Customer's Outsourcing Agreement

EXHIBIT 10.41


-- PANAMCO / EDS CONFIDENTIAL --


CUSTOMER'S OUTSOURCING AGREEMENT


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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 Panamco L.L.C., with its principal office at 701 Waterford Way, Suite 800,Miami, Fl 33126 USA (the "CUSTOMER"), and Electronic Data Systems Corporation with its principal office at 5400 Legacy Drive, Plano, Texas 75024 (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.


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


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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
Customer premises in Miami, Florida 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.


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


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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 the United
States, or in some cases may be identified specifically by references
to the United States, and with the exception that no Hand Held
Services and no Midrange Services will be provided by Vendor to
Customer.


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 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 only be provided by Vendor and
paid for by Customer pursuant to this Agreement, and made available by
Customer to 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, as indicated, may affect the actual availability
to Customer of the International Telecommunications Network
Management, Midrange, and Help Desk Services provided pursuant
thereto, and that such terms may be changed by the parties to such
agreement 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
Service Level, with respect to the International Telecommunications
Network Management, Midrange, and Help Desk Services. Any such delay
or failure in the International Telecommunications Network Management,
Midrange, or Help Desk Services shall be addressed solely in
accordance with the terms of the Latin America Agreement pursuant to
which such Services are provided and paid for by the affiliate of
Customer and Vendor.


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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)


Following completion of the Services described in the Transition Plan,
it is acknowledged that an affiliate of Vendor shall deliver the
Midrange Services to those affiliates of Customer entitled to receive
such 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)


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 the United
States in such Schedule E.


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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 the United States 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.


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.


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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 R ...