EX-10.3 7 d683803dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

MASTER TRANSITION SERVICES AGREEMENT

This Master Transition Services Agreement (this “Agreement”) is entered into as of [], 2014, between Exelis Inc., an Indiana corporation (“Exelis”) and Vectrus, Inc., an Indiana corporation (“Vectrus”). Each of Exelis and Vectrus is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, between Exelis and Vectrus (as such may be amended from time to time, the “Distribution Agreement”).

W I T N E S S E T H :

WHEREAS, the Board of Directors of Exelis has determined that it is appropriate, desirable and in the best interests of Exelis, Exelis’s shareholders and Exelis’s other constituents, to separate, pursuant to and in accordance with the Distribution Agreement, Exelis into two separate, publicly traded companies, one for each of (i) the Exelis Retained Business, which shall be owned and conducted, directly or indirectly, by Exelis and (ii) the MS Business, which shall be owned and conducted, directly or indirectly, by Vectrus.

WHEREAS, in order to provide for an orderly transition under the Distribution Agreement, each of Exelis and Vectrus desires to provide to the other certain services for specified periods following the Distribution Date, all in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

 

  1. Services Provided.

(a) With respect to each Service (as defined in Section 1(b)), the Party required to provide such Service is the “Service Provider” and the other Party is the “Service Recipient”. In performing the Services, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider (as defined in Section 1(b)) shall provide, the Services in the same manner, within the same amount of time and at the same level of service (including, as applicable, with respect to type, frequency, quality, and quantity), with the same degree of reasonable skill and care and with the same level of security and control as provided and used in providing the Services during the twelve month period prior to the Distribution Date (excluding any actions taken in contemplation of the Distribution). Notwithstanding the foregoing, if there is an increase in the complexity of a Service (whether as a result of increased quantity or quality, changing frequency or regulatory requirements or otherwise), Service Recipient acknowledges and agrees that such Service may not be provided within the same amount of time as it had previously taken during such period, and, in such a case, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider shall provide, such Service in a timely manner. Notwithstanding anything herein to the contrary, the Services are to be provided in a manner that does not disparately treat Service Recipient (or its Subsidiaries or its or their


personnel or business) as compared to Service Provider’s treatment of itself (or its Affiliates or its or their personnel or business) in connection with the provision of a Self-Service (as defined in Section 2(a)(v)).

(b) During the period commencing on the Distribution Date and ending on the date that is two (2) years from the date thereof, unless an earlier or later date is otherwise specified for a Service on Schedule A or Schedule B hereto (for each such Service, such end date being herein referred to as the “Termination Date”, with Schedule A and Schedule B being herein referred to as the “Services Schedules”), Service Provider shall provide, or shall cause one or more of its Affiliates or a contractor, subcontractor, vendor or other third-party service provider (each, a “Third Party Provider”) to provide, upon the terms and subject to the conditions set forth herein, the services described on the Services Schedules, including under the headings “General Services Description” and “Scope of Services” (the “Services”); provided, Service Provider shall obtain the consent of Service Recipient (not to be unreasonably withheld, delayed or conditioned) in the event any such Service is to be provided by a Third Party Provider or Affiliate if such Services were not provided by such Third Party Provider or Affiliate to Service Recipient during the twelve month period prior to the Distribution Date; provided further, Service Provider shall remain primarily responsible for the performance by any such Affiliate or Third Party Provider of its obligations hereunder. Irrespective of whether Service Provider, an Affiliate or a Third Party Provider is providing a Service, Service Recipient may direct that any such Service be provided directly to Service Recipient or any other member of such Party’s Group.

(c) Each Service provided hereunder shall be terminated on its applicable Termination Date (as defined in Section 1(b)), unless otherwise terminated earlier by Service Recipient pursuant to Section 11. Service Provider shall be under no obligation to provide a Service to Service Recipient after the Termination Date applicable to such Service, except to the extent otherwise agreed in writing by Service Provider and Service Recipient.

 

  2. Consideration.

(a) Costs and Fees.

(i) For each Service, Service Recipient shall pay (in accordance with Section 2(b)) Service Provider an amount equal to the Monthly Costs (as defined in Section 2(a)(i)(1)); provided that (i) for any Service performed from and after January 1, 2015 through and including the day before the expiration date of the Minimum Service Period (as defined in Section 11(b)) for such Service, Service Recipient shall pay, along with and in addition to such Monthly Costs, an amount equal to 2% of such Monthly Costs, and (ii) for any Service performed from and after the expiration date of the Minimum Service Period for such Service through and including the date as of which the provision of such Service hereunder has been terminated, Service Recipient shall pay, along with and in addition to the Monthly Costs, an amount equal to 10% of such Monthly Costs, unless, upon request by Service Recipient to terminate a Service, Service Provider is unable to transition the Service to Service Recipient or its designated Subsidiary in a commercially reasonable manner which does not unduly disrupt the Service and as a result, Service Recipient is unable to terminate such Service on or after the date on which the Minimum Service Period expires (in which case any third party, out-of-pocket costs resulting to Service Recipient shall be shared in accordance with Section 11(b)).

 

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(1) The “Monthly Costs” for each Service shall be an amount equal to the sum of (A) the costs or expenses incurred as set forth on the applicable Services Schedule; provided that if a Services Schedule is silent regarding costs and expenses, the amount under this subsection (A) shall be equal to Service Provider’s allocated costs (including salary, wages and benefits, but excluding severance and retention costs, which shall be handled pursuant to Section 2(a)(ii)) for any of its (or its Affiliates’) employees involved in providing Services, plus (B) any reasonable out-of-pocket costs and expenses incurred in connection with retaining Third Party Providers, including any fees for any Third Party License, Third Party Consent or Alternate Method, or pursuing any warranty or indemnity against a Third Party Provider in accordance with Section 3(d); plus (C) any sales, transfer, goods, services, value added, gross receipts or similar taxes, fees, charges or assessments (including any such taxes that are required to be withheld); provided that the Parties agree to use commercially reasonable efforts to minimize any such tax with respect to the Services, plus (D) other reasonable miscellaneous out-of-pocket costs and expenses; provided, however, that any such expenses exceeding $5,000 per month for each Service (other than routine business travel and related expenses) shall require advance approval of Service Recipient. The Monthly Costs for a Service shall not include any severance and retention costs incurred by Service Provider as a result of retaining the necessary employees to supply such Service to Service Recipient in accordance with the terms of this Agreement, which costs shall be handled pursuant to Section 2(a)(ii) below.

(2) Any costs and expenses provided for on a Services Schedule shall be subject to an increase of 4.5% per annum beginning on January 1, 2015 in order to adjust for inflation.

(3) Service Provider shall notify Service Recipient of any event that may reasonably be expected to increase the Monthly Costs by more than 5%.

(ii) Subject to the terms of this Section 2(a)(ii), Service Provider shall use commercially reasonable efforts to retain its workforce required to provide the Services and, consistent with its severance and retention policies then in effect, may make severance and retention payments to employees providing the Services. As provided for on Annex A (the “Severance and Retention Schedule”), Service Recipient shall be responsible for the percentage as therein provided of Service Provider’s actual severance and retention costs (which are estimated in the Severance and Retention Schedule) for those individuals or job descriptions as set forth therein; provided that Service Recipient shall only be so responsible for its portion of severance costs if such costs were incurred as a result of terminating such an employee in connection with the termination of a Service; provided further that (a) if the severance and retention costs change from the estimates provided in the Severance and Retention Schedule, Service Recipient shall be responsible for its percentage of such costs so long as such change in costs is consistent

 

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with the Service Provider’s severance and retention policies as then in effect and (b) any such employee is actually terminated and not rehired for at least ninety (90) days following such termination. Service Provider shall prepare and deliver, within thirty (30) days following the end of each quarterly period ending each March 31, June 30, September 30 and December 31 (it being understood that the first such period shall be shorter than one quarter), to Service Recipient an invoice setting forth the amount of severance and retention costs to be paid by Service Recipient in accordance with the foregoing provisions of this Section 2(a)(ii), which invoice Service Recipient shall pay pursuant to the terms of Section 2(b).

(iii) Unless the Parties otherwise agree in writing, (i) where Services are provided in a country outside of the United States by a Person located in the same country, amounts shall be invoiced and paid in the local currency of the entity providing the Services and (ii) if payments are to be made between legal entities not within the same country, such amounts shall be invoiced and paid in U.S. Dollars. To the extent necessary, local currency conversion on any such invoice shall be based on Service Provider’s internal exchange rate for the then-current month, based upon the average for such month, as calculated consistently with how such local currency conversion was calculated in the twelve month period prior to the Distribution Date.

(iv) All charges based on a monthly or other time basis will be pro-rated based on actual calendar days elapsed during the period of service.

(v) With respect to any service that a Service Provider provides or causes an Affiliate to provide to itself or its Affiliates that is the same or substantially similar to a Service provided to Service Recipient or its Subsidiaries hereunder (such service, a “Self- Service”), if Service Provider determines to no longer provide such Self –Service to itself or its Affiliates, Service Provider shall notify Service Recipient of such termination no later than the number of days prior to such termination as is provided in Section 11(b) for terminating the corresponding Service. If Service Provider terminates a Self-Service prior to the end of the Minimum Service Period applicable for the corresponding Service, the Monthly Costs of such Service following any such termination and up to but not including date on which the Minimum Service Period expires shall be calculated as if Service Provider had not terminated such Self-Service. Notwithstanding the foregoing, Service Provider shall continue to provide the Service in accordance with the provisions of this Agreement, unless such Service is otherwise terminated pursuant to Section 11, and Service Provider shall not be permitted to terminate any Self-Service prior to the Termination Date for the applicable Service if such termination would adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a).

(b) Invoices and Payment.

(i) Service Provider shall invoice Service Recipient for the amounts owed hereunder in arrears on a calendar monthly basis or, in the case of Section 2(a)(ii), as provided therein, and shall provide reasonable documentation supporting such amounts

 

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owed pursuant to Section 2(a), except to the extent such amounts are set forth on the Services Schedules. Service Recipient shall pay the amount of such invoice by electronic transfer of immediately available funds not later than forty-five (45) days after of the date of such invoice. Neither Party nor any of its respective Subsidiaries shall have a right of set-off against the other Party or its Subsidiaries, except in connection with any amounts billed hereunder. In the event Service Recipient does not pay Service Provider in accordance with the terms hereof (i) all amounts so payable and past due shall accrue interest from the 46th day after the date of the invoice to the receipt of payment at a rate per annum equal to the six (6)-month LIBOR rate (as quoted in the “Money Rates” section of The Wall Street Journal or any other similarly reputable published source on the 31st day after the date of the invoice, or the next Business Day, if such day is not a Business Day) plus 3% (the “Interest Rate”, with the applicable rate to be recalculated every six months), until such amounts, together with all accrued and unpaid interest thereon, are paid in full, and (ii) Service Recipient shall pay, as additional fees, all reasonable out-of-pocket costs and expenses incurred by Service Provider in attempting to collect and collecting amounts due under this Section 3, including all reasonable attorneys fees and expenses.

(ii) In the event that Service Recipient in good faith disputes an invoice submitted by Service Provider, Service Recipient may withhold payment of any amount subject to the dispute; provided, however, that (x) Service Recipient shall continue to pay all undisputed amounts in accordance with the terms hereof, (y) Service Recipient shall notify Service Provider, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges and (z) in the event any dispute is resolved in the Service Provider’s favor, any amount that the Service Recipient should have paid shall be deemed to have accrued interest at the Interest Rate from the date such payment should have been made. In the event of a dispute regarding the amount of any invoice, the Parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Service Recipient provides written notification of such dispute to Service Provider. Each Party shall provide full supporting documentation concerning any disputed amount or invoice within thirty (30) days after written notification of the dispute. Unpaid fees that are under good faith dispute shall not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 2(b)(ii), the dispute resolution procedures set forth in Section 9 herein shall apply.

 

  3. Cooperation.

(a) At either Party’s request, Service Recipient and Service Provider shall cooperate and work together in good faith to develop a global transition plan in order to facilitate a smooth and orderly termination of a Service by its applicable Termination Date or at such earlier time as Service Recipient terminates Service Provider’s performance of the Services in accordance with Section 11. In furtherance of the foregoing, Service Provider will, if requested and at Service Recipient’s expense, provide Service Recipient with reasonable support necessary to transition or migrate the services to Service Recipient or any third party or parties chosen by the Service Recipient, which may include consulting and training and providing reasonable

 

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access to data and other information and to Service Provider’s employees; provided, however, that such activities shall not unduly burden or interfere with Service Provider’s business and operations.

(b) It is understood that it will require significant efforts by the Parties to implement this Agreement and ensure performance hereunder. Service Recipient shall (i) cooperate with and provide Service Provider with such information and documentation as is reasonably necessary for Service Provider to perform the Services; and (ii) perform such other duties and tasks as may be reasonably required to permit Service Provider to perform the Services, including (x) cooperating in obtaining any consents or approvals from third parties necessary to facilitate Service Provider’s ability to provide the Services and (y) upon thirty (30) days prior written notice by the Service Provider, conducting such testing as may be reasonably required by Service Provider in connection with any updates or changes to the applicable systems or processes involved in providing a Service. A Service Provider shall not be deemed to be in breach of its obligations to provide or make available any Service to the extent that Service Recipient has not provided information and access to appropriate personnel that is reasonably necessary for the performance of such Service.

(c) Service Recipient shall use commercially reasonable efforts to make or obtain any approvals, permits and licenses and implement any systems as may be necessary for it to perform the Services independently in each country and applicable jurisdiction as soon as practicable following the Distribution Date.

(d) Upon Service Recipient’s written request and without prejudice to Service Recipient’s direct rights against a Third Party Provider, Service Provider shall use commercially reasonable efforts to pursue any warranty or indemnity under any contract Service Provider or its Subsidiaries may have with a Third Party Provider with respect to any Service provided to Service Recipient by such Third Party Service Provider.

(e) Service Provider shall use commercially reasonable efforts to obtain, if required, the consent of any relevant Third Party Provider (a “Third Party Consent”) or a license from any relevant Third Party Provider (a “Third Party License”), and Service Recipient shall, as necessary, cooperate with Service Provider in obtaining any such Third Party Consent or Third Party License. If a Third Party Consent or Third Party License cannot be obtained on reasonable terms, the Parties will use commercially reasonable efforts to arrange for an alternative method of obtaining any such Service on Service Recipient’s behalf (“Alternative Method”), which may include Service Provider providing such Service itself. If there is any Third Party Consent or Third Party License which was not required as of the date hereof but will subsequently be required before the Minimum Service Period expires for a particular Service, Service Provider shall identify in writing to Service Recipient such Third Party Consent or Third Party License within sixty (60) days of the date hereof.

(f) The Parties shall use the fiscal month, quarter and year ends as set forth in Schedule C in connection with the provision and receipt of applicable Services hereunder, for so long as such Services are being provided.

 

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(g) In connection with the provision of Services hereunder, except as provided pursuant to Section 2(a)(iii) for local currency conversion for invoices, the Parties shall use the same methodology to determine the appropriate foreign exchange conversion rate as used in the twelve month period prior to the Distribution Date, which may be determined or based upon the average for the month or other applicable period or the spot rate at the end of such month or period or otherwise.

 

  4. Performance Standard; Reports; Personnel.

(a) Except as otherwise provided in the Services Schedule and Section 1(a) herein, nothing in this Agreement shall require or be interpreted to require Service Provider to provide a Service to Service Recipient beyond the scope and content of such Service as provided by Service Provider to the Exelis Retained Business or MS Business, as the case may be, during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution.

(b) Service Provider shall not make changes in the manner of providing a Service unless (i) Service Provider is making similar changes in a Self-Service being performed for itself or its Subsidiaries or such changes are de minimus, in each case so long as such changes do not adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) above, (ii) such changes are required by Service Provider or Service Recipient pursuant to applicable Law (including changes required by Service Provider or Service Recipient in connection with the provision of the Services to the other Party) or (iii) Service Recipient provides its prior written consent (which shall not be unreasonably withheld, conditioned or delayed) to such changes (in each case, for the avoidance of doubt, with the costs of any such change to be included in the calculation of Monthly Costs). In the event Service Provider determines to change the location of delivery of any Service, Service Provider shall provide Service Recipient with thirty (30) days prior written notice. All Services shall be performed in compliance with applicable Law, including all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations maintained by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations maintained by the U.S. Department of State, Directorate of Defense Trade Controls.

(c) In performing the Services, Service Provider shall prepare and furnish to Service Recipient reports concerning the Services with such reports to contain substantially the same data, in substantially the same format, and prepared and delivered on substantially the same timetable, as reports prepared during the twelve month period prior to the Distribution Date (excluding any reports solely prepared in contemplation of the Distribution), except as may be otherwise required by Service Recipient or Service Provider pursuant to applicable Law. Upon Service Recipient’s written request for modifications to the reporting and data transfer practices reasonably required to assist Service Recipient in transitioning off the Service, Service Provider shall cooperate and consult in good faith with Service Recipient to make such modifications; provided that if Service Provider reasonably determines in its sole discretion that any such modification may cause Service Provider to be in breach of its obligations to the other Party

 

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hereunder (including as a result of breaching its obligations as a Service Provider to the other Party as Service Recipient), then Service Provider shall not be under any obligation to make such modifications.

(d) Service Provider shall use commercially reasonable efforts consistent with past practice to make available such personnel as may be required to provide the Services. Service Provider shall have the right to designate which personnel it will assign to perform the Services. Service Provider also shall have the right to remove and replace any such personnel at any time or designate any of its Subsidiaries or a Third Party Provider (subject to Section 1(a) herein) at any time to perform the Transition Services; provided, however, that Service Provider shall use its commercially reasonable efforts consistent with past practice to limit the disruption to Service Recipient in the transition of the Services to different personnel. Subject to and consistent with Section 2(a)(ii), Service Provider shall have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

(e) In the event Service Recipient or any of its Subsidiaries hires away an employee of Service Provider or its Subsidiaries, and such employee was providing Services to Service Recipient and will not continue to provide such Service, Service Provider shall have the option, in its sole discretion (in addition to any other remedies available to it under the Distribution Agreement or otherwise), upon ten (10) Business Days written notice to Service Recipient to reduce its obligations with respect to such Service (with a proportionate reduction in the applicable Monthly Costs) effective on the date of such employee’s termination of employment with Service Provider. Any provision of Service thereafter pursuant to such a reduction in Service Provider’s obligations shall be deemed to be consistent with Service Provider’s obligations under this Agreement, so long as Service Provider satisfies the other obligations contained in this Section 4 with respect to such Service.

(f) Each Party agrees that it shall take appropriate action by instruction of or agreement with its personnel (including any Third Party Provider) to ensure that all such personnel performing or otherwise involved with Services shall be bound by and comply with all of the terms and conditions of this Agreement.

(g) In the event Service Provider has received a notice of default or breach in the performance of a Service hereunder (including as a result of substantial errors in the performance of such Service), it will use its commercially reasonable efforts to cure such default or breach. In the event Service Provider is unable to cure such default within thirty (30) days from receipt of notice thereof, in addition to the rights available under Section 11, there shall be an adjustment to Monthly Costs to reflect the costs to Service Recipient associated with such default, breach or error, including any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining any Third Party Provider to provide such Service or in providing such Service itself.

(h) Each Party shall notify the other Party as promptly as practicable after becoming aware of any breach of this Agreement committed by either it or the other Party. Service Provider shall notify Service Recipient of any event that may reasonably be expected to materially impact a Service provided hereunder, which may include a

 

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Termination Notice (as defined in Section 11(b)) provided by the other Party as Service Recipient hereunder or a notice of termination of a Self-Service, issued pursuant and in accordance with, Section 2(a)(v).

 

  5. New Services.

If, after the date hereof and on or prior to December 31, 2014, or, with respect to Services provided in connection with any Transfer that, pursuant to Section 2.6(a) of the Distribution Agreement, is not consummated at or prior to the Effective Time, one hundred (100) days following the actual date of such Transfer (notwithstanding that under Section 2.6(b) of the Distribution Agreement such Transfer may be deemed to have occurred on the Effective Time) the Parties determine that a service required by Service Recipient and provided by Service Provider or one of its Subsidiaries prior to the Distribution Date was inadvertently omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (“New Service”) in addition to the Services being provided hereunder, provided that Service Recipient may not request any New Service if, at the time of the request, the Service Provider no longer provides such service internally. Service Provider shall promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the Services Schedules providing for such New Service; provided that if no agreement for an Additional Service Schedule Amendment has been reached in writing in thirty (30) days, such New Service shall be deemed to have a Minimum Service Period expiring on March 31, 2015 and a Termination Date of two years from the Distribution Date, with Monthly Costs as provided for in Section 2(a)(i), calculated as if the amendment to the Services Schedule for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be duly amended by, such Additional Service Schedule Amendment.

 

  6. Intellectual Property; IT Security.

(a) Except as provided in the Services Schedules, the Monthly Costs shall include the allocable portion of any amounts that are required to be paid by Service Provider to any third party licensors of software that is used by Service Provider in connection with the provision of any Services hereunder, including (i) license, right-to-use and royalty fees and (ii) any amounts required to obtain the consent of such licensors to allow Service Provider to provide any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to comply with the terms of any license or other agreement of Service Provider or any of its Subsidiaries relating to software that is provided to Service Recipient and is used in connection with the provision of any Services hereunder; provided that in the event that Service Provider enters into new software licenses after the Distribution Date, Service Recipient shall have the prior opportunity to review and confirm its ability to comply therewith, which it shall do in good faith. In the event that Service Recipient provides notice of its inability to comply therewith,

 

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Service Provider may at its sole discretion discontinue its provision of any Services under such new software licenses effective after thirty (30) days’ notice of the same, and Service Recipient shall indemnify Service Provider for any claims by third parties arising out of or in connection with Service Recipient’s noncompliance or violation of such software licenses. Subject to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Services hereunder and the Parties shall cooperate to identify any material licenses or consents necessary for such provision and shall use commercially reasonable efforts to minimize the costs associated therewith.

(b) If the receipt or provision of any Service hereunder requires the use by a Party of the Intellectual Property (other than Trademarks) of the other Party, then such Party and its Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required for its and its Subsidiaries’ receipt or provision of Services) right and license to use such Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. This license does not permit a Party to access, possess, or modify the source code of the other Party or to reverse engineer the software of the other Party. Upon the Termination Date applicable to such Service, or the earlier termination of any Services in accordance with Section 11, the license herein to the applicable Intellectual Property will terminate; and the applicable Service Recipient and/or Service Provider shall cease all use of the Intellectual Property licensed hereunder. Nothing in this Section 6(b) shall be deemed to limit, modify or terminate any License Agreement between the Parties.

(c) Subject to the limited licenses granted in Section 6(b), each Party shall exclusively own any Intellectual Property that it alone creates, develops or invents in connection with the provision of any Services hereunder. The Parties shall jointly own any Intellectual Property created, developed or invented jointly by the Parties in connection with the provision of the Services hereunder.

(d) While using or accessing any computers, systems, software, networks, information technology or related infrastructure or equipment (including any data stored thereon or transmitted thereby) (“Systems”) of the other Party (whether or not a Service), each Party shall and shall cause each of its Subsidiaries to, adhere in all respects to the other Party’s controlled processes, policies and procedures (including any of the foregoing with respect to Confidential Information, data, communications and system privacy, operation, security and proper use) as in effect on the Distribution Date or as communicated to such Party from time to time in writing.

(e) Those employees of Service Recipient and Service Provider (or their respective Affiliates) having access to the other Party’s Systems may be required by Service Provider or Service Recipient, as the case may be, to enter into a customary non-disclosure agreement in connection with, and as a condition to, such access.

 

  7. Records.

Service Provider shall provide to Service Recipient, taking into consideration the financial reporting, internal controls and other public company requirements of Service

 

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Recipient, all information and records reasonably required to maintain full and accurate books relating to the provision of Services to the extent any such information and/or records were provided or maintained during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution. Upon reasonable notice and reasonable request from the Service Receiver, and at the Service Receiver’s cost, Service Provider shall (a) make available for inspection and copying by Service Receiver’s agents or representatives such information, books and records relating to the Services during reasonable business hours and (b) certify that the controls in effect prior to the Distribution Date continue to be in effect, or if Service Provider is aware of any instances where such controls are not so in effect, in lieu of certification for such instances, provide a list of such instances and descriptions of the change in such controls thereof.

 

  8. Force Majeure; Reduction of Services.

Neither Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other Party of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible. Notwithstanding the foregoing, Service Recipient shall be entitled to terminate Services so affected by a Force Majeure upon fifteen (15) days prior written notice in respect of any such delay or failure resulting from any such Force Majeure without any penalty or obligation to pay for Services not performed; provided that, for the avoidance of doubt, Service Recipient shall remain responsible, pursuant to and in accordance Section 2(a)(ii), for its portion of any severance and retention costs for any such Services.

 

  9. TSA Managers; Dispute Resolution.

(a) Each Party shall nominate in writing one representative to act as the primary contact with respect to the provision and receipt of Services (a “TSA Manager”), with the initial TSA Managers as listed on Schedule D. Each Party may, at its discretion, from time to time select another individual to serve in these capacities during the term of this Agreement; provided, however, each Party shall notify the other Party promptly (and in any event within five (5) Business Days) of any change in an individual serving in this capacity, setting forth the name and contact information of the replacement, and stating that such replacement is authorized to act for such Party in accordance with this Section 9(a).

(b) The TSA Managers shall meet as expeditiously as possible to resolve any dispute hereunder, and notwithstanding anything in Article IX (Dispute Resolution) of the Distribution Agreement to the contrary, in the event any dispute is not so resolved within thirty (30) days, a TSA Manager may provide written notice of such dispute to the Chief Financial Officer of each Party (or such other executive as designated by the Chief Executive Officer of

 

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such Party), who shall attempt within a period of fifteen (15) days following the end of such previous thirty (30) day period to conclusively resolve any such issue, and in the event the dispute remains unresolved following such fifteen (15) day period, either Party may submit the dispute to mediation in accordance with Section 9.2 (Mediation) of the Distribution Agreement (provided that, for the avoidance of doubt, the forty-five (45) day waiting period referenced therein shall be inapplicable), and if any dispute remains unresolved after the Mediation Period (as defined in the Distribution Agreement), such dispute shall be determined, at the request of either Party, by arbitration in accordance with Section 9.3 (Arbitration) of the Distribution Agreement and the other applicable provisions of Article IX (Dispute Resolution) of the Distribution Agreement. Each Party may treat an act of any other Party’s TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party), in each case that is consistent with the provisions of this Agreement, as being authorized by such other Party to resolve such dispute without inquiring behind such act or ascertaining whether such TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party) had authority to so act; provided, however, that none of the TSA Managers or Chief Financial Officer or other executives so designated shall have authority to amend this Agreement, except as otherwise provided pursuant to Section 16.

(c) In the event of any dispute between the Parties regarding a Service, prior to the applicable Termination Date, Service Provider shall not discontinue the supply of any such Service, unless so provided for in a settlement agreement between the Parties or arbitral determination pursuant to and in accordance with Section 9(b) herein and Article IX of the Distribution Agreement or as requested by Service Recipient pursuant to a Termination Notice.

 

  10. Disclaimer; Limited Liability.

(a) Service Recipient acknowledges that Service Provider is not in the business of providing the Services and that the Services being provided pursuant to this Agreement are provided as an accommodation to Service Recipient. Other than in the event of Service Provider’s gross negligence or willful misconduct, Service Provider will not be liable for any error or omission in rendering Services under this Agreement, or for any defect in Services so rendered; provided that if there is a substantial error in any of the Services, Service Provider shall use commercially reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct such error, to provide an adjustment to the Monthly Cost for such Service in reasonable proportion to that which the error bears to the Service provided for such month, which adjustment may, pursuant to Section 4(g), include any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining a Third Party Provider to provide such Service or in providing such service itself. Other than in the event of Service Recipient’s gross negligence or willful misconduct, and other than for the Monthly Costs, severance and retention costs owed under Section 2(a)(ii) and other amounts expressly owed hereunder, Service Recipient will not be liable for any damages caused in connection with the Services provided under this Agreement.

 

12


(b) Service Provider shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Recipient has title that are in the possession or control of Service Provider, its Subsidiaries or a Third Party Provider as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Recipient. Service Recipient shall obtain from its insurance company a waiver of subrogation on behalf of Service Provider and its Subsidiaries effective as of Distribution Date; provided, that Service Recipient shall only be obligated to obtain such waiver if it is aware that any such goods or equipment is in the possession or control of Service Provider, its Subsidiaries or a Third Party Provider. Service Recipient shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Provider has title that are in the possession or control of Service Recipient or its Subsidiaries as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Provider. Service Provider shall obtain from its insurance company a waiver of subrogation on behalf of Service Recipient and its Subsidiaries effective as of the Distribution Date; provided, that Service Provider shall only be obligated to obtain such waiver if it is aware that any such goods or equipment is in the possession or control of Service Recipient or its Subsidiaries.

(c) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SERVICE PROVIDER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES, INCLUDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL SERVICE PROVIDER BE LIABLE FOR, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, REMITTANCES, COLLECTIONS, INVOICES, PENALTIES, INTEREST OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES CAUSE BY THE PERFORMANCE OF, ANY DELAY IN THE PERFORMING, FAILURE TO PERFORM OR DEFECTS IN THE PERFORMANCE OF, THE SERVICES CONTEMPLATED TO BE PERFORMED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  11. Term and Service Termination Dates.

(a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the parties in respect of any claims that have accrued prior to such termination shall survive such termination.

(b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient is set forth on the Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date) to end on a date that is the end

 

13


of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than (i) sixty (60) days before the date of such earlier termination if the Service is to be terminated after September 30, 2014 but on or before March 31, 2015, (iii) ninety (90) days before the date of such earlier termination if Service is to be terminated after March 31, 2015 but on or before September 30, 2015 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after October 1, 2015; provided that if the Services Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall pay a make-whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider if such Service had not been terminated (which costs, for the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of termination of the Service and the applicable date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party, out-of-pocket costs to Service Recipient shall be shared equally between Service Provider and Service Recipient.

(c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(b).

(d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) prior to the Distribution Date.

 

14


  12. Independent Contractor.

The Parties hereto understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. Neither Party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner whatsoever. The Parties expressly acknowledge (i) that Service Provider is an independent contractor with respect to Service Recipient in all respects, including the provision of the Services, and (ii) that the parties are not partners, joint venturers, employees or agents of or with each other.

 

  13. Confidentiality.

(a) Any Confidential Information of either Party shall be subject to Section 8.6 of the Distribution Agreement. With respect to any information disclosed by one Party to another Party for the purpose of this Agreement or otherwise accessible to such other Party during the performance hereunder (“Confidential Information”), the Party receiving such Confidential Information agrees that it will use the same skill and care as set forth in Section 4(a) to prevent the disclosure or accessibility to others of the disclosing Party’s Confidential Information and will use such Confidential Information only for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. The receiving Party and its employees, representatives and agents (including any Third Party Provider) (collectively, the “Recipient Parties”) shall only disclose and permit access to the other’s Party’s Confidential Information to such Recipient Parties who have a need to know such Confidential Information for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. For Confidential Information provided with respect to any Service, the obligations of the Recipient Parties pursuant to this Section 13 shall expire on the date that is five (5) years from the termination of such Service, or on such later date as prescribed by privacy laws. Each Party shall provide prompt written notice of any breach of the obligations under this Section 13 by such Party or its Recipient Parties and shall use commercially reasonable efforts to assist the other Party in remedying any such breach.

(b) Specifically excluded from the definition of Confidential Information is any and all information that:

(i) is independently developed by or on behalf of a Recipient Party without use of or reference to Confidential Information;

(ii) is or becomes available to the public, other than as the result of a breach by a Recipient Party of the confidentiality obligations under this Agreement; or

(iii) is rightfully received from a third party not known by the Recipient Party to be bound by an obligation of confidentiality to the disclosing Party.

(c) If the Recipient Party is required to disclose Confidential Information by law, process or regulation, to the extent legally permissible, such Recipient Party shall promptly notify the disclosing Party, reasonably cooperate with the disclosing Party to the extent it may seek to limit such disclosure and, insofar as a protective order or waiver from the disclosing Party is not obtained, only disclose such Confidential Information as is required to be disclosed.

 

15


(d) In connection with any permitted disclosure of this Agreement to any third party, each Party shall redact the portions of the Services Schedules that are not relevant to such third party’s inquiry.

(e) It is further understood and agreed that money damages may not be a sufficient remedy for breach of this Section 13 and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach, but shall be in addition to all other remedies herein described available at law or equity.

 

  14. Beneficiary of Services; No Third Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto, and nothing expressed or implied shall give or be construed to give any person any legal or equitable rights hereunder, whether as a third-party beneficiary or otherwise. Each Party agrees, and each Party in its capacity as a Service Recipient represents and warrants, that the Services shall be provided solely to, and shall be used solely by, Service Recipient and its Subsidiaries. Service Recipient shall not resell or provide the Services to any other Person, or permit the use of the Services by any Person other than Service Recipient and its Subsidiaries.

 

  15. Entire Agreement.

This Agreement, together with the Distribution Agreement and the other Ancillary Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern. The Parties agree that, in the event of an express conflict between the terms of this Agreement and a Services Schedule, the terms of the Services Schedule shall govern.

 

  16. Amendment; Waiver.

This Agreement and the Services Schedules may be amended, and any provision of this Agreement may be waived, if but only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is effective. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

 

16


  17. Notices.

All notices, requests and other communications to any Party hereunder shall be in writing and shall be given as follows:

if to Exelis or to any of its Affiliates:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attn: Chief Legal Officer

if to Vectrus or to any of its Affiliates:

Vectrus, Inc.

655 Space Center Drive

Colorado Springs, CO 80915

Attn: Chief Legal Officer

or to such other address and with such other copies, as such Party may hereafter specify for the purpose of notice to the other parties. Each such notice, request or other communication shall be effective upon delivery by overnight courier service or refusal of delivery thereof at the address specified in this Section 17.

 

  18. Non-Assignability.

Neither this Agreement nor any of the rights, interests or obligations of either Party hereunder may be assigned or transferred by any such Party without the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), and any purported assignment, without such prior written consent shall be null and void; provided a Party may assign or transfer all its rights hereunder without such consent to an acquirer in connection with a sale of all or substantially all of its assets or other similar change in control of such Party.

 

  19. Further Assurances.

From time to time after the date hereof, without further consideration, each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably proper or advisable under applicable Law, and execute and deliver such documents as may be required or appropriate to carry out the provisions of this Agreement and to consummate, perform and make effective the transition contemplated hereby.

 

  20. Definitions and Rules of Construction.

(a) Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in the Distribution Agreement.

 

17


(b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(c) Whenever the words “include”, “including”, or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.

(d) As used in this Agreement, the plural shall include the singular and the singular shall include the plural.

 

  21. Counterparts; Effectiveness.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 21, provided that receipt of copies of such counterparts is confirmed. This Agreement shall become effective when each Party has received a counterpart hereof signed by the other Party hereto.

 

  22. Section Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

  23. Severability.

If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect, and the Parties shall negotiate in good faith to replace such illegal, void or unenforceable provision with a provision that corresponds as closely as possible to the intentions of the parties as expressed by such illegal, void, or unenforceable provision.

 

  24. Governing Law.

This Agreement shall be governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York.

 

18


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

EXELIS INC.
By:  

 

Name:  

 

Title:  

 

VECTRUS, INC.
By:  

 

Name:  

 

Title:  

 

 

19


Annex A

Severance and Retention Schedule

Benefits TSA = Payroll Manager, Exelis 50%, Vectrus 50%


SCHEDULE A

Service Provider: Exelis Inc.

Service Recipient: Vectrus, Inc.

Service to be provided:

 

2


Schedule A1

A1 ACCOUNTS PAYABLE

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

   e-mail
Dan Collins    Manager, Accounts Payable and Travel Accounts    585-672-8713    Dan.Collins@exelisinc.com
Exelis Inc.         
Deb Faron    Manager, Accounts Payable and Travel Accounts    260-451-6024    Deb.Faron@vectrus.com
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform Accounts Payable Scanning and Indexing as well as Vendor Maintenance for Service Receiver. Service Provider will also provide as needed support for provisioning of invoice images from the legacy systems as well as coordinate provisioning of invoice images from ITT in support of audit requests. If required, Service Provider will provide support for the creation and distribution of 1099s for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).


Schedule A1

 

Service #

  

Service

Name

  

Description of Service

  

BAU
Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

A1.1

   Scanning and Indexing of invoices   

SCANNING & INDEXING OF INVOICES

 

   2730 transactions events per month    7    $4,836
     

Vendor Submission of Documents:

 

        
     

Service Provider will scan and index Documents for Service Receiver submitted by vendors through one of the following methods:

 

        
     

Hard copy via regular or overnight mail to Service Provider FSBS-Accounts Payable

 

        
     

Email to: ExelisInvoices@exelisinc.com

 

        
     

Submission directly to Service Receiver Accounts Payable team, upon Service Receiver directive; and then Service Receiver submits to Service Provider FSBS-AP and accepts responsibility for retention of original documentation.

 

        
     

Service Provider will date stamp with received data and prepare hard copy documents for scanning.

 

        
     

KOFAX Processing: Image Capture & OCR

 

        
     

Service Provider will support and provide the KOFAX processing activities as identified below for Service Receiver AP Processor scans hard copy documents received through regular mail into KOFAX software which creates pdf documents.

 

        
     

Hard copy documents are retained; alphabetized by vendor and stored by fiscal year.

 

        
     

KOFAX software retrieves the email and attached documents from the emailbox: ExelisInvoices@exelisinc.com

 

        
     

KOFAX software converts the email and the attached documents into pdf documents.

 

        
     

KOFAX OCR (optical character recognition) software reads keywords (e.g. purchase order #, invoice #, invoice date, sales tax amount, total invoice amount).

 

        
     

KOFAX Validation Process:

 

        
     

Using the KOFAX software features, the AP Processor uses the copy function to copy and paste the pdf email image and attach it to each invoice.

 

        
     

Supporting documents (pdf images) are also attached to the applicable invoice

 

        
     

AP Processor validates keywords identified by OCR software

 

        
     

KOFAX software pushes validated batches of pdf documents to OnBase workflow software

 

        

 


Schedule A1

 

   Quarterly True-up of Actual invoices scanned and Indexed   

Service Provider will perform a true-up (or reconciliation) of the actual invoices scanned and indexed each quarter to ensure billing aligns with actual invoices scanned and indexed over the duration of the TSA hosting period. The appropriate adjustment from the performance of the true-up to actuals against the monthly average count will be provided within two TSA billing periods following the performance of the quarterly true-up process.

 

        
   CVM Vendor Master Management and Support Services:   

CVM Vendor Master Management and Support Services:

 

        
     

Service Provider will provide Vendor Maintenance and Support Services to Service Receiver including processing of:

 

        
     

Vendor set-ups and updates submitted via the automated Central Vendor Master (CVM) which will be reviewed and approved within 4 hours of receipt between the hours of 8:00AM and 5:00PM EST.

 

        
A1.2    Setup and Distribution of 1099 Reports at Year End   

Service Provider will support the setup, maintenance, and distribution of 1099 documents and 1099C corrective actions for Service Receiver in accordance with tax reporting requirements.

 

   Statement of Work Required to support this request to identify time required to support the setup and distribution of the 1099s for Service Receiver    7    Time and Materials Based on Additional Pricing Section
     

Service Provider will specify response times to complete necessary actions within the response to the statement of work provided to Service Receiver.

 

        
     

Service Receiver will need to provide statement of work by December 1, 2014 to allow Service Provider to make the necessary accommodations to support this request. If statement of work is not received within the time request, the Service Provider has the right to reject the request and Service Receiver will be required to provide alternatives means to meet the tax reporting requirements for both the 1099 and 1099C reporting.

 

        
A1.3   

Historical Electronic Invoice Image Support and Provisioning

 

   Service Provider will support provisioning of invoice images to Service Receiver after Service Receiver has exited off the Application Hosting TSA period for up to 24 months post spin-off. Anything needed after this period will be supported via the Distribution Agreement.    As Needed    24   

Time and Materials Based on Additional Pricing Section

 

A1.4    P2P Historical Invoice Image Support and Provisioning    Service Provider will support provisioning of invoice images as requested by Service Receiver for obtaining the historical data from P2P once this data is provided to Exelis from ITT.    As Needed    24    Time and Materials Based on Additional Pricing Section
      After receipt of invoice images from ITT, Service Provider will store and host the invoice images that pertain to the Service Receiver until the Service Receiver environment is established and ready for acceptance of the invoice images or the end of this TSA period.         

 


Schedule A1

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 


Schedule A1

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #    

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

A.1

   Scanning and Indexing of Invoices   

Statement of work is required to identify number of support hours required by Service Receiver to exit service agreement.

 

   Time and Materials Based on Additional Pricing Section

A1.3

   Historical Invoice Provisioning   

Statement of work required for labor associated with providing copy of historical invoices for Service Receiver will be provided at end of service agreement period.

 

  

A1.4

   P2P Historical Invoice Image Support and Provisioning   

Statement of work required for labor associated with providing copy of historical P2P invoices to Service Receiver upon receipt of invoice images from ITT Corporation.

 

  
   Service Provider will provide the following knowledge transfer services:

A.1

   Scanning and Indexing of Invoices   

Statement of work is required to identify number of support hours required to transfer knowledge to Service Receiver to exit service agreement.

   Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Scanning and Indexing of Invoices and Vendor Maintenance by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 


Schedule A1

 

LOCATIONS

Services are initially provided from Rochester, NY, USA to Service Receivers US and International sites.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    If Service Receiver or vendors associated with Service Receiver provide duplicate invoices to be scanned and indexed for the Account Payable processing, it will be the responsibility of the Service Receiver to identify and rectify any issues or problems associated with the scanning and indexing of these duplicate invoices.

 

    Service Receiver is responsible for requesting invoice images in a timely fashion to allow for location and distribution of the invoice images from Service Provider to Service Receiver.

 

    Service Receiver is responsible for the timely initiation of the statement of work process for the creation and management of the 1099 processing required for meeting tax filing requirements.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

 


Schedule A1

 

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 


Schedule A2

 

A2 CONCUR EXPENSE SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

   e-mail
Dan Collins    Manager, Accounts Payable & Travel Accounts    585-672-8713    Dan.Collins@exelisinc.com
Exelis Inc.         
Deb Faron    Manager, Accounts Payable & Travel Accounts    260-451-6024    Deb.Faron@vectrus.com
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform Concur Expense Management Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 


Schedule A2

 

Service #

  

Service Name

  

Description of Service

  

BAU Transaction
Volume

  

Minimum
Service
Period (in
mo.)

   Service
Charge

Concur Expense Management

 

        
A2.1    Concur Expense Management Services   

Pursuant to and subject to the terms and conditions of the Business Services Agreement (Concur) between Concur Technologies, Inc. and Exelis, Inc., Exelis T&E Shared Services (Service Provider) shall provide Service Receiver with access to, and use of the Services defined therein which includes the applications known as “Concur Expense”. Estimated monthly charge is based on Service Receiver employee access count of 5,970 multiplied by the monthly rate of $9 per user.

 

   Billed Monthly based on Actual Active Service Receiver Employees with access to Concur Expense - Additional Service Charge of 3% will be added to monthly invoice    3    $5,840
     

Service Provider will activate new users or adjust existing users for Service Receiver within 24 hours of notification during regular business hours.

 

        
     

Service Provider will assist Service Receiver’s employees with Concur Expense processing issues or questions which limit expense processing capabilities during regular business hours.

 

        
     

The services under this Service Agreement will provide the Service Receiver and its employees, savings and data transaction security protection through efficient and secure methods by which Corporate Credit Card Data is exchanged, Expense Reports are processed, including Audit Services for Service Receiver Company Policy compliance, and ultimately, reimbursement of approved expenses directly to the Corporate Card, or in some Countries directly to the Employee. During the TSA period Service Receiver will mimic Service Provide policy.

 

        
     

Service Provider shall provide automated workflows for Expense Reporting approvals, which are configured in accordance with Service Provider’s Global Travel and Expense Policy: 90-01 currently followed by Service Receiver through duration of TSA period.

 

        
     

Service Provider shall randomly review 10% of all reports submitted through the Concur Expense application and processed by Service Provider. Review activity is to verify, and report, compliance to Service Provider Travel Policy and in accordance with Sarbanes Oxley Regulatory Policy currently followed by Service Receiver through duration of TSA period.

 

        
     

Service Provider shall perform a review for reasonableness on all reports exceeding $2,500 (US) or its equivalent.

 

        

 


Schedule A2

 

     

Service Provider shall randomly audit the receipts for 10% of all reports submitted through the Concur Expense application and processed by Service Provider Audit activity is to verify, and report, compliance to Service Provider Travel Policy currently followed by Service Receiver through duration of TSA period.

 

        
     

It is expected that corporate card payment arrangements directly to US Bank Partner Bank affiliate will be subject to those payment terms negotiated directly between the Service Provider subsidiary and the issuing Partner Bank entity.

 

        
     

Service Provider shall provide electronic General Ledger and Cash Reimbursement information, for Service Receiver to post cost to Service Receiver’s General Ledger and/or Costing Systems and process reimbursement to Service Receiver’s employees.

 

        
      To the extent the data is available and existing software supports Service Receiver’s requests, Service Provider shall provide certain standard analytics and reporting provided to Service Receiver for policy compliance management and such other reporting as is required for the Service Receiver’s tax and/or regulatory authorities.         

 


Schedule A2

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]   

No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement

 

   Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 


Schedule A2

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

A2.1    Concur Expense Management Services   

Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

 

   Time and Materials Based on Additional Pricing Section
     

Statement of Work is required to identify the total number of hours required to support Service Receiver from exiting from this agreement.

 

  
     

Statement of work is required if support from Service Provider is required to setup new connectivity to a new travel fulfillment partner or if new interfaces are required to support new instance of Concur for Service Receiver.

 

  
A2.1    Concur Expense Management Services    Service Provider will provide the following knowledge transfer services:    Time and Materials Based on Additional Pricing Section
     

Statement of Work is required to identify the total number of hours required to support Service Receiver from exiting from this agreement.

  

Supplemental Services

For requests for supplemental services relating to the Concur Expense Management Services from Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 


Schedule A2

 

LOCATIONS

Services are initially provided from Rochester, NY USA to Service Receiver’s US and International sites.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver agrees to adhere to the Service Provider’s Global Travel and Expense Policy 90-01.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

 


Schedule A2

 

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 


Schedule A3

 

A3 DISASTER RECOVERY SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

   e-mail
Randy McElvain Exelis Inc.    Director, IT Shared Business Services    260-451-1353    Randy.McElvain@exelisinc.com
Dan McCabe Vectrus    Director, Information Technology    719-637-4641    Dan.McCabe@vectrus.com

GENERAL SERVICE DESCRIPTION

Service Provider will provide a space and utilities at the Service Provider location on Centennial Blvd, Colorado Springs, CO to support Disaster Recovery Services including servers, server racks, and tape storage for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 


Schedule A3

 

Service #

  

Service Name

  

Description of Service

  

BAU Transaction
Volume

  

Minimum
Service
Period (in
mo.)

   Service
Charge
 
A3.1    Disaster Recovery Facility Space   

Service Provider will provide disaster recovery space to Service Receiver in the Service Providers Centennial Drive, Colorado Springs, CO location.

 

   Monthly charge for space allocation of 50 square feet and support of core areas including air circulation, power, and utilities required to maintain allocated space.    24    $ 217   
     

Service Provider will provide a location in the Centennial Drive, Colorado Springs, CO facility located in the upper right corner of #438 (located through Centennial main server room # 513) equal to approximately 50 square feet to allow for the storage of Service Receiver server racks and offsite tape storage as identified below:

 

        
     

Service Provider will provide footprint for two server racks provided by Service Receiver.

 

        
     

Service Provider will provide footprint for Service Receiver to store tapes required for offsite storage.

 

        

A3.2

   Tape Storage and Weekly Rotation Services   

Service Provider will provide support services to allow Service Receiver to drop off and pickup tapes based on the weekly defined rotation schedule from Service Receiver.

 

   Support not to exceed 30 minutes weekly    24      $258   
     

Service Provider will provide exchange of tapes for rotation within the reception lobby of the Centennial Drive, Colorado Springs, CO facility.

 

        
     

Service Receiver will provide schedule including time and date for weekly tape rotation on a quarterly basis.

 

        
     

Service Receiver will provide notification within 24 hours of schedule tape rotation to Service Provider technician.

 

        
     

Service Provider technician will pull tapes or box of tapes for rotation per notification received in alignment with of tape rotation schedule from area #438 noted above as facility space for offsite storage.

 

        
     

Service Receiver will pick up requested tapes as identified in notification from Service Provider in the reception area in accordance with the pickup and drop-off time identified in the rotation schedule.

 

        
     

Service Receiver will validate receipt of requested tapes and provide proper documentation for the removal of tapes from Service Provider storage area.

 

        
     

Service Receiver will provide a box of tapes in the Service Provider reception area to rotate into the defined storage area provided by Service Provider.

 

        
     

Service Provider will validate receipt of tapes to move to defined storage area and provide proper documentation for the acceptance of tapes from Service Receiver.

        

 


Schedule A3

 

     

Service Provider will take incoming box of tapes into defined storage area (#438) as agreed upon above as offsite storage for Service Receiver tapes.

 

        
A3.3    Service Receiver Access for Maintenance   

Service Provider will provide escort required access to Service Receiver technicians as required for occasional site access to the designated facility and storage space (#438) allocated for the dedicated racks and servers for installation of patches and other maintenance activities required by Service Receiver.

 

   As Needed    24    Time and
Materials
Based on
Additional
Pricing
Section
     

Service Provider technician will remain with Service Receiver technician during the length of their stay.

 

        
     

Service Provider will provide off-hours emergency access for Service Receiver as needed at the off-hours labor rate.

 

        
     

Service Receiver agrees to contact Service Provider Enterprise Service Desk and open a Service Request to obtain off hours access to the facility.

 

        
     

Service Provider will have 4 hours to respond to request for access after notification from Enterprise Service Desk.

        

 


Schedule A3

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 


Schedule A3

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

A3.1

   Disaster Recovery Facility Space   

Service Provider will require a statement of work for support for exiting out of this TSA to include but not limited to the facility and IT support to remove existing hardware and tapes stored within this space.

 

   Time and Materials Based on Additional Pricing Section

A3.2

   Tape Storage and Weekly Rotation Services    Service Provider will require a statement of work for support for exiting out of this TSA to include but not limited to the facility and IT support to remove existing hardware and tapes stored within this space.   
   Service Provider will provide the following knowledge transfer services:

A3.1

  

Disaster Recovery Facility Space

 

   Not applicable for this portion of this service request.    Time and Materials Based on Additional Pricing Section

A3.2

   Tape Storage and Weekly Rotation Services    Not applicable for this portion of this service request.   

Supplemental Services

For requests for supplemental services relating to the support services for Disaster Recovery by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 


Schedule A3

 

LOCATIONS

Services are initially provided from Colorado Springs, CO, USA.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider for access to Receiver’s servers and tapes store at the disaster recovery facility.

 

    Service Receiver is responsible for creating and obtaining agreement from Service Provider for tape rotation schedule.

 

    Service Receiver is responsible for an inventory of all equipment and tapes located in Service Provider disaster recovery location.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

 


Schedule A3

 

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 


Schedule A4

 

A4 CYBER INCIDENT RESPONSE CENTER (CIRC)

MANAGED SECURITY SERVICE PROVIDER (MSSP)

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

   Director of Cyber Response Center (CIRC)    []    []
Exelis Inc.         
  

Director, Information

Technology

   []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform CIRC Managed Security Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

22


Schedule A4

 

Service #

  

Service Name

  

Description of Service

  

BAU
Transaction
Volume

   Minimum
Service
Period (in
mo.)
   Service
Charge
A4    CIRC Monitoring and Support Services    Service Provider will provide IT Security event monitoring and intrusion detection to Service Receiver; as well as serve as a single point for information security related issues:    Monthly Service to include 1 security incident per Month    6    $20,549
     

 

Service Provider will provide threat notification identifying IP addresses and domains that the Service Receiver network administrator can utilize to protect the organization.

 

  

 

20
Notifications per Month

     
     

Service Provider will provide centralized management of network and security event logs for Service Receiver collected from multiple sources such as: Firewalls, Content Filters, as well as other approved and agreed upon controlled points

 

   250 Security Events per Second      
     

Service Provider will ensure services provided comply with legal, regulatory, and internal policies regarding incident documentation and applicable retention requirements for data within Service Provider’s control.

 

        
     

Service Provider will make available the CIRC Help Desk, via phone or email, to provide assistance for security-related issues or concerns to the Service Receiver’s IT and/or Management staff.

 

   10 Suspicious Email Analyses per Month      
     

Service Provider will provide suspicious email analysis services to Service Receiver.

 

        
      Service Provider will provide metrics to communicate overall effectiveness of CIRC activities and investigations to Service Receiver including; security incidents investigated, suspicious emails analyzed, and threat notifications provided.    1 Status Report
per Month
     

 

23


Schedule A4

 

Service Provider will have the necessary United States Government security clearances to enable and leverage interaction with Federal/State/Local Government and Department of Defense Agencies in support of investigations, compliance issues, and/or threat related activity and information sharing at the request of Service Receiver. Such interaction can include, but not limited to, agencies such as:

 

    Federal/State/Local Law Enforcement (Investigations)

 

    Department of State / Department of Commerce (Compliance)

 

    Department of Defense

 

    The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing

 

    Incident reporting and/or escalation is the responsibility of Vectrus, as appropriate.

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are

 

24


Schedule A4

 

not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

A4    CIRC Migration    Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:    Time and Materials Based on Additional Pricing Section
     

 

Support of data extraction requests from the Service Receiver will require compilation of a Statement of Work

  
     

 

Will provide Subject Matter Expertise in helping the Service Receiver understand current state of the threat landscape or any remediation efforts for security incident will require a Statement of Work

  
A4    CIRC Knowledge Transfer    Service Provider will provide the following knowledge transfer services:    Time and Materials Based on Additional Pricing Section
     

 

Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the IT Security

  

Supplemental Services

For requests for supplemental services relating to the CIRC by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was

 

25


Schedule A4

 

made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Rome, NY, USA to US based sites.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA.

 

    Service Receiver must configure its appliances in order to forward data logs to Service Provider.

 

    Service Receiver must provide a list of appropriate contacts and points of escalation.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

 

26


Schedule A4

 

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

27


Schedule A4

 

ATTACHMENT A

The CIRC staff is accessible, based on need and criticality, 24 hours a day, 7 days a week, 365 days a year, through the usage of on-call staff to assist with any IT Security related incident.

The CIRC Help Desk can be reached by phone or email and is ready to provide assistance for any information security related and concerns. Depending on the urgency, severity, and scope of the problem, there are two recommended contact methods:

 

  1. Exelis CIRC:

Phone:                 1-800-724-4330 (Mondays – Fridays; 7 am–5 pm ET)

Email:                   CIRC@exelisinc.com (24/7)

 

  2. In instances where there is an emergency or suspected situation occurring, please contact the CIRC Director, 24/7, utilizing the contact information below:

[]

Director | Exelis Cyber Incident Response Center

Office: [] | Cell: []

[]

Cyber Security Analyst | Exelis Cyber Incident Response Center (CIRC)

[] | Cell: []

[]

 

28


Schedule A5

 

A5 Management Benefits with Support for

HR, Global Benefits, and General Accounting

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]    Director, SBS Human Resources   

[]

  

[]

Exelis Inc.         
[]    Controller, Finance SBS   

[]

  

[]

Exelis Inc.         
[]    Director, Global Benefits   

[]

  

[]

Exelis Inc.         
[]    Manager, Benefits Administration   

[]

  

[]

Exelis Inc.         
[]    Director, Human Resources   

[]

  

[]

Vectrus         
[]    Director, Finance & Assistant Controller   

[]

  

[]

Vectrus         

 

29


Schedule A5

 

TERM

Services provided to support medical claims hereunder shall terminate December 31, 2016 for claims that are submitted up to two years beyond the coverage period of this TSA; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Receiver’s Covered Employees (as defined herein) and incurred on or before December 31, 2014.

GENERAL SERVICE DESCRIPTION

Service Provider will provide Benefits for Service Receiver Management Benefited employees as well as provide Support from Human Resources, Global Benefits, and General Accounting for Service Receiver. Service Receiver will remain on Service Provider Benefits programs for the remainder of the calendar following separation up to December 31, 2014.

Service Provider currently provides active participants in the employer funded medical, pharmacy(Rx), dental, and additional benefits program administration for coverages provided through Cigna Medical, Express Scripts(Rx), MetLife(dental), MetLife (STD), MetLife (Basic Life & ADD) and Aetna Global Medical and Dental ( Cigna, MetLife, Aetna collectively, the “Vendors”) for its Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the EXELIS SALARIED MEDICAL AND DENTAL PLAN and the Exelis Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2014 for Service Receiver’s Covered Employees. All claims of Service Receiver’s Covered Employees made under the Plans and incurred on or prior to December 31, 2014 the (“2014 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Receiver’s Covered Employees as if such employees are employees of Service Provider.

All medical, dental, pharmacy and FSA claims of Service Receiver’s Covered Employees made under the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service Receiver will pay Service Provider for coverage based on 2014 budget premium rates previously set for the calendar year 2014. Service Receiver will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1st) calendar day of the month, commencing on the day after the Distribution Date.

Service Receiver will prepare and deliver to Service Provider a bi-weekly self-bill immediately following the bi-weekly processing of the Service Receiver’s payroll, a data file containing the payroll summary information for the employee funded benefits plans identifying the payroll deductions and active participant information and cost breakdown outlining the total cost per employee funded benefit plan. Service Receiver will perform a wire transfer to Service Provider within 24 to 48 hours of completion of their payroll register the total funds required to support the benefit deductions from the Service Receiver employee bi-weekly paychecks. Service Provider will process the distribution of funds to the identified benefit providers as required to support the Service Provider contractual and regulatory obligations. In the event the funds are not wired in a timely fashion, Service Provider will contact Service Receiver to request information related to the transfer of funds. Benefit payments may be held by Service Provider until funds are wired to support payment obligations from Service Receiver.

 

30


Schedule A5

 

Service Provider will prepare an invoice for the employer provider benefits on the first (1st) business day of the calendar month based on the number of active plan participants for each employer funded benefit plan. The Service Receiver will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Receiver’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

Service Provider will retain responsibility for executing funding of Claim payments for Cigna Medical, Express Scripts (RX), MetLife (dental), and Aetna Global Medical and Dental and eligibility management with Vendors through December 31, 2016.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Service Charges noted for services identified as A5.1 thru A5.18 are considered estimates. Service Charges for each service area will be billed based on the actual participants of each plan for both the employee funded and employer funded benefits plans.

 

31


Schedule A5

 

Service #

  

Service Name

  

Description of Service

  

BAU

Transaction

Volume

  

Minimum
Service
Period

(in mo.)

   Service
Charge
 
   Benefits Plans Provided to Service Receiver   
A5.1    Cigna Medical Benefits and Express Scripts Benefits - Employer Funded    Service Provider will manage and fund Cigna Medical and Express Scripts Plan benefits for Service Receiver billing Service Receiver for the actual monthly enrollment for the benefits provided.    Monthly based on Actual Enrollment    3    $ 175,000   
A5.2    EyeMed Vision Benefits - Employee Funded    Service Provider will manage EyeMed Vision Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Monthly actuals based on participants on 1st of each calendar month; Support based on 432 participants    3    $ 3,000   
A5.3    MetLife Dental Benefits - Employer Funded    Service Provider will manage MetLife Dental Benefits for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Monthly based on Monthly Actuals    3    $ 19,296   
A5.4    MetLife LTD & STD Benefits - Employee Funded (only)    Service Provider will manage MetLife LTD & STD Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on 235 participants (LTD only, no STD)    3    $ 8,600   
A5.5    MetLife Basic Life Benefits - Employer Funded    Service Provider will manage MetLife Basic Life Benefits Service for currently enrolled Service Receiver employees requesting funding in advance of payment to benefit services provider based on prior month actuals.    Monthly actuals based on participants on 1st of each calendar month; Support based on 339 participants    3    $ 6,000   
A5.6    MetLife ADD Benefits - Employer Funded    Service Provider will manage MetLife ADD Benefits Service for currently enrolled Service Receiver employees requesting funding in advance of payment to benefit services provider based on prior month actuals.    Monthly actuals based on participants on 1st of each calendar month; Support based on 322 participants    3    $ 500   

 

32


Schedule A5

 

A5.7    Wageworks Benefits - Employer Funded    Service Provider will manage and fund Wageworks benefits plan. A portion of the monthly bill for the service will be shared with Service Provider. Upon a Cobra Qualifying Event for Service Receiver, Service Provider will provide support for enrollment.    Monthly based on Actual Percentage of participants for the Portion of monthly $10K payment; estimated based on 3%    3    $ 309   
A5.8    Aetna Global Medical and Dental Benefits - Employer Funded    Service Provider will manage Aetna Global Medical and Dental Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Monthly based on Monthly Actuals    3    $ 56,650   
A5.9    Cigna Health Savings (HSA) Benefits - Employee Funded    Service Provider will manage Cigna Health Savings (HSA) Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on roughly 35 participants    3    $ 3,500   
A5.10    Cigna Health Savings Account (HSA) Benefits - Live Healthier Portion - Employer Funded    Service Provider will manage Cigna Health Savings Account (HSA) Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Billed as needed in alignment with plan Based on Actuals; Support based on active participants    3    $ 3,000   
A5.11    Cigna Flexible Spending Account (FSA) Benefits - Plan Costs - Employer Funded    Service Provider will manage Cigna Flexible Spending Account (FSA) Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support is based on roughly 70 participants    3    $ 269   
A5.12    Cigna Flexible Spending Account (FSA) Benefits - Employee Funded    Service Provider will manage Cigna Flexible Spending Account (FSA) Benefits Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on roughly 70 participants    3    $ 10,000   
A5.13.1    Mercer Benefits - Employee Funded    Service Provider will manage Mercer (Marsh) Benefits (Legal and Auto Benefits) Service for currently enrolled Service Receiver employees requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on 150 participants    3    $ 13,000   
A5.13.2    Mercer Benefits - Supplemental Life - Employee Funded    Service Provider will manage Mercer (Marsh) Benefits (Supplemental Life) Service for currently enrolled Service Receiver employees requesting funding in advance of payment to benefit services provider based on prior month actuals. Service Receiver participants will remain on plan until October 1, 2014 then move to a direct billed plan.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on 150 participants    1    $ 0   

 

33


Schedule A5

 

A5.14    United Way Benefits - Employee Funded    Service Provider will not provide any support related to United Way employee deductions.    Service Receiver will remit payment directly to Pikes Peak United Way; Support based on 2 participants    3    $ —     
A5.15    ACS, Xerox ISP 401K (Salary) - Employee Loans Only    Service Provider will manage ACS, Xerox, ISP 401K Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis for Employee Contributions and Employer Match; Support based on 312 participants    2 Pay Period post Spin-off    $ 11,000   
     

Transfer funds for loans will happen approximately 4 weeks post spin

        
A5.16    Principal 401K (Salary)- Employee Loans Only   

Service Provider will manage Principal 401K Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.

 

   Direct Wire once payroll is processed on a bi-weekly basis for Employee Loan Payments; Support based on 6 participants    2 Pay Period post Spin-off    $ 2,000   
     

Principal Loan balances are being transferred to the Xerox program by July 31, 2014. The remaining balances after transfer to Xerox will be transferred with A5.15 within four weeks post spin.

        
A5.17    AON (Voluntary Accident Insurance) Consulting Services - Employee Funded    Service Provider will manage AON Consulting Service for currently enrolled Service Receiver employees and families requesting funding in advance of payment to benefit services provider based on prior month actuals.    Direct Wire once payroll is processed on a bi-weekly basis; Support based on 165 participants    3    $ 1,600   
A5.18    ValueOptions Benefits - Employer Funded    Service Provider will manage ValueOptions Benefit (Employee Assistance Program) Service for eligible Service Receiver employees requesting funding in advance of payment to benefit services provider based on monthly rate and headcount.    Monthly based on a headcount of 322    3    $ 1,900   
A5.19    Cigna Health Reimbursement Account (HRA) - Plan Costs - Employer Funded    Service Provider will manage Cigna Health Reimbursement Account (HRA) Benefits Service for currently enrolled Service Receiver employees and families.    Administrative fee for HRA is billed as a part of monthly Cigna ASO fees Support based on 121 participants    3    $ 490   
Exelis HQ    Service Provider Global Benefits Billing and Management Support Services   
A5.20    Service Provider Global Benefits Billings and Management Support Services   

Cigna Medical and Express Scripts Support Services - Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Cigna Medical and Express Scripts benefits plan.

 

   Support provided based on 170 Active Participants    3    $ 957   
      Service Provider will provide invoice to Service Receiver for employer funded benefits on the first of each calendar month of the TSA period. Service Receiver will pay invoice within 10 days of receipt of invoice to ensure funds are available from Service Receiver so Service Provider can dispense payment to 3rd party providers for benefits utilized by Service Receiver active participants.    Monthly      

 

34


Schedule A5

 

      MetLife Dental Benefits Support Services - Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in benefits plan.    Support provided to Active Participants      
      Aetna Global Medical and Dental Benefits Support Services - Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in benefits plan.    Support provided based on 145 Active Participants      
      Cigna Health Reimbursement Account (HRA) Support Services - Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants and their family members enrolled in benefits plan.    Support provided to Active Participants      
      Live Healthier Support Services - Service Provider will support the transition of participant information from existing Live Healthier provider to new Live Healthier provider selected by Service Receiver. Support is required by Service Provider for this transition of information to align with HIPPA requirements.    One time support effort to transfer participant information to new provider      
      Cigna Flexible Spending Account (FSA) Benefits Support Services - Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Cigna Flexible Spending Account (FSA) benefits plan.    Support provided to active participants      
      Service provider will provide administration of dependent day care and health care flexible spending accounts (FSAs) for Service Receiver management benefitted employees who elected to contribute to these account(s) in the 2014 plan year.         
Exelis SBS Finance    Service Provider Benefits Billing and Management Support Services   
A5.21    Service Provider Benefits Billing, Reconciliation, and Management Support Services   

Service Provider will use completed payroll cycles documentation from Service Receiver or system of record to identify actuals for the employee benefit deductions for the Service Receiver to prepare and disperse payments to benefit providers.

 

   Monthly    3    $ 2,000   
     

Service Receiver will perform a wire transfer of funds based on bi-weekly payroll registers within 24 to 48 hours to Service Provider. Service Provider will dispense payment of benefit services after receipt of wire transfer from Service Receiver.

 

        
      Service Provider will provide invoice to Service Receiver for employer funded benefits on the first of each calendar month of the TSA period. Service Receiver will pay invoice within 10 days of receipt of invoice to ensure funds are available from Service Receiver so Service Provider can dispense payment to 3rd party providers for benefits utilized by Service Receiver active participants.    Monthly      
      Service Provider will use bi-weekly payroll register reports outlining the payroll deduction codes for each of the identified benefits of completed payroll cycles document and payroll queries from Service Receiver to validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for the Service Receiver.    Bi-Weekly Pay Periods      

 

35


Schedule A5

 

                                Service Provider will use completed and agreed upon payroll cycles and payroll queries from the Service Receiver to transmit interface files to 3rd party vendors on behalf of the Service Receiver.    Weekly or as needed      
      Service Provider will use information from the Service Receiver to maintain and control files for 401(k) and ISP for the Service Receiver.    Monthly      
      The Service Provider will use the Year End Payroll Close from Service Receiver to calculate 401k Year to Date totals for employee, employer, and loans and provide report by vendor to the Service Receiver.    Annually      
      Service Provider will provide reconciliation services to Service Receiver as needed to support the benefits services which are billed based on actuals at first of month. Adjustments to account for fluctuations in participation will be debited or credited on the preceding months invoice.    As Needed      
      EyeMed Vision Benefits Monthly Finance and Billing Support Services - Service Provider staff accountant on a monthly basis will obtain a deduction report from Infinium identifying the amount of deductions related to EyeMed (code 03910). The Service Provider staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup.    Monthly      
      MetLife LTD & STD Benefits Monthly Finance and Billing Support Services - Service Provider on a monthly basis will obtain a query (FWSSLTD) from Infinium identifying the amount of employee deductions for LTD for MetLife. Service Provider Staff accountant obtains the MetLife Advices sent via email identifying the amount of employer contribution for Life and Supp Life. Detail is emailed to MetLife, and the staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup.    Monthly      
      MetLife Basic Life & ADD Benefits Monthly Billing Management Services - Service Provider on a monthly basis will obtain a query (FWSSLTD) from Infinium identifying the amount of employee deductions for LTD for MetLife. Service Provider Staff accountant obtains the MetLife Advices sent via email identifying the amount of employer contribution for Life and Supp Life. Detail is emailed to MetLife, and the staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup.    Monthly      

 

36


Schedule A5

 

      Cigna Health Savings (HSA) Benefits Monthly Billing Services - Service Provider staff accountant on a weekly basis will determine the amounts that need to be funded for HSA by running a Business Objects report and reconciling the report to the HSA Preliminary for CIGNA. The staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup. NOTE: THIS MUST BE FUNDED BY SAME DAY WIRE ON WEDNESDAYS BEFORE 4PM.    Monthly      
      Mercer (Marsh) Benefits Monthly Billing Services - Service Provider Payroll Services will manage and fund Mercer (Marsh) Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month.    Monthly      
      Mercer (Marsh) Benefits Monthly Reconciliation Services - Service Provider will provide reconciliation services to Service Receiver for the Mercer (Marsh) benefits service which are prepaid by Service Receiver based on prior month actuals. Adjustments to account for fluctuations in participation will be debited or credited on the preceding months invoice.    Monthly      
      ACS, Xerox ISP 401K (Salary) Monthly Billing Services - Service Provider staff accountant on a weekly basis will determine the amounts that need to be pre-billed for the ISP plan by obtaining the Robot and Xerox report and reconciling it with an Infinium report. The staff accountant will send Service Provider an email containing the funding request, with reports showing the Robot, Xerox, and Infinium reports and an explanation for differences.   

Weekly or as

needed

     
      Principal 401K (Salary) Monthly Billing Services - Service Provider Payroll Services will provide Principal Loan Processing required to support payroll processing for Service Receiver upon receipt of notification by secured email. Service Provider staff accountant on a weekly basis will obtain a detailed report from Service Receiver payroll detailing the Principal payments. The Service Receiver staff accountant will reconcile the report from Service Receiver payroll services against the email received from Principal detailing the expected payment. The Service Provider staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup. NOTE: THIS IS NOW BEING PERFORMED DURING BUSY PAYROLL WEEKS ONLY (i.e., odd weeks).    Monthly      

 

37


Schedule A5

 

      AON Consulting Monthly Billing Services—Service Provider staff accountant on a monthly basis will obtain a deduction report from Infinium identifying the amount of prior month deductions related to AON Consulting for Voluntary Accident Insurance (code 00750 and 00760). The Service Provider staff accountant will send an email to Service Receiver indicating how much to fund and providing the backup.    Monthly      
Exelis SBS HR    Service Provider Benefits Management and Support Services   
A5.22    Service Provider Benefits Management and Support Services   

Service Provider will provide daily issue handling for Service Receiver. Service Receiver users can make a phone call or send an email to ask questions related to employee data and/or transactional history.

 

   Support provided to Active participants in the benefits programs noted below    3    $ 12,035   
     

Service Provider will answers data Input Questions Covered in User Manual to Service Receiver users.

 

        
     

Service Receiver will coordinate issue resolution as needed within the functional areas of Service Provider including IT, Payroll, General Accounting, HQ Benefits and/or third party vendors for Service Receiver.

 

        
     

Service Provide will provide vendor file feed resolution to national carriers. Service Provider will accept phone or email from Service Receiver or external benefits provider and resubmit corrected file feed or corrected actual employee record based on request.

 

        
     

Service Provider will support Salaried Pension Eligibility file feed questions from field Service Receiver HR staff will be triaged by Service Provider and assist Service Receiver in data correction.

 

        
      Service Provider will provide Validation Reports from Health & Welfare and Pension. Service Provider will receive reports from 3rd party providers listing errors related to health & welfare data and Service Provider will assist Service Receiver HR field staff to make appropriate changes.         
      Service Provider will enter benefit updates including urgent updates upon request from the Service Receiver.         
      Service Provider will make Benefit Changes due to qualifying event upon request from the Service Receiver.         
      Service Provider will make inquiries relating to benefits and/or personnel information upon request from the Service Receiver.         
      The following Support Services are offered for the Benefit Areas Identified:         

 

38


Schedule A5

 

     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Cigna Medical and Express Scripts benefits plan.

   Support provided based on 170 Active Participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in EyeMed Vision benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in MetLife LTD & STD benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in MetLife Basic Life & ADD benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Wageworks benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Aetna Global Medical and Dental benefits plan.

   Support provided based on 145 Active Participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Cigna Health Savings (HSA) benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Cigna Federal Savings (FSA) benefits plan.

   Support provided to active participants      

 

39


Schedule A5

 

     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Mercer (Marsh) benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in ACS, Xerox, ISP 401K benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in Principal 401K benefits plan.

   Support provided to active participants      
     

Service Provider will manage benefits plan on behalf of Service Receiver including discussions for benefits service provider and tasks necessary to manage claims associated with the Service Receivers active participants enrolled in AON Consulting benefits plan.

   Support provided to active participants      
Exelis SBS Finance    Payroll Tax Service Support   
A5.23    Payroll Tax Service Support   

Service Provider will provide support on existing miscellaneous open issues related to corporate payroll tax that have not been resolved at the date of Hard Spin.

 

   As received/or as needed    3    Time and
Materials
Based on
Additional
Pricing Section
     

Service Provider will provide support with the jurisdictions until POA (Power of Attorney) has been recognized by the State.

 

        
      Service Provider will provide Historical Data Support that is needed to provide Service Receiver with payroll tax data prior to Exelis/ITT/Xylem Spin in 2011 in Infinium and ADP Systems.         

 

40


Schedule A5

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

41


Schedule A5

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

   Service Charge
($/hour)
  

Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:

 

A5.1 thru

A5.18

   Benefit Plans Identified in Scope   

Support of data extraction requests from the Service Receiver.

 

   Time and Materials
Based on
Additional Pricing
Section
     

A statement of work is required from Service Receiver to support efforts relating to exiting this TSA agreement from the Service Provider.

 

  
A5.20    Service Provider Global Benefits Billing and Management Support Services   

A statement of work is required from Service Receiver to support efforts relating to exiting this TSA agreement from the Service Provider. Any changes in processing of payments for benefits identified in scope will require a statement of work to identify additional labor needed to support change in payment processing.

 

  
A5.21    Service Provider Benefits Billing, Reconciliation, and Management Support Services   

A statement of work is required from Service Receiver to support efforts relating to exiting this TSA agreement from the Service Provider. Any changes in processing of payments for benefits identified in scope will require a statement of work to identify additional labor needed to support change in payment processing.

 

  
A5.22    Service Provider Benefits Management Support Services   

A statement of work is required from Service Receiver to support efforts relating to exiting this TSA agreement from the Service Provider. Any changes in management of support services for active participants will require a statement of work to identify additional labor needed to support change to alternate support method.

 

  
A5.23    Payroll Tax Support Services   

A statement of work is required from Service Receiver to support efforts outside of the scope of the existing TSA agreement. No addition support is expected to exit out of this portion of the TSA.

 

  
  

Service Provider will provide the following knowledge transfer services:

 

A5.1 thru A5.18    Benefit Plans Identified in Scope   

Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to the Benefit services supported by this TSA.

 

   Time and Materials
Based on
Additional Pricing
Section
A5.20   

Service Provider Global Benefits Billing and Management Support Services

 

   Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to the Benefit services supported by this TSA.   
A5.21   

Service Provider Benefits Billing, Reconciliation, and Management Support Services

 

   Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to the Benefit services supported by this TSA.   
A5.22   

Service Provider Benefits Management Support Services

 

  

Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to the Benefit services supported by this TSA.

 

  
A5.23    Payroll Tax Support Services    Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to the Benefit services supported by this TSA.   

 

42


Schedule A5

 

Supplemental Services

For requests for supplemental services relating to HR, Benefits and Payroll by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA, Rochester, NY, USA, and McLean, VA, USA.

PREREQUISITES

 

    Service Receiver will provide accurate and timely information to allow Service Provider to dispense funds to benefit providers.

 

    Service Receiver will be responsible for maintaining read only access for the Service Provider’s named individuals to the Infinium modules required to pull the data extracts needed to provide accurate and timely distribution of funds to benefit providers.

 

    If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

43


Schedule A5

 

DEPENDENCIES

 

    Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect.

 

    Service Receiver must remit funds for employee funded benefits via wire transfer within 24 to 48 hours of completion of bi-weekly payroll processing.

 

    Service Provider will create and send invoice for employer funded benefits on the first (1st) business day of each month. Invoice will be based on total number of active participants for each benefit plan as of the first (1st) business day of each month. Service Provider will send invoice to Service receiver within five (5) business days following the first (1st) business day of each month. Service Receiver is responsible for payment of invoices to Service Provider for employer funded benefits within 10 days of the invoice date.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

 

    The services documented within this agreement must be exited at the same time and as such cannot be exited in parts.

 

    In the event that the Infinium Application is move to new Service Receiver infrastructure before December 31, 2014, Service Receiver must coordinate with Service Provider to continue processing of identified benefits for active participants which may include manual processing or administration of the active participants by the Service Receiver. If the necessary information and required funding cannot be transferred to the Service Provider in alignment with this agreement, it is the responsibility of the Service Receiver to initiate discussions to modify the TSA to support the Service Receiver change of infrastructure and processing.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do

 

44


Schedule A5

 

not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

45


Schedule A6

 

A6 EMAIL FORWARDING

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]

Exelis Inc.

   Director, EI Messaging Services   

[]

  

[]

[]

Vectrus

   Director, Information Technology   

[]

  

[]

GENERAL SERVICE DESCRIPTION

Service Provider will perform EXELISINC.com Email Forwarding Services for Service Receiver.

The primary service is to provide a computer processing platform that supports the business applications of the Business, which includes IT support for technology infrastructure.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

46


Schedule A6

 

Service #

  

Service Name

  

Description of Service

  

BAU

Transaction
Volume

  

Minimum

Service
Period (in
mo.)

  

Service
Charge

A6.1    Email Forwarding Support Services   

Provide Email Forwarding services for email messages sent to EXELISINC.com. Service Provider will forward messages to new Service Receiver domain addresses.

 

   Unlimited number of emails forwarded    12    $5,000
per month
A6.2    Email Forwarding Contact Management    Service Provider will maintain Exchange contact objects in their Active Directory for all legacy EXELISINC.com SMTP addresses.         
A6.3    Email Forwarding Contact Management Escalation    The Service Provider will add additional contact objects within 48 hours of receiving the request from the Service Receiver. Escalations for 4 hour turnaround will be allowed for high profile users and accounts. Each escalation will require Exelis and Vectrus Messaging Manager agreement before the committed 4 hour turnaround can be processed.    As Needed    12    Time and Materials Based on Additional Pricing Section
A6.4    Legacy Mailbox Legal Hold Support    The Service Provider will provide support for legal holds in respect to information required from legacy mailboxes of terminated Service Receiver users that were not migrated to the new Service Receiver Exchange Services environment. Service Provider will support data recovery requests within 10 working days after receipt of request from Service Receiver unless negotiated with Service Provider to provide information in a shorter time period.    As Needed    12    Time and Materials Based on Additional Pricing Section

Services that will not be provided as part of this agreement are:

 

    Filtering of spam beyond SenderBase reputation level

 

    Legal holds – Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel

 

    Updating of Service Receiver’s domain changes

Service Provider reserves the right to temporary halt the service, provided notification is given to Service Receiver using commercially reasonable efforts, due to:

 

    Unusual increase in volume of emails

 

    Threats to security

 

    Constraints to network resources

 

47


Schedule A6

 

Should the Service Receiver require changes to the documented services, Parties agree to negotiate in good faith with regard to such modification.

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

48


Schedule A6

 

Exit Services

No exit services have been identified to be provisioned under this agreement.

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

   Service Charge ($/hour)
   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
A6.1
A6.2
A6.3
A6.4
   Email Forwarding Support and Contact Management    No support is required to exit this service agreement. Forwarding services will be discontinued in alignment with this service agreement.    Time and Materials Based on
Additional Pricing Section
   Service Provider will provide the following knowledge transfer services:
A6.1
A6.2
A6.3
A6.4
   Email Forwarding Support and Contact Management    Not required for this service agreement    Time and Materials Based on
Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Email Forwarding by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request provided in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA and Culpepper, VA, USA to Global locations.

 

49


Schedule A6

 

PREREQUISITES/DEPENDENCIES

 

    The Service Receiver will provide a list of obsolete contact objects that can be removed by the Service Provider on a monthly basis.

 

    Service Provider’s Exchange Organization must be authoritative for the EXELISINC.com (Simple Mail Transfer Protocol) SMTP address space and the Service Receiver’s Exchange Organization must not add exelisinc.com to its Email Address Policy.

 

    The Service Receiver will not use the domain email.exelisinc.com for the period of time which this agreement is in effect

 

    The Service Receiver will coordinate all legacy messaging DNS record changes with the Service Provider.

 

    Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect.

 

    Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect.

 

    Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

 

    Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US.

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion and will make commercially reasonable efforts to resolve incidents with service delivery.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

 

50


Schedule A6

 

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

51


Schedule A7

 

A7 TRAVEL BOOKING AND FULFILLMENT SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]

 

Exelis Inc.

   Manager, Exelis Corporate Travel Department   

[]

  

[]

[]

 

Vectrus

   Manager, Accounts Payable & Travel Accounting   

[]

  

[]

GENERAL SERVICE DESCRIPTION

The Service Provider will provide Travel Booking and Fulfillment Services on a 24/7 basis to include online booking tool access and telephonic agent access to support the travel service needs of Service Receiver including air and rail ticket issuance, ground transportation and hotel reservations. All services and support as outlined in the Scope of Services document provided to Service Receiver post-spin will mirror the services and support Service Receiver receives prior to the spin-off from Service Provider.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

52


Schedule A7

 

Service #

  

Service

Name

  

Description of Service

  

BAU

Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

   Online Reservation Processes & Services
A7.1    Online Reservation Processes & Services   

Service Provider will provide the following services to Service Receiver in support of online reservation processes and services:

 

      3    Transaction Based Billing
     

Access

 

   700 per month      
     

Service Provider will provide access to Concur Travel for Profiled Service Receiver employees.

 

        
     

Profiles

 

   700 per month      
     

Service Provider will maintain the link for the HR Data feed to create and terminate Profiles for Service Receiver.

 

        
     

Service Provider will provide automatic Online Profile sync to GDS Profile for Service Provider.

 

        
     

Service Provider will maintain the association of Profiles to Org Units, Travel Rules and other key fields for Service Receiver.

 

        
     

Hierarchy

 

   As Needed      
     

Service Provider will maintain the current Org Unit hierarchy for Service Receiver.

 

        
     

Service Provider will add new Org Units as needed.

 

        
     

Service Provider will ensure Profiles are associated to the appropriate hierarchy.

 

        
     

Travel Rules

 

   As Needed      
     

Service Provider will program Concur Travel Rules based on Service Receiver Travel Policy including Export Control Process, High Risk Country Approval Process, and Fly American Act compliance.

 

        
     

Service Provider will maintain the defined Travel Rule workflow.

 

        
     

Service Provider will ensure GDS lodging rates are available to drive the Travel Rule settings.

 

        
     

Booking

 

   5,000 Annually      
     

Service Provider will ensure online booking tool allows profiled Service Receiver employees to create reservations for air, rail, car and hotel.

 

        
     

Service Provider will ensure preferences from Profile are applied.

 

        
     

Service Provider will ensure appropriate corporate discounts are applied.

 

        
     

Service Provider will provide access to non-GDS inventory via online booking tool.

 

        
     

Service Provider will ensure Preferred Hotels are identified.

 

        
     

Service Provider will ensure lowest cost travel inventory is offered and travel inventory outside of the Travel Rule parameters invokes defined workflow.

        

 

53


Schedule A7

 

         

Help Desk & Training

 

   As Needed          
     

Service Provider will provide telephonic help desk assistance with online booking to Service Receiver profiled employees.

 

        
     

Service Provider will provide online booking training as needed.

 

        
     

Service Provider will assist with vendor issue resolution.

 

        
     

Service Provider will assist with understanding and reconciliation of invoicing.

        
  

Telephonic Agent Booked Reservations

 

A7.2    Telephonic Agent Booked Reservations   

Service Provider will provide the following services to Service Receiver in support of Telephonic Agent Booked Reservations.

 

      3    Transaction Based Billing
     

Access

 

   200 Monthly      
     

Service Provider will provide telephonic access to Travel Consultants during normal Service Provider Corporate Travel Department business hours at current service level.

 

        
     

Service Provider will provide email access to Travel Consultants at current service level.

 

        
     

GDS Profiles

 

   As Needed      
     

Service Provider will maintain the GDS Profiles including key fields for Service Receiver.

 

        
     

Service Provider will delete terminated employees’ GDS Profiles upon notification of termination from Service Receiver.

 

        
     

Service Provider will manually add key fields such as medical deviation approval, VIP status as requested by Service Receiver.

 

        
     

Travel Policy

 

   As Needed      
     

Service Provider shall apply the Service Receiver Travel Policy to Service Providers Travel Consultants’ scripts as needed including Export Control Process, High Risk Country Approval Process, and Fly American Act compliance.

 

        
     

Travel Consultant Reservation Process

 

   200 Monthly      
     

Service Provider will offer lowest logical travel options.

 

        
     

Service Provider will create reservations for air, rail, rental car, hotel and car services for Profiled and non-Profiled Service Receiver employees.

 

        
     

Service Provider will document the travel records with exceptions, reason codes and other key reporting information.

 

        
     

Service Provider will make requested changes to booked reservations – this includes exchanged, cancelled, refunded or voided reservations.

 

        
     

Service Provider will provide travel information on a variety of travel vendors, services and options.

 

        
     

Service Provider will provide information and documentation to the Service Receiver Final Approver when exceptions outside of Service Receiver Travel Policy are requested.

 

        
     

Service Provider will provide required information to the Service Receiver CTS Final Approver.

        

 

54


Schedule A7

 

   Payment Methods    200 Monthly      
A7.3    Payment Methods   

Service Provider will apply the Service Receiver corporate card as payment method for Service Receiver travelers who are cardholders.

 

   200 Monthly    3    Transaction Based Billing
      Service Provider Travel Consultants will apply as approved by the authorized Service Receiver CTS Final Approver the appropriate Service Receiver CTS account as payment method for Service Receiver travelers who are not cardholders.         
   Ticket Issuance      
A7.4    Ticket Issuance    Service Provide will Issue all air and rail tickets as electronic tickets for Service Receiver.    500 Monthly    3    Transaction Based Billing
   Quality Control      
A7.5    Quality Control   

Service Provider will document the itinerary with ticket/confirmation numbers and other needed details for Service Receiver.

 

   800 Monthly    3    Transaction Based Billing
     

Service Provider will apply the Lowest Logical Airfare to the Service Receiver Invoice.

 

        
     

Service Provider will apply the Service Receiver Travel Policy to quality control programming as required.

 

        
     

Service Provider will provide continuous low fare search and notification if applicable.

 

        
     

Service Provider will apply the Service Receiver High Risk Country Approval process when an identified high risk country is a destination.

 

        
     

For all international travel, Service Provider will apply Service Receiver Export Control Process prior to ticket issuance.

 

        
     

Service Provider will document the travel record with key reporting information.

 

        
   Point of Sale Transaction Fees      
A7.6    Point of Sale Transaction Fees    Service Provider will charge the agreed upon transaction fee at the point of sale or as soon as practical.    As Applicable    3    Transaction Based Billing
   Itineraries and Invoices      
A7.7    Itineraries and Invoices   

Service Provider will issue electronic itineraries as soon as possible after ticket issuance or after reservation changes.

 

   As Needed    3    Transaction Based Billing
     

Service Provider will issue electronic invoices as soon as possible after payment confirmation and ticket issuance or after reservation changes.

 

        
     

Service Provider will distribute the electronic itinerary and invoices to the email addresses in the Profile for the Service Receiver traveler.

 

        
     

Service Provider will provide ‘back-up’ Travel Invoices as needed.

 

        
   Unused Tickets, Credits, Voids & Refunds      
A7.8    Unused Tickets, Credits, Voids & Refunds   

Service Provider will process unused tickets, credits (MCO), voided tickets and refunded tickets as needed.

 

   50 Monthly    3    Transaction Based Billing
     

Service Provider will add unused ticket information to the online booking tool for association to Profile of Service Receiver traveler.

 

        
      Service Provider will manage unused tickets and credits to provide maximum asset recovery and usage.         

 

55


Schedule A7

 

     Emergency Afterhours Service          

A7.9

   Emergency Afterhours Service   

Service Provider will provide access to 3rd party Travel Consultants when the Service Provider Travel Department is closed or due to extended telephone hold time the call is transferred to the after-hours service during normal business hours.

 

   As Needed    3    Transaction Based Billing
      Service Provider will ensure reservations created by the 3rd party Travel Consultants meet Service Receiver requirements.         
   Travel Risk Management      

A7.10

   Travel Risk Management   

Service Provider will queue a copy of all travel records to iSOS for inclusion in TravelTracker.

 

   800 Monthly    3    Transaction Based Billing
     

Service Provider through iSOS will provide travel alerts, passport, visas and country entry requirements.

 

        
      Service Provider will provide identification of Service Receiver employees who are possibly impacted as a result of a world, travel or weather event.         
   Customer Service      

A7.11

   Customer Service   

Service Provider will maintain current customer service levels for Service Receiver.

 

   As Needed    3    Transaction Based Billing
      Service Provider will communicate industry updates and changes as applicable including direct emailings and newsletters.         
   VIP Travelers      

A7.12

   VIP Travelers   

Service Provider will provide a separate telephonic access to top 4 predefined Service Receiver VIPs.

 

   As Needed    3    Transaction Based Billing
      Service Provider will apply Service Receiver VIP Travel Policy to VIP reservations.         
   Reporting      

A7.13

   Reporting   

Service Provider will provide the following reports to the Service Receiver. Monthly reports will be delivered by the 20th of the next month and weekly reports by the following Wednesday.

 

   See below    3    Transaction Based Billing
     

Monthly Air Activity

 

   1 Monthly      
     

Monthly Rental Car Activity

 

   1 Monthly      
     

Monthly Hotel Activity

 

   1 Monthly      
     

Monthly Exception Report

 

   1 Monthly      
     

Monthly Other Key Statistics and Performance Report

 

   1 Monthly      
     

Weekly Export Control Compliance Report

 

   1 Weekly      
      Service Provider will create ad-hoc reports as requested by Service Receiver.    As Needed      
   Business Review      

A7.14

   Business Review    When applicable Service Provider travel manager will meet with Service Receiver representatives to review travel program.    As Needed    3    Time and Materials Based on Additional Pricing Section

 

56


Schedule A7

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same Services and Support to the Service Receiver as outlined in the Scope of Services document and will mirror the services and support provided prior to the spin-off to the Service Receiver.

The billing for services rendered will be a point of sales (POS) transaction fee. The Service Receiver’s transaction fees are based on current volume, current Service Provider’s cost, travel booking type, action needed and service source. If the transaction fee revenue is more than 10% less than projected at the time of establishing the transaction fee, the Service Provider shall inform the Service Receiver and adjust the transaction fees to cover Service Provider’s operational cost for support of the Service Receiver.

The transaction fee will be charged directly to the traveler’s corporate card or the business unit’s Central Travel Services (CTS) account at the point of sale or reservation of travel vendor inventory.

In 2nd Quarter 2015, a true-up of the Service Provider’s 2014 rebates/commissions will be performed. Rebates/commissions, less the 3% TSA fee, above the Service Provider’s cost to support the Service Receiver will be returned to Service Receiver.

 

Scenario

  

Other Fees

  

Point of Sale Transaction Fees

Travel volumes are sufficient to maintain the expected revenue from transaction fees    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    The POS transaction fees will not increase.
Travel volumes are reduced or travel patterns change and expected revenues from transaction fees are reduced by 10% month over month    Service Provider will provide documentation of cost and revenue offset for acceptance by the Service Receiver. The Service Receiver shall reimburse the Service Provider for the lost revenue.    The POS transaction fee may be increased with agreement from the Service Receiver.

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

57


Schedule A7

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. After the selection of a 3rd party travel booking & fulfillment agency a comprehensive list can be determined. These efforts could include:   
A7.1 thru A7.12   

Travel Booking &

Fulfillment

Services

  

Service Provider will require a statement of work outlining the support hours required to assist Service Receiver from existing services agreement including the following service areas:

 

   Time and Materials Based on Additional Pricing Section
     

Service Provider will provide complete listing of active user profiles to Service Receiver.

 

  
     

Service Provider will provide details of current Concur Travel set-up including rules, messaging, applicable discount codes

 

  
     

Service Provider will provide details of past travel reservations to support new travel booking agency

 

  
     

Service Provider will provide Service Receiver will list of Unused Tickets

 

  
     

Service Provider will provide Communication Plan for change in contact information

 

  
     

Service Provider will provide reporting examples

  
   Service Provider will provide the following knowledge transfer services:
A7.1 thru A7.12   

Travel Booking &

Fulfillment

Services

   Service Provider will require a statement of work for transfer of knowledge and services to either Service Receiver or new travel booking partner established by Service Receiver.    Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to the Travel Booking and Fulfillment by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider

 

58


Schedule A7

 

(as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Palm Coast FL, USA to US based sites and non-US locations as needed.

PREREQUISITES/DEPENDENCIES

 

    Service Provider will deliver the same Services and Support to the Service Receiver as outlined in the Scope of Services document and will mirror the services and support provided prior to spin-off to the Service Receiver.

 

    The billing for services rendered will be a point of sales (POS) transaction fee. The Service Receiver’s transaction fees are based on current volume, current Service Provider’s cost, travel booking type, action needed and service source. If the transaction fee revenue is more than 10% less than projected at the time of establishing the transaction fee, the Service Provider shall inform the Service Receiver and adjust the transaction fees to cover Service Provider’s operational cost for support of the Service Receiver.

 

    The transaction fee will be charged directly to the traveler’s corporate card or the business unit’s Central Travel Services (CTS) account at the point of sale or reservation of travel vendor inventory.

 

    In 2nd Quarter 2015, a true-up of the Service Provider’s 2014 rebates/commissions will be performed. Rebates/commissions, less the 3% TSA fee, above the Service Provider’s cost to support the Service Receiver will be returned to Service Receiver.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

 

59


Schedule A7

 

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

60


Schedule A7

 

ATTACHMENT A

The Corporate Travel Department staff or afterhours support service is accessible, based on need and criticality, 24 hours a day, 7 days a week, 365 days a year, through the Exelis Corporate Travel Department main telephone number, 386-446-6545 or 855-957-8747. Emergency contact information for the Exelis Corporate Travel Department Manager is 386-986-7795.

René Colyer, Manager Exelis Corporate Travel Department can be reached by phone or email and is ready to provide assistance for any travel service related concerns. Depending on the urgency, severity, and scope of the problem, below are the recommended contact methods:

 

  1. Exelis Corporate Travel Department:
     Phone: General Phone Number: 386-446-6545
     Toll Free Phone Number: 855-957-8747
     Email: travel@exelisinc.com (please note the mailbox is not monitored during non-business hours)

 

  2. [], Manager Exelis Corporate Travel Department:
     Work Phone: []
     Mobile Phone: []
     Text Message: []
     Email: []

 

61


Schedule A8

 

A8 APPLICATIONS HOSTING AND SUPPORT SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]

 

Exelis Inc.

   Director of Enterprise Applications    []    []

[]

 

Vectrus

   Director, Information Technology    []    []

GENERAL SERVICE DESCRIPTION

Service Provider will provide infrastructure hosting and maintenance and application support for Service Receiver, as well Service Provider will provide Active Directory account maintenance support services for approved individuals from Service Receiver to access the hosted financial applications. Service Provider will also provide Service Desk Support Services for Service Receiver for all TSAs during the TSA hosting period.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

62


Schedule A8

 

Service #

  

Service Name

  

Description of Service

  

BAU
Transaction
Volume

  

Minimum
Service
Period (in
mo.)

   Service
    Charge    
 
  

OMS Application Support and Continued Availability

 

     
A8.1   

OMS Application Infrastructure Hosting Service

 

   Service Provider will host system access and provide availability on the DE1 iSeries to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 3,052   
A8.2    OMS Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 4,179   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Infinium (AP, GL, FA, PY, PE, SO, CM, GT, PL) Application Support and Continued Availability

 

  

A8.2   

Infinium Application DE1 and DE3 Infrastructure Hosting Service

 

   Service Provider will host system access and provide availability on the DE1 iSeries and DE3 iSeries to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 18,314   
A8.3    Infinium (AP, GL, FA, PY, PE, SO, CM, GT, PL) Application Support and Continued Availability   

HR/Benefits - Infinium PE

 

   Monthly Application Support provide for hosted application    7    $ 12,664   
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
A8.4      

Payroll - Infinium PY

 

   Monthly Application Support provide for hosted application    7    $ 4,217   
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        
      Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.         

 

63


Schedule A8

 

     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
A8.5      

AP - Infinium AP

 

   Monthly Application Support provide for hosted application    7    $ 847   
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      

A8.6

     

Financials - All other Infinium modules

 

   Monthly Application Support provide for hosted application    7    $ 615   
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (OnBase) Application Support and Continued Availability

 

  

A8.7

   OnBase Application Infrastructure Hosting Services   

Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Hosting Fee    7    $ 1,221   

A8.8

   Web Apps & Interfaces (OnBase) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      

 

64


Schedule A8

 

  

Web Apps & Interfaces (KOFAX) Application Support and Continued Availability

 

  

A8.9

  

KOFAX Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 1,221   

A8.10

   Web Apps & Interfaces (KOFAX) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (CVM) Application Support and Continued Availability

 

  

A8.11

  

CVM Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 1,221   

A8.12

   Web Apps & Interfaces (CVM) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (DOA) Application Support and Continued Availability

 

  

A8.13

  

DOA Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 1,221   

 

65


Schedule A8

 

A8.14

   Web Apps & Interfaces (DOA) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (PCARD) Application Support and Continued Availability

 

  

A8.15

  

PCARD Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 1,221   

A8.16

   Web Apps & Interfaces (PCARD) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (Global T) Application Support and Continued Availability

 

  

A8.17

  

Global T Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 1,221   

A8.18

   Web Apps & Interfaces (Global T) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        

 

66


Schedule A8

 

     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Web Apps & Interfaces (TCAS) Application Support and Continued Availability

 

  

A8.19

  

TCAS Application Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    12    $ 1,221   

A8.20

   Web Apps & Interfaces (TCAS) Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    12    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

JAMIS, eTime, JamisDW Application Support and Continued Availability

 

     

A8.21

  

JAMIS, eTime, JamisDW Applications Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 18,314   

A8.22

   JAMIS, eTime, JamisDW Application Support and Continued Availability   

JAMIS / DW

 

   Monthly Application Support provide for hosted application    7    $ 20,652   
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

        
     

eTime

 

        
     

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

        

 

67


Schedule A8

 

     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Business Objects Application Support and Continued Availability

 

     

A8.23

  

Business Objects Applications Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 9,157   

A8.24

   Business Objects Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 1,196   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 tickets per month      
  

AssetSmarT Application Support and Continued Availability

 

     

A8.25

  

AssetSmarT Applications Infrastructure Hosting Services

 

   Service Provider will host system access and provide availability on the WinTel Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.    Monthly Hosting Fee    7    $ 3,052   

A8.26

   AssetSmarT Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 5,974   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.

 

   2 Remedy tickets per month      
  

Service Desk Support

 

     

A8.29

   Service Desk Support for all Services provided to Vectrus via TSAs   

Service Provider will provide Enterprise Service Desk support for service requests received from Service Receiver during business hours identified within TSA Operations Handbook.

 

   Service Desk Support Services not to exceed 100 tickets per month    24    $ 7,986   
     

Service Provider will follow prioritization and acceptance criteria identified within agreed upon Service Level Agreements identified within the TSA Operations Handbook.

 

        
     

Service Provider will capture, route, and respond to Remedy Tickets submitted by Service Receiver Service Desk in accordance with service level agreements outlined within the TSA Operations Handbook.

 

        

 

68


Schedule A8

 

  

Active Directory Support Services

 

     

A8.30

   Active Directory Services for Access Requests to Hosted Applications   

Active Directory Services required to manage accounts established to allow access to Service Receiver users to Service Provider Hosted Applications during the TSA Applications Hosting period.

 

   As Needed    7     

 

 

 

 

Time and

Materials

Based on

Additional

Pricing Section

  

  

  

  

  

     

Service Provider will provision accounts in Service Provider Active Directory to allow access to TSA Hosted Applications in accordance with the service level agreement identified in the TSA Operations Handbook. Requests for new accounts from Service Receiver will be considered at a medium status.

 

        
     

Service Provider will de-provision accounts in the Exelis Active Directory within 10 days of receiving Remedy request to disable access for Service Receiver terminated user. This process will be followed in accordance to the service level agreement identified in the TSA Operations Handbook.

 

        
  

Exelis International Paystub Viewer

 

     

A8.31

   Exelis Paystub Viewer to Infinium DE3   

Service Provider will host system access and provide availability on the Server Environment to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Hosting Fee    7    $ 1,221   

A8.32

   Exelis International Paystub Viewer Application Support and Continued Availability   

Service Provider will maintain application availability to Service Receiver during normal scheduled uptime for the identified Hosted Financial Application.

 

   Monthly Application Support provide for hosted application    7    $ 2,983   
     

Service Provider will provide the appropriate change testing and change management to apply software upgrades and patches to the Hosted Financial Application utilized by Service Provider.

 

        
     

Service Provider will manage and support all interfaces to the Service Receiver’s Hosted Financial Applications and ensure each runs as scheduled.

 

        
      Service Provider will respond to service requests reported by Service Receiver as recorded in Remedy Tickets during normal business hours. Non critical support is covered between 7am and 5pm EDT.    2 Remedy tickets per month      

 

69


Schedule A8

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

70


Schedule A8

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

A8.2

   OMS Data Extract   

Service Provider will extract and provide a one-time extract of Purchase Order Data from OMS for a load into Infinium Purchasing on the Service Receiver’s new infrastructure.

 

   Time and Materials Based on Additional Pricing Section

A8.2

   OMS Historical data access   

Service Provider will provide access to historical data. Provide application source code and Service Receiver data hosted within the Service Provider environment.

 

  

A8.3

A8.4

A8.5

A8.6

   Infinium (AP, GL, FA, PY, PE, SO, CM, GT, PL) - Data Extract   

Service Provider will extract and provide a one-time extract of Service Receiver Infinium data from DE1 and DE3 for migration into Service Receiver’s new infrastructure.

 

  

A8.3

A8.4

A8.5

A8.6

   Infinium (AP, GL, FA, PY, PE, SO, CM, GT, PL) - Historical data access and extract   

Service Provider will provide access short term and provide a process to support the transfer of Infinium historical data. This would include Service Receiver AP data that Service Provider has not yet received from ITT Corp.

 

  

A8.8

A8.10

A8.12

A8.14

A8,16

A8.18

   Web Applications (OnBase, KOFAX, CVM, DOA, PCARD, Global T) - data migration   

Service Provider will extract and provide a one-time extract of Purchase Order Data from OMS for a load into Infinium Purchasing on the Service Receiver’s new infrastructure. Service Provider will also provide a one-time data transfer of the Service Receiver’s historical invoices.

 

  

A8

   Applications Transition Support to Service Receiver Environment   

Service Provider requires a Statement of Work for assistance or knowledge transfer required to setup and establish the separate application environment for Service Receiver.

 

  

A8

   Infrastructure Transition Support to Service Receiver   

Service Provider requires a Statement of Work for assistance or knowledge transfer required to setup and establish the separate infrastructure environment for Service Receiver.

 

  

A8.29

   Service Desk Support   

Service Provider requires Statement of Work for assistance or knowledge transfer required to transfer open Remedy ticket information to Service Receiver.

 

  

A8.30

   Active Directory Support    Upon termination of this Application Hosting and Support TSA, all accounts setup within the Service Provider Active Directory environment will be deleted.   

 

71


Schedule A8

 

Supplemental Services

For requests for supplemental services relating to the Infrastructure and Application Hosting and Support Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to global locations.

PREREQUISITES/DEPENDENCIES

 

    Service Receiver shall adhere to the defined IT General Controls (ITGC) and compliance processes including but not limited to:

 

    Following the schedule for periodic access reviews as defined in the ITGC Governance Calendar for the new Service Receiver Active Directory environment and any resources established in this environment supporting access to financial and privileged IT systems.

 

    Following defined standards for provisioning and de-provisioning of access with the Service Receiver Active Directory environment or any resources established in this environment supporting access to financial systems.

 

    Following defined standards for provisioning and de-provisioning elevated rights within the Service Receiver Active Directory environment or any resource established in this environment supporting access to financial and IT systems.

 

    Providing copies of the periodic review documents as well as any artifacts requested in support of the ITGC and supporting compliance processes.

 

72


Schedule A8

 

    Exelis security requirements necessitate Service Receiver shall adhere to security and access controls established by Service Provider for all application hosted by Service Provider. Any exceptions to the defined policies, standards, or procedures must be documented and approved by Service Provider.

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

73


Schedule A9

 

A9 NETWORK AND VOICE SERVICES FOR FOLBOS

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

   e-mail

[]

(Network)

 

Exelis Inc.

 

   Director, Network and Data Center Services   

[]

   []

[]

(Voice)

 

Exelis Inc.

 

   Director, Unified Communications and Messaging   

[]

   []

[]

 

Vectrus

   Director, Information Technology   

[]

   []

GENERAL SERVICE DESCRIPTION

Service Provider will provide Network Connectivity Services with Administrative Support for the FOL BOS program within Service Receiver which is located next door to Service Provider location in Newport News, VA. Service Provider will also provide Local and Long Distance Voice Services, with Administrative Support to FOL BOS program within Service Receiver which is located next door to Service Provider location in Newport News, VA.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

74


Schedule A9

 

Service #

  

Service Name

  

Description of Service

  

BAU Transaction
Volume

  

Minimum
Service
Period (in
mo.)

   Service Charge  
  

Network Connectivity Services to Service Receiver Data Center

 

  

A9.1

   Network Connectivity Services to Service Receiver Data Center   

Service provider will provide secure access to network resources for identified Service Receiver users located in an adjacent office to the Service Providers Newport News, VA location.

 

   Unlimited number of network transactions    1    $ 500   
     

Service Provide will restricted access to the Service Receiver network resources through an existing network connection located at the Service Providers Newport News, VA location via access control lists over Service Provider’s existing network equipment:

 

        
     

Service Provider will provide utilization of existing AVPN circuit on the Service Provider WAN.

 

        
     

Service Provider will provide utilization of existing Cisco router hardware as method to provide controlled access to Service Receiver’s data center resources.

 

        
     

Service Provider will provide utilization of existing network switch hardware as method to provide controlled access to Service Receiver’s data center resources.

 

        
     

Service provider will create and maintain Access Control Lists (ACL) on Service Provider router via the Service Provider AVPN circuit to provide access to the Service Provider Data Center located in Colorado Springs, CO.

 

        
     

Service provider will provide network cables from the Service Provider network closet to Service Receiver’s user workstation within the designated area identified in the subleasing agreement.

 

        

A9.2

   Administrative Support of Networking Services   

Service Provider will provide maintenance and support for networking services to the Service Receiver’s users located in the designated area identified in the subleasing agreement.

 

   As Needed    1     
 
 
 
Time and
Materials Based
on Additional
Pricing Section
  
  
  
  
  

Local and long distance voice services.

 

     

A9.3

   Local and long distance voice services   

Service provider will provide access to local and long distance voices services for identified Service Receiver users located in an adjacent building through an existing voice circuit and PRI lines located at the Service Providers Newport News, VA location.

 

   Unlimited number of voice transactions    1    $ 250   
      Service provider will provide the following telephony equipment and services to identified Service Receivers users.    Monthly Services provided to Identified Service Receiver Users      
     

Service provider will provide 9 Digital Telephone Handsets.

        

 

75


Schedule A9

 

     

Service Provider will provide 9 Telephone numbers from the existing phone number range assigned to Service Provider PRI circuit.

 

        
     

Service Provider will provide station cabling and services for 9 digital telephone handsets.

 

        
     

Service Provide will manage and provide services via the Service Providers telephone switch (PBX)

 

        
     

Service Provider will allow Service Receiver to use existing telephone circuit in support of local and long distance voice services.

 

        
     

Service Provider will provide 9 Service Receiver users with Voice Mail Accounts.

 

        
     

Service Provider will provide 1 Analog Conference Phone for utilization by identified Service Receiver users.

 

        
     

Service Provider will provide 1 Analog FAX line for utilization by identified Service Receiver users.

        

A9.4

   Administrative and Support of Voice Services    Service Provider will provide maintenance and support for networking services to the Service Receiver’s users located in the designated area identified in the subleasing agreement. Provide telephony equipment and services support (labor).    As Needed    1    Time and
Materials Based
on Additional
Pricing Section

 

76


Schedule A9

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

77


Schedule A9

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

  

Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

 

A9.1

   Network Connectivity Services to Service Receiver Data Center   

Service Provider will require a statement of work for removal of network cabling and connections in place to support continued connectivity to Service Receiver’s data center during the TSA service period.

 

   Time and Materials Based on Additional Pricing Section

A9.3

   Local and long distance voice services   

Service Provider will require a statement of work for removal of voice handsets, FAX lines, conference phones, cabling, and connections in place to support continued connectivity to Service Receiver’s data center during the TSA service period.

 

  
  

Service Provider will provide the following knowledge transfer services:

 

A9.1

   Network Connectivity Services to Service Receiver Data Center   

Service Provider will require a statement of work for knowledge transfer of existing network configuration to Service Receiver.

 

   Time and Materials Based on Additional Pricing Section

A9.3

   Local and long distance voice services    Service Provider will require a statement of work for knowledge transfer of existing local and long distance voice services configuration to Service Receiver.   

Supplemental Services

For requests for supplemental services relating to Network and Voice Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found within the TSA Operational Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 

78


Schedule A9

 

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA and/or Culpepper, VA, USA to Newport News, VA, USA location.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available for the period of this TSA.

 

    Service Receiver is responsible for equipment which has provided for their usage during this TSA period.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

 

79


Schedule A9

 

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

80


Schedule A10

 

A10 MICROSOFT SUPPORT SERVICES UNDER

EXELIS ENTERPRISE AGREEMENT

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]    Director, IT Shared Business Services    []   

[]

Exelis Inc.         
[]    Director, Information Technology    []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform Microsoft Enterprise Agreement License Usage Services, Microsoft Enterprise Agreement O365 License Usage Services, Tenant Space Administration Services, and True-Up and License Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

81


Schedule A10

 

Service #

  

Service

Name

  

Description of Service

  

BAU
Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

A10.1    Microsoft Enterprise Agreement License Usage    This service will allow Service Receiver to remain on existing Service Provider Microsoft Enterprise Agreement until either the termination of the current contract period (10/31/2014) or at such time the Service Receiver and Service Provider elect to obtain separate and unique service agreements with Microsoft.    Agreement covers devices identified as covered by Exelis EA with Microsoft as of True-Up conducted Oct 2013    1    $37,030
      This agreement covers the desktops, servers, operating systems, and applications identified within the Service Provider’s network prior to official spin-off. Any licenses to support these areas post spin-off are the responsibility of the Service Receiver to purchase with the Service Provider discount allotments identified under the existing Microsoft Enterprise Agreement.         
A10.2    Microsoft Enterprise Agreement O365 License Usage    This service will allow Service Receiver to remain on existing Service Provider Microsoft Enterprise Agreement until either the termination of the current contract period (10/31/2014) or at such time the Service Receiver and Service Provider elect to obtain separate and unique service agreements with Microsoft.    Agreement covers O365 licenses identified as covered by Exelis EA with Microsoft as of True-Up conducted Oct 2013    1    $38,289
      This agreement covers the Office 365 licenses currently covered within the Service Provider Enterprise Agreement (EA) with Microsoft that Service Receiver currently utilizes within the Office 365 tenant space entitled “Exelisintl.com” and any new tenant space that is established under the Service Provider EA to allow Service Receiver to establish and setup a unique tenant space under their new name.         
A10.3    Tenant Space Administration Support Services    Service Provider will provide support services to Service Receiver for administration of existing tenant space established as “Exelisintl.com” under the Service Provider EA agreement with Microsoft.    As Needed    1    Time and Materials Based on Additional Pricing Section
A10.4    True-Up and License Support Services    Service Provider will provide support services to Service Receiver for in performance of the annual True-Up required under the Microsoft Enterprise Agreement or assistance required by Service Receiver needed to provide information related to existing license usage as Service Receiver negotiates a separate agreement with Microsoft.    As Needed    1    Time and Materials Based on Additional Pricing Section

 

82


Schedule A10

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

83


Schedule A10

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

  

Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

 

A10.1   

Microsoft Enterprise Agreement License Usage

 

   Statement of work is required to cover assistance required from Service Provider to support the separation of the Microsoft Enterprise Agreement by the Service Receiver.   

Time and Materials Based on

Additional Pricing Section

A10.2   

Microsoft Enterprise Agreement O365 License Usage

 

   Statement of work is required to cover assistance required from Service Provider to support the separation of the Microsoft Enterprise Agreement by the Service Receiver.   
  

Service Provider will provide the following knowledge transfer services:

 

A10.1   

Microsoft Enterprise Agreement License Usage

 

   Statement of work is required to cover assistance required from Service Provider to support the separation of the Microsoft Enterprise Agreement by the Service Receiver.    Time and Materials Based on Additional Pricing Section
A10.2    Microsoft Enterprise Agreement O365 License Usage    Statement of work is required to cover assistance required from Service Provider to support the separation of the Microsoft Enterprise Agreement by the Service Receiver.   

Supplemental Services

For requests for supplemental services relating to the Microsoft Enterprise Agreement License Usage Services, Microsoft Enterprise Agreement O365 License Usage Services, Tenant Space Administration Services, and True-Up and License Support Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request located in the TSA Operational Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 

84


Schedule A10

 

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to global locations.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA.

 

    Service Receiver must configure its appliances in order to forward data logs to Service Provider.

 

    Service Receiver must provide a list of appropriate contacts and points of escalation.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

 

85


Schedule A10

 

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

86


Schedule A11

 

A11 TARS SUPPORT TO FOL BOS

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]    Program Manager    []    []
Exelis Tethered Radar LLC         
[]    Program Manager    []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform various support activities such as Financial Cost Accounting assistance with billing and reporting (Brain Wade), Quality Oversight (Bruce Buchanan), MIS/DataStream 7i (Carol Delaney), and Pubs Admin (Joe Klingshirn).

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

87


Schedule A11

 

Service #

  

Service
Name

  

Description of Service

  

BAU
Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

Support Services for FOLBOS Program

A11.1    Finance Support Services   

Service Provider will provide Financial Services Support (Brian Wade) to Service Receiver’s FOLBOS program to perform the following Cost Accounting Duties:

 

   Expected not to exceed 250 hours    1    Time and Materials Based on Additional Pricing Section
     

Service Provider will support July 2014 Invoicing/Reporting.

 

        
     

Service Provider will support August 2014 Invoicing/Reporting.

 

        
     

Service Provider will support September 2014 Invoicing/Reporting.

 

        
     

Service Provider will support October 2014 Invoicing/Reporting.

 

        
     

Service Provider will support November 2014 Invoicing/Reporting.

 

        
     

Service Provider will support December 2014 Invoicing/Reporting.

        
A11.2    Quality Support Services    Service Provider will provide Quality Services Support (Bruce Buchannan) to Service Receiver’s FOLBOS program.    Expected not to exceed 250 hours    1    Time and Materials Based on Additional Pricing Section
A11.3    MIS/Datastream 7i Support Services    Service Provider will provide MIS/Datastream 7i Support Services (Carol Delaney) to Service Receiver’s FOLBOS program.    Expected not to exceed 125 hours    1    Time and Materials Based on Additional Pricing Section
A11.4    IT/Documents Library Support Services    Service Provider will provide IT/Documents Library Support Services (Joe Klingshirn) to Service Receiver’s FOLBOS program.    Expected not to exceed 188 hours    1    Time and Materials Based on Additional Pricing Section

 

88


Schedule A11

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

89


Schedule A11

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement, as required.
A11.1
A11.2
A11.3
A11.4
   All Areas Identified to Provide Support Services    No exit services are required as support is expected to discontinue as program requirements change.    Time and Materials Based on Additional Pricing Section
   Service Provider will provide the knowledge transfer services, as required.
A11.1
A11.2
A11.3
A11.4
   All Areas Identified to Provide Support Services    No exit services are required as support is expected to discontinue as program requirements change.    Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to FOL BOS by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Newport News Office – 11830 Canon Blvd., Suite J, Newport News, VA 23606, USA to US based sites.

 

90


Schedule A11

 

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA.

 

    Service Receiver must configure its appliances in order to forward data logs to Service Provider.

 

    Service Receiver must provide a list of appropriate contacts and points of escalation.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:

Exelis Tethered Radar, LLC

11830 Canon Blvd., Suite J

Newport News Virginia 23606

Attention: Tim Green

Timothy.Green@exelisinc.com

If to the Service Receiver:

FOL BOS, Exelis Mission Systems

11830 Canon Blvd., Suite J

Newport News Virginia 23606

Attention: Terry Hancock

terry.hancock@vectrus.com

 

91


Schedule A11

 

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Function

   Regular Hours Billing Rate

Finance

   $58.41

Quality

   $67.65

MIS—DataStream 7i

   $65.82

IT/Documents Library

   $35.61

 

92


Schedule A11

 

ATTACHMENT A

 

Name

  

Function

Brian Wade    Finance
Bruce Buchanan    Quality
Karol Delaney    MIS
Joe Klingshirn    Pubs Admin

The above staff which is co-located at the same facility as the FOL BOS program is accessible, based on need and on a noninterference basis during core business hours 7:30 a.m. – 4:30 p.m. Mon-Fri (excluding holidays).

 

Function

Finance
Quality
MIS—DataStream 7i
IT/Documents Library

 

93


Schedule A12

 

A12 NETWORK CONNECTION BETWEEN EXELIS AND VECTRUS

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]

   Director, Network and Data Center Services    []   

[]

Exelis Inc.         
[]   

IT Infrastructure

Engineer

   []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will provide network connectivity between Service Provider Primary Data Center and Service Receiver Primary Data Center for Service Receiver to access Hosted Applications and Services during the TSA service period. Service Provider will also provide connectivity between selected Service Receiver locations and Service Provider Primary Data Center during the Applications Hosting TSA period.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

94


Schedule A12

 

Service #

  

Service
Name

  

Description of Service

  

BAU Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

Domestic Service Provider Data Center Network Tunnel to Service Receiver Data Center   
A12.1    Domestic Service Provider
Data Center Network Tunnel to Service Receiver Data Center
  

Service Provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnel. The tunnel will have two connections, one terminating in the designated Service Receiver data center and one terminating in the designated Service Provider data center.

 

   Unlimited connections via the Domestic Tunnel    24    $25,000
     

Service provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications that have been identified in the Applications Hosting TSA.

 

  

Unlimited connections allowed for Service Provider Hosted Applications

 

   7   
      At the end of the Service Provider Applications Hosting TSA period, access via the tunnel will be restricted to allow Service Provider support personnel to assist Service Receiver in alignment with remaining TSA requests and service period.   

Restricted connections to allow Exelis to provide Support Services to Vectrus

 

   24   
      Service Provider will allow access with limited connectivity for the pre-determined list of applications hosted in the Service Receiver data center that require connectivity to TSA hosted and supported applications hosted in the Service Provider’s data center.    Restricted Access allowed for Service Receiver Hosted Applications that require connected to Service Provider Hosted Applications    7   
A12.2    Support for Domestic Tunnel Reconfigurations    Service Provider will provide support as needed if established tunnel between Service Receiver data center and Service Provider data center is moved in support of a data center relocation for Service Receiver.    As Needed    24    Time and Materials Based on Additional Pricing Section
Service Provider Data Center Network Tunnel to International Service Receiver Locations   
A12.3    Service Provider Data Center Network Tunnel to International Program ANSF North   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

  

Unlimited connections allowed for Service Provider Hosted Applications

 

   7    $5,000
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.4    Service Provider Data Center Network Tunnel to International Program ANSF South    Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.    Unlimited connections allowed for Service Provider Hosted Applications    7    $5,000

 

95


Schedule A12

 

      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.5    Service Provider Data Center Network Tunnel to International Program K-BOSS Sarah Complex   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $5,000
     

Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.

 

        
A12.6    Service Provider Data Center Network Tunnel to International Program K-BOSS Camp Buehring   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $5,000
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.7    Service Provider Data Center Network Tunnel to International Program OPMAS-E   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $5,000
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.8    Support for International Tunnel Reconfigurations    Service Provider will provide support as needed if established tunnel between designated Service Receiver sites and Service Provider’s data center is moved in support of a data center relocation for Service Receiver.    As Needed    7    Time and Materials Based on Additional Pricing Section

 

96


Schedule A12

 

Service Provider Data Center Network Tunnel to International Service Receiver Locations   
A12.3    Service Provider Data Center Network Tunnel to International Program ANSF North   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $ 5,000   
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.4    Service Provider Data Center Network Tunnel to International Program ANSF South   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $ 5,000   
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.5    Service Provider Data Center Network Tunnel to International Program K-BOSS Sarah Complex   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $ 5,000   
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.6    Service Provider Data Center Network Tunnel to International Program K-BOSS Camp Buehring   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $ 5,000   
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         

 

97


Schedule A12

 

A12.7    Service Provider Data Center Network Tunnel to International Program OPMAS-E   

Service provider will establish and maintain a persistent IPSec Virtual Private Network (VPN) tunnels. Each tunnel will have two connections, one terminating in the Service Receiver’s identified site and one terminating in the Service Provider’s designated data center.

 

   Unlimited connections allowed for Service Provider Hosted Applications    7    $5,000
      Service Provider will control the access via the tunnel. Access will be restricted to only allow functionality to specified Service Provider hosted applications in the Applications Hosting TSA.         
A12.8    Support for International Tunnel Reconfigurations    Service Provider will provide support as needed if established tunnel between designated Service Receiver sites and Service Provider’s data center is moved in support of a data center relocation for Service Receiver.    As Needed    7    Time and
Materials
Based on
Additional
Pricing
Section

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

98


Schedule A12

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:   
A12.1    Domestic Service Provider Data Center to Service Receiver Data Center Tunnel   

Exiting this service will consist of limiting access as the Service Provider TSA hosted applications are moved to the Service Receivers data center and connectivity back to the Service Providers data center is no longer required for the Service Provider Hosted Applications.

 

   Time and Materials Based on Additional Pricing Section
      Complete exit of this service will be shutting down the connectivity to the Domestic Service Receiver data center at the end of the TSA period.   
   Service Provider will provide the following knowledge transfer services:   
A12.3
A12.4
A12.5
A12.6
A12.7
   Service Provider Data Center Network Tunnel to International Sites   

Exiting this service will consist of limiting access as the Service Provider TSA hosted applications are moved to the Service Receivers data center and connectivity back to the Service Providers data center is no longer required for the Service Provider Hosted Applications.

 

   Time and Materials Based on Additional Pricing Section
      Complete exit of this service will be shutting down the connectivity between the Service Provider and the Service Receiver’s international sites at the end of the TSA period or earlier as requested by Service Receiver.   

Supplemental Services

For requests for supplemental services relating to the network connectivity between Service Provider Primary Data Center and Service Receiver Primary Data Center not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

 

99


Schedule A12

 

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA and/or Culpepper, VA, USA.

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available is available for the period of this TSA.

 

    Service Receiver must provide documentation in support of the configuration elements that need to be setup to allow for effective communication flow through the IPSEC tunnels created to allow access to the TSA hosted applications.

 

    Service Receiver is required to provide updates to Service Provider when connectivity to hosted applications in the Service Provider Primary Data Center is no longer required to allow for IPSEC tunnel reconfiguration.

 

    Service Receiver is required to provide updates to Service Provider when Service Provider applications no long require connectivity to hosted applications in the Service Provider Primary Data Center to allow for IPSEC tunnel reconfiguration.

 

    Service Receiver must provide access to equipment required to establish network connectivity in support of this TSA request.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

 

100


Schedule A12

 

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

101


Schedule A13

 

A13 BRASSRING AND TALENT BREW SUPPORT SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]    HR Programs Coordinator    []    []
Exelis Inc.         
[]    Director, Benefits    []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform BrassRing and Talent Brew Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

102


Schedule A13

 

Service #

  

Service Name

  

Description of Service

  

BAU
Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

   BrassRing Support Services         
A13.1    BrassRing Support Services   

The Service Provider will provide BrassRing Support by providing the following services to the Service Receiver:

 

   1 hour per month    12    Time and Materials Based on Additional Pricing Section
     

Service Provider will manage and host Weekly 30 minute calls with Service Receiver leaders.

 

        
     

Service Provider will add screening questions as requested by Service Receiver.

 

        
     

Service Provider will create tickets for engineering support from BrassRing on behalf of Service Receiver.

 

        
      Service Provider will remain as main point of contact with BrassRing for any questions or concerns from Service Receiver.         
A13.2    Service support for Talent Brew   

The Service Provider will provide Talent Brew support by providing the following services to the Service Receiver:

 

   1 hour per month    12    Time and Materials Based on Additional Pricing Section
     

Service Provider will add new users to Talent Brew as requested by Service Provider within 48 hours of notification.

 

        
      Service Provider will remain as point of contact with Talent Brew for any questions or concerns from Service Receiver.         
A13.3    Service support for BrassRing    The Service Provider will update BrassRing forms for rebranding purposes, as required and as requested by Service Receiver.    As Needed    12    Time and Materials Based on Additional Pricing Section

 

103


Schedule A13

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

104


Schedule A13

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

   Service Charge ($/hour)
   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:   
A13.1
A13.2
A13.3
   Service support for BrassRing   

No support is required to exit this service agreement. Forwarding services will be discontinued in alignment with this service agreement.

 

   Time and Materials Based on Additional
Pricing Section
   Service Provider will provide the following knowledge transfer services:   
A13.1
A13.2
A13.3
   Service support for Talent Brew    Not required for this service agreement    Time and Materials Based on Additional
Pricing Section

Supplemental Services

For requests for supplemental services relating to the BrassRing and Talent Brew Support Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from McLean, VA, USA.

 

105


Schedule A13

 

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

106


Schedule A14

 

A14 US BANK CONTRACTUAL SUPPORT AND P-CARD PROCESSING

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]   

Director, Corporate

Sourcing

   []    []
Exelis Inc.         
[]   

Manager, Accounts Payable

& Travel

   []    []
Exelis Inc.         
[]   

Manager, Accounts Payable

& Travel Accounts

   []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will perform P-Card Transaction Processing and Support Services as well as provide US Bank Contractual Support for Service Receiver. Service Provider will also provide final billing services for any lagging transactions resulting from the period of time from spin-off to the issuance of new cards to Service Receiver card holders.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

 

107


Schedule A14

 

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

Service #

  

Service

Name

  

Description of Service

  

BAU

Transaction

Volume

  

Minimum

Service

Period (in

mo.)

  

Service

Charge

   P-Card Transaction Processing and Support Services      

 

A14.1

  

 

 

P-Card

Transaction

Processing

and Support

Services

  

 

P-Card Invoice Processing – The Service Receiver will receive a notification and data file from US Bank once monthly containing transaction details and Company information for Service Receiver’s P-Card holders. The Service Receiver will be responsible for processing the P-Card data file via the first stage of transaction processing via the Service Receiver’s instance of the P-Card Web Services hosted within the Service Provider’s infrastructure. After completion of the first stage of the review process, the Service Receiver will provide a file to the Service Provider for processing through the OnBase instance hosted by Service Provider. The Service Provider will review the file, format data for financial processing through OnBase solution set, and validate invoices for completeness and accuracy. The Service Provider will flag invoices with validation errors. The Service Provider will process the approved and validated transaction through the Service Receivers Accounts Payable processes.

   Monthly Transaction File    7   

 

 

 

Time and

Materials Based

on Additional

Pricing Section

     

 

P-Card Exception Handling and Resolution – The Service Provider will reconcile and revalidate invoices flagged with validation errors after submission into the OnBase solution set Hosted by Service Provider. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution. The transactions from the Service Receiver data file resulting in errors will be communicated back to Service Receiver for further resolution with US Bank. The Service Provider will provide a monthly total of erred charges to Service Receiver as part of their monthly accrual process.

        
     

 

P-Card Cost Distribution – The Service Provider will use validated invoices as documented above to process payments for the US Bank transactions through the Service Receiver’s Accounts Payable processes hosted within the Service Provider’s infrastructure.

        

 

108


Schedule A14

 

   USBank Contractual Support      
A14.2   

USBank

Contractual

Support

Services

   Service Provider will provide management and contractual support of the existing USBank agreement currently held by Service Provider with continued utilization by Service Receiver with until such time as Service Receive can execute their own Contract.    As Needed    7   

Time and

Materials Based

on Additional

Pricing Section

   Resolution of lagging transactions on Service Providers P-Card Transaction Files
14.3   

Resolution of

lagging transactions on Service Providers P-Card Transaction Files

   In the event that Service Receiver continues to utilize P-Cards distributed under the Service Provider’s company number hierarchy with US Bank due to a lag in distribution of new cards for Service Receiver card holders, monthly transactions for the charges by Service Receiver’s card holders will be processed by Service Provider. All resulting charges prior to the distribution period of new cards to Service Receivers card holders that appear within the Service Providers transaction file will be processed by Service Provider and result in an invoice of the affected charges plus applicable service charges from Service Provider.    As Needed    3   

Cost of Lagging

Transactions plus

Service Charge

14.4    Lagging Transaction Support Services    Service Provider will process lagging transactions due to the timing of distribution of new cards to Service Receiver card holders. The time associated with processing file transactions, identifying Service Receiver transaction, validating and processing errors, and creation of an invoice identifying charges.    As Needed    3   

Time and

Materials Based

on Additional

Pricing Section

14.5    Reconciliation of Prior Month Transactions    Service Provider will maintain responsibility for reconciliation and processing of US Bank transactions resulting in errors through the P-Card processing cycles for all months prior to the official spin-off and activation of the TSA service period.    As Needed    3   

No Charge for

Time and

Materials to Clear

Errors from Prior

Month

Transaction Files

 

109


Schedule A14

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

110


Schedule A14

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

   Service Charge ($/hour)
   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:   
A14.1    P-Card Transaction Processing and Support Services    A statement of work is required for assistance needed by Service Receiver to exit the existing service agreement.    Time and Materials Based on
Additional Pricing Section
   Service Provider will provide the following knowledge transfer services:
A14.1    P-Card Transaction Processing and Support Services    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to P-Card Transaction Processing services    Time and Materials Based on
Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P-Card Transaction Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Rochester, NY, USA to US based sites.

 

111


Schedule A14

 

PREREQUISITES/DEPENDENCIES

 

    If Service Receiver or their Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

 

    Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect.

 

    Security and access controls will be maintained as set forth in the Master Services Agreement.

 

    Service Receiver is required to support any accrual required to support post spin-off transactions from US Bank that are unable to be processed through the Service Providers evaluation process which supports the distribution and allocation of expenses for Service Receiver via the OnBase system.

 

    Service Receiver is required to provide reconciliation support services for any errors encountered after file is received by Service Provider from Service Receiver for final processing steps through the OnBase system.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

 

112


Schedule A14

 

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

 

113


Schedule A15

 

A15 ACTIVE DIRECTORY

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]   

Manager Directory Services

and Messaging

   []    []
Exelis Inc.         
[]    Exchange System Engineer    []    []
Vectrus         

GENERAL SERVICE DESCRIPTION

Service Provider will provide an Active Directory Trust allowing application to application connectivity for services hosted by Service Receiver that require access to applications hosted by Service Provider. Service Provider will provide support and maintenance of the Active Directory Trust for Service Receiver for the duration of the Application Hosting TSA period.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

114


Schedule A15

 

 

Service #

  

Service
Name

  

Description of Service

  

BAU Transaction
Volume

  

Minimum
Service
Period (in
mo.)

  

Service
Charge

   Active Directory Trust Services between Service Provider and Service Receiver
      Service Provider will maintain an Active Directory (AD) Trust between Service Provider’s AD environment and Service Receiver AD environment to support access to Service Provider’s Hosted Financial Applications for both Service Receiver users of hosted applications as well as Service Receiver’s applications requiring data connectivity. Maintain connectivity between the Vectrus domain controllers and Exelis domain controllers.   

Connectivity will be

available during the

TSA period.

Unlimited

connectivity

allowed in support

of access to the

Service Provider’s

Hosted Financial

Applications

     

 

 

A15.1

   Active Directory Trust and Support Services   

 

Service Provider will maintain connectivity between the Service Provider domain controllers and Service Receiver’s domain controllers to provide authentication services for Service Receiver users and applications.

     

 

7

  

 

$24,390

     

 

Service Provider will provide support services required to maintain an active and stable AD Trust between the Service Provider environment and Service Receiver environment.

  

 

As needed.

     
     

 

Service Provider will support changes as needed to Service Receiver in the event of a Data Center relocation required by either the Service Receiver or Service Provider.

 

  

 

As needed.

     
      Service Provider will support the tear down of the AD Trust between Service Provider and Service Receiver at the end of the TSA hosting period.   

 

As needed.

     

 

 

A15.2

  

 

Security Incident Support Services

  

 

In the event of a security incident on Service Provider’s environment due to the establishment of the AD Trust between Service Provider and Service Receiver, all efforts extended by the Service Provider CIRC and Enterprise Infrastructure team to clean up and eradicate the security situation will be charged to Service Receiver.

  

 

As needed

  

 

7

   Time and Materials Based on Additional Pricing Section

 

115


Schedule A15

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

116


Schedule A15

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

  

Service Provider will make commercially reasonable efforts to assist

Service Receiver in exiting of this agreement. These efforts include:

  
A15.1    Active Directory Trust and Support Services    Service Provider will perform the actions needed to break the AD Trust established between the Service Provider and Service Receiver as well as decommission domain controllers setup in support of this TSA at the end of the TSA hosting period.   

Time and Materials Based on Additional

Pricing Section

   Service Provider will provide the following knowledge transfer services:
A15.1    Active Directory Trust and Support Services    No knowledge transfer is required in support of breaking the AD Trust between the Service Provider and Service Receiver.   

Time and Materials Based on Additional

Pricing Section

Supplemental Services

For requests for supplemental services relating to Active Directory Trust and Support Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request found in the TSA Operations Handbook for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12pm Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver, Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA.

 

117


Schedule A15

 

PREREQUISITES/DEPENDENCIES

Until the trust between Service Receiver and Service Provider Active Directory environments is shutdown, Service Receiver must ensure that IT security measures meet Service Provider standards. At a minimum, the following requirements shall be maintained while the Trust remains active between the Service Receiver and Service Provider Active Directory environments:

 

  1. Service Provider security requirements necessitate enterprise administrative and elevated privileges in the new Service Receiver Active Directory environment.

 

  2. Service Provider security requirements necessitate the ability for the Service Provider Cyber Incident Response Center (CIRC) to access the Service Receiver Active Directory environment and take the necessary actions in the event a security incident has been identified.

 

  3. Service Provider security requirements necessitate Service Receiver shall maintain a security posture that is compliant with Service Provider IT Security Policies and Directory Services Standards. Any exceptions must be approved by the Service Provider IT Security team.

 

  4. Service Receiver shall adhere to the defined IT General Controls (ITGC) and compliance processes including but not limited to:

 

  a. Following the schedule for periodic access reviews as defined in the ITGC Governance Calendar for the new Service Receiver Active Directory environment and any resources established in this environment supporting access to financial and privileged IT systems.

 

  b. Following defined standards for provisioning and de-provisioning of access with the Service Receiver Active Directory environment or any resources established in this environment supporting access to financial systems.

 

  c. Following defined standards for provisioning and de-provisioning elevated rights within the Service Receiver Active Directory environment or any resource established in this environment supporting access to financial and IT systems.

 

  d. Providing copies of the periodic review documents as well as any artifacts requested in support of the ITGC and supporting compliance processes.

 

  5. Service Provider has the right to audit at their discretion to ensure compliance with these defined requirements.

 

  6. Service Receiver shall remediate any non-compliance issues within 30 days of notification unless otherwise agreed upon or official spin-off occurs. This includes providing updates as required for the remediation plans as well as the evidence requested in support of the remediation of the identified observation.

 

118


Schedule A15

 

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

119


SCHEDULE B

Service Provider: Vectrus, Inc.

Service Recipient: Exelis Inc.

Service to be Provided:

 

3


Schedule B1

 

B1 TARS BENEFIT SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

 

Name

  

Title

  

Phone

  

e-mail

[]

   Benefits Manager   

[]

  

[]

Vectrus         

[]

   V.P. HR, IS HQ   

[]

  

[]

Exelis Inc.         

GENERAL SERVICE DESCRIPTION

Service Provider will continue to support Service Receiver with benefit support to resolve issues that may come up while continuing under the Service Provider benefitted plans through December 31, 2014. Service Receiver will remain under the CBIZ Custom Enrollment portal and CBIZ Premium Administration process from Spin-off through December 31, 2014.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

 

1


Schedule B1

 

Service #

  

Service
Name

  

Description of Service

  

BAU Transaction
Volume

   Minimum
Service
Period

(in mo.)
  

Service Charge

  

Benefit Support to Service Receiver TARS Program

 

  

B1.1

   Service Provider Benefit Support to Service Receiver’s- TARS Program   

Service Provider will support and allow Service Receiver’s TARS Program to remain under the Service Provider’s Project Benefitted plan until December 31, 2014.

 

   As Needed    3    Time and Materials Based on Additional Pricing Section
     

Service Receiver is responsible and will provide to all new hire and terminations the necessary documents for benefit purposes.

 

        
     

Service Receiver is responsible and will provide the direction and support to Service Receiver TARS employees for Qualifying Events. Final approval for exceptions on QE’s will be provided by Service Provider.

 

        
     

CBIZ Custom Enrollment will remain the benefit election portal and provider of data to all carriers within the Project Benefitted plan scope managed by the Service Provider.

 

        
     

Service Receiver TARS Program will continue to have access to CBIZ Custom Enrollment portal to run administrative reports and perform audits on benefit elections.

 

        
     

CBIZ Premium Admin services will remain providing services to Service Receivers TARS Program for monthly invoice billing and DOL SCA /CBA processing of fringe.

 

        

B1.2

  

Monthly Billing for CBIZ Services for Service Provider TARS Program

 

  

*Monthly Premium Charges for this service will be billed separately to Service Receiver’s TARS Program

 

   Monthly Invoices Paid by Service Receiver    3    Paid by Service Receiver directly to CBIZ

B1.3

   FSA actual payroll deductions   

Information Systems to provide actual payroll deductions for Flexible Spending Account Health Plan and Flexible Spending Account Dependent Care plan.

 

   Bi-monthly payroll cycle = 24 pay periods    3    Time and Material Based on Additional Pricing Section
     

The data will need to be provided to Vectrus on or before Tuesday before Thursday pay date.

 

        
     

If actual payroll deductions are not confirmed by close of business on the Tuesday before the Thursday payroll date, Vectrus will use the last provided payroll deduction information to prevent delays in depositing the FSA employee deductions.

 

        
      In addition, if actual payroll deductions are not provided, Information Systems will be held responsible for reimbursing Vectrus for the amount of FSA deposited even if it does not represent the actual employee payroll deductions.         

 

2


Schedule B1

 

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 3 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s organic activities and use commercially reasonable efforts to accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities to the extent such activities do not increase volume of Service by an amount greater than BAU as described in the following table using pre-distribution date service volumes as a baseline for calculation of changes to service volume.

 

Scenario

  

One-Time Setup Fees

  

Monthly Fees

Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]    No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement    Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement    Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the Service Provider.

 

3


Schedule B1

 

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

 

Service #

  

Service Name

  

Description of Service

  

Service Charge ($/hour)

   Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

B1.1

   Service Provider Benefit Support to
Service Receiver’s- TARS Program
   Service Provider will require a statement of work for any assistance required from Service Receiver to exit this service agreement.    Time and Materials Based on Additional Pricing Section
   Service Provider will provide the following knowledge transfer services:

B1.1

   Service Provider Benefit Support to
Service Receiver’s- TARS Program
   Service Provider will require a statement of work for any knowledge transfer assistance required from Service Receiver to exit this service agreement.    Time and Materials Based on Additional Pricing Section

Supplemental Services

See Additional pricing below:

For requests for supplemental support relating to benefit issues or questions where the issues cannot be resolved through CBIZ, Service Provider benefit team member will step in to provide assistance to the Service Receiver.

LOCATIONS

Services are initially provided from Colorado Springs, CO, USA to global locations.

PREREQUISITES/DEPENDENCIES

 

    Service Receiver must provide accurate demographic files to CBIZ on a daily basis.

 

    Service Receiver must review and approve invoices relating to the monthly benefit cost.

 

    Service Receiver must make payment to CBIZ before the last day of the current month of coverage.

 

    Service Receiver must pay CBIZ invoice without adjusting totals to the current month. Any adjustments must be agreed to and included in the following months invoice billing.

 

    Security and access controls must be maintained and not released to any unauthorized personnel. All site access must be approved by Service Provider and provided by CBIZ.

 

4


Schedule B1

 

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

Service Levels and processes as defined within the TSA Operations Handbook will be followed by Service Receiver and Service Provider for support of this service agreement.

ADDITIONAL PRICING

Hourly Rate for Services noted as billed based on Time and Materials and the Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below do not include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources are required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

For services required outside of the Service Provider normal business where normal overtime or off-hours support is required, the hourly rates for the administrative/secretarial rate will be billed at one and one-half times the identified rate. The hourly rate for the non-executive technical rate and executive rate will be billed as noted for any overtime or off-hours support required by Service Receiver.

Additional Pricing Rates (All in USD)

 

Location

   Administrative/Secretarial      Non-Executive Technical      Executive  

USA

   $ 107       $ 128       $ 174   

 

5


Schedule B1

 

ATTACHMENT A

The CBIZ assist and contact information:

 

Employee Benefit Service Center

(Custom)

Enrollment Website:

www.cbizesc.com/exelisMS

  

Enrollment Assistance

Enrollment Forms

EOI Forms

Proof of Qualified Status Changes

   1-888-887-7983 (Toll Free)

972-383-7846

Fax: (001) 972-383-7848

exelissystemsesc@cbiz.com

Vectrus Service provider:

 

[]

   Benefits Manager   

[]

  

[]

 

6