Customer's Outsourcing Agreement

EXHIBIT 10.40


-- Panamco / EDS Confidential --


Customer's Outsourcing Agreement


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-- Panamco / EDS Confidential --


I. PREAMBLE


This Customer's Outsourcing Agreement (the "AGREEMENT"), dated to be effective as of December 1, 2000 (the "COMMENCEMENT DATE") is entered by and among Embotelladora Central, S.A., with its principal office at 26 Calle 6-02, Zona 11, Apartado Postal 161, Guatemala City, Guatemala (the "CUSTOMER"), and Electronic Data Systems (EDS) de Guatemala S.A., with its principal office in Guatemala at 7a. Avenida 5-10 Zona 4, Centro Financiero, Torre I, Nivel 10, Oficina 3, Guatemala City, Guatemala 01004 (the "VENDOR").


Whereas Electronic Data Systems Corporation ("EDS") and The Coca-Cola Company ("TCCC") have entered into a Master Outsourcing Agreement dated as of the 18 day of June, 1999, ("MASTER OUTSOURCING AGREEMENT"), a copy of which is attached hereto as Schedule M, which provides that a Customer (as that term is defined in the Master Outsourcing Agreement) may, upon the execution of a Customer's Outsourcing Agreement (as that term is defined in the Master Outsourcing Agreement), outsource various technical information services to an EDS affiliate upon the terms and conditions set forth in the Master Outsourcing Agreement as supplemented or modified by this Agreement;


Whereas the Customer wishes to outsource various technical information services to the Vendor on the terms and conditions set forth in the Master Outsourcing Agreement, as supplemented or modified by this Agreement;


Whereas the Vendor is capable of providing the technical information services required by this Agreement to be provided by Vendor to the Customer;


Now THEREFORE in consideration of the agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:


A. General


1. As of the Commencement Date all of the terms and conditions set
forth in the Master Outsourcing Agreement as supplemented or
modified by this Agreement, including all exhibits and
appendixes, shall be binding and enforceable between the
Customer and the Vendor.


a. The defined terms used in this Customer's Outsourcing
Agreement shall have the same meaning given to them in the
Master Outsourcing Agreement, including all exhibits and
appendixes thereto. Changes or amendments to the Master
Outsourcing Agreement made subsequent to the date hereof
shall only be effective for this Agreement if Customer and
Vendor hereto have so explicitly agreed in writing.


b. The Customer and the Vendor agree that they have both read
and do understand the Master Outsourcing Agreement,
including all exhibits and appendixes thereto.


c. Any reference to "Customer" herein shall include TCCC, its
divisions and subsidiaries and all entities directly or
indirectly involved in the manufacture or wholesale
distribution of TCCC products, provided that any such
entity shares information services with the Customer
during the Customer's Outsourcing Agreement Term.


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2. This Customer's Outsourcing Agreement shall supersede all
previous agreements and arrangements, written or oral, between
the parties on the subject matter hereof.


B. Definitions


In addition to the definitions in the Master Outsourcing Agreement,
the following definitions are applicable to this Agreement.


1. "CONTRACT YEAR" shall mean a twelve (12) consecutive month
period beginning at the Commencement Date and ending at
midnight on the day before the anniversary of the Commencement
Date in each subsequent year.


2. "DESKTOP SERVICES" are that portion of the Baseline Services
described as Desktop Services in Schedule B.


3. "HAND HELD TERMINALS" are the mobile computing terminals
generally used by the Customer sales force to take orders,
process invoices, perform sales settlements on delivery routes
and perform inventory control and in use by the Customer sales
force.


4. "HAND HELD SERVICES" are that portion of the Baseline Services
described as Hand Held Services in Schedule B.


5. "INTERNATIONAL TELECOMMUNICATIONS NETWORK MANAGEMENT SERVICES"
means the provision by Vendor, through duly licensed
telecommunications carriers, and management by Vendor in
accordance with the Telecommunications Management Services
described in Schedule B, of an international telecommunication
network connecting the Vendor Mexico City Data Center with
premises of an affiliate of Customer in San Jose, Costa Rica
for use in delivery and use of the Help Desk Services and
Midrange Services.


6. "KEY SYSTEMS" are those systems identified as Key Systems on
Schedule E-IV-C, made available through the Centralized
Services.


7. "LATIN AMERICA AGREEMENTS" are, collectively, this Customer's
Outsourcing Agreement together with the other seven Customer's
Outsourcing Agreements entered by and between affiliates of
Vendor and affiliates of Customer, each dated to be effective
as of December 1, 2000 and each incorporating the Master
Agreement with such additions and revisions as stated in such
Customer's Outsourcing Agreements, providing collectively for
services to be provided by Vendor and the affiliates of Vendor
to Customer and the affiliates of Customer in each of the
following countries: Mexico, the United States, Brazil, Costa
Rica (and Panama), Guatemala, Nicaragua, Colombia and
Venezuela.


8. "MIDRANGE SERVICES" are that portion of the Baseline Services
described as Midrange Services in Schedule B.


9. "NETWORK MANAGEMENT SERVICES" are that portion of the Baseline
Services described as Network Management Services in Schedule
B.


10. "PROJECT MANAGEMENT SERVICES" are that portion of the Baseline
Services described as Project Management Services in Schedule
B.


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11. "TELECOMMUNICATIONS MANAGEMENT SERVICES" are that portion of
the Baseline Services described as Telecommunications
Management Services in Schedule B.


C. Application of the Master Outsourcing Agreement


With reference to the below sections of the Master Outsourcing
Agreement, the parties to this Agreement have agreed to the
following particular terms and conditions:


II. TERM


A. Initial (2.03)


The initial term of this Agreement shall commence on the
Commencement Date and shall continue until midnight on the fifth
anniversary of the Commencement Date, unless terminated earlier
pursuant to Section 18 of the Master Outsourcing Agreement (the
"Initial Term").


III. PROVISION OF SERVICES


A. Description of Services (3.01)


The Baseline Services for this Agreement are described in Schedule B,
except for those portions of such Schedule B which refer expressly to
Services to be provided in another country other than Guatemala or
Central America , or in some cases are identified specifically by
reference to Guatemala or Central America


Schedule B describes generally the Baseline Services to be provided
by Vendor and affiliates of Vendor to Customer and affiliates of
Customer pursuant to the Latin America Agreements, and is being
attached and incorporated in substantially the same form to each of
the Latin America Agreements. It is acknowledged, however, that the
International Telecommunications Network Management Services, the
Midrange Services and the Help Desk Services described in Schedule B
shall not be provided by Vendor or paid for by Customer pursuant to
this Agreement, but rather shall be available to Customer and with
respect to Help Desk Services, Customer's Panamanian affiliate
because they shall be performed by an affiliate of Vendor operating
in Mexico and paid for by an affiliate of Customer operating in
Mexico pursuant to a different Latin America Agreement, and made
available to Customer by its affiliate on a shared use basis.
Similarly, the Project Management Services described in Schedule B
shall not be provided by Vendor or paid for by Customer pursuant to
this Agreement, but rather shall be available to Customer because
they shall be performed by an affiliate of Vendor operating in the
United States and paid for by an affiliate of Customer operating in
the United States pursuant to a different Latin America Agreement,
and made available to Customer by its affiliate on a shared use
basis. It is therefore agreed that any change in the terms of such
Latin America Agreements pertaining to Mexico and the United States,
as indicated, may affect the actual availability to Customer of the
International Telecommunications Network Management, Midrange, Help
Desk and Project Management Services provided pursuant thereto, and
that such terms may be changed by the parties to such agreements
without the consent and approval of Customer or Vendor. It is also
agreed that notwithstanding anything to the contrary provided in
this Agreement and its Schedules, Vendor shall have no liability or
responsibility to Customer under this Agreement with respect to any
delay or failure in the Service, including failure to achieve any


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Service Level, with respect to the International Telecommunications
Network Management, Midrange, Help Desk and Project Management
Services. Any such delay or failure in the International
Telecommunications Network Management, Midrange, Help Desk, or
Project Management Services shall be addressed solely in accordance
with the terms of the Latin America Agreements pursuant to which
such Services are provided and paid for by the affiliates of
Customer and Vendor.


In the event that the Latin America Agreement relating to services
to be provided by an affiliate of Vendor to an affiliate of Customer
in Mexico shall expire or terminate for any reason prior to the
expiration or termination of this Agreement, Customer agrees to
accept directly from the affiliate of Vendor providing such services
in Mexico such International Telecommunications Network Management,
Midrange and Help Desk Services, and to pay such affiliate of Vendor
Customer's proportionate share of usage (as allocated collectively
by Customer and the affiliates of Customer to account for the total
and communicated by written notice to Vendor and such affiliate of
Vendor) on a monthly basis of the fees payable to such affiliate of
Vendor for such International Telecommunications Network Management,
Midrange and Help Desk Services under such Latin America Agreement
on the date of its termination or expiration. Such fees payable
under such Latin America Agreement shall be grossed up to cover the
amount of any taxes required to be paid by any applicable law with
respect to such amounts due from Customer to such affiliate of
Vendor; the payment of such taxes being the obligation of Customer.
The parties hereto shall use their best efforts to agree on a
mutually satisfactory business arrangement to resolve the situation
in a different manner, and for that purpose Customer shall meet with
the affiliates of Customer and with Vendor and the affiliates of
Vendor party to all then continuing Latin America Agreements to
discuss and negotiate in good faith a different arrangement designed
to allow continued access to and use of the International
Telecommunications Network Management, Midrange and Help Desk
Services by Customer and the affiliates of Customer in a manner and
on terms mutually acceptable to all. It is understood that the
obligations of Customer under this paragraph may be enforced by the
affiliate of Vendor entitled to provide and receive payment for such
International Telecommunications Network Management, Help Desk and
Midrange Services as a third party beneficiary.


IV. DATA CENTERS


A. Data Center Location (4.01)


From the Commencement Date, Vendor shall deliver the Midrange
Services from the Data Center of an affiliate of Customer located at
San Jose, Costa Rica until completion of the Services described in
the Transition Plan. Following completion of such Services described
in the Transition Plan, an affiliate of Vendor shall deliver the
Midrange Services from a data center operated by it and located in
Mexico City (the "VENDOR MEXICO CITY DATA CENTER").


B. Improvements. (4.04)


Improvements to Customer's facilities that would constitute
"fixtures" will become the Customer's property and will be performed
at Customer expense.


V. PERFORMANCE STANDARDS


A. Description of Performance Standards (5.02 and 8.02)


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The Performance Standards and Service Levels to be applicable with
respect to this Agreement, and the applicability of the same during
the Transition Period, shall be as defined in Schedule E to this
Agreement. The credits that may be applicable in the event of any
failure by Vendor to achieve the Critical Service Levels with
respect to this Agreement shall be those identified by reference to
Guatemala or Central America in such Schedule E.


B. Adjustment of Service Levels (5.04)


Periodic adjustments of Service Levels and governing rules are
described in Schedule E to this Agreement.


C. Measurement and Monitoring (5.05) Measurement and monitoring of
Service Level performance are described in Schedule E to this
Agreement.


VI. PROJECT TEAM


A. Customer Project Manager (6.02)


The Customer Project Manager appointed as of the Commencement Date
is Rubens Padalino.


B. Vendor Project Manager (6.03)


The Vendor Project Manager (also referred to as the "CLIENT DELIVERY
EXECUTIVE" or the "CDE") appointed as of the Commencement Date is
Enrique Garcia.


C. Project Staff (6.06)


Key Staff Members are defined by reference to Guatemala in Schedule
G to this Agreement. Notwithstanding the terms of the Master
Agreement, (i) members of the Project Staff formerly employed by
Customer shall be considered to be Key Staff Members only if so
defined on Schedule G, and (ii) Vendor shall not reassign or replace
any such individual during the initial five (5) year term of this
Agreement except in those circumstances described in Section 6.06(b)
of the Master Outsourcing Agreement.


D. Contractors and Subcontractors (6.07)


Vendor contractors and subcontractors approved by Customer as of the
Commencement Date are identified on Schedule L to this Agreement.


E. Right to Hire (6.11)


It is recognized that the right of Customer to hire Vendor Personnel
during the Termination Assistance Period recognized by Section 6.11
of the Master Outsourcing Agreement shall not include any right of
Customer to hire the Vendor Project Manager.


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VII. OTHER VENDOR RESPONSIBILITIES


A. Reports (7.03)


Reports to be prepared periodically by Vendor are described in
Exhibit G of Schedule B to this Agreement.


B. Change Control Procedures (7.02)


The first draft of the Change Control Procedures to be applicable
for purposes of this Agreement shall be prepared by Vendor within
ninety (90) days of the Commencement Date and the parties shall use
their best efforts to have such Change Control Procedures agreed and
included in the Policy and Procedures Manual within one hundred
twenty (120) days of the Commencement Date.


C. Consents (7.04)


Customer shall have the obligation to obtain, and to pay for costs
associated with obtaining, required consents and approvals as
described in Section 7.04 of the Master Outsourcing Agreement,
including those specifically identified on Schedule N to this
Agreement.


D. Disaster Recovery Plan (7.11)


Arrangements for restoration and continued provision of the
Midrange, Network Management, and Help Desk Services (the
"CENTRALIZED SERVICES") in the event of a disaster, or force majeure
event, shall be addressed in a Disaster Recovery Plan which shall be
developed by Vendor within one hundred eighty (180) calendar days
following the Commencement Date and subsequently implemented by
Vendor following completion of the Services described in the
Transition Plan. Such Disaster Recovery Plan shall be designed to
allow for (i) restoration of the Key Systems provided through the
Centralized Services to be completed within forty eight (48) hours
and (ii) restoration of other Services to be provided by Vendor
within sixty (60) days, in each case following the declaration of
the occurrence of a disaster that inhibits the Vendor of providing
the Services. Such declaration shall be automatic if, at any time,
the Services are interrupted and not completely restorable in 24
hours from the occurrence of the event causing the outage.


VIII. TRANSITION TO VENDOR


A. Transition Plan (8.01)


The Transition Period shall begin with the Commencement Date and
shall be completed on or before the first anniversary of such date
in accordance with the Transition Plan defined and attached in
Schedule H to this Agreement.


B. Transitioned Customer Employees (8.03)


Certain Customer employees as are listed in Schedule J (the
"TRANSITIONING EMPLOYEES") may be offered employment with the Vendor
subject to employment policies of Vendor and the terms as set forth
in Schedule J. The Transitioning Employees who accept an offer of
employment with the Vendor will become employees of Vendor, and
shall commence such employment with Vendor on the date set forth in
Schedule J (such date being referred to as the "EMPLOYEE TRANSITION
DATE"). For each Transitioning Employee hired by Vendor, Customer's


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