Agreement, (ii) disclose Confidential Information to any Person except as permitted under this Agreement, or (iii) permit Confidential Information to be used to Disclosing Party’s detriment. Receiving Party will disclose or permit access to Confidential Information only by its employees and representatives who need to use it in order to perform the obligations of Receiving Party hereunder or, in the case of Customer, by its Affiliates and their employees and representatives for the purpose of exercising its rights hereunder. Receiving Party will be strictly liable for any unauthorized disclosure or use of Confidential Information by any Person to whom it discloses such information. Confidential Information does not include information that is publicly available, that Receiving Party obtains from independent sources free of any obligation, other than through improper disclosure, or that Receiving Party develops independently of and without reference to the Confidential Information. If Receiving Party is required by Law to disclose any Confidential Information, it will, upon learning of that requirement and prior to making any disclosure, notify Disclosing Party and reasonably cooperate with any effort by the Disclosing Party or, in the case of Customer, any Customer Affiliate to obtain a protective order or other remedy. FCS represents, warrants and covenants that it will only disclose its Confidential Information to Customer to the extent necessary to perform the Services or to respond to Customer’s request for information and then only to the minimal extent required therefor.

7.1.2 Return of Confidential Information during the Term
At Customer’s request, FCS will immediately stop using the Confidential Information specified by Customer. Upon termination of this Agreement (including completion of any Disengagement Services), Receiving Party will immediately stop using the Confidential Information of Discloser, except to the extent needed to exercise any post termination rights granted hereunder.

Within five (5) days of Customer’s request, FCS will (i) deliver copies of the Confidential Information to Customer and destroy all remaining copies under its control or (ii) if requested by Customer, destroy all versions of such Confidential Information under its control. FCS may charge Customer for the reasonable costs of making and delivering the copies of the Confidential Information but FCS will not condition its compliance with this Section in any manner. Within ten (10) days of Customer’s above request FCS will confirm in a signed letter to Customer that it has complied with this Section.

7.1.3 Compliance with Privacy Standards
FCS will comply with the personal data protection regulations of the countries in which the Services are performed

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Terms Governing Ownership of Intellectual Property Rights
Except as provided in Exhibit B – Software as a Service Terms in connection with SaaS Services, the terms of this Section will apply to all Services performed and to be performed by FCS.

8.2 Customer Marks
FCS will not use any Customer Intellectual Property including the Customer Marks, or any variations thereof, without the prior written approval of Customer and, in the event of such approval, only in the manner and at such times as will be prescribed in such approval. FCS does not have any ownership in the Customer Marks. FCS will not do any of the following: (i) authorize any third party to use any of the Customer Marks; (ii) contest or deny the validity of, or right or title to, the Customer Marks; (iii) encourage or assist others, directly or indirectly, to contest or deny the validity of, or right or title to, the Customer Marks; or (iv) use the Customer Marks in any manner that would diminish the value thereof or harm the reputation of any member of the Customer Group.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS
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9.1 Work Standards
FCS represents, warrants and covenants that it will perform the Services and its obligations under this Agreement (i) in a skillful, diligent and workmanlike manner in accordance with generally accepted first tier Industry Standards applicable to information technology services and services similar to the Services as well as the Specifications; (ii) in compliance with all applicable Laws; and (iii) using personnel whose skills and experience are appropriate for the tasks to be performed. Furthermore, FCS represents, warrants and covenants that it has successfully provided and performed the Services or services that are substantially similar to the Services for other customers.

9.2 Resources and Skill
FCS represents, warrants and covenants that it has, and will have at all times during the Term, the personnel, contractual arrangements, authorizations (including licenses and permits), consents and financial and physical resources necessary to meet its obligations under this Agreement.

9.3 Authorization
Each Party represents, warrants and covenants that: (i) it has all requisite corporate power and authority to enter into, and fully perform pursuant to, this Agreement; (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly authorized by all requisite corporate action on its part; and (iii) this Agreement has been duly executed and delivered by such Party.

9.4 Functionality, Performance and Capabilities
FCS represents, warrants and covenants that it will provide the Services and Deliverables, and each of their components and modules, such that they will at all times during the Term possess the features, functionality, compatibility, configuration, scalability, performance and integration capabilities set forth in the this Agreement and the applicable Supplement(s).

9.5 Non-Infringement

9.5.1 No Infringement
FCS represents, warrants and covenants that: (i) none of the Services or Deliverables violates or infringes upon, or will violate or infringe upon, in any way, the rights of other parties, including non-disclosure rights, privacy rights, Intellectual Property Rights and other proprietary rights; and (ii) there are no existing, pending or, to the best of FCS’s knowledge, threatened claims regarding violation or infringement of any such rights related to the Services or planned or proposed Deliverables.

9.5.2 Infringing Materials
If any Services, Deliverables, documentation, software or other resources provided by FCS under this Agreement infringe or misappropriate any Intellectual Property Right of any Person or are subject to a claim that it does (such items, the “Infringing Materials”), FCS will, at its cost and expense, either (i) procure for FCS and Customer the right to continue using the Infringing Materials in accordance with the terms of this Agreement and the applicable Supplement(s); (ii) modify the Infringing Materials to make them non-infringing, provided that such modification does not degrade or reduce the performance, functional capabilities or quality of such Infringing Materials; or (iii) replace the Infringing Materials with a non-infringing functional equivalent, provided that such replacement does not have degraded or reduced performance, functional capabilities or quality when compared to the Infringing Materials and does not adversely impact the quality of the Services. Nothing in this Section will be interpreted to limit FCS’s obligations to grant the licenses and provide the Services in accordance with this Agreement.

9.6 No Use of Prohibited Open Source Code; No Copyright Restrictions

9.6.1 “Prohibited Open Source Code” means any software code or other materials that meets the following criteria: (i) It contains or is derived (in whole or part) from, any software that is distributed as free software, open source software, shareware or similar licensing or distribution models; and (ii) Its licensing terms do any of the following: (a) conflict in any way with, or prevent the performance and fulfillment of, the respective rights and obligations of the Parties set forth in this Agreement, (b) require that any Customer Group member disclose or otherwise make available any Intellectual Property and (c) subject any Deliverable or any Intellectual Property of any Customer Group member to any Copyright Restrictions.

9.6.2 FCS represents, warrants and covenants that it will not: (i) insert any Prohibited Open Source Code into any Deliverable or into any Customer Group member technical environment; (ii) cause any Deliverable to (a) call on, (b) rely upon, or (c) be required to be used with any Prohibited Open Source Code; or (iii) cause any Deliverable to be, or to become, subject to any Copyright Restrictions.

9.7 No Malicious Code

9.7.1 No Malicious Code
FCS represents, warrants and covenants that it will neither code nor insert any Malicious Code into any Deliverable or any Customer Group member technical environment. FCS will perform and comply with the Malicious Code protection and remediation obligations and practices set forth in this Agreement or, if no such protection and remediation obligations and practices are contained in this Agreement, such Malicious Code protection and remediation obligations and practices as are considered “best practice” under generally accepted first tier Industry Standards applicable to information technology services and services similar to the Services.

9.7.2 Response to Malicious Code
If any Malicious Code is found to have been introduced by FCS Personnel into any Deliverable FCS will promptly notify Customer and, at FCS’s cost, eliminate the Malicious Code from the Deliverable and restore any functionality, features and performance capabilities of such Deliverable which are adversely impacted by such Malicious Code. If any Malicious Code is found to have been introduced by FCS Personnel into any Customer Group member technical environment managed, supported or used by FCS Personnel (such environment the “Malicious Code Impacted Technical Environment”), FCS will (i) promptly notify Customer; and (ii) reimburse Customer for the reasonable costs incurred by Customer in (a) eliminating the Malicious Code, (b) to the extent applicable, restoring any loss of operational efficiency, and (c) restoring lost data (such activities in this Section 9.7.2(ii) being referred to collectively herein as the “Malicious Code Response Activities”), which costs will include the fees and expenses charged to Customer by the third party services FCS(s) contractually responsible to Customer for the operation, maintenance and support of such Malicious Code Impacted Technical Environment.

9.8 No Abandonment
FCS represents, warrants and covenants that it will not commit Abandonment. Any Abandonment by FCS would be a breach of FCS’s obligations under this Agreement. If FCS commits Abandonment, Customer will be entitled to an injunction under Section 16.2 (Remedies) of the General Terms and Conditions.

9.9 No Prohibited Transactions
FCS represents, warrants and covenants that: (i) neither it nor any of its owners, shareholders, directors or Subcontractors own, or are owned or controlled by, any Restricted Person; (ii) it will not engage in any transaction with any Restricted Person; (iii) it has implemented and will maintain during the Term procedures and operational controls that are designed to ensure its compliance with the forgoing; and (iv) if any of the foregoing representations, warranties and covenants becomes incorrect or is breached it will notify Customer in writing immediately.

9.10 No Inducements
FCS represents, warrants, and covenants that it has not and will not: (i) directly or indirectly pay, offer, give or promise to pay, offer or give any money or other things of value to an official or employee of a government or public organization, any political party or political candidate or any other Person if any such payment, promise or offer is for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business; or (ii) engage in any acts or transactions in violation of any applicable Laws or in violation of any Customer Policies.

10. COMPLIANCE WITH LAWS AND REGULATIONS
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10.1 Laws and Regulations
FCS will comply with all applicable Laws, including those applicable to the services promulgated by Customer and by any and all national, federal, state, municipal or other legislative bodies, courts or agencies having jurisdiction over the business of FCS, over services of the nature of the Services provided hereunder or over the procurement, storage or use of any of the equipment, materials or supplies utilized by FCS in connection therewith, including the requirements set forth in Exhibit F – Specific Laws and Regulations. FCS will, at its expense, identify, procure and maintain all permits, certificates, approvals and licenses which may be required at any time in connection with the performance of the Services, or the procurement, storage or use of related equipment, materials or supplies, and will furnish to Customer copies of each such permit, certificate, approval or license, and will obtain and pay for all inspections and give all notices required in connection herewith.

11. TERMINATION
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11.1 Termination of Agreement

11.1.1 Termination of Agreement by Customer
(a) Customer may only terminate this Agreement (i) immediately upon written notice to FCS, if FCS (A) ceases to do business, (B) becomes insolvent, (C) fails to pay any of its debts when they become due or (D) files or has filed for or against it a petition of bankruptcy; (ii) immediately upon written notice to FCS if (A) FCS breaches any of its obligations under Article 7 (Confidentiality), (B) a “breach” by FCS under any Privacy Laws occurs; or (C) a Breach by FCS under the Privacy Standards occurs; (iii) immediately upon written notice to FCS if FCS breaches any of its obligations under the Customer Policies; or (iv) as provided for in Section 13.5 (Force Majeure).

(b) In addition to the above, Customer may also terminate this Agreement immediately upon written notice to FCS in the event that a material term of this Agreement is determined to be prohibited or unenforceable as referred to in Section 14.4 (Severability).

(c) Customer may terminate this agreement with 30 (thirty) days written notice, if the Customer has notified FCS of a breach of clause 5.1 and/or clause 9.1 which FCS has not remedied within 21 (twenty one) days of receiving said notice.

11.1.2 Termination of Agreement by FCS
(a) FCS may terminate this Agreement upon written notice to Customer if Customer fails to pay FCS according to the terms of this Agreement and does not cure such payment default within thirty (30) days following receipt of written notice of non-payment.

(b) Customer’s failure to perform its responsibilities set forth in this Agreement (other than its payment obligations) will not constitute grounds for termination by FCS; provided, however, that FCS’s nonperformance of its obligations under this Agreement will be excused only if and to the extent such FCS nonperformance results from Customer’s failure to perform Customer’s expressly specified responsibilities under this Agreement, but only if FCS (i) provides Customer with prompt written notice of such nonperformance; (ii) provides Customer with every reasonable opportunity to correct failure to perform and avoid FCS’s non-performance; (iii) uses Commercially Reasonable Efforts to perform notwithstanding Customer’s failure to perform; and (iv) demonstrates that such failure to perform is the cause of FCS’s non-performance. FCS acknowledges and agrees that this Section 13.1.2(b), together with Section 11.3 (Force Majeure), are the only circumstances in which its failure to perform its obligations under this Agreement (including meeting the Service Levels) will be excused.

11.2 Termination of a Statement of Work

11.2.1 Termination of a Statement of Work by Customer
Unless otherwise specified in the Statement of Work/Quotation, Customer may not terminate the Statement of Work but may only terminate any Statement of Work: (i) immediately upon written notice to FCS, if FCS (A) ceases to do business, (B) becomes insolvent, (C) fails to pay any of its debts when they become due or (D) files or has filed for or against it a petition of bankruptcy; (ii) immediately upon written notice to FCS if (A) FCS breaches any of its obligations under Article 7 (Confidentiality), (B) a “breach” by FCS under any Privacy Laws occurs; or (C) a Breach by FCS under the Privacy Standards occurs; (iii) immediately upon written notice to FCS if FCS breaches any of its obligations under the Customer Policies; or (iv) as provided for in Section 11.3 (Force Majeure).

11.2.2 Termination of a Statement of Work by FCS
Unless otherwise specified in a Statement of Work, FCS has the right to terminate a Statement of Work upon written notice to Customer if Customer fails to pay FCS Charges under such Statement of Work according to the terms of this Agreement and the Statement of Work and does not cure such payment default within fifteen (15) days following receipt of written notice of non-payment.

11.3 Force Majeure

11.3.1 Force Majeure Event
Neither Party will be liable for any default or delay in the performance of its obligations hereunder if and to the extent and while such default or delay is caused, directly or indirectly, by a Force Majeure Event. If a Force Majeure Event occurs, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use Commercially Reasonable Efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance will promptly notify the other by telephone and describe at a reasonable level of detail the circumstances causing such delay (to be confirmed in writing within twenty-four (24) hours after telephonic notice). If any Force Majeure Event substantially prevents, hinders, or delays performance of the Services or delivery of Products for more than three (3) days, then at Customer’s option Customer may, upon written notice to FCS, terminate the Supplement under which such Services or Products are delayed and, at Customer’s option, this Agreement.

11.4 Effect of Termination

11.4.1 Termination of Statement(s) of Work
The termination of any particular Supplement will not affect the Parties’ respective duties and obligations under any other Supplement. Unless otherwise specified Statement of Work, any termination of the Statement of Work by Customer will render all payments by Customer to FCS immediately owing and due regardless of whether the duration stipulated in the Statement of Work has concluded. For eg, a Statement of Work with a duration of 36 months is terminated in the 12^th month, the Customer shall remain liable for the remainder of 24 months.

11.5 Obligations Upon Termination and Expiration
If this Agreement or a Supplement is terminated prior to completion of the Services, or expires, Customer will pay FCS all outstanding invoices due prior to the effective date of termination or the effective date of the expiration, as the case may be. For any payments already made, they shall be forfeited if Customer terminates this Agreement without cause.

12. INDEMNIFICATION AND LIABILITY

12.1 Indemnification

12.1.1 Indemnification Obligations
FCS hereby indemnifies and holds harmless Customer and the other Customer Group members and each of their respective officers, directors, agents, contractors, subcontractors, employees, successors and assigns (collectively, the “Indemnitees”) from and against any and all allegations, losses, demands, claims (including taxes), liabilities, damages (including punitive and exemplary), fines, penalties and interest, and all related costs and expenses of whatever nature (including reasonable attorneys’ fees and disbursements and costs of investigation, litigation, experts, settlement, judgment, interest and penalties), and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise from any individual or entity (“Claims”) arising out of or in any way connected with any of the following: (i) FCS’s breach of this Agreement; (ii) the Services provided by FCS under this Agreement; and (iii) any related act or failure to act by FCS, including Claims related to any act by FCS or the Services that violates or infringes upon, or will violate or infringe upon, in any way the rights of other parties, including non-disclosure rights, privacy rights, Intellectual Property Rights and other proprietary rights.

13. DISPUTE RESOLUTION

13.1 Informal Dispute Resolution

13.1.1 Dispute Resolution Procedures
In the event of a dispute between the Parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement and with respect to the performance by FCS or Customer of its obligations hereunder (“Dispute”), the Parties will endeavor to cooperate to resolve such Dispute informally. To do so each will appoint from its organization an individual to represent it and the respective representatives will meet in person or by telephone for the purposes of attempting to resolve the Dispute.

13.1.2 Exceptions
The foregoing will not prevent a Party from instituting formal proceedings earlier to (i) preserve a superior position with respect to other creditors, or (ii) address a claim arising out of the breach of the confidentiality obligations or either Party’s Intellectual Property Rights under this Agreement. In addition, either Party may resort to court action for injunctive relief at any time if the dispute resolution process set forth in Section 13 (Dispute Resolution Procedures) may permit or cause irreparable injury to such Party or any third party claiming against such Party, due to delay arising out of the dispute resolution process. .

13.2 Continued Performance
Except for Customer’s right to withhold amounts it disputes in good faith pursuant to Section 6.4. (Payment Process), the Parties will continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until (i) authority to discontinue performance is granted by Customer or conferred by a court of competent jurisdiction or a mutually agreed mediator or mutually agreed panel of arbitrators or (ii) this Agreement (or the applicable Supplement) has been properly terminated or has expired and the Services required to be performed by FCS have been performed.

14. GENERAL

14.1 Entire Agreement
This Agreement, including any schedules, exhibits, attachments, appendices and annexes referred to herein and attached hereto as well as any Statements of Work entered into from time to time by the Parties, each of which is incorporated herein for all purposes, constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings with respect to the subject matter hereof other than those set forth in this Agreement. For the avoidance of any doubt, any “click wrap” agreement presented electronically by FCS after the Effective Date to Customer that requires the acceptance of any or all terms in such agreement in order for Customer to access, install or otherwise receive any Services or Deliverables will be of no legal effect whatsoever, even if accepted or agreed to by Customer personnel. This Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. No amendment, modification, change, waiver or discharge hereof will be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver or discharge is sought to be enforced.

14.2 Remedies
Any breach of one Party’s obligations under this Agreement will give rise to irreparable injury to the other Party and that money damages alone will be insufficient to make the aggrieved Party whole. Accordingly, the aggrieved Party will be entitled to apply to a court of competent jurisdiction for and be granted injunctive relief against such breach or threatened breach without any additional evidence or findings of irreparable injury or harm and without the necessity of posting any bond or other security. Nothing in this Agreement will prohibit or impair the aggrieved Party’s rights to pursue and obtain any other remedy for the breach or threatened breach of the other Party’s obligations under this Agreement.

14.3 Rules of Construction
Interpretation of this Agreement will be governed by the following rules of construction: (i) words in the singular will be held to include the plural and vice versa and words of one gender will be held to include the other gender as the context requires; (ii) the headings contained herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement; (iii) the act of FCS causing a third party to do anything FCS is prohibited from doing under this Agreement will constitute FCS’s breach of this Agreement as if FCS took such action; and (iv) this Agreement was drafted with the joint participation of both Parties and will be construed neither against nor in favor of either, but rather in accordance with its fair meaning.

14.4 Severability
In the event that any term or provision of this Agreement will be held to be invalid, void or unenforceable, then the remainder of this Agreement will not be affected, impaired or invalidated, and each such term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by Law. Any provision of this Agreement that is determined to be prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and no such prohibition or unenforceability in any jurisdiction will invalidate such provision in any other jurisdiction.

14.5 Independent Contractor
FCS is, and will at all times be and act as, an independent contractor to Customer and, as such, no Law, agreement or other arrangement that has the effect of conferring benefits upon officers or employees of Customer will be applicable to FCS or to any FCS employee, independent contractor or Subcontractor in connection with the Services. Nothing in this Agreement will operate or be construed as making any member of the Customer Group and FCS partners, joint ventures, principals, joint employers, agents or employees of or with the other. No officer, director, employee, agent, Affiliate, contractor, Subcontractor or FCS Personnel will be deemed to be an officer, director, employee, agent, Affiliate, contractor or subcontractor of any member of the Customer Group for any purpose whatsoever. FCS’s and Subcontractor’s personnel will be, and will remain at all times, employees of FCS or Subcontractor, as the case may be. As between Customer and FCS, FCS is and will be solely responsible for (i) supervising, managing, contracting with, directing, procuring, performing and causing to be performed all Services to be performed by and all Products to be delivered by FCS and by FCS Personnel under this Agreement, (ii) the safety and supervision of FCS Personnel, (iii) the payment of wages, salaries and other amounts due such FCS Persons in connection with the Services, (iv) the provision of employment benefits to FCS Personnel, and (iii) all taxes, reports and other obligations respecting FCS Personnel as are required by Law. Neither FCS nor any FCS Person (a) is an agent of any member of the Customer Group and (b) has the right, power or authority, express or implied, to represent or bind any member of the Customer Group as to any matter. FCS is solely responsible for the acts and omissions of FCS Personnel, including acts and omissions constituting negligence, willful misconduct and/or fraud.

14.6 Binding Nature; Non-assignability
This Agreement will be binding on the Parties and their respective successors and permitted assigns. FCS will not assign, transfer, delegate or subcontract this Agreement or any of its obligations hereunder without Customer’s prior written consent. Customer may assign this Agreement upon notice to FCS.

14.7 Third Party Beneficiary
The Parties do not intend, and this Agreement will not be deemed, to create any third party beneficiary rights for any Person other than (i) the other members of the Customer Group, each of which will be a third party beneficiary under this Agreement for all purposes including enforcement of this Agreement; and (ii) the Indemnitees, each of which will be a third party beneficiary under this Agreement with respect to their rights and benefits.

14.8 Press Releases
No public disclosures by either Party relating to this Agreement, except for internal announcements or disclosures required to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, will be made without the prior written approval of authorized representatives of the other Party. However, Customer may identify FCS as a contractor of Customer (using FCS’s name and logo) and generally describe the nature of the Services in Customer’s promotional materials, presentations, and proposals to current and prospective clients. Similarly, FCS may identify itself as a contractor of Customer (using Customer’s name & logo) and generally describe the nature of the Services in FCS’ promotional materials, presentations and proposals to current & prospective clients.

14.9 Survival
Any provision of this Agreement which contemplates its continuing effectiveness, will survive termination of this Agreement and continue in full force and effect.

14.10 Notices
All notices permitted or required under this Agreement will be in writing and will be provided by the sending Party to the receiving Party by personal delivery, a nationally recognized overnight carrier, facsimile transmission or certified or registered mail, return receipt requested. Notices will be deemed given upon the earlier of actual receipt or one (1) day after deposit with the overnight carrier, receipt by sender of confirmation of electronic transmission or five (5) days after deposit with the U.S. Postal Service. Notices will be sent to the addresses listed on the Cover Page(s) or to such other address as either Party may specify in writing.

14.11 Waivers
Any waiver by a Party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. A waiver must be in writing. Failure by a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

14.12 Governing Law; Venue
This Agreement will be governed by and interpreted pursuant to the internal laws of the resident country of the signing FCS entity , excluding any Laws regarding the choice or conflict of laws. Each Party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in said country and each Party irrevocably submits to the sole and exclusive jurisdiction of these courts in personam, generally and unconditionally with respect to any action, suit or proceeding brought by it or against it by the other Party. Notwithstanding the foregoing, each Party may seek injunctive or other equitable relief or seek to enforce an arbitration award or other judgment in any court of competent jurisdiction.

14.13 Cumulative Remedies
All remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. The election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract or otherwise.

14.14 Order of Precedence
In the event of a conflict between the terms of the various documents that comprise this Agreement, the conflict will be resolved in the following order of precedence: (i) the terms of the General Terms and Conditions and (ii) the terms of each Supplement. No Supplement can modify the requirements of the General Terms and Conditions and the terms of the Exhibits (including any attachments thereto) without specific reference to this Section 14.14 (Order of Preference). If FCS submits Change Requests, Services requests, invoices or other similar documents or Customer submits purchase orders or other similar documents for accounting or administrative purposes or otherwise, no pre-printed or similar terms and conditions contained in any such form will be deemed to supersede any of the terms and conditions of this Agreement without express written approval (making specific reference to this Section 14.14 (Order of Preference).

Exhibit A

Definitions

To avoid confusion in interpreting this Agreement, the phrase “FCS will” has the same meaning as “FCS must” and the phrase “[Party] may” has the same meaning as “[Party] has the contractual right to”.   The following terms used in this Agreement have the meanings given them below:

1. “Abandonment” means the threatened or actual refusal by FCS to provide or perform any Services, including the Disengagement Services.
2. “Acceptance Criteria” means the criteria used to determine whether a Deliverable is ready for Acceptance. The Acceptance Criteria will include the requirement that the applicable Deliverable: (i) has been completed and delivered/achieved in accordance with the applicable Supplement; (ii) meets the Specifications, which in the case of Software Deliverables must be demonstrated by the successful completion of testing (including unit, string, regression, functional, integration, system/performance and stress/volume, as applicable) by the FCS and the satisfactory completion of the FCS’s quality assurance program with respect to the Deliverable; (iii) has been properly and fully documented pursuant to the Agreement and the applicable Supplement; and (iv) complies with all testing criteria set forth in the Agreement and the applicable Supplement and such other criteria as may be developed and agreed upon by the Parties.
3. “Acceptance Test Period” means the time period during which each Deliverable will be subject to Acceptance Testing by Customer as described in the applicable Supplement. Unless otherwise specified in the applicable Supplement, the Acceptance Test Period will be thirty (30) full calendar days following the date on which the Deliverable is delivered by FCS to Customer for the purpose of Acceptance Testing, with such period ending at 11:59:59 pm (Memphis, Tennessee local time) on the thirtieth (30^th) full calendar day.
4. “Acceptance Testing” means the testing performed by Customer during the Acceptance Test Period to determine whether the Deliverable conforms to the applicable Acceptance Criteria.
5. “Agreement” and “herein” each mean, collectively, the following, all of which are incorporated herein for all purposes: (i) the Cover Pages(s); (ii) the General Terms and Conditions; (iii) all exhibits, schedules and attachments referenced herein; (iv) all Statements of Work executed by the Parties from time to time; (v) all Change Requests executed by the Parties and (vi) all other documents incorporated herein by reference. With respect to Participating Entities contracting with FCS, the Agreement will also include the Participation Agreement between such Participating Entity and the FCS.
6. “Background IP” of a Party means proprietary materials, software, documentation and other Intellectual Property of, or licensed by, such Party (i) existing prior to the Effective Date, and/or (ii) arising or acquired after the Effective Date from activities not associated with the Services. Background IP also includes all Derivative Works of Background IP and all enhancements and improvements thereto.
7. “Cardholder Data” means information concerning payment instruments and transactions, including name, account numbers, security codes, service codes (i.e., the three or four-digit number on the magnetic stripe that specifies acceptance requirements and limitations for a magnetic stripe read transaction) valid to and from dates, as well as information and data related to card or cardholder transactions using payment instruments and methodologies (e.g., charge, credit, debit, and prepaid) regardless of whether or not a physical card is used in connection with such transactions, and such other information that may be subject to the PCI Standards.  Cardholder Data is a type of Personal Information.
8. “Confidential Information” means (i) all information marked confidential, proprietary or with a similar legend by either Party, and (ii) any other information that is treated as confidential by the Disclosing Party and would reasonably be understood to be confidential, whether or not so marked (which, in the case of the Customer Group, includes (i) attorney-client privileged materials, attorney work product, Customer lists, Customer contracts, Customer information, rates and pricing, information with respect to competitors, strategic plans, account information, research information, information that contains trade secrets, financial/accounting information, human resources/personnel information, benefits-related information, payroll information, marketing/sales information, contact information, information regarding businesses, plans, operations, mergers, acquisitions, divestitures, third party contracts, licenses, internal or external audits, law suits, arbitrations, mediations, regulatory compliance or other information or data obtained, received, transmitted, processed, stored, archived, or maintained by FCS under this Agreement; (ii) compilation or summary information or data that contains or is based on Confidential Information, (iii) Customer Data, (iv) Personal Information; (v) Work Products; (vi) information treated or defined as confidential under the Privacy Standards; and (vii) Cardholder Data).
9. “Copyright Restrictions” means restrictions imposed on software or other materials requiring that (i) the user may not sublicense, resell or distribute the same software or any Derivative Work thereof under different terms of use, (ii) the user may not charge license fees for the sublicense, resale or distribution thereof, (iii) the user must release the source code to any third party to whom such software or any Derivative Work thereof is distributed, (iv) the user may not claim copyright or other Intellectual Property Rights in any Derivative Work thereof, or (v) the user is prohibited from discriminating by restricting the persons or purposes for which the software is used.

• “Commercially Reasonable Efforts” whether capitalized or not, means taking such steps and performing in such a manner as a well-managed, financially responsible company would undertake where such company was acting in a determined, prudent, diligent and reasonable manner to achieve a particular desired result for its own benefit and the benefit of all its customers.
• “Deliverable” means (i) Work Products, (ii) Pre-Existing Works furnished by FCS in connection with this Agreement and (iii) any materials, products and software delivered or required under this Agreement to be delivered by FCS, including Products and Software.
• “Derivative Work” means a work based on one or more pre-existing works, including a condensation, transformation, expansion or adaptation, which would constitute a copyright infringement if prepared without authorization of the owner of the copyright of such pre-existing work.
• “Disabling Code” means code which (i) has been intentionally inserted to have the effect of permitting improper use, access, deletion or modification of, or (ii) could have the effect of disabling, deactivating, damaging or shutting down one or more software programs or systems and/or hardware or hardware systems, including “time bombs”, “protect codes”, “data destruction keys”, “trap doors” and similar code or devices.
• “Force Majeure Event” means any default or delay in the performance by a Party of its obligations hereunder (i) if and to the extent caused directly or indirectly, by events, occurrences, or causes beyond such Party’s reasonable control including by fire, flood, earthquake, elements of nature, acts of God, acts of war or terrorism, catastrophic failures of telecommunication service or direct government action or order unrelated to violation or allegations of violation of Law by FCS Personnel that such Party is not required under this Agreement to protect against or to provide disaster recovery services in connection therewith and (ii) to the extent such Party is without fault in connection with FCS’s obligations under this Agreement, “Force Majeure Event” does not include any delay, degradation in performance, loss of inoperability or inability of FCS to perform its obligations hereunder, in any respect, if such condition is caused, in whole or in part, by FCS for any reason, including FCS’s breach of this Agreement.
• “Fully Loaded” means, when used in connection with rates and fees, that such rates and fees fully compensate FCS for the costs of all FCS Resources and all supplies, travel, lodging, meals, overhead and administrative expenses and taxes related to FCS’s performance of the relevant Services.
• “Herein”. Unless otherwise specified, “herein”, whether or not capitalized, means “in this Agreement.”
• “Customer Affiliate” means each of the following: (i) any Person controlling, controlled by or under common control with Customer and (ii) any Person that is an owner or operator, directly or indirectly, of any business or facility operating under any Customer Mark.  
• “Customer Business” means the businesses now or hereafter engaged in by the Customer Group.
• “Customer Data” means all data provided to FCS by Customer, any Customer Affiliate and any third party at the request of Customer or a Customer Affiliate, including data that may be processed, stored or transmitted by FCS in the course of providing the Services.
• “Customer Group” means, collectively, Customer and the Customer Affiliates.
• “Customer Group Member Facilities” means the facilities identified as “Customer Group Member Facilities” in the applicable Statement of Work.
• “Customer Marks” means, collectively all names, logotypes, trademarks, service marks, trade dress and trade names and any variation thereof that are proprietary to any of Customer entity. or its subsidiaries.
• “Customer Resources” means the office space, furnishings, equipment, supplies, technology resources, such as hardware and software, and all other assets made available to FCS by Customer in connection with this Agreement.
• “Include” and its derivatives (such as “including” and “includes”), whether or not capitalized, mean including without limitation.
• “Income Taxes” means any tax on or measured by the net income of a Party (including taxes on capital or net worth that are imposed as an alternative to a tax based on net or gross income), or taxes which are of the nature of excess profits tax, minimum tax on tax preferences, alternative minimum tax, accumulated earnings tax, personal holding company tax, capital gains tax or franchise tax for the privilege of doing business.
• “Industry Standards” means established rules, regulations, and generally accepted operating procedures, practices, requirements and the usual customary practices in the delivery of products and/or services within a particular business sector or as defined by state and local government Laws relative to that business sector.
• “Intellectual Property” and “Intellectual Property Rights” each means all intellectual property rights and embodiments thereof, including the following:(i) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, trade secret, proprietary information, know-how, process, technology, development tool, ideas, concepts, design right, moral right, data base right, methodology, algorithm or invention, (ii) any other proprietary right or intangible asset (including software), and  (iii) any right to use or exploit any of the foregoing.  Customer Intellectual Property includes the Customer Marks.
• “Key Position” means a position on the FCS team performing Services under a Statement of Work that has, or can reasonably be expected by Customer to have, a material impact on the quality and/or success of FCS’s performance under such Statement of Work.
• “Law” and Laws” each means all federal, state, provincial, regional, territorial and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and official releases of or by any government, or any authority, department or agency thereof or self -regulatory organization (“SRO”), including Privacy Laws. For purposes of this Agreement, Laws will also include all generally accepted accounting principles (“GAAP”), as such principles may be modified during the Term by the Public Company Accounting Oversight Board or other applicable authorities.
• “Malicious Code” means any virus, worm, trojan horse, spyware, adware, rootkit, scareware, rogueware, ransomware, backdoor, trap door, logic bomb, Disabling Code or similar item intended to cause or capable of causing undesired effects, security breaches and/or damage to a system or a system’s contents.
• “Person” means, individually and collectively, any human being, group, association, joint venture or legal entity (including a corporation, limited liability company, partnership, general partnership, limited partnership, limited liability partnership, cooperative, foundation, trust, sole proprietorship and any equivalent of any of the foregoing created or subject to the Laws of any jurisdiction).
• “Personal Information” means any information that (i) is (a) provided by Customer to FCS or (b) obtained, used, accessed, processed, possessed, acquired or otherwise handled by FCS on behalf of Customer or otherwise in connection with the provision of goods and/or services to or for Customer under this Agreement and (ii) either individually or when combined with other information, could be used to derive information specific to a particular individual. By way of illustration, and not of limitation, Personal Information includes an individual’s identity, social security number, driver’s license number, telephone number, credit or debit card number, address, email address, account information, payroll information, financial information, health information  employee identification number, criminal or employment history, place of birth, mother’s maiden name, biometric records or other factors specific to that individual’s physical, mental, economic, financial or cultural identity as well as less obvious information such as an individual’s personal preferences, hotel stay-related information and guest account information.  As an example, Personal Information may pertain to customers, employees or others. Personal Information can be in any media or format, including computerized or electronic records as well as paper-based files, including all copies, fragments, excerpts, whether or not such Personal Information has been intermingled with other information or materials.  
• “Pre-Existing Work” means any FCS Software, FCS Background IP, Third Party Software or Intellectual Property Right that meets any of the following criteria: (i) it is incorporated into or embedded or practiced by any Work Product or Deliverable; (ii) it is something upon which any Work Product or Deliverable depends; and (iii) it is necessary for the use or maintenance or enhancement of any Work Product or Deliverable.
• “Privacy Laws” means Laws, in multiple jurisdictions worldwide, that relate to (i) the confidentiality, collection, use, handling, processing, security, protection, transfer or free movement of Personal Information, personal data, personally-identifiable information or customer information, (ii) electronic data privacy, (iii) trans-border data flow or (iv) data protection.
• “FCS Personnel” means, collectively, the party identified as the “FCS” in this Agreement and its Subcontractors and the respective agents, employees and independent contractors of each assigned to perform or performing the Services. The singular of FCS Personnel is “FCS Person”.
• “FCS Software” means FCS owned software and Third Party Software (other than Customer provided Third Party Software) used by FCS in performing the Services or creating Work Products.
• “Recoverable Taxes” means any tax on goods or services where the payer of the tax is able to claim a credit for that tax from a Tax Authority, and includes goods and services taxes, harmonized sales taxes, value added taxes and other similar taxes.
• “Service Level” means the required level of performance for each performance indicator, as specified in a Supplement.
• “Service Level Default” means failure by FCS to meet a Service Level.
• “Service Taxes” means all sales, use, excise, and other similar taxes that are assessed against either Party on the provision of the Services as a whole, or on any particular Service received by Customer or another member of the Customer Group from FCS, excluding Recoverable Taxes and Income Taxes.
• “Services” means the tasks performed or to be performed by FCS under this Agreement including the production of Deliverables, if any.
• “Specifications” means, with respect to Services or a Deliverable, the written materials (including all relevant Documentation) and applicable project description describing the functional and technical (including performance and configuration) specifications and requirements of such Service or Deliverable, that has been mutually agreed to by the Parties in writing.
• “Subcontractors” means, collectively, (i) Persons that contract directly with FCS to perform services that FCS is obligated to perform under this Agreement, and (ii) Persons that contract with any Person described in clause (i) of this definition.
• “Tax Authority” means any federal, state, provincial, regional, territorial, local or other fiscal, revenue, customs or excise authority, body or official competent to impose, collect or assess tax.
• “Third Party Software” means software that is not FCS owned software or Customer owned software.
• “Work Products” means all works conceived or developed by FCS, alone or with others, in connection with the Services and all other activities of FCS (and FCS Personnel) associated with performing the Services.

Exhibit B

Software as a Service Terms

The terms in this Exhibit are applicable to those Service arrangements that the Parties expressly state in one or more Statements of Work constitute a SaaS arrangement. Such Services are governed by this Agreement as modified or amended by the terms and conditions in this Exhibit. Except as otherwise provided, Section references in this Exhibit are references to the sections in this Exhibit.

1. Deviations from the General Terms and Conditions of the Agreement. The Parties agree that, pursuant to Section 14.14 (Order of Precedence)of the General Terms and Conditions and solely for the purposes of the SaaS arrangement, the following Sections of the Agreement are deemed to be amended as set forth in this Exhibit. Except as modified by this Exhibit, the terms and conditions of the Agreement remain unchanged, in full force and effect.
2. Intellectual Property Rights: Terms Governing Ownership of Intellectual Property Rightsof the General Terms and Conditions is hereby deleted in its entirety and replaced with the following:

8.1 Terms Governing Ownership of Intellectual Property Rights

8.1.1 Defined Terms. For purposes of this Section 8.1: (i) “FCS Services System” means, collectively, the software and IT systems by or through which FCS makes available the functionality, features and performance capabilities that are included in the Services, as such software and systems may be supplemented, enhanced and improved during the Term; (ii) “Documentation” means any and all end-user guides, technical manuals or other documentation describing or required for use of the FCS Services System, as the same may be amended, supplemented and updated during the Term; and (iii) “Services Output” means, collectively, all of the information, data, documents and other Deliverables (other than Documentation) produced by, resulting from or otherwise made available to Customer as a result of Customer using the FCS Services Systems or the Services.

8.1.2 Use of the FCS Services System and Documentation.
(a) To the full extent required for FCS to perform and provide the Services in accordance with this Agreement and for Customer and the Customer personnel to receive and use the Services under this Agreement, FCS hereby grants Customer a non-exclusive right and license to access and use (i) the FCS Services System and (ii) the Documentation.

(b) FCS will not, at any time during any Statement of Work Term under which FCS is obligated to perform and provide Services using the FCS Services System, remove, discontinue or reduce any of the functionality, features and performance capabilities of the FCS Services System that exist as of the effective date of such Statement of Work.

(c ) Service Levels under SAAS shall be on the same service levels as provided by FCS’ partners supporting the Cloud arrangements whereby FCS shall operate on a “pass thru” basis of any terms & conditions, service levels, maintenance schedules etc. Customer will not be entitled to any extra terms outside of that provided to FCS by its partners.

8.1.3 Customer Data and Services Output.

All Customer Data, and all Intellectual Property Rights in and to Customer Data, belong solely and exclusively to Customer. Except as may otherwise be provided in a Statement of Work, all Services Output other than Customer Data will belong solely and exclusively to Customer; provided, however, that all Pre-Existing Works contained in the Services Output will remain the Intellectual Property of FCS and FCS hereby grants Customer a non-exclusive right and license to access and use such Pre-Existing Works to the full extent required for Customer and the Customer personnel to use the Services Output for Customer Business.

8.1.4 Retention of Intellectual Property Rights.

Except for the rights and licenses granted in Sections 8.1.1 (Defined Terms), 8.1.2 (Use of the FCS Services System and Documentation) and 8.1.3 (Customer Data and Service Output) above, each Party retains all rights, title and interest it has in and to its respective Intellectual Property and no license regarding such Intellectual Property is granted to the other Party under this Agreement.

3. Rights in the Event of Bankruptcy Rejection: Rights in Event of Bankruptcy Rejection of the Agreement is hereby amended by adding the following to the end of the Section.

Notwithstanding anything the contrary in this section, Customer will not have the right to take possession of software or hardware used by FCS unless such software or hardware is used exclusively by FCS for providing Services to Customer under this Agreement. In the event that Customer cannot take possession of the applicable hardware or software, FCS will remove the Customer Data, Customer Confidential Information and Services Output stored on such hardware or software and provide such Customer Data, Customer Confidential Information and Services Output to Customer in a format designated by Customer.

4. Work Product: All references to the term “Work Product” in the General Terms and Conditions will be deleted and replaced with the term “Services Output”.
5. Exhibit A – Definitions: Exhibit A – Definitions is hereby be amended to delete the definitions for “Pre-Existing Work” and “FCS Software” and replace the definitions with the following:

“Pre-Existing Work” means any FCS Software, FCS Background IP, Third Party Software or Intellectual Property Right that meets any of the following criteria: (i) it is incorporated into or embedded or practiced by any Deliverable; (ii) it is something upon which any Deliverable depends; and (iii) it is necessary for the use or maintenance or enhancement of any Deliverable.

“FCS Software” means FCS owned software and Third Party Software (other than Customer provided Third Party Software) used by FCS in performing the Services or creating Deliverables.

Exhibit C

Software License Terms

The terms in this Exhibit are applicable to the licensing by FCS of any software or other materials to Customer or another member of the Customer Group other than as part of a Work Product as described in Article 8 (Intellectual Property Rights). Such licensing is governed by this Agreement as modified or amended by the terms and conditions in this Exhibit. Except as otherwise provided, Section references in this Exhibit are references to the sections in this Exhibit.

1. Licensed Products

1.1 License Grant

1.1.1 FCS hereby grants to Customer and to Other Designated Group Members as may be identified in the applicable Software Order the following: a, fully paid-up, non-exclusive, non-transferable (except as otherwise set forth in this Agreement), revocable and right and license (“Software License”) to use (i) the Software described in the applicable Software Order Form together with all other licenses required to utilize, physically deploy and access such Software with the advertised, defined or expected functionality (the “Base Software”), including any and all updates, patches, and subsequent releases thereof (“Licensed Updates”) (such Base Software and Licensed Updates, collectively, the “Licensed Software”); and (ii) any and all end-user guides, technical manuals or other documentation describing or required for use, operation and maintenance of the Licensed Software, as the same may be amended, supplemented and updated, including future versions and additions thereof (“Licensed Documentation”) (the Licensed Software and the Licensed Documentation, referred to collectively herein as, the “Licensed Products”).

1.1.2 Except as may otherwise expressly set forth in a Software Order Form making specific reference to this Section 1.1, all licenses to Licensed Products and any Intellectual Property Rights granted by FCS hereunder are revocable and do not survive the termination or expiration of this Agreement. The scope of the Software License is limited only as set forth in this Section 1. The Software License also permits Customer and the Other Designated Group Members to copy, distribute (to authorized users) and modify the Licensed Documentation. The grant of the rights specified in this Section 1 is referred to collectively herein as the “License Grant”. For clarity, this License Grant will be granted by FCS for the prices and rates set forth in the applicable Software Order Form for each Licensed Product. In the event a valid Software Maintenance Agreement (“SMA”) is not entered into or renewed when due, the License Grant will be revoked immediately. Thereafter, FCS shall proceed to restrict & remove access to FCS Products & Services immediately utilizing all available avenues.

1.2 Enterprise License; Scope of Use; Concurrent Licenses.

1.2.1 Unless otherwise set forth in a Software Order Form, the Software License will permit use by Customer and the Other Designated Group Members, (“Enterprise License”). In all other cases, access to and use of the Licensed Products by Customer and the Other Designated Group Members will be limited to the Scope of Use described in the applicable Software Order Form. If no Scope of Use is described in the applicable Software Order Form, then the applicable License Grant will be deemed a non-Enterprise License.

1.2.2 If the Scope of Use described in the applicable Software Order Form is a Concurrent License, then FCS will provide Customer with tools enabling Customer to control and manage its use, and the use by the Other Designated Group Members, of such Concurrent License grant so that Customer will not unknowingly exceed the permissible number of users under such Concurrent License (collectively, the “Concurrent License Tools”). Such tools may, for example, allow Customer to cap its usage of the Concurrent License to the maximum number of users permitted under the license, notify Customer when Customer reaches the maximum number of users permitted under the license, provide reporting to Customer to help Customer manage the number of users with access to the applicable Licensed Product, etc.

1.3 Definition of “Use” of Licensed Software
The term “use” as used in this Exhibit and in any Software License means to copy, install, access, execute, operate, distribute, archive and run Licensed Software for test, development, production, archival, emergency restart and disaster recovery purposes. The License Grant permits use through the internet as well as any other technology means or methods now known or hereafter devised to enable interactions and communications between authorized users and Customer. For example, if Customer runs Licensed Software on a server and allows a user to access functions of the Licensed Software through a web browser or similar widely available third party software, the “use” of the Licensed Software is occurring on the server, not on the user’s computer. The user will not be required to obtain a separate license for the type of access described above.

1.4 Use of Licensed Software by Divested Business
If Customer divests a Customer Affiliate, division, department or other business (such divested business, the “Divested Business”), then Customer may, as a part of the Software License: (a) use the Licensed Product to provide transitional, migration or conversion services to the divested business for up to one (1) month after the divestiture or (b) permit the Divested Business to use the Licensed Product so long as the Divested Business’s use does not materially expand the use of the Licensed Product and the Divested Business complies with the provisions of this Agreement and the applicable Software Order Form. At Customer’s request, FCS promptly and in good faith will enter into a new agreement with the Divested Business with terms substantially similar to the terms of this Agreement and the Statement(s) of Work that apply to the Licensed Product, transfer to the Divested Business such of Customer’s license and maintenance rights in the Licensed Product as Customer may request (without depriving Customer of any such rights), reduce Customer’s future payment obligations in a manner proportionate to the license and maintenance rights so transferred, and impose upon the Divested Business future payment obligations equal to such reduction.

1.5 Third Party Use of Licensed Software
The Software License permits use of the relevant Licensed Products by disaster recovery services FCSs, outsourcers, hosting services FCSs and other third parties for the purpose of providing processing, business or technical services or advice to Customer and the Other Designated Group Members. However, each such third party using the Licensed Product must agree: (a) to use the Licensed Product solely for the benefit of Customer and the Other Designated Group Members, and (b) be bound by confidentiality obligations no less restrictive than those in this Agreement.

1.6 Non-Productive Use and Copies of Licensed Software
Customer may make copies of and use the Licensed Software for testing, development, quality assurance, backup, archival, emergency restart, disaster recovery and similar purposes and store those copies off-site provided prior express written authorization has been obtained from FCS. Customer will reproduce any copyright notices or other proprietary notices in the Licensed Software.

1.7 Use of the Licensed Software to Interface with Other Products
Customer and the Other Designated Group Members may interface and use the Licensed Software with other software programs owned or licensed by Customer or any Other Designated Group Member, so as to permit that software to interoperate, whether by use of calls, exchange of data, link editing or otherwise. FCS will not obtain any ownership interest in that other software merely because it was interfaced or used with any Licensed Software.

1.8 New Locations for Licensed Software
Customer may, at any time, with prior consent of FCS, transfer the Licensed Software to new users or new machines or new locations at an additional charge as invoiced by FCS. .

1.9 Operating Environments
FCS acknowledges that Customer and the Other Designated Group Members may want or need to run the Licensed Software on multiple, different, successor or replacement Operating Environments or components thereof. Consequently, the Software License will be deemed to include all versions of the Licensed Software that are capable of supporting various Operating Environments or components thereof as notified by Customer to FCS at the effective date of this contract.

1.10 Use of Licensed Software in an Alternative Processing Equipment
The Software License does not include the right to use the Licensed Software in a virtual environment whether on a multiprocessor computer, a set of computers connected together to act as one computer, or another type of processing complex. .

1.11 Use of Licensed Software with Alternative Equipment
FCS acknowledges that the members of the Customer Group may want or need to run the Licensed Software on equipment not purchased from or provided by FCS. FCS will specify the types of equipment that are capable of running or operating the Licensed Software in the applicable Software Order Form (the “Alternative Equipment”). Any Licensed Updates will continue to operate on the Alternative Equipment unless otherwise agreed to by Customer.

1.12 Licensed Updates and Customer Hardware
FCS will provide Customer with at least thirty (30) days advance notice of any material Licensed Update(s). If Customer notifies FCS in writing that a Licensed Update will require significant changes to any Customer hardware, FCS will keep the previous version of the Base Software available for at least twelve (12) months after the release of the Licensed Update, and will continue to provide the Maintenance Services associated with the Base Software for such twelve (12) month period. Furthermore, the Customer is obligated to ensure that the hardware requirements, as stipulated by FCS, are up-to-date, failing which FCS will not be held responsible for performance degradation of the deliverables/licensed software.

1.13 Successor Products of Licensed Software
If FCS removes any features or functionality from the Licensed Software and subsequently offers those features or functionality in a new or different product (whether directly or indirectly or through a third party), then the Software License will be deemed to include: (a) the portion of those new or different products that contain the original features, or (b) if those features cannot be separated out, the entire product. If FCS stops licensing the Licensed Software other than as bundled or otherwise combined with other software, the Software License will be deemed to include that other software. If the Licensed Software is a suite or other combination of software products, and FCS elects to unbundle or otherwise separately license those products, the Software License will be deemed to include all of the products containing the functionality originally licensed to Customer. There will be no additional charge for changes to the scope of the Software License under this Section 1.13.

1.14 Licensed Software Restrictions
Except as provided otherwise in this Agreement or the applicable Software Order Form, Customer will not modify or translate the Licensed Software except as necessary to configure the Licensed Products using the menus, options and tools provided for such purposes and contained in the Licensed Software; or reverse engineer, disassemble or decompile the Licensed Products or any portion thereof or otherwise attempt to derive or determine the source code or the logic. Unless otherwise agreed to the Parties in a separate agreement, Customer will not re-sell the Licensed Product(s). Notwithstanding the foregoing, if a Software Order Form states that the Licensed Software includes source code, then the Software License permits Customer to modify the Licensed Software.

1.15 Delivery of Licensed Software
FCS will deliver the Licensed Product(s) to Customer through purely electronic communication (e.g., email) or download. For clarity, no Licensed Products will be provided by FCS to Customer in a tangible medium.

1.16 Authorization Codes for Licensed Software
FCS will provide any passwords, keys and other authorization codes that Customer needs to use the Licensed Software. .Such passwords, keys and other authorization codes will be revoked in the event a validly executed SMA is not entered into or renewed when due.

Exhibit D

Customer Policies
To be advised by Customer to FCS separately, if applicable

Exhibit E

FCS Acceptance Procedures
To be advised by FCS to Customer separately, if applicable.

Exhibit F

Specific Laws and Regulations

1. Anti-Bribery

1.1. FCS and its affiliates, subsidiaries, directors, officers, employees, representatives, consultants, and all other persons acting on its behalf will at all times comply with any applicable anti-corruption laws, (collectively, the “Anti-Corruption Laws”).

1.2 In connection with any aspect of this Agreement or any other transaction involving Customer, neither FCS nor any of its affiliates, subsidiaries, directors, officers, employees, representatives, consultants, or other person acting on its behalf will take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by FCS or Customer, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to obtain a competitive advantage for any party or to receive favorable treatment in obtaining or retaining business. Should FCS learn or have reason to know that conduct has or may have occurred in violation of this provision, it will immediately notify Customer.

1.3 At Customer’s request, FCS and any of its affiliates, subsidiaries, directors, officers, or employees that perform tasks pursuant to this Agreement will certify in writing that they have not engaged in conduct in violation of Section 1.1 or Section 1.2 of this Section 1 (Anti-Bribery).

1.4 In no event will Customer be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to violate the Anti-Corruption Laws.

2. Anti-Money Laundering
   FCS represents and warrants that it is and will remain in compliance with all applicable anti-money laundering laws and regulations, , as may be amended from time to time (“AML Laws and Regulations”).

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