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© 2010 IBM Corporation

Document of Understanding between

ITSOand

BC&RSfor customer

EquifaxDocument version 1.7

Date 27 December 2013

ITSO contract number SOB014

PBL contract number BS1403H

Customer number 197203

Author Colin T Leck / Nova Bridle

Strategic Outsourcing


DOU between ITSO and BC&RS for customer Equifax dated 24th Dec 2013

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Revision history

Version Date Author Change description

0.11 18 September 2011 Martin Young Revised charging schedule and T&Cs as required by PBL

1.1 16 November 2011 Martin Young Revised Rate Card and Sun services added

1.2 22 November 2011 Liz Holland Added cost recovery Principles – PBL cost recovery page 7, charges page 11 and termination 13

1.3 26 January 2012 Martin Young Implement comms rack from Rate Card v3

1.4 01 November 2012 Wendy Clifford Revised Rate Card with added “CUE” server

1.5 27 December 2012 Martin Young (for Wendy Clifford)

Increased zSeries DASD and SUN / pSeries disk. Increased zSeries MIPS

1.6 14 June 2013 Lena Sandhu Increased zSeries pSeries DASD and disk, SUN disk, change in tape drives

1.7 23 December 2013 Colin T Leck

/ Nova Bridle

Extend current DOU by two years



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Process checklist and approvals

Process step ITSOsign-offs and dates

PBLsign-offs and dates

Evidences/attachments

New logo revenue splitting arrangements to be agreed with ITSO Sales Director (Paul Taylor)

Paul Taylor

Date: Date:

As per “Equifax rev splitting doc .doc”

>>>>>

All proposed arrangements to be sent to ITSO CFO and PBL CFO for tracking

Hardeep Toor (Jason Drake) Date:

Nicky Rumsey

Date:

All PBL involvement > $5M new TCV approved by VP ITSO

Neil Pratley

Date:

All base DOUs or proposed backlog moves approved by VP ITSO

Neil Pratley

Date:

Final DOU approvals by VP ITSO and PBL Executive

Neil Pratley

Date:

Chris McBrayne

Date:

Customer contract signature Date:

Accounting approval for revenue splitting

Name: Date: See attachment above

DOU and approvals on teamroom tracker

Hardeep Toor

Date:

Adobe Acrobat Document



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Content

1. DOU summary and owners

2. Principles – PBL revenue

3. Principles – PBL cost recovery

4. Scope of service summary– Customer requirements in total and overall way in which we will work together through

each LOB to deliver those requirements

5. Split of the services in the customer contract between the LOBs– Charges schedules from customer contract and/or pricing case

6. Operational roles and responsibilities

Appendices:

Supplementary service descriptions (if not in customer agreement)

Document attachments



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1. DOU summary and owners

ITSO PBL

Project Executive Nick Whatley Justin Cunningham

Delivery Executive David King Steve Hodgson

Pricer/ F&P James Smith Paul Ayling (F&P)

Bid Manager/CSE Luke Jones Nova Bridle (BM)

Summary of service scope Business Continuity & Recovery Services Business Continuity & Recovery Services

TCV ($M) 64.55m USD3.64m USD (for this DoU amendment)

1.23m USD (new revenue for two year extended term)

Priced GP% 33.8% 41.5% (for this DoU amendment)

Service start date:01/09/2011

(01/01/2014 for this DoU amendment)

All available from 15/06/2013

(01/01/2014 for this DoU amendment)

Service end date: 31/12/2018 31/12/2018

Period (months): 60 from the date of this amendment 60 from the date of this amendment

Split of bid costs ($K) ITSO carries its own bid costs $0 (PBL has carried its own bid costs)



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2. Principles – PBL Revenue

This document of understanding (DOU) is an agreement between ITSO and BC&RS to work together to deliver the services contracted between IBM and customer Equifax. In approving this DOU, the two business lines agree to work as a combined team in delivering the services in the Master Services Agreement (MSA) to the customer.

Where there is any disagreement between the MSA and this DOU, the MSA takes precedence. Any anomalies will be corrected in the DOU via the account governance process.

ITSO is referred to as the Lead Business Line (LBL) and BC&RS as the participating business line (PBL).

Both LBL and PBL are each responsible for their own review and approvals of the solution and price case. The PBL accepts full responsibility for delivering their areas of service to the customer, including profitability, contract changes and customer satisfaction. Areas of service, being within the charter of the PBL, are defined by the type of work in the MSA. Each LOB accepts the risks and rewards from their areas of service including any solution misses. As such, all cost overruns in one area will be borne by the LOB delivering that area of service.

Both LBL and PBL agree to work together on developing opportunities and mitigating risks in order to optimise the performance in each LOB. Maximising the overall performance of IBM will always be the primary objective.

Revenue will only be earned by each LOB if it is earned from the customer. There will be no cross-charges for revenue. Cost recovery will only be made where the costs relate to the activities within the scope of the services delivered by the receiving LOB and as described in the roles and responsibilities.

The following principles from the Accounting guidance will be followed:– Must be an incremental signing for IBM– No retroactive splitting for deals that have already signed– Written agreement to split between LBL and PBL sales leaders, as evidenced by completed Appendix A (see process

checklist and approvals)– Work scope is within the charter of the splitting organization– Separate SOW and/or pricing for the PBL (internal or external)– Must be automated in the fulfillment systems (no profit equalisation or cost transfers)– WW Accounting approval



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3. Principles – PBL cost recovery

This document of understanding (DOU) is an agreement between ITSO and BC&RS to work together to deliver the services defined in the Service Descriptions (on page 24).

ITSO is referred to as the Lead Business Line (LBL) and BC&RS as the participating business line (PBL).

The LBL is responsible for the contract between IBM and Equifax and has responsibility for delivering all areas of service to the customer, including profitability, contract changes and customer satisfaction.

The LBL accepts the risks and rewards from all areas of service including any solution misses. As such, all cost overruns will be borne by the LBL

Both LBL and PBL are each responsible for their own review and approvals of the solution and price / cost case.

Both LBL and PBL agree to work together on developing opportunities and mitigating risks in order to optimise the performance in each LOB. Maximising the overall performance of IBM will always be the primary objective.

Revenue will only be earned by each LOB if it is earned from the customer. There will be no cross-charges for revenue. Cost recovery will only be made where the costs relate to the activities within the scope of the services delivered by the receiving LOB and as described in the roles and responsibilities.

The following principles from the Accounting guidance will be followed:

– Must be an incremental signing for IBM

– No retroactive splitting for deals that have already signed

– Written agreement to split between LBL and PBL sales leaders, as evidenced by completed Appendix A (see process checklist and approvals)

– Work scope is within the charter of the splitting organization

– Separate SOW and/or pricing for the PBL (internal or external)

– Must be automated in the fulfillment systems (no profit equalisation or cost transfers)

– WW Accounting approval



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4. Scope of service summary1.Scope of Service Summary for PBL (BC&RS)

Fixed site, shared DR services for pSeries, xSeries, zSeries, Sun and network platforms.

Fixed site, dedicated DR services for network and Data Centre space. Full details of the services and the terms under which they are provided are included in the embedded MSA documents in the Appendices

The services will be to assist the Customer in preparing for and responding to a Disaster at their Location as specified in the MSA

2. Key assumptions and due diligence

The services covered by this DOU will be delivered by ITSO and BC&RS who agree to split the revenue and accept the associated risks.

BC&RS has prepared and reviewed the solution design and pricing (contract elements are currently outside BC&RS control) presented to the customer and accept the service terms in the MSA. They accept responsibility for the delivery of the elements of service within their scope as if they had contracted directly with the customer. BC&RS and ITSO agree to work together to optimise IBM service delivery to the customer and IBM financial performance. As the LBL, ITSO has responsibility for working with the customer to achieve the optimum levels of each with guidance as required from the GTS GM.

The MSA defines all services and charges. This DOU provides clarification where needed. In the event that the MSA and this DOU differ, the MSA will be used. The BC&RS price release is based on the payment terms in the customer contract.

The services are delivered in conjunction with ITSO and, BC&RS. The lines of business agree to participate in the revenue from this contract on a joint basis in line with our revenue splitting rules. Each LOB accepts a pro-rata share of any penalties incurred as a result of IBM failing to deliver within the contracted timescales.

BC&RS is responsible for negotiating any extensions or changes to their scope in conjunction with the PE on the account and only as approved by the PE and signatories to this DOU. This DOU will be updated accordingly.

BC&RS is responsible for the scope of their work as defined in the customer contract. The are responsible for the due diligence on their price release. If actual costs or volume of work differ from the cost case, then BC&RS and SO will work together to seek contract changes to cover these additional activities. Where the customer does not accept a contract change, then BC&RS will deliver the services as contracted with any cost overruns being recorded in BC&RS.

The start date for services may change. In such event, BC&RS will work as part of the IBM team to deliver services within those changes as agreed by ITSO and the timing of charges for BC&RS services may vary accordingly. Updates to this DOU may be made to reflect such changes, but the actual billing under the MSA will always determine the revenue earned in each LOB.



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5. Revenue Service charges in customer contract for BC&RS services BC&RS revenue charging by year (BS1403D includes an initial OTC of £10,867 and is based on a service start date of 16th Feb 2012).

BC&RS revenue charging by year (BS1403E is based on service start date of 1st November 2012).

BC&RS revenue charging by year (BS1403F is based on service start date of 1st January 2013).

BC&RS revenue charging by year (BS1403G is based on service start date of 15th June 2013).

BC&RS revenue charging by year (BS1403H is based on service start date of 1st January 2014).

Pricing case:

Attach file

Date approved:

PRL approved on xxx

Pricer name:

CSE name:

The additions to the BCRS baseline, specifically BS1403F a), b) & c), can be reduced or removed in their entirety upon 30 days prior written notice to BCRS. This will be subject to the client signing a contract amendment to the MSA for these reductions or removals. For the avoidance of doubt such ability to reduce or remove only applies to these three line items.



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5. Service charges in customer contract for BC&RS services

Cost recovery charges for BS1403C commencing 01/03/2012 to add new TS1130 / 3592-E06 drives

Pricing case:

Attach file

Date approved:

PRL approved on 26/01/2012

Pricer name: Liz Holland

CSE name:

Calendar Year 2012 2013 2014 2015 2016 Total

(10m) (12m) (12m) (12m) (12m)

One Time 0 0 0 0 0 0

Recurring 15156 9542 8616 8616 8616 50544

Total 15156 9542 8616 8616 8616 50544



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Revenue Transfer from ITSO to BC&RS (exclusive of VAT)



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Charges Between ITSO and BC&RS

ITSO Charges to BC&RS– BC&RS will accept costs from SO to the value of £5135 per month for costs incurred by

SO in the provision of the BC&RS service in supporting test days etc



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Milestone Penalties

No milestone penalties

For other penalties and claims see elsewhere in this DoU, especially Section 3.3 of the Agreement for Operational Support Services



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Ref Activity area ITSO responsibilities PBL responsibilities

1 Delivery lead contacts and roles

The DPE will provide the main point of contact with the Customer and BC&RS with respect to DR matters, including the Invocation notification to BC&RS.

The BC&RS Service Manager will provide the main point of contact between BC&RS and the customer and DPE. He/she will be the escalation point within BC&RS for all matters concerning DR provisioning in accordance with this DoU

2Service management and status reporting, including progress and service levels

Support the PBL in delivering their contracted services.

Establish reporting requirements and communicate changes in a timely manner.

Keep the BC&RS delivery lead informed on the project(s) status including the elements, projects and sub-projects that may impact BC&RS services.

Deliver all contracted services. Support ITSO and the other participating business lines in delivering IBM contracted services.

Provide service management status reports as requested by the ITSO PE.

3Risk and issue management and reporting, including service delays

Engage BC&RS in any service issues or risks associated with the BC&RS services.

Lead role to communicate and resolve service issues with the customer supported by relevant deliver and executive teams from BC&RS and the other participating business lines.

Engage ITSO in any service issues or risks as soon as they are identified.

Manage risks associated with the BC&RS services. Support resolution of IBM service and delivery issues as requested by the ITSO PE.

4 Customer claims and liquidated damages

Act as final approver for all claims from the customer including the allocation of any amount to be credited to the customer between the LOBs, where agreed with the PBL via the account management system. Work with BC&RS to obtain required claim approval within BC&RS

Support the ITSO PE is resolving all claims and optimising the outcome for IBM

1. Service Delivery



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5Demand management for base services and identification of additional customer demands

Work with BC&RS to identify the most appropriate ways to meet any additional demand from the customer, whether through a contract change or other mechanism.

Communicate to the ITSO CBO all activities requested by the customer that are outside the scope of contracted services. Ensure that these request go through the account management processes for RFS or equivalent. Agree proposals with the ITSO PE.

6Contract change requests and contract extensions

Negotiate, agree and implement contract changes with the customer in accordance with the MSA. Ensure the Change Control procedures are in place.

Raise Project and/or Contract Change requests to reflect changes in BC&RS services within the account management process.

Support the requirements of the change management processes and related requests from the ITSO PE. Participate fully in the account management process.

Identify, communicate and agree proposed contract change requests with the ITSO PE prior to submission to the customer. Accept all decisions of the ITSO PE on whether to pursue such proposals with the customer.

All BC&RS prices/proposals shall be released by BC&RS through BC&RS approval/release processes.

7 RFS ManagementITSO will coordinate and manage all RFS interaction with the customer through RFS process.

Support the RFS process. Support and comply with solution response times specified in the MSA (understood to be 5 working days for initial response to client request with “simple” requests being priced within 10 days (from IBM’s KPIs))

1. Service Delivery



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8 Asset management (if applicable)

Maintain an inventory of assets used in the delivery of Services.

Ensure all relevant contract schedules are updated through the Contract Change Management process.

Notify ITSO of any asset movements and provide all supporting documentation as required. If the Contracted Configuration includes equipment not currently available at the Recovery Location and BC&RS cannot provide compatible equipment of equivalent or greater capacity and functionality, BC&RS will initiate its acquisition process for such equipment immediately following signing of the DoU or change authorisation (subject to any agreed later dates in said documentation). If such equipment is not yet installed when you invoke the Services, BC&RS will use reasonable efforts to provide alternative equipment, or the configuration at another facility if available.

9Third parties and third party management, including novations

Coordinate any 3rd party contract novations from the customer to IBM and liaise with BC&RS as appropriate

Manage any 3rd parties used in the provision of BC&RS services to meet contractual obligations.

10 Software

Generally, SO will provide all operating and application software licenses and all associated customer charges for these licences will be included in ITSO revenue.

Provide support/licences as required.

11 Working with other LOBs N/A N/A

1. Service Delivery



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1. Service Delivery


12

Use of the Recovery Location / Configuration

Work with Equifax to supply all personnel, software, and data necessary to support the use of the Recovery Configuration and check that the Customer has the appropriate licenses and other authorities from the licensor(s) and other third parties to (a) use the software on the Recovery Configuration; and (b) conduct business and other activities (whether during the Invocation Period or otherwise) in the Recovery Location and/or utilising the Recovery Method..

Ensure the removal of Equifax data, software and where appropriate third party data that has been placed on the machines, following use of the Recovery Configuration.

Restrict use of the Recovery Configuration to suitably trained and authorised personnel only.

Ensure that the Recovery Configuration and Recovery Location (if applicable) are not damaged.

Not grant any right or title to the Recovery Location or the Recovery Configuration or any software, hardware, data or materials other than the Equifax Owned Equipment.

Notify BC&RS immediately in the event of any failure of, or damage to the Recovery Configuration and /or the Recovery Location, and allow BC&RS access to the Recovery Configuration/Recovery Location in the event that maintenance/service is required.

Recover from Equifax all costs incurred in the rectification of damage to the Recovery Configuration and/or Recovery Location caused by any negligent or wilful act or omission by them, their servants, agents or contractors.

Be responsible through the MSA for operation, accuracy and the results obtained from all software used in connection with the Recovery Configuration and for the confidentiality of data and transactions during your use of the Recovery Configuration and for all network connectivity and associated equipment not specified in the relevant Schedule

Deliver the Recovery Location / configuration as defined in the embedded BC&RS Service Schedules document (see page 24)



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1Key contacts and roles, including role changes

Provide the lead point of contact with the customer for all contract and service related issues and changes.

Provide a point of contact for each aspects of the services provided. Deliver the services to the customer as required under the MSA and this DOU.

2 Governance forums and attendees

Lead IBM’s involvement in all internal and customer-facing governance forums and processes.

Hold monthly DR Review meetings

Ensure that the BC&RS PM is given direct access and representation to the client as required.

Participate in governance forums whenever requested to do so by the ITSO PE.

The BC&RS Service Manager will attend the following meetings:• Monthly DR Review (internal)• Customer meetings as and when required

3 PE management system Execute the account management system.Support with all elements of the account management system that affect BC&RS.

2. Contract governance



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4 Escalation of issues within IBM, including escalation routes.

Work with BC&RS to resolve all internal delivery and cross-LOB issues at or below the PE level. If issues cannot be resolved at this level, then escalate as follows:

• ITSO SBU Executive and BC&RS Director

• ITSO UKI VP and BC&RS UKI Executive

• GTS UKI GM

Work with ITSO to resolve all internal delivery and cross-LOB issues at or below the PE level. If issues cannot be resolved at this level, then escalate as follows:

• ITSO SBU Executive and BC&RS Director

• ITSO UKI VP and BC&RS UKI Executive

• GTS UKI GM

5Escalation of issues with the customer

Conduct escalations with the customer according to the terms of the MSA.

Seek recovery of any claims against the customer for damage or loss related to the BC&RS or other IBM services.

Work with ITSO as requested by the ITSO PE to resolve all customer issues and optimise IBM position.

Contingent on the seriousness of the issue, BC&RS shall have direct representation to the customer.

Accept the joint decisions/agreements of the ITSO PE and BC&RS BAM.

6Contract termination or expiry, including termination fees and allocation to each LOB

Manage contract termination events with the customer in accordance with the MSA to optimise IBM’s position.

Agree the extension options in accordance with the MSA.

Continue to support the contracted services in accordance with the MSA up to the point of termination or expiry of the contract. BC&RS accepts full participation for the term of the MSA.

2. Contract governance



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1

Contract initiation for Contract Amendments for LBL and PBL, including service start dates and dependencies

Start dates for extensions to the DR configuration will be specified in RFSs and Contract Amendments to the MSA and will be advised by ITSO when agreed by the customer.

Initiate services on the agree start dates.

2 CBO rolesRun the contract business office and manage the associated activities and costs.

Provide all information needed to support the running of the contract business office.

3 Financial performance reporting, including costs in each LOB

Monitor and manage cost recovery activity. Communicate all queries regarding financial performance to BC&RS in a timely manner.

Ensure cost recovery, revenue transfer and accounting rules are complied with

Provide complete and accurate P&L reporting to the CBO as part of the account management system if required for ad hoc reporting.

All cost recovery activities will be agreed in writing with the ITSO PE before they are undertaken. No uplifts will be charged for cost recoveries.

3. Contract administration



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4Billing and charges split to each LOB, including accounting codes

Maintain Account ID and other accounting codes to enable billing and accruals. Bill all charges due under the MSA against the Account ID (UKACUBL). SO SCF will process all deferrals and accruals based on normal IBM accounting rules.Actual revenue in each LOB will be as defined by this DoU

Provide accurate, timely and complete information to support all additional elements of billing chargeable under the MSA to the ITSO CBO.

5 Service credits and penalties

Process service credits and any other penalties or reductions in charges in accordance with the MSA through the related Account IDs.

Where the split of a credit or penalty by LOB is not clear in the MSA, the ITSO PE will propose the split for approval by the GTS CFO and the BC&RS CFO

Provide information to enable accurate billing of credits and penalties.

Mutually agree on appropriate split of penalties, any dispute to be referred to GTS and BC&RS CFO for mediation.




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6Cost recovery activities expected, if any, in either LOB

All costs associated with the ITSO elements of the MSA will be recorded in ITSO ledger. Any activity requested by BC&RS from ITSO resources will be agreed by the ITSO PE and recorded through standard cost recovery mechanisms, such as ILC.

All costs associated with the BC&RS elements of the MSA will be recorded in BC&RS ledger. Any activity requested by ITSO from BC&RS resources which is not already defined by this DoU will be agreed by the BCRS executive and recorded through standard cost recovery mechanisms, such as ILC. Invocation and additional Test day charges, if incurred, are known to be items for cost recovery from ITSO.

7Process for charging expenses to the customer

Bill all expenses as allowed under the terms of the MSA and allocate the income to the corresponding Account IDs. All expenses are retained by the LOB in which they were incurred except where work is performed on a cost recovery basis

Provide all reasonable information required in order to support billing of business expenses to the customer under the MSA. All expenses are retained by the LOB in which they were incurred except where work is performed on a cost recovery basis.

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DOU expiry or termination, including the basis on which each LOB can end or change the DOU

Termination of the Contract is defined in the MSA. The DoU will run concurrently with the MSA.

DoU amendments will be coordinated by the ITSO CBO upon execution of an appropriately approved RFS and/or Contract Amendment.

Internal change basis would be reversion to cost recovery and pass cost and profit risk to ITSO

BC&RS may negotiate changes to their participation in this agreement only with the agreement of the ITSO PE and ITSO UKI VP.

9 Disaster Recovery Terms and Conditions

LBL will work with client to ensure contract terms and conditions for Disaster Recovery services are harmonised on those of PBL by 31/03/2012

PBL supplied required terms and conditions for Disaster Recovery services to LBL in June 2011, and will work with LBL to resolve any client issues.




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1 TUPE N/A No responsibility.

2Location and people organisation

Operate the CBO and delivery locations.

Comply with the requirements of ITSO related to the use of delivery locations. In the event that current DR recovery site is no longer available for the provision of services, it is BC&RS’s responsibility to ensure continuity of service and availability of an appropriate DR site for the duration of this agreement. This DR site plus any impact on financials and organisational issues must first be approved by the ITSO PE and the customer

3 Data protectionTake all reasonable precautions through the MSA to protect IBM and the customer from data error, data corruption, data loss or infection by computer viruses.

Take all reasonable precautions through the MSA to protect IBM and the customer from data error, data corruption, data loss or infection by computer viruses.

4 DSO

Accountable for all amounts billed against ITSO and BC&RS Account IDs. Responsible for resolving related collection issues with the customer.

Lead role in any payment disputes.

Responsible for supporting ITSO in resolving related collection issues with the customer.

5 Accounting approvals

Provide information to BC&RS and Accounting to support the review of the revenue splitting decision. Comply with the Accounting decision.

Prepare the documentation for the Accounting to review the revenue splitting decision. Work with the ITSO sales team and ITSO CFO on the information to be presented to Accounting. Copy the ITSO PE and ITSO CFO on all communications with Accounting. Comply with the Accounting decision.

6 BenchmarkingManage any benchmark process in accordance with the terms of the MSA. Amend charges to all services as determined by the outcome of any benchmark process.

BC&RS will be subject to benchmarking under the terms of the MSA and accept any changes to their charges that may arise.

4. Other activities

All IBM LOBs are responsible for complying with IBM Business Conduct Guidelines, Health & Safety legislation, Security requirements and any other rules or regulations implemented within IBM or in applicable laws. This DOU therefore does not repeat these requirements.



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APPENDIX:

SERVICE DESCRIPTIONS



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Equipment for which Disaster Recovery Services are to be Provided

System Z – as defined in Attachment S3-1 (Mainframe Disaster Recovery UK) of the Equifax MSA

Network– as defined in Attachment S3-2 (Network Disaster Recovery UK) of the Equifax MSA

System P, x86-x64 Servers , Sun Unix– as defined in Attachment S3-3 (Midrange Disaster Recovery UK) of the Equifax MSA



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Service description – supplementary information to customer agreement

PBL service schedules (including zSeries DASD, SUN & pSeries disk and zSeries MIPS additions) plus current rate card;

The customer service agreement contains the definitive service descriptions. This section provides supplementary information only.It is the PBL’s responsibility to ensure they delivery the services in the customer agreement, raise contract changes and manage associated costs.

Equifax - rate card v4

Schedules for BS1043H



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APPENDIX:

CUSTOMER AGREEMENTSAND OTHER ATTACHMENTS



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Attachments

Description Attached files

Customer agreement – Service description schedule S-3-1, S-3-2, S-3-3 and referenced RFS.

Customer agreement – charges schedule

See C-3, and applicable terms from referenced RFS in S-3-3

Customer agreement – service credits and penalties schedule See B-3

Customer agreement – termination conditions and fees

See C-8 and applicable terms from referenced RFS in S-3-3

Customer agreement – other relevant sections See Amendment 75

Penalties for non-compliance See MSA and S-3-1, S-3-2, S-3-3 and referenced RFS.

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Documents

dou summary

itso cfo

ibm corporation dou

vp itso neil pratley

pbl cfo

current dou

principles pbl revenue

dou amendment service