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Master Professional Services Agreement

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Title:

Master Professional Services Agreement

Entities:

BASF AG; Hercules Inc.

Date:

2007

Size:

Preview shows 44KB of 717KB total

Price:

$99

ID:

#2733304

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HERCULES HCL TECHNOLOGIES

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

MASTER PROFESSIONAL SERVICES AGREEMENT

This Master Professional Services Agreement (this ?Agreement?) is entered into effective January 12 2007 (the ?Effective Date?) by and between Hercules Incorporated, a Delaware corporation having a principal place of business in Wilmington, Delaware (?Hercules?), and HCL America, Inc. , a California corporation having a principal place of business in 330 Potrero Avenue, Sunnyvale, California -94085 and HCL Technologies Limited, an Indian public limited company having its registered office at 806 Siddharth, 96, Nehru Place, New Delhi 110 019 (individually and collectively ?Supplier?).

By executing this Agreement, HCL Technologies Limited agrees to be bound by, and subject to, the terms and conditions of this Agreement. HCL Technologies Limited also agrees to be responsible for any failure by HCL America, Inc. or Supplier Personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Supplier under this Agreement to the same extent as if such failure to perform or comply was committed by HCL Technologies Limited.

WHEREAS, Hercules and Supplier have engaged in extensive negotiations, discussions and due diligence that have culminated in the formation of the contractual relationship described in this Agreement; and

WHEREAS, Hercules desires to procure from Supplier, and Supplier desires to provide to Hercules and the Eligible Recipients, certain IT infrastructure and other information technology products and services described in this Agreement and in the Companion Agreement(s) (defined below), on the terms and conditions specified herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, Hercules and Supplier (collectively, the ?Parties? and each, a ?Party?) hereby agree as follows:

1	INTRODUCTION

1.1

Performance and Management by Supplier.

Hercules desires that certain IT infrastructure and other information technology products and services (such descriptive terms herein collectively referenced as, ?ITO?) presently performed and managed by or for Hercules and the Eligible Recipients, as each is described in this Agreement and the Schedules and Attachments hereto, be performed and managed by Supplier. Supplier has carefully reviewed Hercules' requirements, has performed all due diligence it deems necessary, and desires to perform and manage such business process products and services for Hercules and the Eligible Recipients.

1.2

Definitions.

Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in Schedule A.

1.3

Other Terms

The terms defined in this Article 1 and Schedule A include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated, the words ?herein,? ?hereof,? and ?hereunder? and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision. Article, Section, Subsection and Attachment references refer to articles, sections and subsections of, and attachments to, this Agreement. The words ?include? and ?including? shall not be construed as terms of limitation. The words ?day,? ?month,? and ?year? mean, respectively, calendar day, calendar month and calendar year. As stated in Section 21.3, the word ?notice? and ?notification? and their derivatives means notice or notification in writing. Other terms used in this Agreement are defined in the context in which they are used and have the meanings there indicated.

2	CONTRACT DOCUMENTS

2.1

Associated Contract Documents.

This Agreement includes each of the following schedules and their attached exhibits, all of which are attached to this Agreement and incorporated into this Agreement by this reference. Unless otherwise expressly stated, references to specific Schedules include all numbered subsidiary Schedules and attachments (e.g., references to Schedule E include not only Schedule E, but also Schedules J.1, E.1, E.3, E.3 and E.5).

Glossary of Terms

Software

Key Supplier Personnel and Competitive Restrictions

C.1

Key Supplier Personnel

C.2

Competitive Restrictions

Subcontractors and Managed Third Parties

D.1

Subcontractors

D.2

Managed Third Parties

Statement of Work

E.1 IT Infrastructure

Reserved

Service Levels

G.1

Service Levels, Key Measures, and Deliverable Credits

Transition

H.1

Critical Transition Milestones and Related Deliverable Credits

H.2

Detailed Transition Methodology and Plan

Termination Assistance Services

Supplier Charges

J.1

Responsibility Matrix

Hercules Base Case

Reserved

Staffing Plan

Termination Charges

Facilities and Equipment

O.1

Hercules Facilities

O.2

Supplier Facilities

O.3

Hercules Provided Equipment

Direct Hercules Competitors

Satisfaction Survey

Reports

Governance Model

Hercules Rules, Standards, and Policies

T.1

Hercules Rules

T.2

Hercules IT, Security and Related Standards

T.3

Hercules Business Practices Policy

Termination/Expiration Rights

Affected Employees

Exhibit 1: Form of Non-Disclosure Agreement

Exhibit 2: Form of Invoice

Exhibit 3: Form of Companion Agreement

TERM

3.1

Initial Term.

The initial Term of this Agreement shall commence as of 12:00:01 a.m., Greenwich Mean Time on the Effective Date and continue until 11:59:59 p.m., Greenwich Mean Time, on December 31, 2012, unless this Agreement is terminated

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