Standard_MSA

8/7/2019 Standard_MSA

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Private & Confidential Document of SATYAM

File version :52257295.doc

AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES (AGREEMENT)is entered into with effect from _____, 2007(Effective Date) by and between _____ (hereinafter referred to as Customer), a corporation within themeaning of the laws of _____, with its principal office at ______ AndSatyam Computer ServicesLimited (hereinafter referred to as Satyam), a company within the meaning of Indian laws having itsregistered office at Mayfair Centre, S.P. Road, Secunderabad - 500 003, (AP), India.

WHEREAS, Satyam is engaged in the business of providing information technology services and wishes toprovide Customer IT services as agreed between the parties from time to time.

WHEREAS, Customer is, engaged in the business of _______ and would like to avail services of Satyamon the terms and conditions described in this Agreement and in the relevant Statement of Work (SOW).

NOW THEREFORE in consideration of the various covenants, and conditions set forth below, theparties agree as follows:

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DEFINITION CLAUSES

1. Offshore shall mean and include Satyam development offices in India.

2. Offsite shall mean the Satyam development offices around the world except those in India.

3. Onsite shall mean the premises of Customer.

4. Overtime shall mean any work done in excess of a Weekday or any work performed during

Saturday or Sunday (Weekend) or public holidays.

5. Proprietary Information means the confidential information of either Party, marked

Confidential or with a similar legend.

6. Services shall mean any services offered by Satyam including but not limited to, professional

computer programming, consulting, software development, maintenance and software installation

services as set out in the respective SOW.

7. Weekday shall mean Monday through Friday or (Saturday to Wednesday if specific to a

location) comprising of eight (8) hours a day at Onsite and Offsite and nine (9) hours a day at

Offshore.

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1. SERVICES

1.1 Satyam will offer Services to Customer upon the execution by both parties of mutually agreed

SOWs, each of which shall be deemed to be incorporated into and be subject to the terms of thisAgreement. Such SOWs shall be in the form ofExhibit A.

1.2 Satyam personnel shall perform such Services with care, skill and diligence in accordance withthe applicable industry and professional standards.

1.3 Satyam personnel shall perform the Services at the locations agreed to by the parties in theSOW.

1.4 The infrastructure required for performance of Services at Onsite such as desktops/laptops, officeinfrastructure, software and communication link will be provided by the Customer at no extra costto Satyam.

1.5 It is understood that part of the Services provided may be performed by Satyam personnel atOffshore, using Customers computer facilities via a telecommunication link to Customers

network. Customer agrees to provide Satyam personnel, access to and use of their computerfacilities/network as required to at no charge to Satyam.

1.6 For the Services rendered at Satyam's facilities, Satyam shall provide at its sole expensestandard hardware, software and office infrastructure (Equipment) specified as Exhibit A. Anyinfrastructure other than the Equipment that is required for performance of the Services, shall beprovided/paid for entirely by Customer.

1.7 During the term of a SOW, either Customer or Satyam may require changes to the scope ofservices under this Agreement (hereinafter referred to as Variations) by way of writtennotification to the other party. Both parties shall then discuss the revised fees and/or timeschedules for implementation of the Variations, in writing. Until such time as the Variations areagreed upon by the parties hereto, Satyam shall continue providing services in accordance withthe existing SOW and Customer shall make all payment due for the rendering of such Services.

2. TERM

2.1 The initial term of this Agreement shall be for a period of one (1) year from the Effective Date(Initial Term). Thereafter, this Agreement shall automatically renew for further terms of oneyear each till the third anniversary, unless either party notifies the other of its intention not torenew by giving a sixty (60) day prior written notice before the end of each anniversary or asotherwise specified in the Termination clause below. Termination by a sixty (60) day notice otherthan at the end of the Term shall be treated as a termination for convenience.

3. FEES & PAYMENT TERMS

3.1 Customer shall pay Satyam at the rates/fixed fee as agreed in Exhibit B or as specified in the

SOW. Rates will be subject to an annual increment as mutually agreed in case of time andmaterial SOWs. If there is no agreement between the parties on the extent of the increase, therates shall be increased automatically over the existing rates by 5% and 10% percent for Onsiteand Offshore respectively and apply from the anniversary date.

3.2 For Services performed on a time and materials basis, Satyam shall invoice the Customer forfees and expenses, monthly in arrears. To support Satyams invoices, Satyam personnelassigned to work shall utilize Satyam's web-based electronic timesheets and submit authorizedtime sheets to Customer each month. Customer shall approve the time sheets within one (1)working day of submission by Satyam, failing receipt of notification of approval the submitted timesheet shall be deemed approved. Customer shall provide internet access to Satyam personnel,

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situated on Customers premises, to enable them to complete such web-based timesheetsSatyam shall maintain adequate records to support expenses claimed and shall make suchrecords available to Customer upon request.

3.3 For Services performed on time and materials basis, Satyam would charge pre-approvedOvertime at 1.25 times the normal rate

3.3 For fixed fee projects, Satyam shall invoice on Services/deliverables or milestones as specified inthe SOW.

3.4 For assignments of less than 91 calendar days at Onsite, Customer shall reimburse actual cost oftravel and pre-agreed per diem expenses in addition to the rates. Travel expenses for travel fromthe base location of Customer to any other location will be treated as project travel and chargedat actuals. In addition to the travel expenses Customer shall also pay perdiem expenses.

3.5 Customer shall pay invoices issued in accordance with these terms within 15 (fifteen) days ofreceipt of invoice. Discrepancy on the submitted invoices shall be communicated to Satyam within7 days and in the absence of any written communication within the stipulated time, the invoice

shall be deemed correct and accepted.

3.6 Any delay in making payment within the required time period as stated above shall attract interestat the rate of 1.5% per month.

3.7 Satyam shall be solely liable for (i) any and all taxes based on or measured on Satyams income.Except as set forth herein above, it is understood by both the parties that the prices set forth inthe applicable SOW or attached Rate card, are exclusive of all and any applicable taxes, includingbut not limited to sales and use taxes, Value Added Taxes (VAT) and such other similar taxes.Satyam shall include said taxes on its invoice separately while invoicing. In case Satyam rendersservices in the countries where Satyam is not having branch, then Customer shall bearwithholding taxes, if any, in such countries. In these cases the amount payable to Satyam shall benet of withholding taxes apart from Customer paying for applicable sales, use, VAT etc taxes.

4. ACCEPTANCE (Not applicable for staff augmentation SOWs)

4.1 When in Satyam's opinion, its testing of Services due under the SOW is complete, Satyam shallprovide written notification to Customer of completion of testing. Customer shall have twenty (20)days, or an alternate period agreed in the SOW, (Acceptance Period) to determine if theServices conform to the specifications as per the SOW or the deliverables meet the acceptancecriteria agreed to in writing between the Parties (Acceptance Criteria). If the Services aresubstantially in conformity with the Acceptance Criteria, then on or prior to expiration of theAcceptance Period, Customer shall provide Satyam with written notice of acceptance.

4.2 Customer shall be deemed to have accepted the Services unless prior to the expiration of theAcceptance Period Customer provides Satyam with written notice to the effect that the Servicesfail to conform to the Acceptance Criteria, it being understood that all the particulars forming thebasis for such notice will be contained therein. In the absence of such particulars, the notice shallbe invalid and Customer shall be deemed to have accepted the Services.

4.3 In the event that program deficiencies are reported, Satyam shall at its expense depute theappropriate personnel to investigate and correct, if necessary, program deficiencies reported byCustomer during the Acceptance Period. Except as provided herein, Customer shall have fifteen(15) days from the date of correction of identified deficiencies to test Services and give anacceptance or notice of further deficiencies in the Services and if no notice is received theDeliverable shall be deemed to be accepted at the end of the fifteen (15) day period and thisprocess shall be repeated till acceptance.

5. WARRANTY

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5.1 Satyam warrants only that the technical quality and performance of the Services provided will beconsistent with the applicable professional and industry standards currently recognized.

5.2 The Services in a fixed price SOW will substantially comply in all material respects with theAcceptance Criteria for a period of 60 (sixty) days from acceptance of the Services (WarrantyPeriod). During the Acceptance period or the Warranty Period, in the event any changes,additions, alterations are made to the Services by the Customer without the consent of Satyamresulting in malfunctioning of the Services then notwithstanding anything contained herein, Satyamshall be absolved of all obligations of free rectification and the Services shall be deemed to havebeen accepted and the Warranty Period shall be deemed to have elapsed.

5.3 Where any software, or any part thereof, is provided by Customer to Satyam for the performanceof services under the SOW, Customer warrants that it has all the requisite legal rights, includingrelevant intellectual property rights, to provide the Software, or any part thereof, to Satyam.

5.4 EXCEPT FOR THE WARRANTIES MENTIONED ABOVE, NO OTHER WARRANTIES WHETHEREXPRESS OR IMPLIED IS PROVIDED BY SATYAM UNDER THIS AGREEMENT. CUSTOMERAGREES TO WAIVE ANY IMPLIED WARRANTIES, INCLUDING THOSE OFMERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED RIGHTS NOTPROVIDED FOR IN THIS AGREEMENT; SOME JURISDICTIONS DO NOT ALLOW WAIVERSOF IMPLIED WARRANTIES, IN SUCH EVENT ALL IMPLIED WARRANTIES ARE LIMITED TOTEN (10) DAYS FROM THE DATE OF THE SERVICE COMPLAINED OF.

6. INSTALLATION

6.1 System integration testing and installation of the software into Customers computer systems isthe responsibility of Customer unless stated otherwise in an SOW.

6.2 At Customers request, Satyam shall provide to Customer any necessary assistance to install andto perform system integration testing of the developed software. Such Services shall be at thehourly rate plus expenses provided for in Section 3.

7. SECURITY AND CONFIDENTIALITY

7.1 Each Party agrees that Proprietary Information of the other Party received by it shall beconfidential and proprietary to the other Party. A Party receiving Proprietary Information(Receiving Party) shall not disclose the Proprietary Information of the other Party (DisclosingParty) to any third party without the express written permission of the Disclosing Party, andagrees to take all necessary precautions to maintain the secrecy and confidentiality of suchProprietary Information.

7.2 The obligation of non disclosure described in the Agreement will not be deemed to restrict theReceiving Party from disclosing any Proprietary Information of the Disclosing Party which:

a) is or becomes publicly known or within the public domain without the breach of this Agreement,

b) was known to the Receiving Party prior to its receipt thereof from the Disclosing Party,

c) is separately developed, whether before or after the date of this Agreement, by persons not privyto that Proprietary Information,

d) has been or is subsequently disclosed by third parties who are not under an obligation ofconfidence to the Disclosing Party or

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e) the Receiving Party is requested or required by law or by any court or governmental agency orauthority to disclose, in which case the Receiving Party will provide the Disclosing Party withprompt notice of such request or requirement prior to such disclosure.

7.3 Each Party agrees to comply and ensure that its personnel comply with all applicable laws, rules andregulations relating to privacy and collection, use, disclosure, storage and management ofProprietary Information of the other Party, as notified by that other Party.

7.4 Each Party agrees that the transmission of documents whether in print or otherwise to the ReceivingParty and/ or the access of the Receiving Party to Proprietary Information of the Disclosing Partyshall not be construed to grant the Receiving Party a license or other rights owned or controlled bythe Disclosing Party unless otherwise specified in Section 8 (Ownership).

8. OWNERSHIP

8.1 The results or deliverables of all Services, other than generic tools and methodologies developedby Satyam under this Agreement or the proprietary software, tools or other materials of Satyam

shall be the exclusive property of Customer. Satyam agrees that Customer owns the entire right,title and interest to any inventions, designs, discoveries, writings and works of authorshipproduced as a result of the Services, including all copyrights.

8.2 Satyam owns, and shall continue to own all intellectual property rights in software, tools andmethodology developed by it outside the scope of the requirements specified in the SOW(Satyam IP). In case any such Satyam IP is incorporated by Satyam in the deliverables of theServices provided by it to Customer, Satyam provides a non-exclusive, perpetual license toCustomer to use such Satyam IP as part of the deliverables in which it is incorporated, providedthat Customer shall not separate and use such Satyam IP independently from the deliverables inwhich they are incorporated.

8.3 Subject to Section 8.2, Satyam agrees to include in the deliverables produced by Satyam forCustomer any copyright and/or proprietary notice designated by Customer.

8.4 Upon expiration or termination of the Agreement and on all amounts as due and payable toSatyam under the Agreement having been received by Satyam, all Services, programs partially orwholly completed, or materials which are directly related to any project under the Agreement shallbe delivered to Customer or at Customers written instruction destroyed, and no copies shall beretained by Satyam without Customers written consent. In the event that Customer does notmake complete payment to Satyam of all the fees and charges and reimbursable expenses dueunder Sections 3 of this Agreement, Customer hereby grants to Satyam an irrevocable, non-exclusive, perpetual, worldwide, fully paid up, license to make, have made, use, have used,sublicense, reproduce and modify all Services developed by Satyam under this Agreement and toprepare derivative works based upon the same.

8.5 Subject to Satyams obligations towards Customer under Section 7 on Confidentiality and Section8 on Ownership, Satyam shall not be precluded from marketing, developing or using for itself orothers, services or products that are the same as or similar to those provided to Customer bySatyam pursuant to this Agreement. Furthermore, Satyam will continue to be free to use itsgeneral knowledge, skills, experience and techniques acquired in the course of performing itsobligations hereunder.

9. NATURE OF AGREEMENT

9.1 The relationship between Customer and Satyam is solely that of an independent contractor.Neither Satyam nor its personnel shall be entitled to any of the benefits provided by Customer toits employees, including, but not limited to, workers compensation insurance, unemploymentinsurance, and health retirement and welfare benefits.

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9.2 Satyam shall assume full and exclusive responsibility for payment of all federal, state and localtaxes or contributions imposed or required under employment, social security and income taxlaws with respect to Satyam or any of Satyam's employees engaged in the performance ofServices under this Agreement.

10. INDEMNIFICATION

10.1INDEMNITY BY SATYAM: Satyam shall assume responsibility for, indemnify Customer against andhold Customer and its employees and representatives harmless from :

(a) any loss, expenses or damage arising out of any claims of personal injury or death by anyparty attributable to acts of omissions of Satyam or its employees or representatives,

(b) any claim for payment of compensation, salary, retirement benefits, or any other fringebenefits asserted by an employee of Satyam,

(c) any claim that the Services infringe a copyright, patent, trademark or other intellectualproperty right of any third party or

(d) any loss, expenses or damage arising out of Satyams breach of its obligations under Section7 (Security and Confidentiality).

10.2INDEMNITY BY CUSTOMER: Customer shall assume responsibility for, indemnify Satyam against

and hold Satyam and its employees and representatives harmless from:(a) any loss, expenses or damage arising out of any claims of personal injury or death by any

party attributable to acts or omissions of Customer or its employees or representatives,

(b) any claim for payment of compensation, salary, retirement benefits, or any other fringebenefits asserted by an employee of Customer or

(c) any claim that any materials provided by Customer to Satyam for use in the provision ofServices infringe a copyright, patent, trademark or other intellectual property right of any thirdparty or

(d) any loss, expenses or damage arising out of Customers breach of its obligations underSection 7 (Security and Confidentiality).

10.3As a condition of this indemnity, the Party seeking to be indemnified shall (a) notify the indemnifyingParty promptly in writing the details of any allegation claim or loss (Claim) upon becoming awareof such Claim, (b) make no admission relating to any Claims and (c) allow the indemnifying Partyto conduct and settle all negotiations and proceedings and give the indemnifying Party all

reasonable assistance in respect thereof.

10.4Satyam shall not be obliged to indemnify the Customer under Section 10.1 (c) if the claim mentionedtherein arises out of:

(a) any use of the Services by Customer in a manner or purpose not intended by the SOW oragainst specific instructions of Satyam,

(b) use of the Services in conjunction with third party materials or services if the claim ofinfringement would not have arisen in the absence of such use.

(c) Services that have been designed or made to specifications to the order of Customer, or ifthe infringement is occasioned by modification to the Services not authorised by Satyam

10.5Customer shall not be obliged to indemnify Satyam under Section 10.2 (c) if the claim mentionedtherein arises out of:

(a) any use of the materials by Satyam in a manner or purpose not intended by the SOW oragainst specific instructions of Customer,

(b) use of the materials in conjunction with third party materials or services if the claim ofinfringement would not have arisen in the absence of such use.

10.6 However, in case of an allegation of infringement of patent, design, copyright or other intellectualproperty right, Satyam may at its sole discretion, choose to modify the Services so as to avoid theinfringement or may replace the Services with non-infringing Servicesat its own cost. In such an event, no other remedies shall be available to Customer.

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SECTION 11. INSURANCE

11.1 Both Parties shall procure and maintain such insurance as will protect the other Party, itsdirectors, officers and employees from claims arising out of their obligations under Agreement.

11.2 Upon request in writing, Satyam shall submit relevant certificate(s) of insurance to Customer asevidence that the specified forms and endorsements are in force. Such certificate(s) shall includea clause obligating the insurer(s) to give not less than thirty (30) days prior notice of any materialchange in, cancellation of, or intent not to renew the insurance.

12. TERMINATION

12.1 This Agreement or an SOW may be terminated in whole or in part, by either Party in the event ofmaterial breach by a Party that is not cured within 30 days of notice of such breach, from theother Party.

12.2 This Agreement or SOW may be terminated in whole or in part, by a Party for convenience on 90(ninety) days prior written notice to the other Party.

12.3 In the event of any termination of any part of this Agreement or an SOW, Customer is obligated topay for actual Services rendered by Satyam prior to the effective date of termination, mutuallyagreed costs associated with early termination and for other expenses as per Section 3.

12.4 Section 3 (Fees & Payment Terms), Section 8 (Ownership), Section 10 (Indemnification), Section13 (Limitation of Liability), Section 14.1 (Notices), Section 14.2 (Dispute Resolution), Section 14.3(Publicity), Section 14.8 (Non Hire), shall survive the expiry/ termination of this Agreement.Section 7 shall survive for a period of three years from the date of expiry/ termination of thisAgreement.

13. LIMITATION OF LIABILITY

13.1 Notwithstanding anything to the contrary in this Agreement, any SOW or any other documentsigned between the parties regarding the subject matter of this Agreement, either prior orsubsequent to this Agreement, in no event shall either party be liable for any loss of profits orrevenue, loss of business or loss or inaccuracy of data or for any indirect, incidental, special orconsequential damages incurred by the other party. A partys liability for damages, if any, whetherin an action in contract or based on warranty, in law or equity shall not exceed total amount offees paid to Satyam by Customer under a particular SOW during the preceding six months fromthe event causing damage.

13.2 The above limitations are not applicable to breaches of Sections 7 (Security and Confidentiality)or Indemnification claims arising under Sections 10.1 and 10.2. A Partys total liability for suchclaims, shall not exceed the actual direct damages awarded, for such breaches, by a court of lawor arbitrator or under any dispute resolution mechanism adopted by the Parties under thisAgreement.

14. GENERAL PROVISIONS

14.1 NOTICES:

Any notice or other communication under this Agreement given by either Party to the other Party shall bedeemed properly given if in writing and;

(i) when hand delivered during normal business hours of the recipient, acknowledgmenttaken.

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(ii) if transmitted by facsimile during normal business hours of the recipient; proof of delivery taken. Acopy sent by registered mail/ first class courier, return receipt requested should follow all faxnotices.

(iii) if mailed by registered mail/ first class courier, return receipt requested, within five working daysof posting, properly addressed and stamped with the required postage, to the intended recipientat its address specified at the in the first page of this Agreement.

In case there is any change in the address of one Party, it shall be communicated in writing to the otherParty.

14.2 DISPUTE RESOLUTION/ ARBITRATION/ CHOICE OF LAW

(i) Dispute Resolution. Each party shall identify in the SOW one First Level Officer (Manager or above),one Second Level Officer (General Manager or above) and one Executive Reviewer (Vice President orabove). Names of these designated officers may be changed by written notice to another person ofequivalent status and expertise. Any resolution of a problem/ issue/ dispute/ claim etc. ("Dispute") will be inthree easy steps. Either party may refer a Dispute in writing to the First Level Officers in the first instance,to Second Level Officers in the second instance and to the Executive Reviewers in the last instance. Therelevant designated officers will meet and attempt to resolve the Dispute within 10 (ten) business days ofreferral, failing which the Dispute may be escalated by either party to the next level designated officers. If aDispute cannot be resolved through Executive Reviewers, either party shall have the right to refer suchdispute to arbitration as given below.

(ii) Arbitration. Any Dispute arising out of or with respect to this Agreement shall be determined byarbitration in London in accordance with the commercial arbitration rules of the London Court ofInternational Arbitration (LCIA). The Parties shall appoint a mutually agreed single Arbitrator, in the eventthe Parties do not agree on the name of the single Arbitrator the Parties shall request the LCIA to appointan Arbitrator. Each party will pay its own cost and expenses. All testimony shall be transcribed. The awardof the panel shall be accompanied by findings of fact and a statement of reasons for the decision. Allparties agree to be bound by the results of this arbitration; judgment upon the award so rendered may beentered and enforced in any court of competent jurisdiction. All matters relating to such arbitration shall bemaintained in confidence.

(iii) Choice of Law; Choice of Forum. This Agreement shall be governed by and interpreted inaccordance with the laws of England & Wales.

(iv) Waiver of Jury Trial. Satyam and Customer hereby irrevocably waive, to the fullest extent permittedby law, all rights to trial by jury in any action, proceeding, or counterclaim (whether in contract, statute, tort(such as negligence), or otherwise) relating to this Agreement, any SOW, or the services under any SOW.)

14.3 PUBLICITY

Customer agrees that Satyam may refer to Customer and to this Agreement, in any manner, including inany customer listings published on Satyam's Web Site or set forth in Satyam's sales presentations,promotional materials, business plans or news releases etc.

14.4 FORCE MAJEURE

Neither party shall be liable for damages for any delay or failure to perform its obligations hereunder, ifsuch delay or failure is due to causes beyond its control or without its fault or negligence, including, withoutlimitation, strikes, riots, wars, fires, epidemics, lack of human or material resources, quarantine restrictions,unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or actsmandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body.If a force majeure event occurs the affected Party shall inform the other Party promptly and will usereasonable efforts to mitigate adverse effects and to resume performance as soon as practicable. Shouldthe force majeure event extend beyond fifteen (15) days either party shall have the right to terminate theAgreement or applicable SOW upon immediate written notice without any penalty or liability. However

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Customers payment obligations for Services performed shall remain and not be affected by the forcemajeure event.14.5 DISASTER RECOVERY

Notwithstanding the provisions of Section 14.4 above, Satyam shall maintain throughout the term of thisAgreement a disaster recovery plan ("Disaster Recovery Plan") reasonably acceptable to Customer, whichDisaster Recovery Plan shall cover all the Work to be performed by Satyam under this Agreement.

14.6 SUCCESSORS:

This Agreement shall bind and inure to the benefit of the parties, and their respective successors andpermitted assigns.

14.7 ASSIGNMENT

This Agreement or any rights or obligations hereunder shall not be assigned by either party to any thirdparty without the prior written consent of the other party and any attempted assignment without suchconsent shall be null and void, except that either party may make such assignment, without aforesaidconsent, to an affiliate or to any entity which survives a merger or consolidation in which such partyparticipates or to any entity which acquires all or substantially all of the assets of such party.

14.8 NON HIRE

During the term of the Agreement and for a period of one year thereafter, neither party shall (either directlyor indirectly through a third party) employ, solicit to employ, cause to be solicited for the purpose ofemployment or offer employment to any employee/s or sub contractor/s of the other party, or aid any thirdperson to do so, without the specific written consent of the other party. For the avoidance of doubt thisrestriction applies only to those employees who are connected with the Services performed under thisAgreement. The clause does not prevent hiring based on responses by employees to public advertisementon any media that are not specifically targeted at the other partys employees.

14.9 NON WAIVER:

No provision of this Agreement may be waived or changed except by a writing signed by the party againstwhom such waiver is sought to be enforced. The failure or omission by either party at any time to enforce

or require strict or timely compliance to any provision of this Agreement shall not affect or impair thatprovision or any other provision in any way or the rights of such party hereof, to avail itself of the remediesit may have in respect of any subsequent breach of that or any other provision.

14.10 SEVERABILITY:

The invalidity or unenforceability of any provision of this Agreement shall not in any way effect, impair orrender unenforceable this Agreement or any other provision contained herein, which shall remain in fullforce and effect.

14.11 MODIFICATION:

This Agreement may not be modified or amended except in writing signed by duly authrepresentatives of each party with express mention thereto of this Agreement.

14.12 ENTIRE AGREEMENT:

This Agreement, including all SOWs and other documents or communications incorporated herein,represents the entire agreement between the parties and supersedes all prior negotiations, understandingsand agreements, written or oral, relating to the subject matter herein. This Agreement, including allapplicable SOW and other documents and communications incorporated herein, shall supersede andcontrol over any conflicting terms, representations, promises, or conditions included in any purchaseorders, invoices or other documents issued by either party.

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14.13 SECTION HEADINGS:

The headings of the Sections are inserted for reference only and are not intended to be part of or affectthe meaning or interpretation of this Agreement.

14.14 PRECEDENCE:

In the event of a conflict between the terms of any documents (including but not limited to SOW) signedbetween the Parties and this Agreement, the terms of this Agreement shall take precedence.

14.15 EFFECTIVE DATE:

This Agreement shall be effective as of the date first above written when signed by both parties hereto.

14.16 DUE AUTHORISATION:

Each of the undersigned hereby represents to the other that she/ he is authorised to enter into thisAgreement and bind the respective parties to this Agreement.

14.17 COUNTERPART:

This Agreement is executed in duplicate and each copy is treated as original for all legal purposes.

14.18 SECONDARY DISPLACEMENT CLAUSE:

Customer acknowledges and understands that Satyam may from time to time assign its employees Onsitethroughout the US on H1B non-immigrant status to perform Services. Satyam is therefore subject to theprovisions of U.S. Immigration laws and labor laws pertaining to such non-immigrant visas, including theAmerican Competitiveness and Workforce Improvement Act (ACWIA). Customer confirms that it has notdisplaced, and does not intend to displace, any U.S. worker in an essentially equivalent position duringthe 90 days prior to placement of Satyams personnel in H-1B status at Customer facilities in the samegeographic region. Furthermore, as of the date of this contract, Customer does not intend to displace anysuch U.S. workers during the 90 days subsequent to such placement.

Customer agrees to notify Contractor if similarly-employed U.S. workers have been or will be displaced 90

days prior to placement of Contractors personnel in H-1B status at Customer facilities or if such U.S.workers will be or are displaced during the 90 days subsequent to such placement.

14.19 NO THIRD PARTY BENEFICIARIES

This Agreement and the SOWs shall not benefit, or create any right or cause of action in or on behalf of,any person or entity other than Customer and Satyam.

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorizedrepresentatives as of the date first written above.

Satyam CustomAuthorized Signatory Authorized Signatory

________________________ _____Name Name

__________________________ ___________Title Title

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EXHIBIT A

SAMPLE STATEMENT OF WORK

REFERENCE NUMBER: ________

This SOW is made on the day of and is governed by the Master ServicesAgreement between the Parties dated [ ], and sets forth the specific termconditions relating to the provision of Services referred to in this SOW.

NOW THEREFORE IT IS HEREBY AGREED as follows:

Satyam agrees to provide the Services as set out in this SOW subject to the below conditions.

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Scope of Services

Location of Services (Base Location)

Services

Contact Details of Satyam and Customer Project Executive

Name:Email:Contact Phone Number:

Indicative Hardware/Software Infrastructure being provided by Satyam at itslocations

1. Windows XP operating system, MS Office 2003, Anti virus systems2. Desktops/Server on LAN/WAN with mails access to Satyam mails.3. Network Security @ BS 7799 or @BS 15000 at specified places4. Air-conditioned office with Cabin, Cubicle, Workstations in the ratio of 2:4:6. The entire office is

with 100% power back up.5. Conference Room with LCD projector for every 150 people6. Standard Access Control System along with Physical Security7. One telephone extension for 4 workstations. One extra connection each for Cubical & Cabin.

Hardware/Software Infrastructure being provided by Customer

Third Party Software

Acceptance Period/Criteria (fill if applicable)

i. Any other applicable terms

1. All rates are for English Speaking consultants. Separate rates shall be charged for if additionallanguage skills are required. Satyam has assumed the documentation and Interaction will be inEnglish, if Satyam is required to translate any documents/hire an interpreter, such costs will becharged additionally to Customer.

.2. If resources are required to work in shifts a shift premium of 10% would be charged on the rates

ii. Term (Start Date & End Date)

xi. Rates/Charges

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a. All rates specified are exclusive of taxes. All invoices shall be paid within 15 daysof receipt.

b. Time and Material Rates are valid for a period of twelve months from the dateprovided and shall be subject to increase are provided for in clause 3.1 of theMSA.

c. Invoices should be submitted to:

Satyam Computer Services Limited Customer

_________________________ _______Authorized Signatory Authorized Signatory

________________________ _____Name Name

__________________________ ___________

Title Title

EXHIBIT B

RATES

Skill

US Dollars per Hour

Onsite Offshore (India)

Level 1 Level 2 Level 3 Level 1 Level 2 Lev

Legacy

GroupwareE-business

E-business products

SCM

Oracle

O/S internal and system prog.

Operations Support

BI/KM/DSS

Testing

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Technical Writing

Systems Security

CMM

Six Sigma Consulting

Strategy consulting/Securityaudit

ERP Functional Consulting

Other Skill

SAP/ERP

Skillset Levels Yrs of Exp Role in project

L1 0-3 yearsDeveloper/Programmer/Tester/Team

member

L2 4-6 years

Senior Developer/Senior Programmer/Senior Tester/Analyst/Module

Lead/Designer

L3 7-9 yearsSenior Analyst/Senior Designer/Architect/

Project lead/Project manager

Other Commercial TermsAny work based on 24x7 basis or support would also be charged at 1.25 times of the normal rates.

15

Standard_MSA

Documents

Transcript of Standard_MSA