Master Agreement For Operations Support Services

CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80 AND 240.24b-2. *** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION


EXHIBIT 10.1


MASTER AGREEMENT
FOR
OPERATIONS SUPPORT SERVICES


This Master Agreement is entered into as of January 1, 1998 (the "Effective
---------
Date"), between
----


1. International Business Machines Corporation, a New York corporation

("IBM"),
-----


AND


2. Equifax Inc., a Georgia corporation ("Equifax"), and constitutes a
------- complete restatement and further amendment of that certain Agreement for Systems Operations Services, dated April 20, 1993, as amended, between IBM (successor in interest to Integrated Systems Solutions Corporation ("ISSC")) and Equifax (the
---- "1993 Agreement"). --------------


The Parties agree to the terms and conditions set forth in this Master Agreement (including the forms of Exhibits and Schedules referenced in this Master Agreement), and in each Transaction Document (including the Supplement and Schedules referenced in each Transaction Document) executed by the Parties referencing this Master Agreement. Each Transaction Document is incorporated into this Master Agreement, and the several Transaction Documents and this Master Agreement are herein collectively referred to as the "Agreement".


Signed for and on behalf of IBM:


INTERNATIONAL BUSINESS MACHINES CORPORATION


Signature: * 7/7/98
------------------------------- Title: Vice President
---------------------------------


Signed for and on behalf of Equifax:


EQUIFAX INC.


Signature: * 7/7/98
------------------------------- Title: Corporate Vice President
---------------------------------


TABLE OF CONTENTS
-----------------


Page
---- 1. PURPOSE/STRUCTURE/TERM OF AGREEMENT................................... 1
1.1 Purpose of Agreement............................................ 1
1.2 Structure of Agreement.......................................... 2
1.3 Term of Agreement............................................... 3
1.4 Extension of Services........................................... 3


2. DEFINITIONS........................................................... 3


3. THE SERVICES.......................................................... 15
3.1 Obligation to Provide Services.................................. 15
3.2 Performance..................................................... 15
3.3 Disaster Recovery Services...................................... 16
3.4 Audits.......................................................... 16
3.5 Facilities and Data Center...................................... 17
3.6 Security........................................................ 18
3.7 Technology Refresh.............................................. 18
3.8 Software Licenses............................................... 18
3.9 Software Currency............................................... 20
3.10 * .......................................................... 20
3.11 Software - Substitutions and Additions.......................... 21
3.12 New Services.................................................... 21
3.13 Affiliates...................................................... 22


4. WARRANTIES/REPRESENTATIONS/COVENANTS.................................. 22
4.1 Work Standards.................................................. 22
4.2 Noninfringement................................................. 23
4.3 * ........................................................... 23
4.4 Authorization and Enforceability................................ 23
4.5 Disclaimer...................................................... 23
4.6 Regulatory Proceedings and Compliance with Laws................. 24
4.7 * ........................................................... 24
4.8 Covenant of Cooperation and Good Faith.......................... 24


5. TRANSITION............................................................ 24
5.1 Transition Plan................................................. 24
5.2 Affected Employees.............................................. 25
5.3 Resources and Facilities........................................ 25


6. INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS....................... 26
6.1 Equifax/IBM Integrated Planning Team............................ 26
6.2 Reports/Projections/Plans....................................... 27


6.3 Change Control Process........................................... 28
7. SERVICES STAFFING/MANAGEMENT/ADMINISTRATION........................... 29
7.1 Project Executives.............................................. 29
7.2 Replacement of Personnel........................................ 29
7.3 Retention of Experienced Personnel.............................. 30
7.4 Efficient Use of Resources...................................... 30
8. RELATIONSHIP PROTOCOLS................................................ 30
8.1 Evolving Nature of Relationship................................. 30
8.2 Required Consents............................................... 31
8.3 Appointment as Attorney In Fact................................. 33
8.4 Conflicts of Interests.......................................... 34
8.5 Alternate Providers............................................. 34
8.6 Use of Subcontractors........................................... 35
8.7 Equifax Approvals and Notification.............................. 36
9. CHARGES/NEW SERVICES/INVOICES/PAYMENTS................................ 36
9.1 Disbursements................................................... 36
9.2 Monthly Charge.................................................. 36
9.3 Additional Charges.............................................. 37
9.4 Cost of Living Adjustment....................................... 37
9.5 Taxes........................................................... 37
9.6 New Services.................................................... 38
9.7 Invoice Payment................................................. 38
9.8 * ........................................................... 38
9.9 * ........................................................... 39
9.10 Other Credits................................................... 40
9.11 * ........................................................... 40
9.12 Disputed Charges/Credits........................................ 40
9.13 Reduction of Equifax Work....................................... 41
10. INTELLECTUAL PROPERTY RIGHTS.......................................... 41
10.1 Ownership of Materials.......................................... 41
10.2 Obligations Regarding Materials................................. 42
11. CONFIDENTIALITY/DATA SECURITY......................................... 43
11.1 Confidential Information........................................ 43
11.2 Obligations..................................................... 43
11.3 Exclusions...................................................... 44
11.4 Loss of Company Information..................................... 44
11.5 Limitation...................................................... 45
11.6 Data............................................................ 45
12. TERMINATION........................................................... 45
12.1 Termination By Equifax.......................................... 45
12.2 Termination by IBM.............................................. 46
12.3 Termination Charges............................................. 46


12.4 [Reserved]..................................................... 47
12.5 Services Transfer Assistance................................... 47
12.6 Other Rights Upon Termination.................................. 48
12.7 Effect of Termination/Survival of Selected Provisions.......... 49


13. LIABILITY............................................................. 49
13.1 Liability Caps................................................. 49
13.2 Exclusions..................................................... 50
13.3 Direct Damages and Cover Charges............................... 50
13.4 Dependencies................................................... 51
13.5 Remedies....................................................... 51


14. INDEMNITIES........................................................... 51
14.1 Indemnity by IBM............................................... 51
14.2 Indemnity by Equifax........................................... 53
14.3 Employment Actions............................................. 54
14.4 Exclusive Remedy............................................... 55
14.5 Indemnification Procedures..................................... 55


15. INSURANCE AND RISK OF LOSS............................................ 55
15.1 IBM Insurance.................................................. 55
15.2 Risk of Property Loss.......................................... 56
15.3 * ........................................................... 57


16. DISPUTE RESOLUTION.................................................... 57
16.1 Dispute Resolution Procedures.................................. 57
16.2 Continued Performance.......................................... 58


17. GENERAL............................................................... 59
17.1 Relationship of Parties........................................ 59
17.2 Entire Agreement, Updates, Amendments and Modifications........ 59
17.3 Force Majeure.................................................. 59
17.4 Nonperformance................................................. 60
17.5 Waiver......................................................... 60
17.6 Severability................................................... 60
17.7 Counterparts................................................... 61
17.8 Governing Law.................................................. 61
17.9 Binding Nature and Assignment.................................. 61
17.10 Notices........................................................ 61
17.11 No Third Party Beneficiaries................................... 63
17.12 Other Documents................................................ 63
17.13 Consents and Approvals......................................... 63
17.14 Headings....................................................... 64
17.15 Remarketing.................................................... 64
17.16 Commencement of Actions........................................ 64
17.17 IBM Logo Products Warranties................................... 65


EXHIBITS
--------
EXHIBIT - -------


1 Master Agreement Structure Diagram


2 Transaction Document Structure Diagram


3 IPT Charter and Operating Procedures Guidelines


N.B.: The Exhibits and Attachments referenced in the Schedule of
-----
Exhibits and Schedule of Attachments, and elsewhere in this Agreement,
are hereby incorporated by reference. These Exhibits and Attachments
have been omitted for purposes of this filing, but will be furnished
supplementally to the Commission upon request.


ATTACHMENTS
-----------
FORM OF TRANSACTION DOCUMENT


FORM OF SUPPLEMENT


Schedule TITLE
A "Applications Software"
* - "Systems Software - Equifax"
* - "Systems Software - IBM"


B "Systems Software"
* - "Systems Software - Equifax"
* - "Systems Software - IBM"


C "Equifax Provided Hardware"
*
*

D "IBM Machines"
*
*

E The "Services, Measures of Utilization, and
* Operational and Financial Responsibilities"
*

F Leases, Licenses and Other Contracts
*
*

G "Disaster Recovery Services"
*
*

H "Transition Plan"
*
TD)

I "Network Locations"
*

J "Charging Methodologies"
*

K "Applications Installation Standards"
* (Operating Environment IT
*
L "Security Procedures and Responsibilities -
* Data and Physical"
*


M "Help Desk Services"
*
*


N "Projects"
*
*

O "Affected Employees"
*

P Maintenance Terms
*

Q Outstanding Employee Claims
*

R "Services Transition Assistance"
*

S "Service Levels *
*
*

T "Equifax Provided Office Furnishings"
*

U "Bill of Sale"
*

V "Key Employees"
*


1. PURPOSE/STRUCTURE/TERM OF AGREEMENT


1.1 PURPOSE OF AGREEMENT


a) IBM is a provider of a broad range of operations support services for on-
line information services companies including, without limitation,
information technology, information management, communications and related
services, and is experienced and skilled in the administration, management,
provision and performance of such services and the business functions,
responsibilities and tasks attendant with such services. IBM desires (i)
to continue to provide certain of these operations support services to the
Equifax Group for the Equifax Business, and to continue to perform and
assume the functions, responsibilities and tasks attendant with such
operations support services as currently performed by IBM for the Equifax
Business and the Equifax Group; and (ii) to provide additional quantities
and elements of these and other operations support services to the Equifax
Group for the Equifax Business and to perform and assume the functions,
responsibilities and tasks attendant with such operations support services
as currently performed by the Equifax Group or as envisioned to be required
for the Equifax Business and the Equifax Group, all as specifically set
forth in this Agreement. Equifax desires that such operations support
services for the Equifax Business and the Equifax Group and the attendant
functions, responsibilities and tasks, be performed and assumed by IBM.
The Agreement documents the terms and conditions under which (i) the
Equifax Group will obtain such operations support services from IBM and
(ii) IBM will administer, manage, support, provide and perform such
services and the functions, responsibilities and tasks attendant with such
services, for the Equifax Group.


b) The Parties have identified goals and objectives that they intend that
IBM's performance pursuant to the Agreement will assist the Parties to
achieve. These goals and objectives include the following: (i) engaging IBM
(A) under a master agreement to provide, and/or cause to be provided
through its Affiliates and other subcontractors, certain operations support
services to Equifax and certain of its Affiliates on a worldwide basis *
(B) to * provide such operations support services to, and perform and
assume the functions, responsibilities and tasks attendant with such
support services for, the Equifax Business and the Equifax Group * of
the Equifax Business and the Equifax Group; and (C) to * define * of
the information management systems operations of the Equifax Group in
support of the Equifax Business; (ii) * for current and additional
resource consumption and for reductions in resource consumption and *
resources chargeable and available to the Equifax Group and committed by
IBM to the Equifax Group; (iii) taking advantage of * to improve *
experienced by the Equifax Group and to enable the Equifax Group to *
for the Equifax Business; (iv) * of the Equifax Group's * covered
under this Agreement; (v) * to the Equifax Group; (vi) * the *
(vii) * of the Equifax Group and Equifax Business; and (viii) providing
an opportunity to transition the Services back to the Equifax Group or to
another service provider from IBM *


c) IBM recognizes that the Equifax Group * customer and agrees that * and
requires that IBM * where commercially reasonable to attain *


including, without limitation, * to the Equifax Group *


d) The provisions of this Section 1.1 are intended to be a statement of the
-----------
purpose of the Agreement and are not intended to alter the plain meaning of
the terms and conditions of the Agreement or to require either Party to
undertake performance obligations beyond those set forth in the Agreement.
* the * of the Agreement are * such * and * with the *
1.2 STRUCTURE OF AGREEMENT


a) The Services will be grouped around the following technology platforms and
clusters of services: * Each such technology platform/cluster of services
is herein referred to generically as a "Tower".


b) The Agreement is comprised of (i) the provisions set forth in this Master
Agreement and the forms of the Exhibits and Schedules referenced herein as
illustrated in Exhibit 1; and (ii) each Transaction Document including the
---------
Supplement and Schedules referenced in each Transaction Document as
illustrated in Exhibit 2.
---------


c) The Services will be defined * and all Towers located at one (1) site,
or to be migrated to one (1) site, will be the subject of a single
Transaction Document in the form of Exhibit 3. Each Transaction Document
---------
will be comprised of a Supplement in the form of Exhibit 4 and Schedules in
---------
the forms described in Exhibit 1, configured as noted on Exhibit 2. The
--------- ---------
Transaction Documents will collectively define the Services provided to the
Equifax Group across multiple Towers at multiple locations in one (1) or
more countries and the terms and conditions upon which the Services will be
provided.


d) Transaction Documents will be executed by the Parties. The terms of
Transaction Documents will be governed by the terms of the Master Agreement
unless the Parties specifically note the deviations from the terms of the
Master Agreement for the purposes of such Transaction Document in the
Section of the Transaction Document entitled "Deviations From Terms of
Master Agreement".


e) Each Transaction Document will be submitted to and approved by the
Integrated Planning Team prior to execution by the Parties. The approval
will be evidenced by a representative of each of the Parties who is also a
member of the Integrated Planning Team, noting and attesting to the
approval of the Integrated Planning Team on a cover sheet to such
Transaction Document.


f) IBM and Equifax will be the primary contracting parties under the Agreement
and under each Transaction Document. Each of the Parties may assign a
Transaction Document to one of its Affiliates for performance, *
Moreover, as a condition precedent to such assignment, the Affiliate shall
accept such assignment and agree to assume the full, timely and proper
performance of the duties and obligations of the Party assigning such
Transaction Document to such Affiliate in a written document in form and
content satisfactory to the other Party.


1.3 TERM OF AGREEMENT


The term of the Agreement will begin as of the Effective Date and will terminate upon the later to occur of (a) the expiration of the Transaction Document with the longest term extending past the tenth (10/th/) anniversary of the Effective Date, or (b) upon a termination date that is effective not sooner than six (6) months after the tenth (10/th/) anniversary of the Effective Date set forth in a notice by either Party to the other Party (the "Term"), unless earlier
---- terminated in accordance with the provisions of the Agreement.


1.4 EXTENSION OF SERVICES


Equifax may request and IBM will once extend the provision of the Services pursuant to any Transaction Document or the Services Transfer Assistance pursuant to any Transaction Document for up to * ("Extension Period") upon not less than * prior written notice before the scheduled termination or expiration of the provision of such Services or Services Transfer Assistance, or if applicable, notice given within * after the effective date of a notice of termination for any reason by either Party, other than Termination for Convenience. However, in the event Equifax is in default with respect to the payment of any amounts under a Transaction Document at the start of the Extension Period, IBM will extend the provision of such Services or Services Transfer Assistance as described in this Section 1.4, only if * and *
----------- during such Extension Period and * such Transaction Document for such * period. Equifax will be * for the remaining part of such Extension Period covered by such *


2. DEFINITIONS


In the Agreement (including each Transaction Document and the Supplement and Schedules thereto), the following terms will have the following meanings:


Action has the meaning given in Section 17.8.


AD/M means both Applications Development and Applications
Maintenance.


AD/M Projects means the Applications Development and Applications
Maintenance performed during the Term and the
production cutover date for the corresponding Scheduled
Projects and/or each New Service added during the Term
requiring the performance of Applications Development
and Applications Maintenance by IBM.


Affected Employees has the meaning given in Section 5.2.


Affiliates means, with respect to a Party, any entity at any time
Controlling, Controlled by or under common Control with
such Party.


Agreement means this Master Agreement for Operations Support
Services Agreement and the forms of Exhibits and
Schedules referenced herein and each Transaction
Document referencing the Master Agreement for
Operations Support Services and the Supplement and
Schedules referenced therein.


Annual Service Charge has the meaning given in the Supplement and or ASC Schedules to each Transaction Document for such
Transaction Document.


Applications Development means the programming of any new applications
software, and changes or enhancements to existing
Applications Software. Programming effort shall
include the pre and post development analysis,
planning, design, coding, testing, installation,
provision of a single set of program and training
documentation per Applications Software program
and training necessary to complete the task.


Applications Development means the pre and post development analysis, Methodology planning, design, coding, testing, installation,
provision of a single set of program and training
documentation per Application Software program and
training necessary to complete the task.


Applications Maintenance means defect identification and provision of
...