Master Agreement For Operations Support Services

Exhibit 10.43 to


Form 10-K

Certegy Inc.


CONFIDENTIAL TREATMENT REQUESTED.


CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN

REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE

COMMISSION, AND THE SPECIFIC PORTIONS THAT THE REGISTRANT

DESIRES TO BE KEPT CONFIDENTIAL HAVE BEEN MARKED WITH ***

AT THE REDACTED PORTION AND FOOTNOTED "CONFIDENTIAL

MATERIAL REDACTED AND FILED SEPARATELY WITH THE

COMMISSION" THE REGISTRANT HAS ALSO MARKED THE EXHIBIT

INDEX TO THE FORM 10-K TO INDICATE CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THE EXHIBITS.


Transaction Document February 25, 2003

CERTEGY/IBM CONFIDENTIAL

CERTEGY/IBM


Master Agreement for Operations Support Services

Transaction Document #03-01

(United States) 1.0 Introduction


This Transaction Document, effective as of March 5, 2003 (the "Effective Date"), is entered into by Certegy Inc., a corporation having its primary place of business at 11720 Amber Park Drive, Alpharetta, Georgia 30004 ("Certegy"), and International Business Machines Corporation ("IBM"), having offices located at Route 100, Somers, New York 10589. The Services (as defined herein) will be provided by IBM to Certegy under the terms and conditions of the Master Agreement for Operations Support Services dated June 29, 2001 between Certegy and IBM, as amended from time to time (the "Master Agreement"), and this Transaction Document, its Supplement and its Schedules A through V attached hereto for each Tower (this "Transaction Document"). Terms and conditions that are specific to this Transaction Document, but do not deviate from or conflict with the provisions of the Master Agreement, are set forth in Section 4.0 hereof entitled "Transaction Unique Terms." Terms and conditions of this Transaction Document that deviate from or are in conflict with the Master Agreement are set forth in Section 5.0 hereof entitled "Deviations from Terms of the Master Agreement." In the event of a conflict between the provisions of this Transaction Document and the Master Agreement, the provisions of the Master Agreement shall be controlling except for the deviating and conflicting provisions set forth in Section 5.0 hereof, which will control over the provisions of the Master Agreement.

2.0 Definitions


Terms capitalized herein but not defined herein shall have the meaning set forth in the Master Agreement and the Schedules attached hereto. Terms capitalized and defined herein shall have the meaning set forth herein.

a. Commencement Date has the meaning set forth in Section 4.1 herein.

b. Contract Year means the consecutive twelve month period beginning September 1 continuing through August 31 of the following year during the Term of this Transaction Document. The first Contract Year shall begin on September 1, 2003.

c. Custom Utility Software means code which causes the Applications Software and/or Systems Software and/or the Machines and/or Services to function, operate and/or communicate as part of an integrated compatible system in connection with the Services.

d. Customer Data means any information contained in a Customer Database.

e. Customer Database means any database at any time established (whether in magnetic, paper or other form) by, or on behalf of, or at the direction of, Certegy or an Authorized


Transaction Document February 25, 2003 CERTEGY/IBM CONFIDENTIAL

User under this Transaction Document which contains information relating to Certegy or its Authorized Users (including account and transaction data).

f. Certegy Data Center means the Certegy data center located in St. Petersburg, Florida, from which IBM provides the majority of the Services. g. Disaster Recovery Plan has the meaning set forth in Schedule G to this Transaction Document.

h. Effective Date has the meaning set forth in Section 1.0 herein.

i. Excusable Downtime has the meaning set forth in Schedule S to this Transaction Document.

j. Facilities means any location: (1) owned, leased, rented, or used by Certegy that IBM may use in providing the Services; and (2) that is listed in Schedule T (Facilities).

k. IBM Data Center means the IBM data center from which IBM provides console operations activities in support of the Services. l. IBM Help Desk means an IBM Customer Service Center from which IBM provides Help Desk Services.

m. IBM Logo Products means products made generally available by IBM or an Affiliate of IBM and bearing a logo of IBM and/or an IBM Affiliate. n. Master Agreement has the meaning set forth in Section 1.0 herein.

o. Procedures Manual has the meaning set forth in Section 4.6 herein.

p. Scheduled Downtime has the meaning set forth in Schedule S to this Transaction Document.

q. Sensitivity Factor has the meaning set forth in Schedule J 3.0 to this Transaction Document.

r. Services has the meaning set forth in Section 3.1 herein.

s. Systems management Control (SMC) has the meaning set forth in Section 4.5 herein.

t. Transaction Document has the meaning set forth in Section 1.0 herein.

u. Transition Plan means the plan for transition set forth in Schedule H to this Transaction Document.


Transaction Document US March 5, 2003 CERTEGY/IBM CONFIDENTIAL 3.0 Services, Charges and Credits

3.1 Services


IBM will provide to Certegy the Services for the Mainframe Tower:

? Mainframe Tower includes:

Help Desk Services

Desktop Services

SNA Network Services

The scope and composition of the Services and the responsibilities of the Parties with respect to the Services are detailed in each Schedule E to this Transaction Document with respect to the Mainframe Tower, and Schedules A through V attached hereto.


Any existing and future Projects under this Transaction Document for which IBM will be responsible will be described in Schedule N . Schedule N shall include, but not be limited to, project management, design, testing, documentation, implementation and training responsibilities for each Project and the charges with respect thereto.

3.2 Charges and Credits


In addition to other provisions in the Master Agreement and this Transaction Document addressing charges and credits, the Supplement and Schedule J hereto entitled "Charging Methodologies," set forth the pricing, charging methodologies and measures of utilization for the Services including, without limitation, the Baselines of Resource Units to be provided to Certegy by IBM hereunder, the Monthly Charges, Termination Charges and charges and credits for additional and reduced resources. Further, Schedule J and Schedule S hereto entitled "Service Levels and Service Credits" set forth certain credits to Certegy and/or charges to IBM. 4.0 Transaction Unique Terms

The terms and conditions in this Section 4 are in addition to the terms and conditions set forth in the Master Agreement, are specific to the Services arrangement described in this Transaction Document and are not intended to conflict with or deviate from any of the terms and conditions in the Master Agreement.

Transaction Document US March 5, 2003 CERTEGY/IBM CONFIDENTIAL

4.1 Term/Commencement Date

The term of this Transaction Document shall begin on t ...