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Document Preview Administrative Services Agreement |
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Title: |
Administrative Services Agreement |
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Entities: |
American International Group Inc.; Information Architects Corp.; IPC Holdings, Ltd. |
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Date: |
2006 |
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Size: |
Preview shows 5KB of 37KB total |
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Price: |
$41 |
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ID: |
#2491159 |
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ADMINISTRATIVE SERVICES AGREEMENT
(AMENDED AND RESTATED)
THIS AGREEMENT is made as of the 1st day of July, 2006 among IPCRE, LIMITED, a
company organized under the laws of Bermuda (the "Company"), IPC HOLDINGS, LTD.,
a company organized under the laws of Bermuda (the "Parent") which owns all the
issued and outstanding shares of the Company, and AMERICAN INTERNATIONAL
COMPANY, LIMITED, a company organized under the laws of Bermuda ("AICL").
WITNESSETH
WHEREAS, the Company and the Parent (hereinafter collectively referred to as the
"Companies") desire that AICL, or one or more of its affiliates, furnish the
Companies with certain office space, equipment, administrative services and
personnel, and AICL is willing to provide such equipment, space, administrative
services and personnel, all subject to the terms and conditions hereinafter
provided.
NOW, THEREFORE, it is agreed as follows:
1. SERVICES TO BE PROVIDED
1.1 AICL shall furnish or cause to be furnished (in the same manner and
reasonably of the same quality as such services and facilities are
furnished to its affiliates) services and facilities to the Companies
(which, to the extent not specified below to be subject to separate
billing by AICL will be provided in Bermuda) required by the Companies
in the ordinary course of the business of the Companies which are
described and classified as follows:
(a) office space in Bermuda not to exceed 7,508 usable square feet,
which space may be owned by AICL or one of its affiliates or may
be leased from others, and which shall include as a part thereof
cleaning, elevator service, repair and engineering services,
provided that the Companies shall have no right to use the said
office space for any purpose other than as office space for their
own respective business purposes and shall not licence, let or
otherwise demise (or purport to) the said office space to any
person, company or other entity ;
(b) the information technology services set out in Part A of Schedule
1 hereto;
(c) payroll and pension administration services as described in
Schedule 2 hereto (provided that pension plan portfolio
management services will, to the extent required by either of the
Companies, be separately contracted for by AICL and billed to the
Companies);
(d) human resource services as described in Schedule 3 hereto;
5
{PAGE}
(e) making travel arrangements for overseas travel by employees of
the Company for business purposes and making hotel bookings in
each case, as required;
(f) a purchasing department , provided that, to the extent that any
supplies are purchased by AICL on behalf of either of the
Companies, the cost of such supplies shall be billed to the
Companies;
(g) telephone services (provided that the cost of such services shall
additionally be billed to the Companies);
(h) printing, reproduction and document binding services (provided
that the cost of such services shall additionally be billed to
the Companies); and
(i) a mail and communications department, including, but not limited
to, messenger, mail handling and postage services (provided that
the cost of such services shall additionally be billed to the
Companies).
Any other services or departments found to be necessary or desirable by
either of the Companies should be provided by AICL only after separate
negotiation and agreement by all parties hereto. The additional costs of
any such other services or departments shall be allocated in an equitable
manner to be agreed upon by the parties hereto.
1.2 AICL hereby represents and warrants to the Companies that any software
licensed or otherwise provided to the Companies hereunder by AICL
shall not infringe upon the copyrights of any other person . With
respect to any computer software provided to either of the Companies
pursuant to Section 1.1 hereof ("AICL Computer Software"), each of the
Companies acknowledges that it hereby accepts from AICL the
non-exclusive, non-transferable, non-assignable right to use such AICL
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