Provision of It Services For BT Contract, Dated March 29, 2007

Exhibit 10.8


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


CONTRACT NUMBER: 678650.


CONTRACT RELATING TO: PROVISION OF IT SERVICES TO BT


This CONTRACT is made this 29th day of March, 2007


BETWEEN


(1) BRITISH TELECOMMUNICATIONS PLC(registered in England and Wales under Company Number: 1800000) whose registered office is 81 Newgate Street, London, EC1A 7AJ ("BT")


(2) Virtusa UK Limited (registered in England under Company Number 05640127 whose registered office is 1 Callaghan Square Cardiff CF10 5BT ("the Supplier")


(referred together in the Contract as "the Parties")


For the sum of L1 payable to it by BT, Supplier shall complete and deliver to BT such work and/or equipment and/or services (as the case may be) as BT may order from time to time within the Term in accordance with the Contract which comprises this signed front sheet and the following appended documents:


1. DEFINITIONS 2. SCHEDULE 1: COE GENERIC REQUIREMENTS 3 SCHEDULE 2: CONDITIONS OF CONTRACT 4 SCHEDULE 3: MODEL CLAUSES FOR DATA PROTECTION 5 SCHEDULE 4: BT SECURITY REQUIREMENTS AND POLICY 6 SCHEDULE 5: NOT APPLICABLE 7 SCHEDULE 6: IT SERVICES 8 SCHEDULE 7: NOT APPLICABLE 9 SCHEDULE 8: CHANGE CONTROL PROCESS 10 SCHEDULE 9: CONFIDENTIALITY AGREEMENT 11 SCHEDULE 10: GENERIC STANDARDS


and which, in the case of conflict, shall have precedence in the order listed unless expressly stated otherwise in the Schedule.


SIGNED for and on behalf of SUPPLIER SIGNED for and on behalf of BT


SIGNATURE /S/ KRIS CANEKERATNE SIGNATURE /S/ MERYL BUSHELL
--------------------------- ------------------------------ NAME KRIS CANEKERATNE NAME MERYL BUSHELL


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


POSITION POSITION CHIEF IN COMPANY DIRECTOR IN COMPANY PROCUREMENT OFFICER - ---------- -------- ---------- -------------------


INDEX


PAGES
----- DEFINITIONS 2


SCHEDULE 1- REQUIREMENTS 6
1. INTRODUCTION 6
2. DESCRIPTION AND SCOPE OF WORK 6
3. SUPPLY RELATIONSHIP-INTENTIONALLY DELETED 6
4. PLACE OF WORK 6
5. ORDER OF PRECEDENCE 6


SCHEDULE 2- CONDITIONS 7
1. TERM 7
2. ORDER OF PRECEDENCE 7
3. QUALITY OF SERVICES 7
4. QUALITY REQUIREMENTS 7
5. COMPLIANCE WITH LAWS AND REGULATIONS 8
6. ASSIGNMENT AND SUBCONTRACTING 8
7. SUPPLIER OBLIGATIONS 9
8. SERVICE LEVELS 9
9. CONTRACT PERSONNEL 9
10. INDUCTION AND TRAINING 10
11. KEY PERSONNEL 10
12. ACCESS, ASSISTANCE AND PROGRESS REPORTS 10
13. MISTAKES IN INFORMATION 11
14. BT ITEMS AND PROPERTY 11
15. FORCE MAJEURE 12
16. SOURCING WITH HUMAN DIGNITY 13
17. ENVIRONMENTAL IMPACT 13
18. ELECTRONIC TRADING 14
19. GROUP COMPANIES 14
20. BT RESTRUCTURING 15
21. REGULATORY MATTERS 16
22. EURO CONFORMANCE 17
23. CONFIDENTIALITY 17
24. BENCHMARKING 19
25. VARIATIONS 19
26. SUSPENSION OF WORK 20
27. WORK SITE AND SECURITY 21


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


28. RISK ASSESSMENT 23
29. BT SECURITY POLICY REQUIREMENTS 23
30. PROTECTION OF PERSONAL DATA 24
31. TRANSFER OF UNDERTAKINGS 26
32. TAX AND NATIONAL INSURANCE 27
33. INTELLECTUAL PROPERTY 27
34. ESCALATION 30
35. WARRANTY 31
36. TITLE AND RISK 33
37. RIGHT TO REJECT 34
38. EXPORT 34
39. DOCUMENTATION 35
40. DELIVERY 35
41. DEFAULT/LIQUIDATED DAMAGES 35
42. TOOLING 36
43. TERMINATION 36
44. TRANSITION 39
45. EXIT STRATEGY COOPERATION 41
46. INDEMITY 42
47. LIMITATION OF LIABILITY 43
48. INSURANCE 43
49. PUBLICITY 44
50. SOFTWARE 44
51. SOFTWARE LICENCE 44
52. ESCROW 45
53. NOTICES 46
54. PRICING 46
55. PAYMENT AND INVOICING 46
56. GENERAL 46
57. NON-ASSIGNMENT 47
58. OPERATIONAL GOVERNANCE 47


SCHEDULE 3 MODEL CLAUSES FOR DATA PROTECTION 48
1. DEFINITIONS 49
2. DETAILS OF THE TRANSFER 49
3. THIRD-PARTY BENEFICIARY CLAUSE 49
4. OBLIGATIONS OF THE DATA EXPORTER 50
5. OBLIGATIONS OF THE DATA IMPORTER 51
6. LIABILITY 52
7. MEDIATION AND JURISDICTION 53
8. COOPERATION WITH SUPERVISORY AUTHORITIES 53
9. GOVERNING LAW 54
10. VARIATION OF THE CONTRACT 54


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


11. OBLIGATION AFTER THE TERMINATION PERSONAL DATA PROCESSING
SERVICES 54


SCHEDULE 3 APPENDIX A 56


SCHEDULE 3 APPENDIX B 57


SCHEDULE 4 THE BT SECURITY POLICY FOR SUPPLIER 58
1. DEFINITIONS 58
2. BT SECURITY REQUIREMENTS AND SUPPLIER'S OBLIGATIONS 59
3. ACCESS 61
4. SECURITY REVIEW 61
5. TERMINATION 62
6. RIGHTS AFTER TERMINATIONS 62
7. ACCESS TO SUPPLIER SYSTEMS 62
8. BUSINESS CONTINUITY 65


SCHEDULE 4 APPENDIX 1- BT SECURITY POLICY (SEE SEPARATE PDF FILE) 68


SCHEDULE 4 APPENDIX 2 - BT HUMAN RESOURCES RECRUITMENT POLICY 69
1. SUPPLIER'S SELECTION PROCESS 69
2. VETTING OF CONTRACT PERSONNEL 69
3. REFERENCING 71
4. QUALITY OF CONTRACT PERSONNEL 72


SCHEDULE 4 APPENDIX 2 - ANNEX 1 CRIMINAL DISCLOSURE DECLARATION 73


SCHEDULE 5 INTENTIONALLY LEFT BLANK 74


SCHEDULE 6- IT SERVICES 75
1. SCOPE OF WORK 75
2. ORDERING PROCESS 75
3. GENERIC CONTACT PERFORMANCE REQUIREMENTS 76
4. MANAGEMENT INFORMATION 77
5. HOURS OF SERVICE 77
6. THIRD PARTY SOFTWARE LICENCE 77
7. QUALITY REQUIREMENTS 78
8. PRICING AND PRICING ARRANGMENTS 78
9. NOT USED 79
10. PRICE SATISFACTION 79
11. INTENTIONALLY DELETED 79
12. CONTINUOUS IMPROVEMENT 79
13. EXIT TRANSITION CO-OPERATION 80


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


14. EXIT COSTS 81
15. ACCEPTANCE 82


SCHEDULE 6 APPENDIX 1 (PRICING) 85
1. IT SERVICES PRICING PRINCIPLES 85
2. PRICING MODELS 92


SCHEDULE 6- APPENDIX 2 WORK PACKAGE 100
1. DEFINITIONS 100
2. PROJECT BACKGROUND 100
3. DESCRIPTION AND SCOPE OF SERVICES 100
4. DELIVERABLES AND TRAINING AND DELIVERABLES 102
5. BT PROVIDED ITEMS 102
6. SUPPLIER PROVIDED EQUIPMENT 102
7. MAINTENANCE AND SUPPORT 102
8. BT SYSTEMS 102
9. NETWORK AND IT REQUIREMENTS 103
10. TIMETABLE 103
11. SITE 103
12. ACCEPTANCE 104
13. PERSONNEL 104
14. REPORTING 104
15. CHARGES 105
16. BT OBLIGATIONS 105
17. RISKS AND ASSUMPTIONS 105
18. QUALITY STANDARDS AND ASSURANCE, AND CODES OF PRACTICE 105
19. PERFORMANCE MEASUREMENT 105
20. ADDITIONAL 105
21. WORK PACKAGE PRICE 105


SCHEDULE 6- APPENDIX 2 WORK PACKAGE TEMPLATE-APPENDIX A 106


SCHEDULE 6- APPENDIX A, ANNEX 1 108


SCHEDULE 7- INTENTIONALLY LEFT BLANK 108


SCHEDULE 8- CHANGE CONTROL PROCEDURE 111
1. PRINCIPLES 111
2. PROCEDURES 111


SCHEDULE 9- CONFIDENTIALITY AGREEMENT 113


SCHEDULE 10- GENERIC STANDARDS 114


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


1. CONTACT RESPONSE 114
2. TABLE OF COMPLIANCE 114
3. EMBEDDED BT GENERIC STANDARD 11 FOR COMPLETION 114
4. BT GENERIC STANDARDS 13 AND 18 FOR ACCESS AND COMPLETION 114


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


IN CONFIDENCE


DEFINITIONS


In the Contract, the following expressions, where used, shall have the meanings respectively ascribed to them:


"ACCEPTANCE" means written acknowledgement by BT that Services, or part of them, have been completed in accordance with the Specifications, subject to any deficiencies stated in such acknowledgement. "Accept" and "Accepted" shall be construed accordingly;


"ACCEPTANCE TEST" means formal testing conducted to determine if the Work satisfies the criteria for Acceptance to enable BT to Accept the Work or any part;


"BT" means British Telecommunications plc, its successors and assigns;


"BT'S COMMERCIAL CONTACT" means such person whose identity and contact details may be notified to the Supplier's Commercial Contact from time to time;


"BT DATA" or "BT'S DATA" means all data, information, addresses, telephone numbers, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and ( i ) which are supplied or in respect of which access is granted to the Supplier by BT pursuant to this Contract, or ( ii ) which the Supplier is required to generate under this Contract, or ( iii ) which is obtained by the Supplier on behalf of BT for the purposes of this Contract;


"BT GROUP COMPANY" means in relation to BT, a company which is a subsidiary or a holding company of it, or any company which is a subsidiary of any such holding company, 'holding company' and 'subsidiary' having the meanings ascribed to them in section 736 Companies Act 1985 as amended;


"BT PROJECT MANAGER" means the BT operational representative the identity of who to be advised as and when an order is placed through Work Package and/or Purchase Order;


"BT SYSTEM" means any equipment, databases, software and any other material owned and/or provided by the Customer which BT uses or interfaces with in order to provide the Services;


"BT ITEMS" means all items provided by BT to the Supplier and all items held by the Supplier which belong to BT in connection with this Contract;


"CHANGE CONTROL PROCEDURE" means the procedure under which the BT may make a request for a change to the Contract, including a change to the Services, all as described in Schedule 10;


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IN CONFIDENCE


"CHARGES" means the sums payable for the Services as described in Schedule 12 of this Contract and/or within each Work Package and/or Purchase Order;


"COMMENCEMENT DATE" means April 1st, 2007;


"CONTRACT" means this Contract including the schedules and appendices attached to it;


"CONTRACT PERSONNEL" means the Supplier's employees, subcontractors and agents (and their employees, subcontractors and agents) engaged in the performance of the Contract;


"CENTRES OF EXCELLENCE" means one of the domains to which the Services are mapped into;


"CREATED INFORMATION" all Information generated in the course of or arising from the performance of the Contract;


"CUSTOMER" means BT external customer and who receive the benefit of the Services;


"DESIGN INFORMATION" means any Information provided by BT concerning the purpose, manufacture, design or configuration of Services;


"EFFECTIVE DATE" means the commencement date of the applicable Work Package;


"EQUIPMENT" means all components, materials, plant, tools, test equipment, documentation, firmware, Software, spares and parts and things comprised in Services;


"EXTENDED TERM" means extension of the Initial Term on twelve (12) monthly basis;


"FINANCIAL YEAR" means the period beginning April to the end of the following March;


"FUNCTIONAL SPECIFICATION" - the Supplier's functional specification for the Software as supplied to BT or as published by the Supplier;


"INFORMATION" means information whether in tangible or any other form, including, without limitation, specifications, reports, data, notes, documentation, drawings, software, computer outputs, designs, circuit diagrams, models, patterns, samples, inventions, (whether capable of being patented or not) and know-how, and the media (if any) upon which such information is supplied;


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IN CONFIDENCE


"INITIAL TERM" means a period of five years, commencing on the Commencement Date, or such longer period as provided by the Contract;


"INTELLECTUAL PROPERTY RIGHT(S)" means any patent, petty patent, trade marks, service marks, trade names, copyright, database rights, design right, community design right, semiconductor topography right, registered design, rights in know-how, or any similar right in any part of the world and shall include any applications for the registration of any patents or registered designs or similar rights capable of registration in any part of the world;


"KEY PERFORMANCE INDICATORS" or "KPI'S" means the performance indicators which BT shall use as a means of measuring and monitoring the performance of the Supplier of this Contract, as may be amended by agreement in writing from time to time;


"LIQUIDATED DAMAGES" means the liquidated damages payable to BT in the event of a failure as set out in each Work Package or payment by BT of liquidated damages under clause 1.7 of Schedule 6 of this Contract.


"OFF-SITE TESTS" means all tests, specified in the Contract to be carried out on Services prior to delivery to the Site;


"OFFSHORE WORKING DAY" means 8 hours in any business day.;


"PURCHASE ORDER" means the order issued by BT to Supplier detailing the Charges, the Equipment, the Services and any other relevant information being ordered by BT and shall be deemed accepted when duly authorised and issued by BT under this Contract;


"REPLACEMENT WORK" means re-allocation of the Work provided by the Supplier under this Contract to BT or another supplier as notified by BT;


"SERVICES" means the service or where appropriate part of a service described in this Contract and Schedule 5, 6 and 7 which include all Equipment, Information and Work supplied to BT by Supplier;


"SERVICE LEVELS, SLAS, SERVICE LEVEL AGREEMENT" means the document attached to the Contract in the Work Package defining the service levels applicable to the Services;


"SITE" means location(s) or premise(s) specified by BT, upon which the Supplier is to provide services, install and/or deliver Services or perform Work;


"SOFTWARE" means all computer programs including but not limited to all source code and object code whether in machine readable, optically readable or any other format comprised in Services and the media on which it is supplied;


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IN CONFIDENCE


"SPECIFICATION" any specification of Services provided by BT, and agreed to by the Supplier in each Work Package and/or Purchase Order under this contract.


"STATEMENT OF REQUIREMENTS" means the project plan document or statement of work issued by BT to the Supplier, and agreed to in writing by Supplier, detailing all of the responsibilities and deliverables by Supplier to BT;


"SUBCONTRACTOR" means any person, partnership or corporation with whom the Supplier places a contract and/or an order for the supply of any equipment, item, service or for any work in relation to the Contract, and "Subcontract" shall be construed accordingly;


SUPPLIER'S BACKGROUND INFORMATION" means any Information owned or controlled by the Supplier;


"SUPPLIER'S COMMERCIAL CONTACT" such person whose identity and contact details may be notified to BT's Commercial Contact from time to time;


"SUPPLIER'S EQUIPMENT" means all items except BT Items brought onto Site by the Supplier in connection with, but not for incorporation in the Services, and which have not been supplied by BT;


"SUPPLIER SYSTEM" means any equipment, databases, software and any other material owned and/or provided by the Supplier which the Supplier uses or interfaces with in order to provide the Services;


"SYSTEMS" means the combination of telecommunications and computer hardware, computer software, computer peripherals and other items which the Supplier has and/or may develop and/or supply hereunder in order to perform the Services including the Supplier's business organisation and processes;


"TERM" means both Initial Terms and Extended Term


"UK WORKING DAY" means between the hours of 08:00 and 18:00, Monday to Friday;


"WORK" means work the Contract requires to be undertaken for BT.


"WORK PACKAGE" means a request for Services, in the form attached hereto as Schedule 6, issued by any BT Group Company to the Supplier pursuant to which the Supplier is to provide Services to such BT Group Company in accordance with the specifications set forth therein if accepted by the Supplier, such acceptance to be evidenced by a signature of the authorised representative of the Supplier.


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IN CONFIDENCE


SCHEDULE 1 - REQUIREMENTS


1. INTRODUCTION


1.1 This Contract governs the relationship between the Parties for the supply
of Services by the Supplier to BT. It is intended as a broad agreement
between the Parties under which BT shall procure Services from the
Supplier. Each Work shall be performed in accordance with BT's COE Generic
Requirements and the Conditions of the Contract, including BT Generic
Standards (hereinafter collectively referred to as "Terms and Conditions")
and all the Schedules appended herein in this Contract.


1.2 These Schedules shall be supplemented or varied to meet the requirements of
BT through agreed Statement of Requirements and authorised Work Packages
and/or Purchase Order.


2 DESCRIPTION AND SCOPE OF WORK


2.1 The Supplier shall provide the following provision of Services in the
Initial Term and Extended Term (as the case may be) in order to support the
range of BT products and services:


2.1.1 INTENTIONALLY LEFT BLANK.


2.1.2 A range of IT Services to BT, including, but not exclusively, all or some
of the IT Services listed below in Schedule 6 ("IT Services").


2.1.3 INTENTIONALLY LEFT BLANK


2.1.4 INTENTIONALLY LEFT BLANK


2.2 Further particulars of the Services are described in Schedule 6 herein.


3 SUPPLY RELATIONSHIP-INTENTIONALLY DELETED


4 PLACE OF WORK


Work shall be undertaken at the BT and/or Customer site and/or Supplier's Site/s as required by BT and confirmed in the Work Package and/or Purchase Order.


5 ORDER OF PRECEDENCE


To the extent that the following documents form part of or apply to the Contract, in the case of conflict they shall have the following order of precedence:


1 signed Purchase Order or Work Package (as the case may be)


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