Master Agreement For Operations Support

EXHIBIT 10.26


MASTER AGREEMENT
FOR
OPERATIONS SUPPORT SERVICES


Version 4.0


This Master Agreement is entered into as of May 11, 1999 (the "Effective
---------
Date"), between
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1. Electronic Data Systems Corporation, a Delaware corporation ("EDS")


AND


2. Equifax Payment Services, Inc., a Delaware corporation ("Equifax").


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 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 EDS:


Electronic Data Systems Corporation


Signature: /s/ Illegible
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Title:
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Signed for and on behalf of Equifax:


Equifax Payment Services, Inc.


Signature: /s/ Illegible
------------------------------------


Title:
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TABLE OF CONTENTS
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Page
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1. PURPOSE/STRUCTURE/TERM OF AGREEMENT..................................... 1


1.1. Purpose of Agreement............................................... 1
1.2. Structure of Agreement............................................. 2
1.3. Term of Agreement.................................................. 2
1.4. Extension of Services.............................................. 2


2. DEFINITIONS............................................................. 2


3. THE SERVICES............................................................ 3


3.1. Obligation to Provide Services..................................... 3
3.2. Performance........................................................ 3
3.3. Disaster Recovery Services......................................... 4
3.4. Inspections and Audits............................................. 4
3.5. Resources and Facilities........................................... 5
3.6. Data and Security.................................................. 6
3.7. Technology Refresh................................................. 7
3.8. Software Licenses.................................................. 7
3.9. Software Currency.................................................. 8
3.10. Viruses........................................................... 9
3.11. Software - Substitutions and Additions............................ 9
3.12. Third Party Agreements - Substitutions and Additions.............. 9
3.13. New Services......................................................10
3.14. Affiliates........................................................10


4. WARRANTIES/REPRESENTATIONS/COVENANTS....................................11


4.1. Work Standards.....................................................11
4.2. Noninfringement....................................................11
4.3. Disabling Code.....................................................11
4.4. Authorization and Enforceability...................................11
4.5. Disclaimer.........................................................11
4.6. Regulatory Proceedings and Compliance with Laws....................11
4.7. Year 2000 Warranty.................................................12
4.8. Covenant of Cooperation and Good Faith.............................12
4.9. Compliance with Standards..........................................12


5. TRANSITION..............................................................12


5.1. Transition Plan....................................................12
5.2. [*]................................................................12


6. INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS.........................13


6.1. Integrated Planning Team...........................................13
6.2. Projections/Plans..................................................13
6.3. Agreement Change Control Process...................................14


* Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933.


7. SERVICES STAFFING/MANAGEMENT/ADMINISTRATION.............................15


7.1. Project Executives and Managers....................................15
7.2. Replacement of Personnel...........................................15
7.3. Retention of Experienced Personnel.................................15
7.4. Efficient Use of Resources.........................................16
7.5. Key Positions......................................................16
7.6. Hiring of Employees................................................16


8. RELATIONSHIP PROTOCOLS..................................................16


8.1. Evolving Nature of Relationship....................................16
8.2. Required Consents..................................................17
8.3. Appointment as Attorney In Fact....................................18
8.4. Conflicts of Interests.............................................19
8.5. Alternate Providers................................................19
8.6. Use of Subcontractors..............................................20
8.7. Equifax Approvals and Notification.................................20


9. CHARGES/NEW SERVICES/INVOICES/PAYMENTS..................................21


9.1. Disbursements......................................................21
9.2. Monthly Charges....................................................21
9.3. [*]................................................................21
9.4. Annual Adjustment..................................................21
9.5. Taxes..............................................................22
9.6. New Services.......................................................22
9.7. Invoice Payment....................................................22
9.8. Benchmark Study....................................................23
9.9. Service Credits....................................................23
9.10. Other Credits.....................................................24
9.11. RESERVED..........................................................24
9.12. Disputed Charges/Credits..........................................24
9.13. Reduction of Equifax Work.........................................24


10. INTELLECTUAL PROPERTY RIGHTS.............................................25


10.1. Ownership of Materials............................................25
10.2. Obligations Regarding Materials...................................25


11. CONFIDENTIALITY..........................................................26


11.1. Confidential Information..........................................26
11.2. Obligations.......................................................26
11.3. Exclusions........................................................27
11.4. Loss of Company Information.......................................27
11.5. Limitation........................................................27


12. TERMINATION..............................................................27


12.1. Termination By Equifax............................................27
12.2. Termination by EDS................................................28
12.3. [*]...............................................................28
12.4. Services Transfer Assistance......................................28


* Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933.


12.5. Other Rights Upon Termination.....................................29
12.6. Effect of Termination/Survival of Selected Provisions.............30


13. LIABILITY................................................................30


13.1. Liability Caps....................................................31
13.2. Exclusions........................................................31
13.3. Direct Damages....................................................31
13.4. Dependencies......................................................31
13.5. Remedies..........................................................32


14. INDEMNITIES..............................................................32


14.1. Indemnity by EDS..................................................32
14.2. Indemnity by Equifax..............................................33
14.3. Employment Actions................................................34
14.4. Exclusive Remedy..................................................34
14.5. Indemnification Procedures........................................35


15. INSURANCE AND RISK OF LOSS...............................................35


15.1. EDS Insurance.....................................................35
15.2. Risk of Property Loss.............................................36
15.3. Mutual Waiver of Subrogation......................................36


16. DISPUTE RESOLUTION.......................................................37


16.1. Dispute Resolution Procedures.....................................37
16.2. Continued Performance.............................................38


17. GENERAL..................................................................39


17.1. Relationship of Parties...........................................39
17.2. Entire Agreement, Updates, Amendments and Modifications...........39
17.3. Force Majeure.....................................................39
17.4. Nonperformance....................................................40
17.5. Waiver............................................................40
17.6. Severability......................................................40
17.7. Counterparts......................................................40
17.8. Governing Law.....................................................40
17.9. Binding Nature and Assignment.....................................40
17.10. Notices..........................................................41
17.11. No Third Party Beneficiaries.....................................41
17.12. Other Documents..................................................41
17.13. Consents and Approvals...........................................42
17.14. Headings.........................................................42


EXHIBITS TO THE MASTER AGREEMENT
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Exhibit - -------


1 Master Agreement Structure Diagram and Form of Transaction Document


2 Definitions


3 List of Transaction Document Schedules


4 "Integrated Planning Team Charter and Operating Procedures Guidelines"


1. PURPOSE/STRUCTURE/TERM OF AGREEMENT


1.1. Purpose of Agreement


(a) EDS is a provider of a broad range of information technology operations and
support services 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. EDS desires to provide certain of
these operations and support services to the Equifax Group for the Equifax
Business as currently performed by the Equifax Group and as envisioned to
be required for the Equifax Business and the Equifax Group during the Term,
and to perform and assume the functions, responsibilities and tasks
attendant with such operations and support services. Equifax desires that
such operations and support services for the Equifax Business and the
Equifax Group and the attendant functions, responsibilities and tasks, be
performed and assumed by EDS. This Agreement documents the terms and
conditions under which (1) the Equifax Group will obtain such operations
support services from EDS, and (2) EDS 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 certain goals and objectives for the EDS
engagement pursuant to the Agreement. These goals and objectives include
the following: (i) engaging EDS (A) to provide, and cause to be provided
through its Affiliates and subcontractors, certain information technology
operations and support services to the Equifax Group as the Equifax
Business evolves over the Term; (B) to efficiently and timely provide such
operations and support services to, and perform and assume the functions,
responsibilities and tasks attendant with such services for, the Equifax
Business and the Equifax Group at levels appropriate to fulfill the
requirements of the Equifax Business and the Equifax Group; and (C) to
proactively define and propose cost effective solutions to improve the
efficiency and functionality of the information management systems
operations of the Equifax Group comprising such services in support of the
Equifax Business; (ii) securing favorable rates for existing resource
consumption and additions to and reductions in resource consumption by the
Equifax Group and increasing flexibility regarding resources chargeable and
available to the Equifax Group from EDS; (iii) taking advantage of new
and/or proven business processes and information technologies to improve
the performance, efficiency and cost to performance ratios experienced by
the Equifax Group and to enable the Equifax Group to respond to market
requirements for the Equifax Business; (iv) enhancing the current
operations functionality of the Equifax Group's processes, systems and
service levels comprising such services; (v) minimizing any potential
operating and financial risks to the Equifax Group; (vi) ensuring the
efficiency, stability and security of existing and future processes,
systems and service levels; (vii) evolving the support services, processes,
systems and service levels to meet the dynamic requirements of the Equifax
Group and Equifax Business; and (viii) providing processes and procedures
to transition such services back to the Equifax Group or to another service
provider from EDS with minimal disruption.


(c) EDS recognizes that the Equifax Group expects to be treated as a valued and
commercially favored customer. EDS agrees that the definition of customer
satisfaction goes beyond EDS's performance against established service
levels and requires that EDS exhibit a customer service attitude focused on
assisting Equifax where commercially reasonable to attain the goals and
objectives described in Section 1.1(b), including, without limitation,
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reducing the operations support costs of and improving service levels to
the Equifax Group and the customers of the Equifax Group.


(d) The provisions of this Section 1.1 are intended to be a statement of the
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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 not required by the Agreement. To the
extent that the terms and conditions of the Agreement are unclear or
ambiguous, such terms and conditions are to be interpreted and construed
consistent with the purposes set forth in this Section 1.1.
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1.2. Structure of Agreement


(a) As of the Effective Date, the Services will be grouped around the cluster
of services described in the Schedules to each Transaction Document.


(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;
and (ii) each Transaction Document including the Schedules referenced in
each Transaction Document as illustrated in Exhibit 3.
--------- (c) The Services will be the subject of one or more Transaction Documents.
Each Transaction Document will include Schedules in the forms described in
Exhibit 1, configured as noted on Exhibit 3. The Transaction Documents
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will collectively define the Services provided to the Equifax Group across
multiple Towers 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 to an individual Transaction Document expressly
specifically note the deviations from the terms of the Master Agreement for
the purposes of such Transaction Document on a Schedule P to the
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Transaction Document entitled "Deviations From Terms of Master Agreement."
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(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.


1.3. Term of Agreement


The Term of the Agreement will begin as of the Effective Date and will terminate upon the tenth (10th) anniversary thereof, unless earlier terminated or extended in accordance with the provisions of this Agreement. The term of each Transaction Document will be for the period set forth therein, which period may not exceed the Term. If the Parties do not agree upon the terms, conditions and pricing applicable to such renewal period no later than one hundred eighty (180) days prior to the expiration date of the Term, Equifax may extend the Term of the Agreement and the term of any Transaction Document for an additional period of up to one (1) year on the terms, conditions and pricing then in effect.


1.4. Extension of Services


Equifax may request and EDS will once extend the provision of the Services Transfer Assistance pursuant to any Transaction Document for the Extension Period upon not less than ninety (90) days prior written notice before the scheduled termination or expiration of the provision of the Services or Services Transfer Assistance, or if applicable, notice given within thirty (30) days after the effective date of a notice of termination for any reason by either Party. Any such extension shall be on the terms, conditions and pricing then in effect at the time of the commencement of such extension including, without limitation, Section 12.4 of the Agreement.
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2. DEFINITIONS


In the Agreement (including each Transaction Document and the Schedules thereto) all capitalized terms shall have the meanings set forth in Exhibit 2.
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2


3. THE SERVICES


3.1. Obligation to Provide Services


(a) Starting on the Commencement Date of each Transaction Document and
continuing during the term of each such Transaction Document, EDS shall
provide the Services to, and perform the Services for, the Equifax Group.


(b) There may be functions, responsibilities, activities and tasks not
specifically described in the Agreement (including the Transaction
Documents) which are required for the proper performance and provision of
the Services and are an inherent part of, or a necessary sub-part included
within, the Services. If such functions, responsibilities, activities and
tasks are determined to be required for the proper performance and
provision of the Services or are an inherent part, or a necessary sub-part
included within, the Services, such functions, responsibilities, activities
and tasks shall be deemed to be implied by and included within the scope of
the Services, to the same extent and in the same manner as if specifically
described in the Agreement (including the Transaction Documents). Each
such determination shall be made by agreement of the Parties or resolved
pursuant to the dispute resolution provisions of Section 16.
---------- (c) EDS is engaged by Equifax on a non-exclusive basis to provide the Services
under the Agreement and each Transaction Document and accordingly, Equifax
may engage a third party to perform, or itself perform, the Services or
any element of the Services, at any time.


3.2. Performance


(a) EDS agrees that the performance of the Services covered by each Transaction
Document will meet or exceed each of the applicable Performance Standards
and Minimum Service Levels set forth in the Schedules to each such
Transaction Document, subject to the limitations and in accordance with the
provisions set forth in the Agreement.


(b) Concurrent with the Business and Operations Support Plan review process
described in Sections 6.1 and 6.2 and more often if requested by Equifax,
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Equifax and EDS will review and agree to commercially reasonable changes,
modifications, deletions and replacements of and additions to the
Performance Standards, the Minimum Service Levels and the Service Credits
under each Transaction Document for the purposes of better and more timely
reflecting, facilitating and supporting the continuing development, and
evolving priorities of the Equifax Group and the Equifax Business. Any
such changes will be implemented through the Change Control Process. The
Parties intend that the Performance Standards and the Minimum Service
Levels will not be less favorable to the Equifax Group during the term of
the Transaction Document to which they are applicable than they are at the
initiation of the Services pursuant to such Transaction Document, and will
be improved over time. The Parties agree to cooperate and deal with each
other in good faith to promptly resolve on a reasonable basis in consonance
with the purposes of the review process, any differences between the
Parties regarding appropriate changes to, modifications of, additions to,
deletions of and replacements of the Performance Standards, the Minimum
Service Levels and the Service Credits.


(c) Subject to Equifax's prior approval (which approval shall not be
unreasonably withheld), EDS shall implement the necessary measurement and
monitoring tools and procedures required to set Resource Unit Baseline
measurements and to measure and report EDS's performance of the Services
against the Performance Standards and Minimum Service Levels as such
standards and levels may be developed, modified and changed during the term
of each Transaction Document and as the Services may evolve and be
supplemented and enhanced during each such term. Such measurement and
monitoring shall permit reporting at a reasonable level of detail
sufficient to verify compliance with the Performance Standards and Minimum
Service Levels and application of any attendant Service Credits. EDS shall
prepare and maintain detailed records regarding its compliance with the
Performance Standards and Minimum Service Levels and the determination and
application of attendant Service Credits, and shall permit Equifax and its
designees access to all such records for the purposes of performing
verifying audits, planning and identifying possible process improvements.
Upon request, EDS shall provide


3


Equifax with information and reasonable access to such tools and
procedures, and the records relating thereto, for purposes of verification
of the reported performance levels.


3.3. Disaster Recovery Services


EDS will provide Disaster Recovery Services under each Transaction Document in accordance with Schedule G to each Transaction Document. If EDS fails to
---------- provide Disaster Recovery Services to the extent and in accordance with the time table set forth in such Schedule G for a period set forth therein, Equifax will
---------- be entitled, at its election to terminate such Transaction Document pursuant to Section 12.1(a) (without giving the notices and observing the cure periods set - --------------- forth in Section 12.1(a)) upon written notice to EDS. If Equifax elects to
--------------- terminate such Transaction Document as described in this Section 3.3, Equifax
----------- shall give notice to EDS of such election within thirty (30) days after the occurrence of the event on which such termination is based. In the event of a termination of such Transaction Document is authorized under this Section 3.3,
------------ Equifax shall not be required to pay any Termination Charges or Wind-Down Expenses to EDS. Such termination shall not constitute the sole and exclusive remedy of Equifax for such failure of performance by EDS, and Equifax may treat such termination as a termination for cause pursuant to Section 12.1(a).
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3.4. Inspections and Audits


(a) EDS shall maintain a complete audit trail of all financial and non-
financial transactions resulting from or arising in connection with the
Agreement. EDS shall provide to Equifax, its auditors (including internal
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