Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to Registration Statement 6 50K
2: EX-10.02 Component Supply Agreement 209 615K
3: EX-10.02(A) Amend. No. 1 to Component Supply Agreement 2 11K
4: EX-10.02(B) Amend. No. 2 to Component Supply Agreement 2 11K
5: EX-10.02(C) Letter of Intent Dated Feb. 21, 1996 by G.M.T.G. 5 19K
6: EX-10.02(D) Letter of Intent Dated Feb. 21, 1996 by G.M.T.G. 3 18K
7: EX-10.02(E) Letter Agreement 13 71K
8: EX-10.02(F) Amended and Restated Memorandum of Understanding 39 261K
9: EX-10.02(G) Mou Extension Agreement 1 11K
10: EX-10.03 Gmcl Purchase Order Agreement 29 80K
11: EX-10.04 Am/Gmcl Supply Agreement 24 70K
12: EX-10.04(A) Amending Agreement Dated as of September 5, 1996, 1 10K
Between Aam, Inc. and Gmcl
13: EX-10.04(B) Amending Agreement Dated as of October 7, 1996, 1 11K
Between Aam, Inc. and Gmcl
14: EX-10.04(C) Amendment No. 1 to Aam/Gmcl Supply Agreement 1 10K
Dated February 17, 1994, Between Aam,
Inc. and Gmcl
15: EX-10.05 Agreement 1 10K
16: EX-10.05(A) Letter Dated December 13, 1996, by Aam, Inc. 4 24K
17: EX-10.08 Management Stock Option Plan 14 56K
18: EX-10.10 Indemnification Agreement 11 29K
19: EX-10.16 Aam Master Trust Pooling Agreement 130 425K
20: EX-10.16(A) Aam Master Trust Series 1997-A Supplement to 108 326K
Pooling Agreement
21: EX-10.17 Receivables Sale Agreement 72 317K
22: EX-10.18 Servicing Agreement 40 131K
23: EX-10.19 Agreement for Information Technology Services 106 330K
EX-10.19 — Agreement for Information Technology Services
Exhibit Table of Contents
AGREEMENT FOR
INFORMATION TECHNOLOGY SERVICES
BETWEEN
AMERICAN AXLE & MANUFACTURING, INC.
AND
ELECTRONIC DATA SYSTEMS CORPORATION
TABLE OF CONTENTS
AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES.........................I
ARTICLE I. RELATIONSHIP MANAGEMENT.................................1
ARTICLE II. PERSONNEL..............................................1
ARTICLE III. EDS SERVICES..........................................3
ARTICLE IV. AAM'S ROLE.............................................4
ARTICLE V. ADDITIONAL PROPERTY.....................................6
ARTICLE VI. WARRANTIES AND ADDITIONAL COVENANTS....................6
ARTICLE VII. PROPRIETARY RIGHTS....................................9
ARTICLE VIII. DATA, CONFIDENTIALITY AND AUDIT RIGHTS..............11
ARTICLE IX. PAYMENTS..............................................13
ARTICLE X. DISPUTE ESCALATION, MEDIATION AND ARBITRATION..........19
ARTICLE XI. TERMINATION...........................................21
ARTICLE XII. INDEMNITIES AND LIABILITY............................23
ARTICLE XIII. MISCELLANEOUS.......................................27
AGREEMENT............................................................30
SCHEDULES............................................................36
SCHEDULE 3.2......................................................37
SCHEDULE 3.3......................................................38
SCHEDULE 3.4......................................................41
SCHEDULE 9.1......................................................42
SCHEDULE 13.8.....................................................44
Agreement for Information Technology Services
This Agreement for Information Technology Services (the "Agreement"), dated as
of March 1, 1998 (the "Effective Date"), is between American Axle &
Manufacturing, Inc. a Delaware corporation ("AAM"), and Electronic Data Systems
Corporation, a Delaware corporation ("EDS") (EDS and AAM may be referred to in
this Agreement individually as a "Party" and together as the "Parties"). By way
of background, this Agreement supersedes in its entirety the Agreement for
Information Technology Services between AAM and EDS dated February 18, 1994, as
amended February 5, 1996, which is no longer of any force or effect. Under this
Agreement, AAM desires that EDS provide, and EDS desires to provide, certain
computer hardware and software operations and functions for various AAM
facilities in the United States. This Agreement documents the terms and
conditions under which AAM agrees to purchase, and EDS agrees to provide, such
services.
Article I. Relationship Management
1.1 EDS Account Executive. During the term of this Agreement, EDS will
provide an individual who will be dedicated to AAM's account and who
will maintain an office at AAM's facilities located in Detroit,
Michigan (the "EDS Account Executive"). The EDS Account Executive (a)
will be reasonably acceptable to AAM, (b) will be the primary contact
for AAM in dealing with EDS under this Agreement, (c) will have overall
responsibility for managing and coordinating the delivery of the EDS
Services, (d) will meet regularly with the AAM Representative, and (e)
will have the power and authority to make decisions with respect to
actions to be taken by EDS in the ordinary course of day-to-day
management of AAM's account in accordance with this Agreement.
1.2 AAM Representative. During the term of this Agreement, AAM will
designate a senior level individual who will be authorized to act as
AAM's primary contact for EDS in dealing with AAM under this Agreement
and who will have the power and authority to make decisions with
respect to actions to be taken by AAM under this Agreement (the "AAM
Representative"). The AAM Representative may designate a reasonable
number of additional AAM employees to be points of contact for EDS with
respect to particular matters of expertise relating to this Agreement.
These additional AAM employees will be identified in writing by AAM to
EDS and will have authority to review/approve project invoices per
Section 9.8.
Article II. Personnel
2.1 Use and Replacement of Personnel. In the event that AAM is dissatisfied
for any reason with any EDS personnel providing the Services, AAM will
give written notice of such dissatisfaction and the specific reasons
for such dissatisfaction. EDS will have 30 days from the receipt of
such notice in which to remedy such problem to the reasonable
satisfaction of AAM. In the event that AAM remains dissatisfied (in
AAM's reasonable discretion) with the EDS personnel in question after
such 30-day period, EDS will promptly replace that EDS person. EDS will
use commercially reasonable efforts to maintain an account team
providing the
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Services which is knowledgeable about AAM's business and the systems to
which the Services relate.
2.2 Use of Subcontractors. Subject to the other provisions of this Section
2.2, EDS may subcontract any portion of the Services to third parties,
including to EDS affiliates. EDS will not disclose any confidential
information of AAM to any unaffiliated subcontractor unless and until
such subcontractor has agreed in writing to protect the confidentiality
of such confidential information in a manner that is no less
restrictive than that required of EDS under Section 8.3 and then only
to the extent necessary for such subcontractor to perform those
Services subcontracted to it. EDS will remain responsible for the
obligations performed by any of its subcontractors to the same extent
as if such obligations were performed by EDS employees. Use of
subcontractors by EDS will not cause EDS charges to exceed those set
forth in Schedule 9.1.
2.3 Hiring of Employees. During the term of this Agreement and for a period
of 12 months thereafter, neither Party will solicit, directly or
indirectly, for employment or employ any employee of the other Party
who is or was actively involved in the performance, consumption or
evaluation of the Services without the prior written consent of the
other. Notwithstanding the foregoing, the Parties acknowledge and agree
that this Agreement will not prohibit (a) any executive search or
similar business controlled by EDS or by any of its affiliates from
engaging in its business in the ordinary course in a manner consistent
with past practices on behalf of clients other than EDS, (b)
solicitations through advertising or other publications of general
circulation or (c) the hiring of any employee of a Party who contacts
the other Party without such other Party having solicited such
employee.
2.4 Personnel. At the request of AAM, the AAM vice president of MIS and the
EDS vice president of operations shall meet to discuss Service Levels
and related personnel headcount requirements. Based on such
discussions, the Parties may mutually agree to revised EDS personnel
headcount and its resulting impact on pricing, Services and associated
Service Levels. If, following such discussions, the Parties do not
reach agreement, AAM may, in its sole discretion and upon thirty (30)
days written notice to EDS, direct EDS to reduce the EDS personnel
headcount and specific related Service Levels. EDS shall retain the
right to determine the identity of the personnel to be reduced.
Thereafter, the Monthly Charges in Schedule 9.1 shall be reduced by the
appropriate monthly charge for the EDS personnel so reduced. However,
if, despite the exercise of commercially reasonable efforts, EDS is
unable to reassign any of the reduced personnel within thirty (30)
days, AAM will be responsible for one-half (1/2) the monthly charge for
such unplaced personnel for an additional thirty (30) days, during
which time such unplaced personnel will not be performing Services. The
Parties shall agree in writing on appropriate adjustments to the scope
of Services and associated Service Levels resulting from the reduction
of EDS personnel. Unless and until they so agree, any degradation in
performance resulting from an EDS personnel headcount reduction
directed by AAM under this Section 2.4 will not constitute a failure by
EDS to perform the Services or meet the Service Levels. AAM shall not,
during the remainder of the term of the Agreement, utilize any internal
or third-party personnel to perform any Services substantially similar
to the Services performed by the EDS personnel reduced under this
Section 2.4.
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Article III. EDS Services
3.1 Term; Renewal. Unless terminated earlier in accordance with the
provisions of this Agreement, including but not limited to termination
by AAM as set forth in Section 11.4, the term of this Agreement will
commence on the Effective Date and will expire on February 28, 2001
(the "Expiration Date"). Thereafter, the term of this Agreement may be
extended by mutual written agreement of the Parties.
3.2 EDS Services. During the term of this Agreement, EDS will provide to
AAM, and AAM will obtain from EDS, the services described in the
Statement of Work ("SOW") at Schedule 3.2 (the "EDS Services"). As more
fully set forth in Schedule 3.2, the EDS Services generally will
consist of operation and support of AAM's client server-based
information technology systems at the following AAM locations: Detroit
Axle and Corporate (Detroit, Michigan), Detroit Forge (Detroit,
Michigan), Buffalo Axle (Buffalo, New York), Tonawanda Forge
(Tonawanda, New York), Technology Center (Rochester Hills, Michigan),
and Three Rivers (Three Rivers, Michigan). The EDS Services, and any
Additional Services are collectively referred to in this Agreement as
the "Services".
3.3 Telecommunications Services. Following the Effective Date, EDS will
provide to AAM, and AAM will obtain from EDS, its requirements for the
services set forth in Schedule 3.3 in accordance with the
responsibilities and assumptions set forth therein (the
"Telecommunications Services").
3.4 Service Levels. During the term of this Agreement, EDS will meet the
service levels and service metrics set forth in Schedule 3.2 ("the
"Service Levels"). Within ninety (90) days of the Effective Date, EDS
and AAM may jointly develop additional Service Levels applicable to the
EDS Services which shall be incorporated into this Agreement as
Schedule 3.4.
3.5 Procedures. EDS and AAM will jointly implement and utilize written
change control procedures, approval procedures and software development
methodologies in connection with the performance of their respective
obligations under this Agreement. The Parties may modify or supersede
such change control procedures and approval procedures by mutual
written agreement. EDS may modify or replace such development
methodologies at any time after consulting with the AAM Representative,
except that such modified or replacement methodologies may not increase
or otherwise alter in any material respect AAM's obligations under this
Agreement without the prior written consent of AAM.
3.6 Additional Services
(a) From EDS. In addition to the EDS Services, EDS will provide to AAM
such other information technology services as AAM may reasonably
request in writing from time to time during the term of this
Agreement via the Customer Service Request ("CSR") process and
with respect to which the Parties have reached an agreement
regarding the nature and scope of such services, the period of
time during which such services will be provided and the basis
upon which EDS will be compensated therefor (the "Additional
Services"). Such agreement with respect to any Additional Services
will be set forth in a written letter agreement which will contain
the following information, as applicable: (i) a reference to this
Agreement, which reference will be deemed to incorporate all of
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the provisions of this Agreement; (ii) the date as of which the
provisions of the letter will become effective and, if applicable,
the term or period of time during which the services or resources
referenced therein will be provided; (iii) a description of the
services or resources to be provided by EDS pursuant to the letter
and any performance standards applicable to such services or
resources; (iv) a description of AAM's responsibilities relating
to the letter, including any facilities, hardware, software or
other support that will be required; (v) the amounts payable for
the services or resources provided pursuant to the letter and the
schedule on which such amounts will be invoiced; and (vi) any
additional provisions applicable to the services or resources to
be provided pursuant to the letter that are not otherwise set
forth in this Agreement or that are exceptions to the provisions
set forth in this Agreement.
(b) From Third Parties. Nothing in this Section 3.6 or elsewhere in
this Agreement will be deemed to limit AAM's right to solicit or
use providers other than EDS (including any AAM in-house
capabilities) to render information technology services that are
in addition to, or outside the scope of, the EDS Services. AAM
agrees that if it uses a third party to perform services related
to its information technology needs, AAM will use commercially
reasonable efforts to ensure that such services will not affect
the ability of, or cost to, EDS to perform its obligations under
this Agreement, and EDS agrees to reasonably cooperate with any
such third party. As a condition to any such cooperation, the
third party must agree in writing to the security and
confidentiality obligations and procedures reasonably required by
EDS. AAM will keep EDS apprised of any material changes to AAM's
information technology environment that are made by AAM or any
third party. EDS will not be responsible or penalized for any
adverse impact on AAM, the Services or the Service Levels
resulting from the acts or omissions of AAM or a third party, but
will use commercially reasonable efforts to mitigate it.
3.7 Reliance on Instructions. In performing its obligations under
this Agreement, EDS will be entitled to rely upon any routine
instructions or information provided to EDS by the AAM
Representative or, as to areas of competency specifically
identified by the AAM Representative, by any other AAM personnel
identified by the AAM Representative, from time to time, as
having authority to provide the same on behalf of AAM in such
person's area of competency. Unless EDS knew of any error,
incorrectness or inaccuracy in such instructions or information,
EDS will incur no liability or responsibility of any kind in
relying on or complying with any such instructions or
information.
Article IV. AAM's Role
4.1 AAM's Role. During the term of this Agreement and in connection with
EDS' performance of its obligations hereunder, AAM will, at its own
cost and expense, have the obligations to EDS, and retain the
responsibilities, described below and in the SOW, Schedule 3.2.
(a) Facilities. AAM will provide to EDS at each AAM facility at which
Services are provided the following items that AAM currently
provides to its employees: space, parking, office furnishings,
janitorial service, computer hardware, computer software, voice
communication services, data communication services, utilities
(including heat
4
and air conditioning), office-related equipment (telephones, file
cabinets, desks), supplies, access to duplicating and facsimile
equipment and services, and premises security services in such
facilities as are required in connection with the proper
performance of the Services provided by EDS. AAM will give EDS
access to such facilities 24 hours a day, seven days a week. AAM
will provide the AAM facilities and other items described in this
Section 4.1(a) in a manner such that they (i) are kept free of
health and safety hazards, and (ii) comply with and will be
maintained in compliance with all applicable laws.
(b) Hardware, Software, and Third Party Agreements. AAM will provide,
or cause to be provided, to EDS Access to the following items
throughout the Term of this Agreement at each AAM site as
reasonably required by EDS to perform the Services: (1) owned or
leased items of AAM hardware and related equipment (including
servers, personal computers, terminals, printers, remote job entry
workstations and similar equipment), as well as telecommunications
lines and equipment (the "AAM Hardware"); (2) AAM Software [as
defined in Section 7.1(c)] and AAM-Vendor Software [as defined in
Section 7.1(d)]; (3) maintenance or other agreements between AAM
and third parties relating to the AAM Hardware, the AAM Software,
or the AAM-Vendor Software ("Third-Party Agreements"); and (4)
such other items of additional property in accordance with Section
5.1. The term "Access" means the enjoyment of physical and legal
use and operation of the AAM Hardware, AAM Software, and
AAM-Vendor Software, and the authority to act as AAM agent with
respect to Third-Party Agreements, as required for EDS to perform
the Services. EDS will assist AAM in determining whether AAM will
need to obtain consents, licenses or other rights from AAM'
vendors in order to provide such rights to Access to EDS. AAM, at
its cost and expense, will be responsible for obtaining any
consents, licenses or other rights or for finding an alternative
solution in the event a vendor refuses consent. However,
notwithstanding the foregoing, if for any reason (including but
not limited to a determination that the costs and expenses
associated with obtaining consents, licenses or other rights or
for finding an alternative solution are unreasonable) AAM declines
or is unable to provide to EDS the right to Access any AAM
Hardware, AAM Software, AAM-Vendor Software, or any Third Party
Agreement for any reason, EDS will be relieved of any obligation
relating to the need to Access any such item in connection with
the performance of its obligations under this Agreement, if EDS
reasonably believes that such Access would cause EDS to violate
the proprietary or other rights of any third party. Nothing herein
will require EDS to violate the proprietary or other rights of any
third party. The Parties agree to execute and deliver such
instruments and documents as either Party may reasonably request
to evidence or effect the transactions contemplated by this
Article IV. The AAM Hardware, AAM Software, AAM-Vendor Software,
and Third Party Agreements include, but are not limited to, the
items set forth in Schedule 3.2 (including all Exhibits thereto)
which is based upon information provided by AAM to EDS as of the
Effective Date.
(c) Other Resources. To enable EDS to perform the Services, AAM will
make available, as applicable and as reasonably requested by EDS,
timely management decisions and information.
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Article V. Additional Property
5.1 Additional Items of Property. If any additional items of property,
whether in the form of equipment, software or otherwise, are required
by EDS to perform the Services or otherwise to meet its obligations
hereunder, whether in addition to or in replacement of any then
existing property, EDS will inform AAM and, with AAM's prior written
consent, will obtain such additional items and will provide them to AAM
at AAM's expense and on such other terms and conditions as the Parties
mutually agree. If AAM, on its own, decides to acquire any additional
items of property for use in AAM's information technology environment,
whether in addition to or in replacement of any then existing property,
AAM will consult with EDS prior to acquiring such property. If AAM does
not approve an acquisition proposed by EDS or does not obtain EDS'
consent to AAM's own acquisition of property, EDS will not be
responsible or penalized for any adverse impact on AAM, the Services or
the Service Levels resulting therefrom, but will use commercially
reasonable efforts to mitigate it. If EDS' responsibilities in
connection with this Section 5.1 (such as site preparation,
transportation, installation or maintenance) require resources in
addition to those then being used to perform the EDS Services, such
resources will be provided as Additional Services.
Article VI. Warranties and Additional Covenants
6.1 Warranties and Additional Covenants
(a) Performance. EDS represents and warrants that all Services will be
performed in a professional and workmanlike manner.
(b) AAM Information. AAM represents and warrants that the information
furnished by AAM to EDS on which EDS based the description of the
EDS Services and the charges to be paid by AAM therefor, as set
forth in this Agreement, is accurate and complete in all material
respects.
(c) Viruses. Each Party will use commercially reasonable measures to
screen any software provided or made available by it to the other
Party hereunder for the purpose of avoiding the introduction of
any "virus" or other computer software routine or hardware
components which are designed (i) to permit access or use by third
parties to the software of the other Party not authorized by this
Agreement, (ii) to disable or damage hardware or damage, erase or
delay access to software or data of the other Party or (iii) to
perform any other similar actions.
(d) Disabling Codes. EDS will not, without informing the AAM
Representative, knowingly insert into the software used by it
hereunder any code or other device which would have the effect of
disabling, damaging, erasing, delaying or otherwise shutting down
all or any portion of the Services or the hardware, software or
data used in providing the Services. EDS will not invoke such code
or other device at any time, including upon expiration or
termination of this Agreement for any reason, without AAM's prior
written consent.
(e) Year 2000. The Parties acknowledge and agree that the Services do
not include, and EDS will not be responsible for, any changes,
modifications, updates or enhancements
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to any software, systems, hardware and related equipment, data,
interfaces or processes (collectively, "items") which may be
necessary so that such items are Year 2000 Compliant. For purposes
of this Agreement, the term "Year 2000 Compliant" means that such
items (i) will operate and produce data before, on or after
January 1, 2000 (including taking into effect that such year is a
leap year), accurately and without delay, interruption or error
relating to the fact that the time at which and the date on which
such items are operating is on or after 12:00 a.m. on January 1,
2000, or (ii) will accept, calculate, process, maintain, write and
output, accurately and without delay, interruption or error, any
function referencing a time or date on or after 12:00 a.m. on
January 1, 2000, or both, whether before, on or after 12:00 a.m.
on January 1, 2000, and any time period determined or to be
determined based on any such times or dates, or both. Any Year
2000 Compliant work desired by AAM from EDS will be provided as
Additional Services. EDS will not be responsible or penalized for
any adverse impact on AAM, the Services or the Service Levels
resulting from any items of AAM or any third party not being Year
2000 Compliant or from any inaccuracies, delays, interruptions or
errors as a result of receiving data in two digit year date or
other formats that are not Year 2000 Compliant from other
software, systems, hardware and related equipment or third parties
or as a result of any changes made by AAM or any third party to
the software being operated by EDS as part of the Services.
(f) Pass-Through/Assignment of Warranties and Indemnities. EDS agrees
that it will pass through or assign to AAM any rights it obtains
under warranties and indemnities given by its third party
subcontractors or suppliers in connection with any services,
software, equipment or other products provided by EDS pursuant to
this Agreement to the extent permitted by the applicable
subcontractors or suppliers. If pass-through or assignable
warranties and indemnities reasonably acceptable to AAM are not
available from a particular subcontractor or supplier, EDS will
discuss the matter with AAM prior to engaging the particular
subcontractor or supplier, and the Parties will mutually determine
to either accept the terms available from such subcontractor or
supplier, in which case EDS will enforce the applicable warranty
or indemnity on behalf of AAM as provided below, or deal with
another vendor of comparable services, software, equipment or
other products that will provide warranties and indemnities
reasonably acceptable to AAM. In the event of a third party
software or equipment nonconformance, EDS will coordinate with,
and be the point of contact for resolution of the problem through,
the applicable vendor and, upon becoming aware of a problem, will
notify such vendor and will use commercially reasonable efforts to
cause such vendor to promptly repair or replace the nonconforming
item in accordance with such vendor's warranty. If any warranties
or indemnities may not be passed through, EDS agrees that it will,
upon the request of AAM, take reasonable action to enforce any
applicable warranty or indemnity which is enforceable by EDS in
its own name. However, EDS will have no obligation to resort to
litigation or other formal dispute resolution procedures to
enforce any such warranty or indemnity unless EDS chooses to do so
and AAM agrees to reimburse EDS for all costs and expenses
incurred in connection therewith, including reasonable attorneys'
fees and expenses.
(g) Software Development. For a period of 90 days following acceptance
of any
7
Developed Software in accordance with the approval procedures
adopted by the Parties pursuant to Section 3.4, EDS warrants that
each item of Developed Software will conform in all material
respects to the written technical specifications agreed to by the
Parties in accordance with the software development methodologies
adopted by the Parties pursuant to Section 3.4. As soon as
reasonably practicable after discovery by AAM or EDS of a failure
of the Developed Software to so conform, AAM or EDS, as
applicable, will deliver to the other a statement and supporting
documentation describing in reasonable detail the alleged
nonconformance. If there is a material nonconformance that cannot
be corrected within a reasonable period of time within the scope
of the EDS Services, then EDS will use commercially reasonable
efforts to provide a repair or work around to correct such
nonconformance. The methods and techniques for correcting
nonconformances and implementing corrections will be as mutually
agreed between the Parties, except that EDS shall be relieved of
its obligations to correct nonconformances and implement
corrections until such time as the Parties mutually agree on such
methods and techniques. Any disclosure by EDS to AAM of its
methods and techniques shall be subject to Article VIII. The
foregoing warranty will not extend to any nonconformances caused
(i) by any change or modification to software without EDS' prior
written consent or (ii) by AAM operating software otherwise than
(x) in accordance with the applicable documentation, (y) for the
purpose for which it was designed or (z) on hardware not
recommended, supplied or approved in writing by EDS. Furthermore,
if, after undertaking commercially reasonable efforts to remedy a
breach by EDS of the foregoing warranty, EDS, in the exercise of
its reasonable business judgment, determines that any repair,
adjustment, modification or replacement is not feasible, or in the
event software subsequent to all repairs, adjustments,
modifications and replacements continues to fail to meet the
foregoing warranty, EDS will credit or pay to AAM, in a manner and
on a schedule agreed to by the Parties, an amount equal to the
charges actually paid by AAM to EDS for the Developed Software
that has failed to meet the foregoing warranty. Notwithstanding
the other provisions of this Section 6.1(g), upon the written
request of AAM, EDS will use commercially reasonable efforts to
correct an alleged nonconformance for which EDS is not otherwise
responsible hereunder because it is caused or contributed to by
one of the factors listed above and, to the extent that such
correction cannot be performed within the scope of the EDS
Services, such correction will be paid for by AAM at EDS' then
current commercial billing rates for the technical and programming
personnel and other materials utilized by EDS.
6.2 Disclaimer of Warranties EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
SECTION 6.1, EDS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY,
SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
RESULTS TO BE DERIVED FROM THE USE, OF ANY INFORMATION TECHNOLOGY
SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS
AGREEMENT. EDS DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF ANY
SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR YEAR 2000 COMPLIANT.
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Article VII. Proprietary Rights
7.1 Software Definitions. For purposes of this Agreement:
(a) EDS Software. The term "EDS Software" means any Software that is
owned by EDS (and not proprietary to any other party) and is
operated by EDS in connection with the performance of the
Services.
(b) EDS-Vendor Software. The term "EDS-Vendor Software" means any
Software that is proprietary to any party other than EDS or AAM
and is licensed to EDS.
(c) AAM Software. The term "AAM Software" means any Software that is
owned by AAM (and not proprietary to any other party) and is
operated by or on behalf of AAM and identified in Schedule 3.2.
(d) AAM-Vendor Software. The term "AAM-Vendor Software" means any
Software that is proprietary to any party other than AAM or EDS
and is operated by or on behalf of AAM and identified in Schedule
3.2.
(e) Developed Software. The term "Developed Software" means any
Software that is developed and delivered by EDS under this
Agreement, and paid for by AAM, (i) including (as between EDS and
AAM) any Software Changes made by EDS to AAM Software or
AAM-Vendor Software as part of the Services, but (ii) excluding
(A) any Software Changes made by EDS to EDS Software or EDS-Vendor
Software and (B) any EDS Software or EDS Development Tools that
are used in developing, modifying or enhancing any Developed
Software hereunder and become embedded in such Developed Software.
(f) Software. The term "Software", as used in the terms that are
defined in this Section 7.1, means computer programs, together
with input and output formats, source and object codes, program
listings, data models, flow charts, outlines, narrative
descriptions, operating instructions and supporting documentation,
and includes the tangible media upon which such programs and
documentation are recorded, including all authorized
reproductions, corrections, updates, new releases and new versions
of such programs. Except as otherwise expressly provided in this
Agreement, Software includes any enhancements, translations,
modifications, updates, new releases and other changes
(collectively, "Software Changes").
7.2 EDS Software. All EDS Software will be and remain EDS' property, and
AAM will have no rights or interest therein. However, EDS will grant to
AAM, as provided in Section 11.5, a perpetual (subject to compliance
with the applicable license), royalty-free, nontransferable,
nonexclusive license to use, after the Expiration Date or the effective
date of termination by AAM, whichever is applicable, the object code
form of any application software programs (including existing
documentation) of the EDS Software (if any) then being used by EDS in
performing the Services (other than those items of EDS Software being
used at one or more EDS data centers as part of the Services) solely
for the purpose of AAM (or the Third Party Provider assuming the
obligations of EDS hereunder) performing the services previously
performed by EDS hereunder (the "Licensed Programs"), subject to EDS
and AAM entering
9
into an agreement, in form and substance reasonably satisfactory to EDS
and AAM, containing such terms and conditions as may be appropriate.
Notwithstanding anything in this Agreement to the contrary, such
license will not include the right to use any Software Changes with
respect to the EDS Software other than those in use at the time the
license is granted.
7.3 EDS-Vendor Software. All EDS-Vendor Software will be and remain the
property of the applicable third party vendor(s), and, as between EDS
and AAM, any Software Changes made by EDS thereto will be owned by EDS.
EDS will obtain all consents necessary to permit EDS (and any
subcontractors of EDS engaged in accordance with this Agreement) to
Access the EDS-Vendor Software in connection with the performance of
the Services and will pay all costs and expenses associated therewith.
During the term of this Agreement, EDS will pay all required license,
installation, maintenance and upgrade fees with respect to the
EDS-Vendor Software.
7.4 AAM Software. All AAM Software will be and remain AAM's property. The
AAM Software will be made available to EDS in such form and on such
media as EDS may reasonably request, together with appropriate
documentation. To the extent that EDS makes any Software Changes to the
AAM Software under this Agreement, EDS will provide AAM, upon
expiration or termination of this Agreement for any reason or upon
AAM's reasonable request or after implementation of the AAM Software
Changes, with sufficient documentation and source code to fully utilize
such Software Changes.
7.5 AAM-Vendor Software. All AAM-Vendor Software will be and remain the
property of the applicable third party vendor(s), and, as between EDS
and AAM, any Software Changes made by EDS thereto will be owned by AAM.
The AAM-Vendor Software will be made available to EDS in such form and
on such media as EDS may reasonably request. To the extent that EDS
makes any Software Changes to the AAM-Vendor Software under this
Agreement, EDS will provide AAM, upon expiration or termination of this
Agreement for any reason or upon AAM's reasonable request or after
implementation of such Software Changes, with sufficient documentation
and source code to fully utilize such Software Changes.
7.6 Developed Software. AAM will own all Developed Software. The Developed
Software will be considered works made for hire owned by AAM. To the
extent that any Developed Software may not be considered works made for
hire under applicable law, EDS hereby irrevocably assigns to AAM
without further consideration the copyright in and to such Developed
Software. AAM hereby grants to EDS a royalty-free, nontransferable,
nonexclusive license during the term of this Agreement to use, copy,
maintain, modify, enhance and create derivative works of the Developed
Software for the sole purpose of performing Services for AAM. If any
EDS Software or EDS Development Tools used in developing, modifying or
enhancing the Developed Software hereunder are embedded in such
Developed Software, EDS hereby grants to AAM a perpetual (subject to
compliance with this sentence), royalty-free, nontransferable,
nonexclusive license to use such embedded EDS Software and EDS
Development Tools solely in connection with AAM's use and exploitation
of such Developed Software and only so long as such EDS Software and
EDS Development Tools remain embedded in such Developed Software and
are not separated therefrom.
7.7 Development Tools; Residual Knowledge. Notwithstanding anything to the
contrary in this
10
Agreement, EDS (a) will retain all right, title and interest in and to
all software development tools, know-how, methodologies, processes,
technologies or algorithms used in providing the Services which are
based on trade secrets or proprietary information of EDS or are
otherwise owned or licensed by EDS (collectively, the "EDS Development
Tools") and (b) will be free to use the ideas, concepts and know-how
which are developed in the course of performing the Services and may be
retained by EDS' employees in intangible form. No licenses will be
deemed to have been granted by either Party to any of its patents,
trade secrets, trademarks or copyrights, except as otherwise expressly
provided in this Agreement. Nothing in this Agreement will require EDS
or AAM to violate the proprietary rights of any third party in any
software.
7.8 Further Assurances. EDS and AAM agree to execute and deliver such
other instruments and documents as either Party reasonably requests to
evidence or effect the transactions contemplated by this Article VII.
The provisions of this Article VII will survive the expiration or
termination of this Agreement for any reason.
Article VIII. Data, Confidentiality and Audit Rights
8.1 Data of AAM. As between EDS and AAM, information relating to AAM or its
customers (the "AAM Data") is confidential and will be and remain the
property of AAM. EDS is hereby authorized to have access to and to make
use of the AAM Data for the term of this Agreement as is appropriate
for the performance by EDS of its obligations hereunder. Upon
expiration or termination of this Agreement for any reason, EDS will,
at EDS' expense, return to AAM all of the AAM Data in EDS' possession
and in EDS' then existing machine-readable format and media. EDS will
not use the AAM Data for any purpose other than providing the Services.
8.2 Safeguarding Data. EDS will maintain safeguards against the
destruction, loss or alteration of the AAM Data in the possession of
EDS which are consistent with those written procedures established and
in use by AAM as of the Effective Date and provided to EDS. To the
extent that any such procedures have not been established, EDS will
maintain safeguards that are no less rigorous than those maintained by
EDS for its own information of a similar nature. AAM will have the
right to establish backup security for the AAM Data and to keep backup
data and data files in its possession if it so chooses; provided,
however, that EDS will have access to such backup data and data files
as is reasonably required by EDS to perform the Services under this
Agreement.
8.3 Confidentiality
(a) Scope of Obligation. Except as otherwise expressly provided in
this Agreement, EDS and AAM each agree that (i) all proprietary
information communicated to it by the other and identified as
confidential, whether before or after the Effective Date, (ii) all
information identified as confidential to which it has access in
connection with the Services, whether before or after the
Effective Date, and (iii) this Agreement and the Parties' rights
and obligations hereunder, will be and will be deemed to have been
received in confidence and will be used only for purposes of this
Agreement, and each of EDS and AAM agrees to use the same means as
it uses to protect its own confidential information, but in no
event less than reasonable means, to prevent the
11
disclosure and to protect the confidentiality thereof. No such
information will be disclosed by the recipient Party without the
prior written consent of the other Party; provided, however, that
each Party may disclose this Agreement and the other Party's
confidential information to those of the recipient Party's
attorneys, auditors, insurers (if applicable), subcontractors and
full time employees who have a need to have access to such
information in connection with their employment (or engagement, if
applicable) by the recipient Party, so long as the recipient Party
requires, in the case of its auditors and insurers, that each of
them execute a confidentiality agreement containing terms and
conditions no less restrictive than those set forth in this
Section 8.3 and advises, in the case of its attorneys,
subcontractors and employees, each such attorney, subcontractor
and employee of the confidentiality obligations set forth in this
Section 8.3. In any event, compliance by each of the persons
referenced in the preceding sentence with the confidentiality
obligations set forth in this Section 8.3 will remain the
responsibility of the Party employing or engaging such persons.
(b) Exceptions. The foregoing will not prevent either Party from
disclosing information that belongs to such Party or (i) is
already known by the recipient Party without an obligation of
confidentiality other than under this Agreement, (ii) is publicly
known or becomes publicly known through no unauthorized act of the
recipient Party, (iii) is rightfully received from a third party,
(iv) is independently developed without use of the other Party's
confidential information or (v) is disclosed without similar
restrictions to a third party by the Party owning the confidential
information. If confidential information is required to be
disclosed pursuant to a requirement of a governmental authority,
such confidential information may be disclosed pursuant to such
requirement so long as the Party required to disclose the
confidential information, to the extent practicable, provides the
other Party with timely prior notice of such requirement and
coordinates with such other Party in an effort to limit the nature
and scope of such required disclosure. If confidential information
is required to be disclosed in connection with the conduct of any
mediation or arbitration proceeding carried out pursuant to
Article X, such confidential information may be disclosed pursuant
to and in accordance with the approval and at the direction of the
mediator or arbitrator, as the case may be, conducting such
proceeding. Upon written request at the expiration or termination
of this Agreement for any reason, all such documented confidential
information (and all copies thereof) owned by the requesting Party
will be returned to the requesting Party or will be destroyed,
with written certification thereof being given to the requesting
Party. The provisions of this Section 8.3 will survive the
expiration or termination of this Agreement for any reason.
8.4 Audit Rights
(a) General Employees of AAM and its auditors who are from time to
time designated by AAM and, with respect to such auditors, who
agree in writing to the security and confidentiality obligations
and procedures reasonably required by EDS will be provided with
reasonable access to any EDS facility at which the Services are
being performed to enable them to conduct audits of EDS'
performance of the Services and other matters relevant to this
Agreement, including (i) verifying the accuracy of EDS' charges to
AAM and (ii) verifying that the Services are being provided in
accordance
12
with this Agreement, including any Service Levels.
(b) Procedures. Such audits may be conducted twice a year during
reasonable business hours; provided, however, that the Parties may
agree to more frequent audits as deemed reasonably necessary. AAM
will provide EDS with prior written notice of an audit. EDS will
cooperate in the audit, will make the information reasonably
required to conduct the audit available on a timely basis and will
assist the designated employees of AAM or its auditors as
reasonably necessary. If AAM requests resources beyond those
resources then assigned to the account team who are able to
provide reasonable assistance of a routine nature in connection
with such audit, such resources will be provided as Additional
Services. Records that support EDS' performance of the Services
and other matters relevant to this Agreement will be retained by
EDS in accordance with EDS' retention guidelines. Notwithstanding
anything to the contrary in this Agreement, EDS will not be
required to provide access to the proprietary data of EDS or other
EDS customers. All information learned or exchanged in connection
with the conduct of an audit, as well as the results of any audit,
is confidential and will be subject to Section 8.3.
(c) Results. Following an audit, AAM will conduct an exit conference
with EDS to discuss issues identified in the audit that pertain to
EDS, and AAM will give EDS a copy of any portion of the audit
report pertaining to EDS. The Parties will review each EDS audit
issue and will determine (i) what, if any, actions will be taken
in response to such audit issues and (ii) which Party will be
responsible for the cost to resolve such issues. Any such
determination will be based on the following criteria: (A) who the
owner of the original deficiency is; (B) who has contractual
responsibility for the improvement of internal controls; and (C)
who owns the standards against which the audit is done. Based on
the findings of an audit, the parties will negotiate in good faith
as to responsibility for costs and expenses associated with the
audit.
Article IX. Payments
9.1 Charges for EDS Services. In consideration for the performance of the
EDS Services, AAM will pay to EDS the charges set forth in Schedule
9.1. EDS will invoice AAM for (a) Monthly Charges and Desktop Support
Charges on or before the 15th of each month for Services provided in
that month, reconciled as necessary on the next monthly invoice, and
(b) Variable Voice and Data Charges on a monthly basis in arrears on or
about the 25th of the month after the month in which such charges are
incurred. Upon the reasonable request of AAM, EDS will make available
to AAM for review appropriate documentation which supports EDS' charges
and expenses under this Agreement.
9.2 Travel and Travel-Related Expenses. M will pay, or reimburse EDS for,
the reasonable travel and travel-related expenses incurred by EDS, in
accordance with AAM's standard travel reimbursement guidelines, in
connection with EDS' performance of its obligations under this
Agreement. AAM has provided EDS with a written copy of such
reimbursement guidelines as in effect on the Effective Date and will
forward to EDS a written copy of each amendment thereto on or prior to
the date on which such amendment becomes effective. AAM may book
directly, at AAM's expense, all travel arrangements with airlines,
hotels and rental cars for
13
EDS personnel. For those travel and travel-related expenses that are
approved in advance by AAM and initially paid for by EDS are subject to
reimbursement by AAM, and EDS will invoice AAM separately for all such
expenses, which invoice will be sent by EDS to AAM after EDS incurs
such expenses and will contain an itemized listing of the applicable
expenses.
9.3 Other Out-of-Pocket Expenses. AAM will pay, or reimburse EDS for, the
reasonable out-of-pocket expenses, other than travel and travel-related
expenses covered by Section 9.2, incurred by EDS, with the prior
written consent of AAM, in connection with EDS' performance of its
obligations under this Agreement, including any purchases by EDS on
behalf of AAM of additional items of property pursuant to Section 5.1.
EDS will invoice AAM separately for all such out-of-pocket expenses,
which invoice will be sent by EDS to AAM after EDS incurs such expenses
and will contain an itemized listing of the applicable expenses.
9.4 Charges for Additional Services. In consideration for any agreement by
EDS to provide Additional Services, AAM will pay to EDS (a) the amounts
mutually agreed to in writing by EDS and AAM for the Additional
Services and (b) the out-of-pocket expenses incurred by EDS (in
accordance with Section 9.2 or Section 9.3, whichever is applicable) in
connection with the performance by EDS of the Additional Services.
9.5 Charges for Telecommunications Services. In consideration for the
performance of the Telecommunications Services, AAM will pay to EDS the
charges set forth in Schedule 9.1. Such charges will be included on the
invoice to be provided by EDS to AAM setting forth the charges for the
EDS Services.
9.6 Reruns. In the event that EDS incurs additional costs associated with
repeated reruns necessitated by incorrect or incomplete data or
erroneous instructions supplied to EDS by AAM or for corrections of
programming, operator or other processing errors caused by AAM, AAM
will pay EDS for such additional costs. EDS will be responsible for all
costs associated with reruns caused by its non-performance of the
Services.
9.7 Annual Adjustment to Charges
(a) Adjustments Using ECI. The Parties acknowledge and agree to use
the Employment Cost Index (not seasonally adjusted) for Total
Compensation, Private Industry Workers, White-collar occupations
excluding sales, June 1989 = 100 (the "ECI"), as the basis for
annual adjustments to the charges to be paid by AAM to EDS under
this Agreement for those Services listed in Section 9.7 (e) (the
"ECI Adjustable Charges"). The ECI is published by the Bureau of
Labor Statistics (the "BLS") of the U.S. Department of Labor. For
purposes of this Section 9.7, the most recently published ECI as
of any anniversary of the Effective Date is the "ECI Current
Index", and the "ECI Base Index" is the ECI Current Index from the
prior anniversary of the Effective Date (or, for the first
anniversary, the ECI most recently published as of the Effective
Date). If, on any anniversary of the Effective Date, the ECI
Current Index is higher than the ECI Base Index, then, effective
as of such anniversary, an adjustment to the ECI Adjustable
Charges will be made by increasing the ECI Adjustable Charges by
the percentage that the ECI Current Index increased from the ECI
Base Index. In calculating the percentage increase, the Parties
agree to round to one decimal place. If,
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on any anniversary of the Effective Date, the ECI Current Index is
lower than the ECI Base Index, no adjustment to the Adjustable
Charges will be made. If the period from the ECI Base Index to the
ECI Current Index is other than 12 months, an adjustment to a full
year will be made in the manner indicated in the example set forth
in Section 9.7(c). If an adjustment is not made on an anniversary
date for any reason, then the ECI Base Index for the following
anniversary date will be the same as the ECI Base Index for the
anniversary date on which no adjustment was made, as indicated in
the note to the third example set forth in Section 9.7(b). The ECI
is published quarterly at the end of the month following the
quarter measured, and the most recently published ECI as of the
Effective Date was the ECI published on or around January 31,
1998, for the quarter ending December 31, 1997. The Parties
acknowledge and agree that EDS will adjust the Adjustable Charges
and will advise AAM of such adjustment in writing so that the new
charges will amend this Agreement and become effective on the
applicable anniversary of the Effective Date. If no adjustment is
made on an anniversary date for any reason, EDS will advise AAM in
writing of such fact.
(b) Adjustment to Charges Example. The following is an example of the
adjustments described in Section 9.7(a). The specific numbers used
in the example are for illustration purposes only and are not
necessarily reflective of an actual calculation hereunder or the
actual ECI.
Annual Adjustment on First Anniversary Date:
[Download Table]
Example Charge under this Agreement $1,500.00
ECI Current Index 136.0
ECI Base Index (as of Effective Date) 129.9
Percentage Change (136.0 - 129.9) / 129.9 = 4.7%
Charge Increased by (1+ Percentage $1,500.00 * (1 + 4.7%)
Change)
Equals Adjusted Charge $1,570.50
15
Annual Adjustment on Second Anniversary Date:
Adjusted Charge as of First $1,570.50
Anniversary Date
ECI Current Index 143.2
ECI Base Index (as of 136.0
First Anniversary Date)
Percentage Change (143.2 - 136.0) / 136.0 = 5.3%
Charge Increased by $1,570.50 * (1 + 5.3%)
(1+ Percentage Change)
Equals Adjusted Charge $1,653.74
Annual Adjustment on Third Anniversary Date:
Adjusted Charge as of Second $1,653.74
Anniversary Date
ECI Current Index 140.9
ECI Base Index (as of Second 143.2
Anniversary Date)
Percentage Change No adjustment is made
Charge Increased by (1+ $1,653.74 * (1 + 0.0%)
Percentage Change)
Equals Adjusted Charge* $1,653.74
* The ECI Base Index for the fourth anniversary date would be 143.2.
16
(c) Change to ECI. In the event that the Bureau of Labor Statistics
should stop publishing the ECI or should substantially change the
content, format or calculation methodology of the ECI, the Parties
will substitute therefor another comparable measure published by a
mutually agreeable source, except as noted below. However, if such
change is merely to redefine the base period for the ECI from one
period to some other period, the Parties will continue to use the
index but will use the new base period figures for all future
adjustments. If the change is to the name of the ECI, the new name
will be used instead of the old name so long as the numbers
previously published for the index have not changed. If the change
is to the publication schedule, the Parties may agree in writing
to use a different publication schedule and to adjust any partial
year to a full year, if needed. The adjustment to convert a
partial year to a full year is shown below.
[Download Table]
ECI Current Index as of July 19XX 151.0
ECI Base Index as of June 19XX-1 145.2
Percentage Change
(rounded to 3 decimals) (151.0- 145.2)/145.2 = 3.994%
Percent Times 12 Divided # of 3.994%* 12/13
Months in Period
Equals Percentage Change 3.7%
(rounded to 1 decimal)*
*This calculation method will be used instead of the Percentage
Change calculation shown in Section 9.7(b) if the period between
the ECI Base Index and the ECI Current Index is other than 12
months.
(d) Adjustments Using Davis Survey. The Parties acknowledge and agree
to use the "Percent Change in Weighted Total Compensation" for all
levels of the Systems Integrator Jobs (the "Percent Change") as
the basis for annual adjustments to the charges to be paid by AAM
to EDS under this Agreement for those Services listed in Section
9.7(e) (the "Davis Survey Adjustable Charges"), as the Percent
Change is either reported in the Davis and Neusch Systems
Integration Survey (the "Survey") or as such Systems Integrator
Job information is otherwise made available by the consulting firm
of Davis & Neusch (or another comparable measure published or made
available by a mutually agreeable source should the Survey no
longer be published, the content or format of the Survey
substantially change or Davis & Neusch no longer makes comparable
Systems Integrator Job information available). If, on any
September 1 during the term of this Agreement, the most recently
published or available Percent Change is positive, an adjustment
to the Davis Survey Adjustable Charges will be made by increasing
the Davis Survey Adjustable Charges by such Percent Change.
17
(e) Service Categories. The Parties acknowledge and agree that the
following Services will be subject to adjustment in accordance
with Section 9.7(a): Administrative, Business Analyst, Business
Analyst Advanced and Business Analyst Senior. The Parties
acknowledge and agree that the following Services will be subject
to adjustment in accordance with Section 9.7(d): Data Base
Analyst, Engineering Services Level I, Engineering Services Level
II, Engineering Services Level III, Infrastructure Analyst,
Project Manager, Systems Engineer, Systems Engineer Advanced,
Systems Engineer Senior, Systems Administrator, Systems
Administrator Advanced and Systems Administrator Associate.
9.8 Time of Payment; Disputed Amounts. Except as otherwise expressly
provided in this Agreement, any amount due to EDS under this Agreement
invoiced in an agreed-upon format and not disputed in good faith by AAM
(as provided below) will be due and payable on the 25th calendar day
following the first business day of the calendar month immediately
following the calendar month in which AAM receives the invoice from EDS
therefor. Any amount not paid when due will bear interest until paid at
a rate of interest equal to the lesser of (a) the prime rate
established from time to time by Citibank of New York plus one percent
or (b) the maximum rate of interest allowed by applicable law. If any
portion of an amount due to EDS under this Agreement is subject to a
bona fide dispute between the Parties, AAM will pay to EDS on the date
such amount is due all amounts not disputed in good faith by AAM.
Within 15 days of AAM's receipt of the invoice on which a disputed
amount appears, AAM will notify EDS in writing of the specific items in
dispute, will describe in detail AAM's reason for disputing each such
item. Within 10 days of EDS' receipt of such notice, the Parties will
negotiate in good faith pursuant to the provisions of Article X to
reach settlement on any items that are the subject of such dispute. If
AAM does not notify EDS of any items in dispute within such 15-day
period of time, AAM will be deemed to have approved and accepted such
invoice.
9.9 Taxes. There will be added to any charges under this Agreement, or
separately billed, and AAM will either pay to EDS, or reimburse EDS for
the payment of, amounts equal to any taxes, assessments, duties,
permits, fees and other charges of any kind, however designated,
assessed, charged or levied, based on, with respect to or measured by
(a) such charges, (b) this Agreement or (c) the Services (including
Telecommunication Services), software, equipment, materials or other
property (tangible or intangible), or the use thereof or the resources
used therefor, that are provided under this Agreement. Charges payable
under this Section 9.9 include state and local sales taxes, use taxes,
property taxes, telecommunications taxes, privilege taxes, excise taxes
(including federal excise taxes), value added taxes and any taxes or
amounts in lieu thereof paid or payable by EDS in respect of the
foregoing, exclusive however, of taxes based on the net income of EDS.
If EDS takes a position on any form or in any return, audit or
otherwise at the request of, or on behalf of, AAM, then AAM will be
liable for, and will pay EDS, or reimburse EDS for the payment of, all
expenses and liabilities, including taxes, additions to taxes,
penalties, interest or fines, resulting from or attributable to any
claims or assessments for taxes claimed by any taxing authority with
respect to such position. The Parties will work together to minimize
taxes and agree that, for state and local sales and use tax purposes,
the amounts payable under this Agreement will be audited, where
permissible, by the applicable taxing authority as part of EDS' state
and local sales and use tax audits.
18
Article X. Dispute Escalation, Mediation and Arbitration
10.1 Dispute Escalation. In the event of any dispute, controversy or claim
of any kind or nature arising under or in connection with this
Agreement (including disputes as to the creation, validity,
interpretation, breach or termination of this Agreement) (a "Dispute"),
then upon the written request of either Party, each of the Parties will
appoint a designated senior business executive (other than the EDS
Account Executive or the AAM Representative) whose task it will be to
meet for the purpose of endeavoring to resolve the Dispute. The
designated executives will meet as often as the Parties reasonably deem
necessary in order to gather and furnish to the other all information
with respect to the matter in issue which the Parties believe to be
appropriate and germane in connection with its resolution. Such
executives will discuss the Dispute and will negotiate in good faith in
an effort to resolve the Dispute without the necessity of any formal
proceeding relating thereto. The specific format for such discussions
will be left to the discretion of the designated executives but may
include the preparation of agreed upon statements of fact or written
statements of position furnished to the other Party. No formal
proceedings for the resolution of the Dispute under Section 10.2 or
10.3 may be commenced until the earlier to occur of (a) a good faith
conclusion by the designated executives that amicable resolution
through continued negotiation of the matter in issue does not appear
likely or (b) the 30th day after the initial request to negotiate the
Dispute.
10.2 Mediation. Any Dispute that the Parties are unable to resolve through
informal discussions or negotiations pursuant to Section 10.1 will be
submitted to non-binding mediation, which will be held in Chicago,
Illinois, which the Parties agree constitutes a neutral venue. The
Parties will mutually determine who the mediator will be from a list of
mediators obtained from the American Arbitration Association office
located in Southfield, Michigan (the "AAA"). If the Parties are unable
to agree on the mediator, the mediator will be selected by the AAA.
10.3 Arbitration. Any Dispute that the Parties are unable to resolve through
mediation pursuant to Section 10.2 will be submitted to arbitration in
accordance with the following procedures:
(a) Demand for Arbitration; Location. Either Party may demand
arbitration by giving the other Party written notice to such
effect, which notice will describe, in reasonable detail, the
facts and legal grounds forming the basis for the filing Party's
request for relief and will include a statement of the total
amount of damages claimed, if any, and any other remedy sought by
that Party. The arbitration will be held before one neutral
arbitrator, which will be held in Chicago, Illinois, which the
Parties agree constitutes a neutral venue.
(b) Identification of Arbitrator. Within 30 days after the other
Party's receipt of such demand, the Parties will mutually
determine who the arbitrator will be. If the Parties are unable to
agree on the arbitrator within that time period, the arbitrator
will be selected by the AAA. In any event, the arbitrator will
have a background in, and knowledge of, the information technology
services industry and will be an appropriate person based on the
nature of the Dispute. If a person with such industry experience
is not available, the arbitrator will be chosen from the large and
complex case panel or, if an appropriate person is not available
from such panel, the retired federal judges pool.
(c) Conduct of Arbitration. The arbitration will be governed by the
Commercial
19
Arbitration Rules of the AAA, except as expressly provided in this
Section 10.3. However, the arbitration will be administered by any
organization mutually agreed to in writing by the Parties. If the
Parties are unable to agree on the organization to administer the
arbitration, it will be administered by the AAA under its
procedures for large and complex cases. Pending the arbitrator's
determination of the merits of the Dispute, either Party may apply
to any court of competent jurisdiction to seek injunctive or other
extraordinary relief.
(d) Scope of Discovery. Discovery will be limited to the request for
and production of documents, depositions and interrogatories.
Interrogatories will be allowed only as follows: a Party may
request the other Party to identify by name, last known address
and telephone number (i) all persons having knowledge of facts
relevant to the Dispute and a brief description of that person's
knowledge, (ii) any experts who may be called as an expert
witness, the subject matter about which the expert is expected to
testify, the mental impressions and opinions held by the expert
and the facts known by the expert (regardless of when the factual
information was acquired) which relate to or form the basis for
the mental impressions and opinions held by the expert and (iii)
any experts who have been used for consultation, but who are not
expected to be called as an expert witness, if such consulting
expert's opinions or impressions have been reviewed by an expert
witness. All discovery will be guided by the Federal Rules of
Civil Procedure. All issues concerning discovery upon which the
Parties cannot agree will be submitted to the arbitrator for
determination.
(e) Authority of Arbitrator. In rendering an award, the arbitrator
will determine the rights and obligations of the Parties according
to the substantive and procedural laws of the State of Michigan.
The arbitrator will not have authority to award damages in excess
of the amount or other than the types allowed by Section 12.2 and
may not, in any event, make any ruling, finding or award that does
not conform to the terms and conditions of this Agreement.
(f) Joinder of Parties. Each of EDS and AAM agree that it will use
commercially reasonable efforts to join (and will allow the other
Party to join) any third party that the Parties have agreed is
indispensable to the arbitration. If any such third party does not
agree to be joined, the arbitration will proceed nonetheless.
(g) Award. The decision of, and award rendered by, the arbitrator will
be final and binding on the Parties. Upon the request of a Party,
the arbitrator's award will include written findings of fact and
conclusions of law. Judgment on the award may be entered in and
enforced by any court of competent jurisdiction. Each Party will
bear its own costs and expenses (including filing fees) with
respect to the arbitration, including one-half of the fees and
expenses of the arbitrator.
10.4 Exclusive Remedy. Other than those matters involving injunctive or
other extraordinary relief or any action necessary to enforce the award
of the arbitrator, the Parties agree that the provisions of this
Article X are a complete defense to any suit, action or other
proceeding instituted in any court or before any administrative
tribunal with respect to any Dispute or the provision of the Services
by EDS. Nothing in this Article X prevents the Parties from
20
exercising their rights to terminate this Agreement in accordance with
Article XI.
Article XI. Termination
11.1 Termination for Cause. If either Party defaults in the performance of
any of its duties or obligations under this Agreement (except for a
default in payments to EDS, which will be governed by Section 11.2),
which default is not substantially cured within 60 days after written
notice is given to the defaulting Party specifying such default or,
with respect to those defaults that cannot reasonably be cured within
60 days, should the defaulting Party fail to proceed within 60 days to
commence curing the default and thereafter to proceed with reasonable
diligence to substantially cure the default, the Party not in default
may, by giving written notice thereof to the defaulting Party,
terminate this Agreement as of the date of receipt by the defaulting
Party of such notice or as of a future date specified in such notice of
termination.
11.2 Termination for Nonpayment. If AAM defaults in the payment when due of
any amount due to EDS pursuant to this Agreement and does not cure such
default within 30 days after being given written notice of such default
or otherwise does not comply with Section 9.8, EDS may, by giving
written notice thereof to AAM, terminate this Agreement as of the date
of receipt by AAM of such notice or as of a future date specified in
such notice of termination.
11.3 Termination for Bankruptcy and Related Events. Subject to Title 11,
United States Code, if either Party becomes or is declared insolvent or
bankrupt, is the subject of any proceedings relating to its
liquidation, insolvency or for the appointment of a receiver or similar
officer for it, makes an assignment for the benefit of all or
substantially all of its creditors or enters into an agreement for the
composition, extension or readjustment of all or substantially all of
its obligations, then the other Party may, by giving written notice
thereof to such Party, terminate this Agreement as of a date specified
in such notice of termination.
11.4 Termination following Benchmarking Discussions. On or after August 31,
1999, the Vice President of Operations for EDS and the Vice President,
MIS for AAM shall meet at the request of AAM to discuss information
which AAM has acquired which indicates that the charges for and
performance of the EDS Services are non-competitive with charges and
services provided by other well-managed firms in similar transactions
(the "Benchmark Information"). Based on the Benchmark Information, the
Parties will negotiate in good faith mutually acceptable adjustments to
the Services, Service Levels, and the EDS charges hereunder. If the
Parties are unable to reach agreement on any such adjustments within
thirty (30) days after the initial meeting requested by AAM under this
Section 11.4, AAM may terminate this Agreement for convenience and
without cause upon at least thirty (30) days written notice to EDS,
provided that any notice of termination under this Section 11.4 must be
delivered to EDS on or before October 31, 1999. On or before the
termination date, AAM shall pay EDS all charges and expenses due for
Services provided through the termination date, plus the sum of
$1,500,000.00 ($1.5 million).
11.5 Effect of Expiration or Termination
(a) Wind-Down. Upon expiration or termination of this Agreement for
any reason, but subject to Section 11.5(b), EDS will cease to
perform the Services, and AAM will pay to EDS all amounts due to
EDS for all Services provided and expenses incurred
21
through the effective date of such expiration or termination.
(b) Transition. In connection with the expiration of this Agreement on
the Expiration Date or with the termination of this Agreement by
AAM or EDS pursuant to this Article XI, except as set forth below,
EDS will comply with AAM's reasonable directions to cause the
orderly transition and migration from EDS to AAM (or a third party
services provider undertaking, on behalf of AAM, to provide the
Services (the "Third Party Provider")) of all Services then being
performed by EDS (the "Termination Transition"). AAM will
cooperate in good faith with EDS in connection with EDS'
obligations under this Section 11.5(b) and will perform its
obligations under the Transition Plan. EDS will perform the
following obligations (and such other obligations as may be
contained in the Transition Plan) at AAM's expense, unless
otherwise stated below or in the Transition Plan. AAM acknowledges
and agrees that EDS will have no obligation to provide any form of
Termination Transition if EDS terminates this Agreement pursuant
to Section 11.1 as a result of AAM's breach of its confidentiality
obligations to EDS under Article VIII, Section 11.2, or Section
11.3.
(i) Transition Plan. EDS and AAM will work together to develop
a transition plan (the "Transition Plan") setting forth the
respective tasks to be accomplished by each Party in
connection with the Termination Transition and a schedule
pursuant to which such tasks are to be completed.
(ii) Specifications. EDS will, upon AAM's request, provide AAM
with reasonably detailed specifications for the hardware
and software needed by AAM (or the Third Party Provider) to
properly provide the Services then being performed by EDS.
(iii) Acquisition of Equipment. AAM will have the option to
purchase from EDS at its fair market value any equipment
owned by EDS and to assume the leases (provided such leases
are assumable) for any equipment leased by EDS, in each
case only to the extent that such equipment is dedicated
solely to providing the Services to AAM as of the
Expiration Date or the effective date of termination,
whichever is applicable.
(iv) Licensed Programs. Once a mutually acceptable license
agreement has been executed by the Parties, EDS will
deliver a copy of the Licensed Programs and existing
documentation to AAM and will install such copy on the
equipment of AAM (or the Third Party Provider).
(v) Vendor Software. EDS will reasonably assist AAM in AAM's
acquisition of any necessary rights to Access any
EDS-Vendor Software and existing documentation then being
used by EDS in performing the Services.
(vi) Training. EDS will provide appropriate training for the
employees of AAM (or the Third Party Provider) who will be
assuming responsibility following the Termination
Transition for operation of the software then being used by
EDS in performing the Services.
(vii) Hiring of Employees. Notwithstanding Section 2.3, AAM may
offer
22
employment to any EDS employee who was an AAM employee or
an employee of General Motors' Saginaw Division who
accepted EDS' offer of employment and who is then dedicated
solely to providing the Services to AAM.
(c) Disclosure of Information. Notwithstanding anything to the
contrary in this Agreement, EDS will not be required to disclose
any of its proprietary information, whether in the nature of a
trade secret, software or otherwise, to the Third Party Provider
except to the extent that AAM is entitled to such information
under this Agreement. Prior to providing any termination
assistance to the Third Party Provider, AAM will cause the Third
Party Provider to provide EDS with written assurances, in form and
substance reasonably satisfactory to EDS, that the Third Party
Provider (i) will maintain at all times the confidentiality of any
EDS proprietary information disclosed or provided to, or learned
by, the Third Party Provider in connection therewith and (ii) will
use such information exclusively for the purposes for which AAM is
authorized to use such information pursuant to this Agreement.
(d) Charges. For so long as this Agreement remains in effect and
during the Termination Transition but subject to the last sentence
of this Section 11.5(d), AAM will pay to EDS the charges set forth
in this Agreement. If the Termination Transition provided by EDS
under this Section 11.5 requires personnel or other resources in
excess of those resources then being provided by EDS under this
Agreement, AAM will pay EDS for such additional resources at EDS'
then current commercial billing rates on such periodic basis as
the Parties agree in writing. Notwithstanding anything to the
contrary in this Agreement, all charges to be paid by AAM to EDS
during the Termination Transition (including those set forth in
Schedules 9.1) will be paid on a monthly basis in advance.
Article XII. Indemnities and Liability
12.1 Indemnities.
(a) Claims Relating to Space, Taxes and Employees. Subject to Sections
12.1(f) and 12.2, EDS and AAM each agree to indemnify and defend
the other Party and to hold the other Party harmless from any and
all claims, actions, damages, liabilities, costs and expenses,
including reasonable attorneys' fees and expenses (collectively,
"Losses"), arising out of, under or in connection with (i) any
claim for rent or utilities at any location where the indemnitor
is financially responsible under this Agreement for such rent or
utilities, (ii) any claim for wages, benefits (including workers
compensation benefits related to any of indemnitor's employees),
third party fees, taxes, assessments, duties, permits or other
charges of any nature for which the indemnitor is legally or
contractually responsible under this Agreement, as well as any
additions to tax, penalties, interest, fees or other expenses
resulting from such charges not being paid at the time or in the
manner required by applicable law, or (iii) any claim resulting
from an act or omission of the indemnitor in its capacity as an
employer of a person and relating to (A) federal, state or other
laws or regulations for the protection of persons who are members
of a protected class or category of persons, (B) sexual
discrimination or
23
harassment, (C) work related injury or death, and (D) any other
aspect of the employment relationship or its termination
(including claims for breach of an express or implied contract of
employment) and including, without limitation, with respect to
each of clauses (A) through (D), claims, demands, charges,
actions, causes of action or other proceedings which arose when
the person asserting such claim, demand, charge, action, or cause
of action was or purported to be an employee of the indemnitor.
(b) Claims Relating to Personal Injury and Property Damage. Subject to
Section 12.1(f), if any act or omission of a Party or its
employees, servants, agents, or subcontractors causes or results
in (i) Losses to the tangible personal property (whether owed or
leased) of the other Party, and/or (ii) Losses for the death or
injury to any person, including, but not limited to, employees or
invitees of either Party, then such Party shall indemnify ,
defend, and hold harmless the other Party from and against any and
all such Losses resulting therefrom.
(c) Infringement Claims
(i) General. Subject to Sections 12.1(f) and 12.2 and the
limitations set forth below in this Section 12.1(c), EDS
and AAM each agree to defend the other Party against any
action to the extent that such action is based upon a claim
that the software, services, systems, hardware machinery
(other than third party software, systems, hardware, or
machinery) or confidential information provided by the
indemnitor, or any part thereof, (i) infringes a copyright
perfected under United States statute, (ii) infringes a
patent granted or trademark or mask work right recognized
under United States law or (iii) constitutes an unlawful
disclosure, use or misappropriation of another party's
trade secret. The indemnitor will bear the expense of such
defense and either settle such claim at its expense or pay
any amount of damages and attorneys' fees that are
attributable to such claim finally awarded by a court of
competent jurisdiction.
(ii) Exclusions. The indemnitor will have no liability to the
indemnitee hereunder if any claim of infringement is based
upon the use of software provided by the indemnitor
hereunder in connection or in combination with equipment,
devices or software not supplied or selected by the
indemnitor or used in a manner for which the software was
not designed. Also, the indemnitor will have no liability
if the indemnitee modifies any software provided by the
indemnitor hereunder and such infringement would not have
occurred but for such modification, or uses the software in
the practice of a patented process and there would be no
infringement in the absence of such practice, or such claim
arises out of the indemnitor's compliance with
specifications provided by the indemnitee and such
infringement would not have occurred but for such
compliance.
(iii) Additional Remedy. If software, services, systems,
hardware, machinery or confidential information becomes the
subject of a claim under this Section 12.1(c), or in the
indemnitor's opinion is likely to become the subject of
such a
24
claim, then, in addition to defending the claim and paying
any damages and attorneys' fees as required above in this
Section 12.1(c), the indemnitor will either (A) replace or
modify the software, services, systems, hardware, machinery
or confidential information to make it noninfringing or
cure any claimed misuse of another's trade secret or (B)
procure for the indemnitee the right to continue using the
software, services, systems, hardware, machinery or
confidential information pursuant to this Agreement. Any
costs associated with implementing either of the above
alternatives will be borne by the indemnitor but will be
subject to Section 12.2. If neither option is available to
the indemnitor through the use of reasonable, diligent
efforts, (x) the indemnitee will return such software,
services, systems, hardware, or machinery or confidential
information to the indemnitor and (y) if requested by the
indemnitee in good faith, the Parties will negotiate,
pursuant to Article X but subject to Section 12.2, to reach
a written agreement on what, if any, monetary damages (in
addition to the indemnitor's obligation to defend the claim
and pay any damages and attorneys' fees as required above
in this Section 12.1(c)) are reasonably owed by the
indemnitor to the indemnitee as a result of the indemnitee
no longer having use of such software, services, systems,
hardware, machinery, or confidential information.
(d) Third Party Indemnification of EDS. Without limiting EDS'
liability to AAM under this Agreement, each of the Parties
acknowledge that by entering into and performing its obligations
under this Agreement EDS will not assume and should not be exposed
to the business and operational risks associated with AAM's
business which are unrelated to the EDS Services, or any software,
systems, hardware, or machinery provided by EDS hereunder, and AAM
therefore agrees, subject to Sections 12.1(f) and 12.2, to
indemnify and defend EDS and hold EDS harmless from any and all
third party Losses arising out of the conduct of AAM's business
which are unrelated to the EDS Services, or any software, systems,
hardware, or machinery provided by EDS hereunder.
(f) Procedures The indemnification obligations set forth in this
Section 12.1 will not apply unless the Party claiming
indemnification:
(i) Notice. Notifies the other promptly in writing of any
matters in respect of which the indemnity may apply and of
which the notifying Party has knowledge in order to allow
the indemnitor the opportunity to investigate and defend
the matter; provided, however, that the failure to so
notify will only relieve the indemnitor of its obligations
under this Section 12.1 if and to the extent that the
indemnitor is prejudiced thereby; and
(ii) Control of Defense. Gives the other Party full opportunity
to control the response thereto and the defense thereof,
including any agreement relating to the settlement thereof;
provided, however, that the indemnitee will have the right
to participate in any legal proceeding to contest and
defend a claim for indemnification involving a third party
and to be represented by legal counsel of its choosing, all
at the indemnitee's cost and expense. However, if the
25
indemnitor fails to promptly assume the defense of the
claim, the Party entitled to indemnification may assume the
defense at the indemnitor's cost and expense.
The indemnitor will not be responsible for any settlement or
compromise made without its consent, unless the indemnitee has
tendered notice and the indemnitor has then refused to assume and
defend the claim and it is later determined that the indemnitor
was liable to assume and defend the claim. The indemnitee agrees
to cooperate in good faith with the indemnitor at the request and
expense of the indemnitor.
12.2 Liability
(a) Direct Damages. For any matter relating to or arising in
connection with this Agreement, whether based on an action or
claim in contract, equity, negligence, intended conduct, tort or
otherwise, the amount of damages recoverable against EDS for all
events, acts or omissions will not exceed, in the aggregate, the
lesser of (i) $5 million, or (ii) the aggregate amount of all
charges (exclusive of taxes, pass-through expenses and
out-of-pocket expenses) actually paid by AAM to EDS pursuant to
this Agreement during the 6-month period immediately preceding the
initial occurrence of such event, act or omission.
(b) Indirect Damages. For any matter relating to or arising in
connection with this Agreement, whether based on an action or
claim in contract, equity, negligence, intended conduct, tort or
otherwise, in no event will the measure of damages payable by EDS
include, nor will EDS be liable for, any amounts for loss of
income, profit or savings or indirect, incidental, consequential
or punitive damages of any party, including third parties.
(c) Conduct of Litigation. In connection with the conduct of any
litigation with third parties relating to any liability of either
Party to the other or to such third parties, each Party will have
all rights (including the right to accept or reject settlement
offers and to participate in such litigation) which are
appropriate to its potential responsibilities or liabilities.
(d) Contractual Statute of Limitations. No claim and demand for
mediation or arbitration or cause of action which arose out of an
event or events which occurred more than two years prior to the
filing of a demand for mediation or arbitration or suit alleging a
claim or cause of action may be asserted by either Party against
the other.
(e) Acknowledgment. EDS and AAM expressly acknowledge that the
limitations and exclusions set forth in this Section 12.2 have
been the subject of active and complete negotiation between the
Parties and represent the Parties' agreement based on the level of
risk to EDS and AAM associated with their respective obligations
under this Agreement and the payments provided under this
Agreement to EDS for such performance. The provisions of this
Article XII will survive the expiration or termination of this
Agreement for any reason.
26
Article XIII. Miscellaneous
13.1 Right to Engage in Other Activities. AAM acknowledges and agrees that
EDS may provide data processing and other information technology
services for third parties at any EDS facility that EDS may utilize
from time to time for performing the Services. Nothing in this
Agreement will impair EDS' right to acquire, license, market,
distribute, develop for itself or others or have others develop for EDS
similar technology performing the same or similar functions as the
technology and Services contemplated by this Agreement.
13.2 Independent Contractors. The Parties are independent contractors, and
this Agreement will not be construed as constituting either Party as
partner, joint venturer or fiduciary of the other or to create any
other form of legal association that would impose liability on one
Party for the act or failure to act of the other or as providing either
Party with the right, power or authority (express or implied) to create
any duty or obligation of the other. Except as otherwise expressly
provided in this Agreement, each Party has the sole right and
obligation to supervise, manage, contract, direct, procure, perform or
cause to be performed all work to be performed by it pursuant to this
Agreement.
13.3 Entire Agreement; Survival. This Agreement (including the Schedules
attached hereto, each of which is incorporated into this Agreement by
this reference) constitutes the full and complete statement of the
agreement of the Parties with respect to the subject matter hereof and
supersedes any previous agreements, understandings or communications,
whether written or oral, relating to such subject matter. The
expiration or termination of this Agreement for any reason will not
release either Party from any liabilities or obligations set forth
herein which (a) the Parties have expressly agreed will survive any
such expiration or termination or (b) remain to be performed or by
their nature would be intended to be applicable following any such
expiration or termination.
13.4 Amendments; Waiver. Changes or modifications to this Agreement may not
be made orally, but only by a written amendment or revision signed by
the Parties. Any terms and conditions varying from this Agreement on
any order, invoice or other notification from either Party are not
binding on the other unless specifically accepted by the other. Unless
otherwise expressly provided in this Agreement, a delay or omission by
either Party to exercise any right or power under this Agreement will
not be construed to be a waiver thereof. No waiver of any breach of any
provision of this Agreement will constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provision
hereof.
13.5 Binding Nature; Assignment. This Agreement will be binding on the
Parties and their successors and permitted assigns (it being understood
and agreed that nothing contained in this Agreement is intended to
confer upon any other person any rights, benefits or remedies of any
kind or character whatsoever under or by reason of this Agreement).
Except as otherwise expressly provided in Section 2.3, neither Party
may, nor will it have the power to, assign this Agreement, or any part
hereof, without the consent of the other.
13.6 Export Regulations. This Agreement is expressly made subject to any
United States government laws, regulations, orders or other
restrictions regarding export from the United States of computer
hardware, software, technical data or derivatives of such hardware,
software or technical data. Notwithstanding anything to the contrary in
this Agreement, AAM
27
will not directly or indirectly export (or reexport) any computer
hardware, software, technical data or derivatives of such hardware,
software or technical data, or permit the shipment of same: (a) into
(or to a national or resident of) Cuba, North Korea, Iran, Iraq, Libya,
Syria or any other country to which the United States has embargoed
goods; (b) to anyone on the U.S. Treasury Department's List of
Specially Designated Nationals, List of Specially Designated Terrorists
or List of Specially Designated Narcotics Traffickers, or the U.S.
Commerce Department's Denied Parties List; or (c) to any country or
destination for which the United States government or a United States
governmental agency requires an export license or other approval for
export without first having obtained such license or other approval.
The provisions of this Section 13.6 will survive the expiration or
termination of this Agreement for any reason.
13.7 Approvals and Similar Actions. Except as otherwise expressly provided
in this Agreement, where agreement, approval, acceptance, consent or
similar action is required of either Party by any provision of this
Agreement, such action will not be unreasonably withheld or delayed. An
approval or consent given by a Party under this Agreement will not
relieve the other Party from responsibility for complying with the
requirements of this Agreement, nor will it be construed as a waiver of
any rights under this Agreement, except as and to the extent otherwise
expressly provided in such approval or consent.
13.8 Notices. Except as otherwise expressly provided in this Agreement, all
notices under this Agreement will be in writing and will be deemed to
have been duly given if delivered personally or by courier service,
faxed or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the Parties at the addresses set forth
in Schedule 13.8. All notices under this Agreement that are addressed
as provided in this Section 13.8, (a) if delivered personally or by
courier service, will be deemed given upon delivery, (b) if delivered
by facsimile, will be deemed given when confirmed and (c) if delivered
by mail in the manner described above, will be deemed given on the
fifth business day after the day it is deposited in a regular
depository of the United States mail. Either Party from time to time
may change its address or designee for notification purposes by giving
the other Party notice of the new address or designee and the date upon
which such change will become effective.
13.9 Excused Performance. Neither Party will be deemed to be in default
hereunder, or will be liable to the other, for failure to perform any
of its non-monetary obligations under this Agreement for any period and
to the extent that such failure results from acts or omissions of the
other Party or third parties, natural disasters, riots, war, civil
disorder, court order, labor dispute or any other causes beyond that
Party's reasonable control (including failures or fluctuations in
electrical power, heat, light, air conditioning or telecommunications
equipment or lines) and which it could not have prevented by reasonable
precautions or could not have remedied by the exercise of reasonable
efforts. To the extent that disaster recovery services are included in
the EDS Services, the foregoing will not limit EDS' obligation to
provide such services unless they also are affected by the force
majeure event.
13.10 Media Releases. Each Party will coordinate with the other regarding any
media release, public announcement or similar disclosure relating to
this Agreement or its subject matter and will give the other Party a
reasonable opportunity to review and comment on the content of such
release, announcement or disclosure prior to its release. This
provision does not alter the
28
restrictions on the disclosure of confidential information set forth in
Section 8.3 and, subject to Section 8.3, will not be construed so as to
delay or restrict either Party from disclosing any information required
to be disclosed in order to comply with any applicable law, rule or
regulation. Notwithstanding the foregoing, EDS will have the right to
make general references to AAM and the type of services being provided
by EDS to AAM under this Agreement in EDS' promotional and marketing
materials as well as in EDS' oral and visual presentations to prospects
upon approval by AAM.
13.11 Construction Rules. The Article and Section headings and table of
contents used in this Agreement are for convenience of reference only
and will not enter into the interpretation hereof. As used in this
Agreement, unless otherwise expressly provided to the contrary, (a) any
reference to a "Section", "Article" or "Schedule" is a reference to a
Section or Article of this Agreement or a Schedule attached to this
Agreement, and (b) all references to days, months or years are
references to calendar days, months or years. To the extent that the
provisions of this Agreement and the Schedules are inconsistent, to the
extent possible such provisions will be interpreted so as to make them
consistent, and if that is not possible, the provisions of the
Schedules will prevail. If any provision of this Agreement is held to
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be
affected or impaired, and such provision will be deemed to be restated
to reflect the original intentions of the Parties as nearly as possible
in accordance with applicable law. The Parties agree that this
Agreement is an executory contract as contemplated by 11 U.S.C. Section
365. In performing its obligations under this Agreement, neither Party
will be required to undertake any activity that would conflict with the
requirements of any applicable law, rule, regulation, interpretation,
judgment, order or injunction of any governmental authority. This
Agreement may be executed in multiple counterparts, each of which will
be deemed an original and all of which taken together will constitute
one instrument. The Parties acknowledge and agree that each has been
represented by legal counsel of its choice throughout the negotiation
and drafting of this Agreement, that each has participated in the
drafting hereof and that this Agreement will not be construed in favor
of or against either Party solely on the basis of a Party's drafting or
participation in the drafting of any portion of this Agreement.
13.12 Governing Law. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of Michigan, without
giving effect to any choice-of-law rules that may require the
application of the laws of another jurisdiction.
29
Agreement
In Witness Whereof, the Parties have duly executed and delivered this
Agreement as of the Effective Date.
AMERICAN AXLE & ELECTRONIC DATA SYSTEMS
MANUFACTURING, INC. CORPORATION
By: /s/ Michael D. Alexander By: Gary M. Burlzinski
----------------------------- -----------------------------
Title: Vice President MIS Title: Vice President
Date: 5/6/98 Date: 4/27/98
30
Schedules
Schedule 3.2 - EDS Services/Statement of Work
Schedule 3.3 - Telecommunications Services
Schedule 3.4 - Service Levels
Schedule 9.1 - Charges
Schedule 13.8 - Notices
Schedule 3.2
EDS Services
Statement of Work
Schedule 3.2
American Axle & Manufacturing and EDS
Statement of Work
March 1, 1998
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TABLE OF CONTENTS
PROPRIETARY STATEMENT 5
SCOPE 6
INTRODUCTION 7
ASSUMPTIONS 8
APPLICATIONS SUPPORT SERVICES 10
Production Support Services 10
Application Code Correction 10
Application Documentation 11
Application Enhancements 12
Application Performance Monitoring 13
Application Problem Analysis 14
Application Security 15
Job Restart 15
Data Management Services 16
Database Maintenance 16
Software Update Installation 17
Change Management Services 18
Change Management 18
OPERATIONS SERVICES 18
Computer Operations 18
Change Control 19
Coordination of Information Technology for Engineering 20
Data Communications Network Environment Maintenance 21
Desktop Environment Maintenance 22
Disaster Recovery Procedures 24
Enforce Security 25
First Level Customer Support 26
Information Technology Asset Tracking 27
Information Technology Directional Consulting 27
Information Technology Management 28
Information Technology Planning 29
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Information Technologies Status Reporting 30
Information Technology Supplier Management 30
Markup and Rebill 31
Model Office 32
Monitor CSRs 32
Monitor Job Execution 33
Plant Floor Support 34
Production Job Backup and Recovery 34
Production Job Scheduling 35
Proposal Development 36
Special Requests 36
ACCOUNT ORGANIZATION 38
Job Descriptions 39
Account Executive 39
Administrative 39
Asset Analyst 39
Business Analyst 39
Business Analyst - Advanced 40
Business Analyst - Senior 40
Computer Operator 41
Corporate Account Manager 41
Database Administrator 41
Data Modeler 41
Engineering Systems Engineer 42
Engineering Systems Engineer - Advanced 42
Enterprise Solutions Specialist Level 1 Application Customizer 42
Enterprise Solutions Specialist Level 2 Application Customizer 43
Enterprise Solutions Specialist Level 3 Application Customizer 43
Infrastructure Analyst 44
Operations Manager 44
Project Manager 44
Site Manager 45
Systems Administrator 45
Systems Administrator Associate 45
Systems Administrator - Senior 45
Systems Engineer 46
Systems Engineer - Advanced 46
Systems Engineer - Senior 46
AAM RESPONSIBILITIES 47
Systems Operations 47
Systems and Security 47
Harware Related 48
Relationship 48
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EXHIBIT A: SCHEDULE OF NON-LEGACY APPLICATIONS TO BE SUPPORTED 49
EXHIBIT B: SCHEDULE OF LEGACY APPLICATIONS TO BE SUPPORTED 50
EXHIBIT C: SCHEDULE OF HARDWARE SUPPORTED 51
EXHIBIT D: EDS INSTALLED INFRASTRUCTURE SOFTWARE SUPPORTED 53
EXHIBIT E: DATA LINES SUPPORTED 54
EXHIBIT F: CUSTOMER CARE SERVICE METRICS 56
EXHIBIT G: DESCRIPTION OF NON-LEGACY APPLICATIONS 57
EXHIBIT H: EDS SERVICES FOR NON-LEGACY APPLICATIONS 60
EXHIBIT H: EDS SERVICES FOR NON-LEGACY APPLICATIONS (CONT'D) 61
EXHIBIT I: DESCRIPTION OF LEGACY APPLICATIONS 62
EXHIBIT J: DESCRIPTION OF SERVICES FOR LEGACY APPLICATIONS 63
EXHIBIT K. EDS PRICE PER LEGACY SYSTEM 64
EXHIBIT L. ITEMS AGREED TO BE JOINTLY DEVELOPED DURING
FIRST 90 DAYS OF AGREEMENT 65
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Proprietary Statement
The information contained in this document prepared for American Axle &
Manufacturing, Inc. (AAM), is confidential and proprietary to Electronic Data
Systems Corporation (EDS). EDS submits this document with the express
understanding that it will be held in strict confidence by AAM and will not be
duplicated or used by AAM for any purpose, in whole or in part, other than for
the evaluation of EDS, without the written consent of EDS. The subject of this
document and the matters described herein shall not be disclosed except to
employees of AAM on a need-to-know basis. If, however, a contract is awarded
to EDS, AAM shall have the right to duplicate, use, or disclose the
information to the extent provided in the resulting contract.
Copyright (C)1998 Electronic Data Systems Corporation. All rights reserved.
EDS is an equal opportunity employer, m/f/v/d.
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Scope
This Statement of Work (SOW) describes Services (the "Services") to be
performed by EDS on behalf of AAM. The Services generally include the
maintenance and operation of AAM's existing computer hardware, data
communication facilities, and software applications (including "Legacy
Applications" and "Non-Legacy Applications," as defined below), as further
described herein.
There may be, as of the Effective Date, certain projects in process or
contemplated by AAM that are related to new systems, data communications, or
infrastructure development and/or implementation that are outside the scope of
this Agreement and SOW. Such projects will be addressed under the Customer
Service Request ("CSR") process and constitute Additional Services.
There are, as of the Effective Date, certain Legacy Applications (as described
in Exhibit I) that are still required by AAM, but which AAM envisions
discontinuing over time. EDS will provide those Services specified in Exhibit
J for Legacy Applications at the charges set forth in Schedule 9.1. At such
time as AAM discontinues use of any Legacy Application, the EDS charge to AAM
will be reduced by the amount specified in Schedule 9.1 with respect to such
Legacy Application.
The services as outlined in this SOW will not commence for support of the
Enterprise Resource Planning Manufacturing system and the American Axle &
Manufacturing Human Resources and Payroll system until the specified date in
Schedule 9.1. The support of these systems will continue under separate
agreements until this specified date.
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Introduction
This SOW is organized into the following sections:
o Assumptions
o Applications Support
o Operations Support
o Account Organization
o Responsibilities
o Pricing
The Assumptions section sets forth business and technical assumptions that are
foundational to the integrity, deliverability, and pricing of the Services
described in the SOW.
The Applications Support section describes the Services that will be performed
relative to AAM Legacy and Non-Legacy Applications. Information about the
computer applications comprehended by this SOW may be found as follows:
Exhibit A "Schedule of Non-Legacy Applications to be Supported", Exhibit B
"Schedule of Legacy Applications to be Supported", Exhibit G "Description of
Non-Legacy Applications", Exhibit H "EDS Services for Non-Legacy
Applications", Exhibit I "Description of Legacy Applications, Exhibit J
"Description of Services for Legacy Applications".
The Operations Support section provides separate schedules of the types of
hardware (Exhibit C), software (Exhibit D) and communications (Exhibit E) to
be operated. It also furnishes a description of the Services that EDS will
provide related to the elements identified by those schedules.
The Account Organization section provides information depicting the proposed
EDS AAM Account organization and related job responsibilities.
The AAM Responsibilities section delineates the additional responsibilities
that AAM has with respect to this SOW.
The Services described in this document apply, as appropriate, to the AAM
locations identified in the Agreement only.
The Services described in this SOW may be extended to other future AAM
locations according to terms as may subsequently be agreed between the parties
as Additional Services.
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Assumptions
The following represent both the business and technical assumptions that are
foundational to the integrity, deliverability and pricing of the Services
described in this SOW:
Business Assumptions
o All computer hardware and software, except as otherwise noted, are
supplied and owned by AAM.
o All third-party maintenance agreements for computer hardware and
software are the responsibility of AAM.
o AAM will remain substantially in the same business during the term
of this agreement: a manufacturer of driveline systems, chassis
components, forged products, and associated Services.
o AAM will continue to do business at the locations identified in the
Agreement.
o Service availability is subject to the observance by EDS employees of
AAM recognized holidays.
o ERP Oracle Automotive and Release 11 are outside the scope of this
Agreement.
o ERP Manufacturing Support Services will commence on August 1, 1998.
o HR/Payroll support services will commence on June 1, 1999.
o AAM will pay cellular phone charges of only the Account Executive
o Any study or other documentation paid for by AAM will belong to AAM
* AAM may use this documentation for any purpose deemed appropriate
* EDS will not add their logo or EDS Confidential footer, and may
not add any information considered EDS Confidential
o Any study or other documentation paid for by EDS will belong to EDS
* EDS may use this documentation for any purpose deemed appropriate
* EDS may add their logo or EDS Confidential footer
o The list of items referenced in Exhibit L will be mutually completed
within 90 days of commencement of this agreement
o AAM will purchase the agreed upon Customer Care Center software to
monitor the network, track trouble tickets and generate reports not
to exceed $450,000.
o All Customer Care Center metrics tracking and reporting will commence
upon implementation of the aforementioned software.
o Any EDS price reductions resulting from system or process improvements
will be negotiated between the AAM Vice President of MIS and the EDS
Vice President of Operations.
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Technical Assumptions
o The quantity of servers covered by this SOW are those deployed as of
the Effective Date. Additional servers and support Services may be
added as mutually agreed upon between the Parties as Additional
Services.
o All hardware maintenance of the NT server platform is included as
part of this agreement to the extent of the manufacturers' warranty
available on a pass-through basis. Additional future maintenance is
the responsibility of AAM. UNIX server hardware maintenance has been
paid by AAM for those servers deployed as of the Effective Date.
Additional future maintenance for hardware/software is outside the
scope of this agreement.
o All AAM Personal Computers (PCs) and printer support is included as
part of this agreement to the extent of the manufacturers' warranty
available on a pass-through basis. Additional future maintenance is
the responsibility of AAM. Any changes to device configuration
standards will be mutually agreed upon by AAM and EDS. Changes to
configurations and non standard software will be charged at the time
and material rates to be agreed between the Parties.
o AAM will allow only EDS to move Information Technology (IT)
infrastructure devices.
o Cost for licenses and software that have been paid by AAM are not
within the scope of this SOW.
o Third party maintenance contracts needed to meet the agreed Service
metrics are not included in the scope of this SOW.
o Third-party software support is limited to that software that is
also developer supported. The current version and the prior version
of the software are comprehended.
o Charges are based on call volume to the Customer Care Center (CCC)
of 2100 calls per month or less. Any additional call volume sustained
over a 90 day period will result in increased staff at a rate to be
negotiated.
o Thirty (30) desktop moves/installs/software upgrades per month are
included within the scope of this SOW. Moves/installs in excess of 30
per month will be provided at EDS' standard commercial time and
material rates.
o Spare equipment and parts needed to meet the Service levels defined
in this SOW are managed by EDS and owned by AAM and are included
within the scope of this Agreement. Five spare PCs will be located in
the AAM vault.
o EDS will provide one point of contact for all computer related user
problems or assistance (see First Level Customer Support). If
problems are reported directly to a non-CCC EDS person, that person
will be responsible for alerting the CCC so that all problems may be
properly recorded and reported.
o EDS employees will have access to the EDS Intranet through the
network to access EDS productivity tools, processes, and
communications.
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Applications Support Services
EDS will perform the following services as outlined in Exhibits H and J for
the associated systems. Exhibits A and B identify at which facilities these
systems are supported. Non-Legacy Applications are described in Exhibit G.
Legacy Applications are described in Exhibit I. Applications Support Services
are grouped into three general categories:
o Production Support Services
o Data Management Services
o Change Management Services
Services pertain to all applications listed in Exhibits A and B unless
otherwise noted.
Production Support Services
Application Code Correction
Service Owner: EDS Production Support Manager
Service Description: Application Code Correction Services are delivered when
an application is in a failure state or EDS is alerted that the potential for
failure exists. EDS will coordinate the identification and correction of the
problem.
Service Trigger: Normally, the need for these Services arises from one of the
following sources:
o The software vendor alerts EDS that an error exists
o EDS observes that the application has experienced a hard failure state
o The applications system user or other person may report an application
failure
The delivery of these Services may sometimes overlap with other EDS
Application Support Services.
Service Deliverables: EDS will provide and/or utilize the following with
respect to the delivery of these Services:
o Skilled problem analysis and resolution personnel
o Hardware and software tools
o Change control procedures
o Application maintenance methodologies
In some instances EDS may use third party personnel.
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Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m. (on call 24 hours, 7 days)
Service Start: Within one hour of reported failure
Service Complete: Severity 1 A severity 1 problem is one which has caused a
mission critical function to be unavailable. Problem analysis will be begin
within one hour of reported failure. EDS will apply resources around the clock
until code is fixed.
Severity 2 A severity 2 problem is one which has caused a slowdown within a
function that is mission critical. Problem analysis will commence within one
hour of reported dysfunction unless the problem occurs during off hours - then
analysis will begin first thing on the next business day. EDS will apply
resources continually during regular business hours until the problem is
resolved.
Severity 3 A severity 3 problem is one in which a function is affected but
work-arounds are available. Problem analysis will begin within one hour of
reported dysfunction unless EDS resources are consumed addressing Severity 1
or Severity 2 problems. EDS will apply resources continually during regular
business hours unless preempted by Severity 1 or Severity 2 problems.
Application Documentation
Service Owner: EDS Site Managers
EDS Project Manager(s)
EDS Application Support Manager
Service Description: EDS will procure and maintain such documentation as the
various hardware, software, and communications vendors provide related to
their respective products. In instances where EDS has modified vendor
products, EDS will create and maintain documentation related to those changes.
EDS will communicate the implementation of system changes to affected users
and supply them documentation as needed.
Service Trigger: These Services are triggered by one or more of the following
events:
o Vendor enhancements
o AAM MIS or user requested changes
o Custom changes
o EDS Production Support group changes
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Service Deliverables: EDS will supply or maintain the following resources in
support of these Services:
o Change control procedures
o AAM provided software
o Appropriately skilled people
o AAM provided Hardware
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Service Level: No new system component will be promoted to production status
unless documentation is completed and available to affected users.
Application Enhancements
Service Owner: EDS Production Support Manager
Service Description: This Service delivered when an appropriately authorized
AAM person requests a change to an application that does not arise from a
problem condition. EDS will analyze the change to be performed and will
document and propose a recommendation for implementation and will communicate
such recommendation to the appropriate AAM person(s). In instances where some
aspect of the recommended solution causes it to be outside the scope of this
SOW, EDS will prepare a Customer Service Request (CSR) for AAM consideration
and approval. Development and implementation of Application enhancements are
outside the scope of this SOW and constitute Additional Services subject to
additional charges.
Service Trigger: Customer requirements
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled people
o AAM provided necessary Hardware
o AM provided necessary Software
o Application development methodologies
o Appropriate change control procedures
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
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Service Level: AAM and EDS will agree, on a case basis, as to a reasonable
time frame for analysis and solution recommendation. If AAM desires an
implementation schedule that cannot be met using regularly available staff,
AAM may use the CSR procedure to accelerate implementation.
Application Performance Monitoring
Service Owner: EDS Production Support Manager
Service Description: EDS will create and maintain performance specifications
for all applications. Specifications will include but not necessarily be
limited to the following:
o Scheduled run times
o Expected response times
o Required report distribution
o AAM performance issue contact(s)
EDS will take all reasonable actions to assure that application performance
specifications are met and maintained. EDS will report application performance
statistics at agreed regular intervals.
Service Trigger: Application Performance Monitoring will be ongoing. EDS will
employ AAM provided computer software for the automatic recording of
application related statistics. Special additional monitoring Service
activities may be initiated as a result of user reported poor application
performance or failure.
Service Deliverables: The following resources will be supplied by EDS in
support of Application Monitoring Services:
o Automated AAM provided application performance monitoring software
o Computer operations personnel
o Required AAM provided computer and/or other hardware
o Agreed application performance standards documentation
Delivery of this Service may require overlap with other agreed Services.
Service Metrics:
Service Level
Severity 1 A severity 1 problem is one which has caused a mission critical
function to be unavailable. Problem analysis will be begin within one hour of
reported failure. EDS will apply resources around the clock until code is
fixed.
Severity 2 A severity 2 problem is one which has caused a slowdown within a
function that is mission critical. Problem analysis will commence within one
hour of reported
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dysfunction unless the problem occurs during off hours - then analysis will
begin first thing on the next business day. EDS will apply resources
continually during regular business hours until the problem is resolved.
Severity 3 A severity 3 problem is one in which a function is affected but
work-arounds are available. Problem analysis will begin within one hour of
reported dysfunction unless EDS resources are consumed addressing Severity 1
or Severity 2 problems. EDS will apply resources continually during regular
business hours unless preempted by Severity 1 or Severity 2 problems.
Availability: Monday - Friday
8 a.m. - 5 p.m.
Application Problem Analysis
Service Owner: EDS Production Support Manager
Service Description: The Application Problem Analysis Service is delivered
when performance, results, or other non-failure problem exists related to an
application program. EDS will cause analysis of the problem to be performed
and will document and propose a recommendation for correction and communicate
such recommendation to the appropriate AAM person(s). In instances where some
aspect of the recommended solution causes it to be outside the scope of this
SOW, EDS will prepare a Customer Service Request (CSR) for AAM consideration
and approval.
Service Trigger: This Service is normally triggered when an AAM associate
alerts the Customer Care Center (CCC) that they are experiencing a performance
problem or that the application has produced undesirable or unexpected
results. A Trouble Ticket from the CCC will be generated and forwarded to EDS
Production Support.
Service Deliverables: EDS will provide and/or maintain the following:
o Appropriate methodologies
o Qualified people
o AAM provided test environment
o AAM provided tools and software
Service Metrics:
Availability: Monday - Friday
6 a.m. - 6 p.m.
Service Level: See Exhibit F
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Application Security
Service Owner: EDS Production Support Manager
EDS Operations Manager
Service Description: EDS will provide a secure applications environment
consisting of but not limited to the following:
o Physical environment - EDS will monitor computer rooms and maintain
a log related to physical access activity while EDS personnel are
present. When EDS personnel are not present, physical security is the
responsibility of AAM security forces. Working with AAM, EDS will
attempt to limit physical access to computer facilities to authorized
persons only. EDS will also make recommendations with respect to
steps, if any, that should be taken by AAM to assure that computer
room facilities are:
- Reasonably protected against fire and water damage
- Reasonably protected against power failure disruptions
o Electronic environment - EDS will ensure that centrally stored
applications and data are accessible only by authorized persons.
Service Triggers: Normally this Service is initiated by one or more of the
following:
o Software alert of an attempted security violation
o Alert to the CCC that access is denied
o Observation of physical security breech attempt
Service Deliverables: EDS will supply or maintain the following resources in
support of this Service:
o AAM supplied computer and other hardware
o AAM supplied software
o Appropriately skilled people
o Documented processes
Service Metrics:
Availability: 7 days, 24 hours
Service Level: Monthly report of security incidents, otherwise see Exhibit F.
Job Restart
Service Owner: EDS Production Support Manager
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Service Description: When a server or mainframe computer application
terminates abnormally, EDS will attempt to restart the job such that all data
is recovered, and the application hardware, software, and communications
environment is restored.
Service Trigger: An abnormal server or mainframe application termination
triggers this Service. Abnormal termination may be caused by such events as
electrical power, hardware, software, and communications failures, or by
application code error.
Service Deliverables: EDS will use all reasonable means to maintain an
operating environment such that alternate compute platforms are available as
required to deliver Job Restart Services. EDS will furnish as required, EDS or
third party personnel with the skills needed to perform all Job Restart
Services.
Service Metrics
Availability: Monday - Friday
8 a.m. - 5 p.m.
On call - 24 hours
Data Management Services
Database Maintenance
Service Owner: EDS Production Support Manager
Service Description: EDS will maintain AAM corporate databases such that,
subject to the capability of installed Database Management Software (DBMS),
information is efficiently stored, accessibility is appropriately controlled,
and response times are within agreed specifications.
Service Triggers: The following are the normal triggers for database
maintenance Services:
o Vendor requirements
o Application changes
o AAM customer requirements
Service Deliverables: EDS will provide:
o Appropriately skilled people
o Application development methodologies
o Appropriate change control procedures
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EDS will maintain the following resources in support of this Service:
o Necessary Hardware
o Necessary Software
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Service Level: AAM and EDS will agree, on a case basis, as to a reasonable
time frame for analysis and implementation.
Software Update Installation
Service Owner: EDS Production Support Manager
Service Description: EDS will receive, test, and install new Non-Legacy
Application software updates in a manner such that new releases are deployed
in the production environment. EDS and AAM will agree as to a reasonable
implementation date. If AAM desires an implementation date that cannot be
achieved using available EDS account personnel, the additional resources will
be supplied by EDS via the CSR process as an Additional Service.
Service Triggers: Software Installation Services are triggered by a
combination of new software releases from vendors and desire on the part of
AAM for their deployment.
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled people
o AAM provided hardware
o AAM provided software
o Application development methodologies
o Appropriate change control procedures
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Service Level: AAM and EDS will agree, on a case basis, as to a reasonable
time frame for analysis and implementation.
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Change Management Services
Change Management
Service Owner: EDS Manager of Production Support
EDS Manager of Operations
Service Description: After change management methodologies have been satisfied
with respect to code modifications, EDS will "promote" modified application
code to production status. EDS will also maintain and communicate, as needed,
documentation reflecting the changes effected. EDS will release new software
updates in a manner such that new versions are deployed in the production
environment.
EDS will also control changes related to hardware and data communication
technology components of the AAM system such that all affected parties are
informed and changes occur without incident.
Service Triggers: Hardware, software, and communications technology change
usually occurs as a result of one or more of the following:
o Implementation of the AAM Technology Plan
o Dynamic customer requirements
o Unanticipated system problems
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled people
o Change control methodologies
o Necessary AAM provided version control software
o Inventory of approved software licenses by individual machine.
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Operations Services
Computer Operations
Service Owner: EDS Operations Manager
EDS Site Managers
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Service Description: EDS will perform required tasks related to the operation
of the AAM server and/or mainframe computing environment including:
o Operations documentation
o Job scheduling
o Console operations
o Tape operations
o Print operations
o Job monitoring
o Capacity monitoring
o Scheduled data backup
o Scheduled system backup
Service Triggers: This Service is driven by the computer schedule.
Service Deliverables: EDS will supply and/or maintain the following resources
in support of Computer Operations Services:
o Appropriately skilled personnel
o AAM provided computer hardware
o AAM provided computer software
o Operational documentation
Availability: Monday - Friday
8 a.m. - 5 p.m.
on call 24 hours - 7 days
Change Control
Service Owner: EDS Operations Manager
Service Description: EDS will schedule all changes to supported hardware,
software, and communication components. EDS will manage the implementation of
these changes such that they are accomplished in an "event free" manner. EDS
will coordinate the documentation of all changes and communicate schedules for
change on a timely basis to all affected AAM associates and / or other
persons.
Service Triggers: Normally the need for Change Control Services is derived
from one or more of the following:
o Vendor initiated software changes
o Vendor initiated changes to computer or communications hardware
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o Alteration of AAM business processes
o Government mandates
o Errors related to production hardware, software, or communications
components
o Hardware upgrades
Service Deliverables: EDS will provide and/or maintain the following in
performance of Change Control Services:
o Change Control Methodology
o Priority list of changes
o Change Control Team
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Coordination of Information Technology for Engineering
Service Owner: EDS Site Manager for AAM Technology Center
Service Description: EDS Coordination of Information Technology Engineering
Services includes the following activities:
o Creation and maintenance of standards for engineering system
functionality and operation
o Coordination and communication of hardware and software vendor
capabilities and activities
o Coordination and communication related to the information technology
needs of AAM customers
o Coordination of information technology problem resolution
o User education
o Procurement of AAM requested and AAM approved engineering
technologies.
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o AAM customer requests
o Requests by hardware and/or software vendors
o User problems
Service Deliverables: EDS will provide and/or maintain the following resources
in support of these Services:
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o Software applications
o Engineering information technology hardware
o Engineering information technology communication networks
o Appropriately skilled personnel
o Appropriate educational curricula, materials, and delivery resources
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Data Communications Network Environment Maintenance
Service Owner: EDS Operations Manager
Service Description: EDS will perform or coordinate the performance of all
duties related to the procurement and/or maintenance of a data communications
network capable of delivering error-free information from point-to point as
the business needs of AAM require see Exhibit E
Service Triggers: This Service is normally initiated by one or more of the
following events:
o Incoming or outgoing data generated by:
- Computers
- Factory floor devices
- Databases
- Application programs
o User requests
o Communications technology changes
o Changes in business requirements
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Appropriate documentation
o Carrier and/or vendor relationships
AAM provided diagnostic hardware and software
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
7 Days 24 Hours (Emergency)
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Desktop Environment Maintenance
Service Owner: EDS Operations Manager
EDS Site Managers
Service Description: EDS will deploy new versions of personal computer
operating system, and applications software as authorized by AAM. EDS will
also install, relocate, and upgrade desktop hardware as requested by AAM. This
to be accomplished in a manner such that usage is not interrupted for the AAM
user.
Deployment schedules will be agreed between the parties. In the event EDS
cannot meet the requested schedules using agreed EDS staffing, AAM may
accelerate deployment by means of the CSR process as an Additional Service.
Service Triggers: This Service is normally triggered by one or more of the
following events:
o New AAM approved client software
o New AAM approved client hardware
o AAM user request
o Hardware and/or software vendor mandated changes
o New versions of software
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately Skilled personnel
o Appropriate hardware and/or software tools
o Work order procedures
o Project plans as required
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Service Metrics:
Availability: Monday - Friday
8:00 a.m. - 5 p.m. Detroit
7:30 a.m.- 4:00 Three Rivers
7:00 a.m. - 4 p.m. (Western New York)
On call 24 hours - 7 days
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--------------------------------------- --------------- ----------------- ---------------- -----------------
Hardware/Software Maintenance Business Hours Business Hours Non Business Non Business
Hours Hours
--------------------------------------- --------------- ----------------- ---------------- -----------------
Service Type Response Repair Response Repair
--------------------------------------- --------------- ----------------- ---------------- -----------------
Server Service
--------------------------------------- --------------- ----------------- ---------------- -----------------
* Urgent 15 Minutes 1 Hour 1 Hour 4 Hour
diagnostic Diagnostic
--------------------------------------- --------------- ----------------- ---------------- -----------------
--------------------------------------- --------------- ----------------- ---------------- -----------------
** Non-Urgent 1 Hour 4 Hour Next Business Next Business
Diagnostic day day
--------------------------------------- --------------- ----------------- ---------------- -----------------
Workstation Service
--------------------------------------- --------------- ----------------- ---------------- -----------------
* Urgent 30 Minutes 2 Hour On-Site Next Business Next Business
Diagnostic day day
--------------------------------------- --------------- ----------------- ---------------- -----------------
--------------------------------------- --------------- ----------------- ---------------- -----------------
** Non-Urgent 4 Hours 8 Business Next Business Next Business
Hours to Repair day day or as
or as dictated dictated by
by supplier supplier
limitations limitations
--------------------------------------- --------------- ----------------- ---------------- -----------------
--------------------------------------- --------------- ----------------- ---------------- -----------------
* Urgent Service for LAN server is defined as that required as a result of a
hardware/software failure that affects multiple users, and/or impacts a
critical AAM production or business process. Urgent Service requests in excess
of ten in any month for single personal computers will be charged at EDS'
standard commercial rates for such Services.
** Non-Urgent is defined as that required as a result of problems /failures
that do not effect AAM critical production or business processes and are
typically related to a single or small number of personal computers.
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------------------------------------------------- ---------------------------- -----------------------------
Installs/Moves/Upgrades
------------------------------------------------- ---------------------------- -----------------------------
Response Service Response Time Time Completion
------------------------------------------------- ---------------------------- -----------------------------
Desktop Install 1 - 4 Units 8 Hours 3 Business Days
------------------------------------------------- ---------------------------- -----------------------------
5 - 10 Units 8 Hours 8 Business Days
------------------------------------------------- ---------------------------- -----------------------------
11 - + Units 8 Hours Scheduled as Project
------------------------------------------------- ---------------------------- -----------------------------
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Disaster Recovery Procedures
Service Owner: EDS Production Support Manager
Service Description: EDS will maintain disaster recovery procedures that will
describe the process intended to assure timely recovery from an information
technology disaster event. Actual implementation of disaster recovery Services
are outside the scope of this SOW, but will be provided as an Additional
Service for an additional charge. Disaster Recovery Procedures will identify
the following:
o Steps to be taken in the event of a disaster
o AAM or other individuals to be involved in recovery
o Other resources required for recovery
- Disaster Recovery Plan
- Hardware
- Software
- Applications
- Data
- Facilities
o Maintenance of procedures related to the above
Service Triggers: Development and revision of Disaster Recovery Procedures are
usually triggered by one or more of the following:
o Information technology disaster
o Regular planned maintenance intervals
o Changes in the AAM production system portfolio
o Changes in AAM business needs
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o A disaster recovery plan
o Periodic disaster plan test and validation
o Offsite storage of software, applications, and data required for
recovery
o Vendor commitments for AAM provided hardware, software, and
communication resource replacement
o Appropriately skilled personnel
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Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
on call 24 hours - 7 days
Beginning September 1, 1998
Service Level: The Disaster Recovery Plan will be reviewed and updated as
required or not less than annually.
Note: EDS will provide pricing options to AAM on September 1, 1998 for a full
Disaster Recovery Services.
Enforce Security
Service Owner: EDS Operations Manager
Service Description: EDS will implement and enforce the security policies of
AAM and EDS. This Service includes, working with AAM security forces, the
physical securing of the various EDS controlled computer rooms throughout AAM
as well as the electronically stored AAM software, applications, and data. EDS
will perform ongoing oversight of both physical and electronically stored
information technology assets. EDS will report physical security violations
immediately to designated AAM security and/or AAM MIS security management
personnel. EDS will generate reports at intervals indicating agreed levels of
access history. This Service to be performed in a manner such that AAM
information technology assets are protected from unauthorized access,
destruction, contamination, or modification.
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o Adds, deletes, or changes to AAM authorized physical or electronic
access requirements
o Changes mandated by technology
o AAM customer security requirements
o Government, insurance underwriter, or third party mandate
Service Deliverables: EDS will supply and/or maintain the following resources
in the delivery of this Service:
o AAM provided, physically secured computer rooms
o AAM provided electronic access security software
o Physical and electronic security procedures
o AAM provided software to prevent contamination by computer viruses
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o Forms - electronic or otherwise to facilitate the above
Service Metrics:
Availability: Seven days per week, 24 hours per day or same as computer
operations scheduled up-time.
Service Level: Security reports will be generated for AAM management on a
monthly basis or as reasonably required by AAM.
First Level Customer Support
Service Owner: EDS Operations Manager
Service Description: EDS will maintain a Customer Care Center (CCC) which will
provide the following:
o A single point of contact for problems related to hardware, software,
applications, and/or communications
o Problem recording and tracking
o Problem escalation
o Problem solution coordination
o Problem resolution
o Customer information
o Communication of hardware, software, Application, and communication
information to AAM system users
o AAM and EDS will agree to a standard set of management reports.
Service Triggers: Normally First Level Customer Support Services are initiated
by one or both of the following:
o Customer problems related to hardware, software, applications, or
communications.
o Customer questions related to hardware, software, applications, or
communications.
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Personnel appropriately skilled in:
- Computer hardware technology
- AAM and EDS approved computer software
- AAM production applications
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- Communications technologies
o AAM provided software necessary for problem analysis, tracking, and
mutually agreed scheduled reporting
o Operational documentation
Service Metrics:
Please see Exhibit F.
Information Technology Asset Tracking
Service Owner: EDS Operations Manager
Service Description: EDS will create and maintain an accurate inventory of AAM
information technology assets that are supported by EDS. At agreed intervals
EDS will produce reports containing a complete listing of all information
technology asset inventories. Such reporting will be in a format agreeable to
AAM management and containing sufficient detail for efficient inventory
management.
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o Full asset inventory
o Additions to inventory
o Deletions from inventory
o Changes to asset items
o Customer requirement changes
o Customer requested moves performed by EDS
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Inventory methodologies
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Information Technology Directional Consulting
Service Owner: EDS Account Manager
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Service Description: EDS will from time to time advise AAM on potential
impacts and/or benefits of changing information technologies. Such Services
will include technical presentations, answers to technical direction
questions, technology white papers, and technology directional
recommendations.
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o AAM questions
o AAM requests
o Technology changes
o The AAM RFP process
Service Deliverables: EDS will provide the following resources in support of
this Service:
o Appropriately skilled personnel
o Internal EDS support groups
o EDS initiated white papers
o EDS technology improvement proposals
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Information Technology Management
Service Owner: EDS Account Manager
Service Description: EDS will manage the processes involved with the delivery
of information technology Services to AAM. This will be accomplished such that
these Services are delivered in a consistent, reliable manner that reasonably
conforms to the requirements of this SOW. Delivery Services include:
Procurement and maintenance of appropriately qualified personnel
o Implementation of Service metrics reflecting AAM expectations
o Monitoring of Service metrics
o Provision of, and adherence to appropriate methodologies
o Communication of information technology Services status to AAM
management
- Performance to agreed metrics
- Status of information technology projects
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o Recommendations and advice relative to information technology issues
and opportunities.
Service Triggers: Any and all of the Services referenced in this SOW are
subject to the delivery Services described above.
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Appropriate information technology management methodologies
o Information technology delivery metrics
Service Metrics:
Availability: Monday - Friday
8 p.m. - 5 p.m.
Information Technology Planning
Service Owner: EDS Account Manager
Service Description: EDS will assist AAM, as reasonably requested, in the
creation and maintenance of the AAM Information Technologies Strategic Plan.
Areas of EDS assistance may include the following:
o Assessment of the AAM "as is" situation
o Conception of a "to be" situation that is supportive of the AAM
Business Plan
o Performance of a "gap analysis" identifying capability shortfalls
o Identification of steps required to bridge between "as is" and "to
be" situations
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o AAM request for EDS assistance
o Changes in available or foreseen information technologies
o Changes in the AAM Business Plan
Service Deliverables: EDS will provide or maintain the following resources in
support of this Service.
o Appropriately skilled personnel
o Formal AAM Information Technology Plan
o Information technology planning methodologies
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Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Information Technologies Status Reporting
Service Owner: EDS Account Manager
Service Description: EDS will provide reports to AAM management on an agreed
periodic, or other mutually agreed basis, related to the status of information
technology Services. Information to be included in this reporting may include
but may not necessarily be limited to the following:
o Performance of EDS with respect to mutually agreed metrics
o Status of any and all projects in progress
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o Agreed reporting intervals
o Special AAM management request
o Special EDS request
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Service Level: Information Technology Status reports will be produced on a
mutually agreed basis.
Information Technology Supplier Management
Service Owner: EDS Operations Support Manager
Service Description: EDS will, as agent for AAM, interface between AAM and all
information technology suppliers who provide Services which are part of, or
related to, the EDS Services. EDS will maintain and report to AAM the status
of operating system, application, and database software including version,
revision, maintenance, and expiration dates. As indicated by status, EDS will
prepare information required for AAM Purchase Orders. EDS will place orders,
track, expedite, receive, and recommend payment as appropriate for hardware,
software, and communications products and Services.
Service Triggers: This Service will normally be initiated as a result of one
or more of the following events:
o Requests for purchase
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o Requests for Service
o Requests for quote
o Requests for change
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Asset tracking methodologies
o Asset management software
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Markup and Rebill
Service Owner: EDS Financial Analysis
Service Description: AAM may find it convenient from time to time to have EDS
coordinate the provision of Services from third parties. EDS and AAM will
agree on a Service fee to be added by EDS to third party charges. In instances
where such Services are billed directly to EDS, EDS will add the agreed
Service fee to such direct billings before passing then to AAM via the
appropriate EDS monthly invoice. Examples of such Services are as follows:
o Hardware
o Time sharing Services
o Software or software licenses
o Hardware or software maintenance costs
Service Triggers: This Service is normally initiated by one or both of the
following events:
o Monthly EDS invoice
o Special customer requests
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Billing Methodologies
o Billing documentation
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Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Model Office
Service Owner: EDS Production Support Manager
Service Description: EDS will maintain a model office environment for the
thorough testing of application software releases or changes as indicated by
Exhibits G and J, and hardware changes before they are released for
production.
Service Triggers: This Service may be initiated through one or more of the
following events:
o CSRs
o New hardware
o New software
o Software upgrades
o Change in AAM requirements
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriate test facilities including AAM provided hardware,
software, and communications
o Test data as required
o Testing methodologies
o Appropriate change control procedures
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Monitor CSRs
Service Owner: EDS Business Analysis
Service Description: EDS will monitor active CSRs such that the following is
accomplished:
o All CSRs are billed properly
o All CSRs are closed according to terms
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o No CSR continues to be billed to AAM after it is closed according to
terms.
o EDS will report CSR status on an agreed periodic basis.
Service Triggers: This Service is initiated as a result of one or both of the
following events:
o Regular CSR reporting interval
o Special request by AAM
Service Deliverables: EDS will provide or maintain the following resources in
support of this Service:
o Appropriately skilled personnel
o A CSR process
o CSR documentation
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Monitor Job Execution
Service Owner: EDS Production Support Manager
Service Description: EDS will monitor the execution of both real-time and
batch computer jobs to assure that all run as expected. EDS will identify jobs
that abnormally terminate, provide recovery Services, determine the cause of
failure, and provide Application Code Correction Services as required. If job
completion is dependent on resolution of items in the Oracle Pending
Transaction Table, it will be the responsibility of AAM to effect such
resolution.
Service Triggers: This Service will normally be initiated as a result of one
or both of the following events:
o Production jobs scheduled for execution
o Predecessor steps, if any, successfully executed
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Stable computing environment
o On-call technical support
o Computer environment monitoring software and hardware
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Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Plant Floor Support
Service Owner: EDS Manager Plant Floor Support
Service Description: EDS will provide analysis of plant floor related
opportunities and problems. EDS will make recommendations for improvement of
plant floor processes. Recommendations will include detailed description of
proposed changes, estimates of expected benefits, and the price for related
EDS Services.
Service Triggers: Plant Floor Support Services are normally initiated as a
result of one or more of the following:
o AAM plant floor associate request
o EDS observation of performance improvement opportunities
o The AAM Information Technology Plan
Service Deliverables: EDS will provide and / or maintain the following in
performance of Plant Floor Support Services:
o Appropriately skilled personnel
o Studies as reasonably requested
o Proposals for improvement
o CSR's related to agreed initiatives
o Information technology white papers
o All resources related to agreed CSRs
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
On call 24 hours - 7 days with one hour response for any
off-shift production emergency.
Production Job Backup and Recovery
Service Owner: EDS Production Support Manager
Service Description: EDS will provide backup of data residing on mainframe,
mini-computer, or server based production systems. This will be accomplished
such that restart and/or recovery may be accomplished subsequent to job
failure.
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Backup and recovery job scenarios comprehended by this Service are those
attributable to reasonably expected system component failures. Recovery from
failures of a catastrophic nature are not addressed under this Service.
Service Triggers: The provision of Production Job Backup and Recovery Services
is normally initiated by one or more of the following:
o Production job execution
o New production job implementation
o Changes to production jobs
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Production job documentation
o AAM provided hardware
o AAM provided software
Service Metrics:
Availability: Monday - Friday
12 a.m. - 5 p.m.
Production Job Scheduling
Service Owner: EDS Production Support Manager
EDS Operations Manager
Service Description: EDS will schedule the execution of production batch jobs
such that they execute in the proper sequence, receive the proper AAM provided
input, terminate properly, create accurate outputs, and initiate the expected
successor computer events.
Service Triggers: The provision of Production Job scheduling Services is
normally initiated by one or both of the following:
o Computer batch job run schedules
o Availability of required input data
Service Deliverables: EDS will provide and/or maintain the following resources
in the provision of this Service:
o Required technical infrastructure
o Appropriately skilled personnel
o Computer run schedules
o Detailed Production Job Scheduling performance reports
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Service Metrics:
Availability: 7 days - 24 hours
Proposal Development
Service Owner: EDS Account Manager
Service Description: EDS will assist AAM in achieving its business objectives
by proposing, from time to time, new applications for information
technologies. The format of EDS proposals will be as follows:
o Description of the current state
o Description of the future state
o Proposed timeline for accomplishing change
o Expected benefits to AAM
o EDS pricing
Service Triggers: This Service may be initiated by one or more of the
following events:
o A RFP from AAM MIS management
o Request from AAM users or management
o An opportunity identified by EDS
o Change in government regulations
Service Deliverables: EDS will provide and/or maintain the following resources
in support of this Service:
o Appropriately skilled personnel
o Appropriate software
o Proposal methodologies
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
Special Requests
Service Owner: EDS Account Manager
Service Description: From time to time AAM will experience the need for
special one-time Services that are different from the Services described
elsewhere in this document. EDS will estimate the time required to satisfy the
special request using regular site or support staff. If AAM is satisfied with
the estimated time of delivery, then EDS will
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accommodate the special request within the scope of this document. If AAM is
not satisfied with the estimated delivery time, AAM may provide for improved
delivery by requesting that the work be performed using a CSR as an Additional
Service for an additional charge.
Service Triggers: This Service is initiated by AAM making request for EDS
Services that are outside the scope of this document.
Service Deliverables: EDS will provide this Service using regular account
personnel, hardware, software, applications, communications, and facilities.
Service Metrics:
Availability: Monday - Friday
8 a.m. - 5 p.m.
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Account Organization
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[Account Organization Chart]
[Organization Chart Omitted]
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Job Descriptions
EDS Account Team Members' job descriptions are generally as follows. Actual
work performed will ordinarily fall within these categories, however, actual
tasks performed may vary depending on location or customer need.
Account Executive
The EDS Account Executive is an experienced leader in account management and
has overall responsibility for delivering the Services defined in this SOW.
Additional responsibilities include maintaining the relationship between AAM
and EDS, overall issue resolution, and resource allocation.
Administrative
o Perform administrative support functions relating to personnel,
financial, and special projects
o Plan and coordinate meetings, conference, and employee functions
o Operate required office machinery i.e. personal computers, 10-key,
fax, and typewriter
Asset Analyst
o Orders hardware and software when authorized by customer purchase
order
o Tracks orders in process
o Receives ordered hardware and software
o Identifies and tags hardware for inventory tracking purposes
o Coordinates deployment of hardware and software in concert with CCC
o Creates and tracks invoices for new hardware and software
o Assists in the evaluation of proposed hardware and software
o Updates inventory tracking database
Business Analyst
o Applies industry knowledge to determine accuracy and reasonableness of
data
o Assists in implementing enterprise solutions to meet business needs
o Uses knowledge of information technology and the customer's industry to
support members of the engagement team
o Provides design and analysis support for enterprise-wide engagements
o Provides guidance to team members
o Provides experience to assess and recommend design alternatives
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o Reviews integration aspects of business processes and system design
o Coordinates and participates in testing of software
o Performs business process configuration activities
o Typically up to two years experience
Business Analyst - Advanced
o Provides product specific knowledge in the design and analysis support of
enterprise-wide engagements
o Applies specific industry knowledge to the clients' industry and
information technology to meet business objectives
o Assists in planning the engagement, establishing requirements, and
delivering results
o Provides training in specific areas with the enterprise products
o Knowledge of at least one functional business area
o Facilitates sessions during software confirmation
o Provides guidance to team members to tie user requirements to customer
direction and goals
o Assists customer focus group leaders with completing implementation
activities
o Provides broad experience to assess and recommend design alternatives
o Ability to review and recommend integration aspects of business processes
and systems design
o Ability to perform business process configuration activities
o Ability to define testing metrics/measurements
o Typically two to six years experience
Business Analyst - Senior
o Leads a functional area of an engagement and plays a major role in
developing recommendations for customer
o Applies disciplined methodologies to collect and analyze data
o Leads a module or an implementation to meet business needs
o Applies extensive knowledge of the customer's industry and information
technology to meet customer objectives
o Coordinates planning and definition in the design and analysis support
of enterprise-wide engagements
o Provides training in multiple areas within the enterprise products
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o Expert knowledge of at least one functional area or extensive knowledge of
multiple business areas
o Manages issue resolution
o Manages project plan to ensure solution of business issues
o Provides direct input for technical project direction
o Typically six to ten years experience
Computer Operator
o Strong customer and problem solving skills
o General network, hardware and software application knowledge
o Computer peripherals operation and support experience
o Typically minimum one year related experience
Corporate Account Manager
The Corporate Account Manager supports information technologies, AAM business
systems, and EDS internal systems common across AAM. Examples of supported
corporate systems include ERP, HR/Payroll, and AAMTS. This person, working
with corporate AAM vice presidents, supports the strategic initiative of IT
planning (enterprise and MES level).
Database Administrator
o Creates and supports database utility procedures
o Analyzes performance indicators and recommends changes to the application
process or physical database structure to meet performance metrics
o Recommends database reorganizations and updates database parameters
o Executes utility procedures to recover application databases
o Maintains control programs for database access
o Develops database standards and procedures
o Prepares and implements logical and physical database designs
o Monitors database performance statistics and recommends improvements
Data Modeler
o Interact with customers to gather and discuss business function and
system requirements information
o Analyze customer business functions to identify events, processes,
relationships, capabilities, and needs
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o Develop and prepare data, event, and process modeling diagrams using
automated tools
Engineering Systems Engineer
o Provides engineering application programming systems development and
support for systems of medium complexity
o Develops and evaluates alternative engineering systems solutions to meet
customer requirements
o Utilizes a systems methodology when developing or supporting systems
development
o Modifies program logic involving multiple engineering systems and
subsystems
o Is proficient in two programming languages
o Understands the customer's business an assigned area of responsibility
o Shares knowledge of current technology and methods with the team and
customer
o Typically a minimum of two years experience
Engineering Systems Engineer - Advanced
o Advises and mentors customers and team members on technical issues
o In-depth engineering or manufacturing environment knowledge
o Proficient in two or more programming languages
o Provides engineering application programming/systems development and
support for complex systems
o Conducts post-implementation reviews
o Develops work breakdown structure for large engineering systems development
efforts
o Possesses knowledge of customer's industry
o Recommends, test, and evaluates new engineering tools and hardware
o Typically four to eight years experience
Enterprise Solutions Specialist Level 1 Application Customizer
o Provides design and analysis support on enterprise-wide engagements
o Applies industry knowledge to determine accuracy and reasonableness of
data
o Assists in implementing enterprise solutions to meet business needs
o Uses knowledge of information technology and the customer's industry to
support members of the engagement team
o Develop interfaces required to support implementation approach
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o Create customized modifications
o Assists in loading/testing of system interfaces/conversions
o Possesses business understanding of the applications
o Utilizes the vendor tools with the packages
o Typically a minimum of two years related experience
Enterprise Solutions Specialist Level 2 Application Customizer
o Provides product specific knowledge in the design and analysis support
of enterprise-wide engagements
o Applies specific industry knowledge to the client's industry and
information technology to meet objectives
o Assist in planning engagement, establishing requirements and delivering
results
o Provide training in specific areas within the enterprise products
o Knowledge of at least one functional business area
o Define business requirements and develop interfaces required to support
implementation approach
o Create advanced customized modifications
o Assists in planning and loading/testing of system interfaces/conversions
o Possesses broad business understanding of the applications
o Utilizes the vendor tools with the packages
o Typically two to six years experience
Enterprise Solutions Specialist Level 3 Application Customizer
o Leads a functional area of an engagement and plays a major role in
developing recommendations for the customer
o Applies disciplined methodologies to collect and analyze data Leads a
module of the application implementation to meet business needs
o Applies extensive knowledge of the customers industry and information
technology to meet customer objectives
o Coordinates planning and definition in the design and analysis support
of enterprise-wide engagements
o Provides training in multiple areas within the enterprise application
products
o Expert knowledge of at least one programming language and extensive
knowledge of multiple programming languages
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o Expert knowledge of at least one major vendor product and extensive
knowledge of multiple major vendor products
o Manages issues resolution
o Manages project plan to assure solution of business and technical issues
o Provides direct input for technical project direction
o Typically six to ten years experience
Infrastructure Analyst
o Familiarity with Windows NT, Windows 95, Microsoft Office, and Microsoft
Excel
o Knowledge of network architecture
o Strong customer skills
o Strong knowledge of PC hardware
o Strong problem solving skills
o Good verbal and written communications skills
o Typically one to three years experience
Operations Manager
The EDS Operations Manager is responsible for the day to day operation of the
AAM computer infrastructure. Execution of this responsibility includes the
following tasks: management of infrastructure technology change; network and
desktop maintenance; system backup and recovery; performance monitoring;
security; and IT asset management.
Project Manager
o Manage and implement interrelated programs/projects from initiation to
final operational stage
o Lead empowered, matrixed, virtual teams of EDS, customer, and vendor
personnel
o Develop, administer, and control the budget and P & L for the
program/project
o Evaluate performance
o Work flexible hours
o Evaluate the performance of subordinates
o Administer subordinate's compensation
o Hire/terminate employees
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Site Manager
EDS Site Managers provide an interface to the AAM Plant Managers and Area
Managers at all AAM plant sites. The EDS Site Manager will, working with AAM
management at each plant location, respond to AAM RFPs and propose IT
solutions. In addition, they supervise EDS account team members at each
location under their administration.
Systems Administrator
o Plan and implement routine changes for operating environment
o Implement change control procedures
o Demonstrated capability to manage application security environment
o Ensure system/application environment is operating according to design
specifications
o Training or field experience with Windows NT, HP Unix, large-scale
networks, TCP/IP addressing, DHCP, MS Exchange, MS SQL, and MS SMS
software
o MS or Unix certification or equivalent field experience
o Typically two to five years experience
Systems Administrator Associate
o Analyze problems and develop solutions
o Communicate effectively with individuals or in a group
o Develop computer programs
o Multi-task
o Document complex topics and/or express processes
o Complete requisite technical training
Systems Administrator - Senior
o Participate in strategic IT planning
o Extensive network, hardware, and software application knowledge
o Lead the planning, design, and implementation of complex changes to a
heterogeneous operating environment
o Help define enterprise policies and standards across enterprise
architecture
o Research and evaluate new products to architect and recommend enterprise
improvements
o Expert knowledge of at least one technical area or extensive knowledge of
multiple technical areas
o Typically five to ten years experience
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Systems Engineer
o Provides application programming systems development and support for
systems of medium complexity
o Develops and evaluates alternative system solutions to meet customer
requirements
o Utilizes a system methodology when developing or supporting systems
development
o Modifies program logic involving multiple systems and subsystems
o Proficient in two programming languages
o Understands the customer's business in assigned area of responsibility
o Shares knowledge of current technology and methods with team and customer
o Typically minimum two years experience
Systems Engineer - Advanced
o Advises and mentors customers and team members on technical issues
o Proficient in two or more programming languages
o Provides application programming/systems development and support for
complex systems
o Conducts post-implementation reviews
o Develops work breakdown structure for large systems development efforts
Systems Engineer - Senior
o Develops principles and concepts and innovative solutions for the
customer enterprise
o Team with customer to assess concerns/requirements and develop specific
strategies
o Employs consistent measurement techniques
o Informs customer about emerging technologies and the business
implications of these to projects and the overall customer business
o Handles diverse and complex assignments concurrently
o Typically a minimum of eight years experience
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AAM Responsibilities
During the term of the Agreement AAM will perform the following obligations in
addition to, or in further explanation of, the obligations set forth in the
Service Agreement.
System Operations
o Promptly provide all information, approvals, and acceptances reasonably
requested so that EDS can properly deliver Services.
o Provide Systems execution parameters required to enable EDS to properly
operate Systems and process data.
o With respect to any direct data entry that AAM is responsible to perform,
adhere to agreed-upon data input schedules.
o Maintain AAM controlled on-line tables as necessary to use Existing
Systems properly.
o Except as otherwise agreed, perform report decollation and distribution
Services.
o Provide interoffice mail and distribution Services or reimburse EDS for
same between EDS facilities and AAM locations for EDS generated reports.
AAM will pay US Postal Service and express mail charges for AAM materials
sent by EDS.
o Observe System Maintenance and downtime schedules set for the production
systems.
o AAM will provide all supplies required by EDS in support of Services
described in this SOW at no cost to EDS.
Systems and Security
Designate an owner for each system identified in the Schedule of Applications
Supported. The AAM systems owner will authorize EDS access to all related
programs and data, and approve system changes.
Designate within 30 days of the Effective Date of the Service Agreement, for
each AAM location and staff organization within AAM, a limited number of
associates to submit and authorize CSR forms.
Be responsible for establishing and communicating to EDS the criteria for
allowing EDS personnel to have access to sensitive AAM data contained in
databases maintained by EDS. AAM shall periodically review and update such
procedures and criteria and so inform EDS. Any such procedures or criteria
shall allow EDS such access as is necessary for EDS to perform its obligations
hereunder.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 47
AAM will take all steps reasonably requested by EDS to assure that computer
room facilities are adequately air-conditioned and properly protected against:
o Fire and water perils
o Power disruptions
o Unauthorized entry
Provide EDS reasonable notification of pending AAM, government, and other
mandates that affect EDS performance of the Services described in this
document.
Submit written requirement specifications that are accurate, clearly defined,
and complete for Systems Analysis, Systems Development, Systems Enhancements,
and other systems engineering Services that AAM desires EDS to perform.
Involve EDS as early as possible, starting with the initial Project Planning,
to assist in these procedures.
Hardware Related
o Inform EDS of any System or Hardware defect or malfunction immediately
following detection.
o Provide appropriate cabling or other site preparation tasks required by
EDS for the proper installation of hardware that is to be installed or
qualified by EDS.
o Replace, at no cost to EDS, any EDS owned hardware or software stolen or
damaged while in the possession of AAM associates.
Relationship
o Work with EDS to establish consistency of Service delivery across all
AAM locations.
o In 90 days form a joint team to clearly delineate roles and
responsibilities in day to day relationships.
o Work with EDS to identify opportunities for EDS to assist AAM in the
achievement of AAM business goals.
o EDS will use commercially reasonably efforts to keep AAM fully informed
about the Services provided under this Agreement.
o AAM and EDS will use commercially reasonably efforts to make timely
management decisions and communicate information pertaining to the
support of AAM's business.
o EDS will review with the AAM Representative the planned training
activities pertaining to the AAM business.
o EDS will review with the AAM Representative the planned movement of EDS
personnel in and out of the AAM account organization in advance of such
movement.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 48
Exhibit A: Schedule Of Non-Legacy Applications to be Supported
[Enlarge/Download Table]
Name of Application Rochester Buffalo Tonawanda Detroit Detroit Forge Three Rivers
Hills Gear/
Corp.
------------------------ -------------- -------------- --------------- ------------ -------------- --------------
AAMTS x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
AGVS x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
APS x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
CAD x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Crystal Reporting x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
ERP Financial x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
ERP Manufacturing x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
LDS x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Manifest Build System x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
MIS STAFF x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
MQC x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
PIM x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Slug Welder x
Verification System
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
TELISIS Marking SYSTEM x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Trace x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 49
Exhibit B: Schedule Of Legacy Applications to be Supported
[Enlarge/Download Table]
Name of Application Rochester Buffalo Tonawanda Detroit Detroit Forge Three Rivers
Hills Gear/
Corp.
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
CPS x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Det. Stackers
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Fire & Watch x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
Mainsaver x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
OLIMPIC x x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
PSIC x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
PU x x x x x
------------------------- -------------- -------------- --------------- ------------ -------------- --------------
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 50
Exhibit C: Schedule of Hardware Supported
COMPAQ COMPUTERS:
o Deskpro 4/33I
o Deskpro 4/66i
o DeskPro XE 4/66
o Deskpro 575
o Deskpro XE 560
o Deskpro XL560
o Deskpro 2000
o Deskpro 590
o LTE Lite 4/25e
o LTE Lite 4/33c
o LTE Lite 4/40
o LTE Lite 4/75
o LTE Elite 4/40CX
o LTE Elite 4/75CX
o LTE Elite 5100
o LTE Elite 5133
o Prolinea 4/33
o Prolinea 4/50
o Prolinea 466
o Prolinea 575
o Prolinea 590
o Prolinea 5100
o Prolinea 5120
Other Computer Hardware Supported
IBM COMPUTERS:
o PS/2 Mod 77
o PS/2 Model 30
o PS/2 Model 50z
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 51
o PS/2 Model 55
o PS/2 Model 56
o PS/2 Model 60
o PS/2 Model 70
o PS/2 Model 80
o PS/2 Model 95
o IBM 300 PL
o IBM 300 XL
o Value Point 4/33
o Think Pad 770
TOSHIBA COMPUTERS:
o Toshiba T4700CS
Basic Supported Printers
HEWLETT PACKARD
o HP LaserJet 4/4m
o HP LaserJet 4L
o HP LaserJet 4 Plus
o HP LaserJet 4P, 5M, 5L, 5M Color, 6M
o HP LaserJet 5 Si
o HP LaserJet Color 5
o HP DeskJet 1200c
o HP DeskJet 500, 600, 800, 900, 1600
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 52
Exhibit D: EDS Installed Infrastructure Software Supported
Desktop Operating Systems
WFW 3.11
Windows NT Workstations 4.0
Desktop Applications
MS Office Standard & Professional
Excel
MS Mail 3.5
MS Outlook 97
Norton Anti Virus for WFW
Norton Anti Virus for NT Workstations
IRMA for the Mainframe v3.x
Visio
Network Operating Systems
MS Windows NT Server 3.51 & 4.0
Exchange server
SNA Server
SMS Server
HP UNIX 9.x & 10.x
Oracle
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 53
Exhibit E: Data Lines Supported
EDS LINK LINES
EDS Link Lines Southfield
Primary: 512k
EDS Link Lines Troy
Primary: T1
EDS Link Lines EDS Auburn Hills IPC
Primary: T1
EDS Link Lines Buffalo
Primary: T1
Secondary: T1
EDS Link Lines Detroit
Primary: T1
Secondary: T1
EDS Link Lines Rochester Hills
Primary: T1
Secondary: T1
EDS Link Lines Three Rivers
Primary: T1
Secondary: T1
EDS Link Lines Tonawanda
Primary: T1
Secondary: T1
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 54
Legacy Data Circuits
Detroit
FDDA477657 19.2kb
FDEC839265 19.2kb
FDDA645035 19.2kb
L171095 19.2kb
Three Rivers
WZ398044 56kb
Western New York
WZ397901 19.2kb
40LGGS282851 19.2kb
WZ508975 56kb
WZ455386 19.2kb
Rochester Hills
WZ.523533..wtl 56kb
40.xegl.005578.001.NY 19.2kb
DSO.215084..USP 512kb
.XCGS.300001..MB 19.2kb
Tonawanda
WZ397946 9.6kb
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 55
Exhibit F: Customer Care Service Metrics
------------------------------------------------------ ------------------------
Customer Care Center
------------------------------------------------------ ------------------------
Hours of Service 6 a.m. - 6 p.m. Monday - Friday
------------------------------------------------------ ------------------------
Measurement Metrics
------------------------------------------------------ ------------------------
Average Answer Time Less than four rings
------------------------------------------------------ ------------------------
Total Calls Placed On Hold Less than 10%
------------------------------------------------------ ------------------------
Maximum Time Placed On Hold 95% less than 2 minutes
------------------------------------------------------ ------------------------
Abandoned Calls Less than 2 %
------------------------------------------------------ ------------------------
Averaged Resolved at Level 1 (CCC) Greater than 75 %
------------------------------------------------------ ------------------------
Average Resolved At Level 2 (Support Personnel) Greater than 15 %
------------------------------------------------------ ------------------------
Average Resolved At Level 3 (Support Personnel
and Suppliers) 5 % to 10 %
------------------------------------------------------ ------------------------
Percent Unresolved (Older Than 5 Days) Less Than 3 %
------------------------------------------------------ ------------------------
Add New Network or Modem Accounts Less than 8 hours after
approval
------------------------------------------------------ ------------------------
Level 1 Resolution Times:
------------------------------------------------------ ------------------------
Less Than 1 Hour 97 %
------------------------------------------------------ ------------------------
Less Than 4 Hours 99 %
------------------------------------------------------ ------------------------
Level 2 Resolution Times
------------------------------------------------------ ------------------------
Less Than 8 Business Hours 98%
------------------------------------------------------ ------------------------
Level 3 Resolution Times
------------------------------------------------------ ------------------------
Less Than 4 Hours 50 %
------------------------------------------------------ ------------------------
Less Than 8 Hours 75 %
------------------------------------------------------ ------------------------
Less Than 2 Days 98 %
------------------------------------------------------ ------------------------
Non Business Hours Response 15 minutes
------------------------------------------------------ ------------------------
Business hours password resets 30 minutes
------------------------------------------------------ ------------------------
* Note: Times are from calls received
------------------------------------------------------ ------------------------
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 56
Exhibit G: Description of Non-Legacy Applications
American Axle & Manufacturing Payroll System (AAMPS) - This system is a
software product of InPower, Inc. that has been heavily modified for AAM's
use. It provides for support of AAM's human resources processing and includes
both hourly and salary payroll processing capability including compensation,
and interfaces to 7 specific third party administrators (TPAs) that track and
administer AAM benefits.
HR Pay uses the ORACLE DBMS on a UNIX server.
Action Planning System - (APS) This system is a project management tool used
for local Three Rivers plant projects. It uses the AAM Four Square project
tracking methodology to track projects through the Investigate, cancel, Go,
Complete status. APS automates the manual spreadsheets formerly used for these
activities.
American Axle & Manufacturing Time Keeping System (AAMTS) - This system and
associated reporting sub-systems are drawn from the General Motors Time
Keeping System (GMTKS) which was modified to meet AAM needs and authorized for
AAM use. It collects the rings of AAM factory workers and passes this
information to HR Pay for hourly payroll generation.
Automated Guided Vehicle System (AGVS) - The AGVS is a material handling
system for hotformer components. Automated guided vehicles carry part
containers from four hotformers to fast and/or slow cool down areas, then to a
slow cool down area, and finally to one of two Computer Aided Vision
Inspection (CAVI) stations.
Computer Aided Design (CAD/CAM) - This is accomplished at AAM using two
software vehicles:
o AutoCAD - Auto CAD is PC based CAD software used by the manufacturing
engineering staff to support plant layout and electrical design, etc.,
applications.
o Unigraphics - A CAD software product that supports an integrated
design, engineering, and manufacturing process. Unigraphics provides
for the creation of 2D and 3D drawings and engineering designs for
dies and fixtures used in the manufacturing process.
o EDS*DNC (Distributed Numerical Control) - This system provides file
management, user, and machine interface functionality on the plant
floor. Numerical Control (NC) files are downloaded from the CAD/CAM
workstation to a PC on the factory floor via an Ethernet network. NC
files are ultimately downloaded to a NC machine where parts or dies
are machined.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 57
Crystal Reporting - This is a software product of InPower, Inc. Crystal
Reporting supports AAM associates in the creation of ad hoc reports related to
HR Pay.
Enterprise Resource Planning - Financial - This is an ORACLE applications
based system providing support for:
o General Ledger
o Accounts Payable
o Accounts Receivable
o Project Accounting
o Fixed Assets
The application uses the ORACLE Database Management System (DBMS) on a UNIX
server.
Enterprise Resource Planning - Manufacturing - This system is comprehensive in
scope. It provides potential for very sophisticated support of:
o Order entry/shipping
o Purchasing/Receiving
o Cost
o Work in Process
o Planning and Scheduling
o Bill of Material and Routing
o Inventory
The application uses the ORACLE (DBMS) on a UNIX server.
Labor Distribution System - (LDS) - This system accesses the clock card time
of the AAM hourly rated associates, compares this to routed labor for the same
period and calculates labor efficiencies for each department. In addition, LDS
interfaces with the General Ledger posting gross wages, net wages, accruals
and reversals. LDS also calculates cost of goods sold.
Manifest Build System - This system was designed to error-proof axle
assemblies by providing visual instructions to the assembly operators. The
system is a combination of PC hardware, software, barcode technology, model
build information and work procedures. It produces a manifest tag which
contains build information for assemblies in Plants 2 and 3. The tag is
attached to the axle and identifies the proper sub-assemblies and components
required to build a particular axle. The manifest is retained and can be used
for accountability or manual traceability.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 58
Material Quality Control System (MQC) - This system is used at the Tonawanda
plant to monitor steel used in the hot forming process. Material is recorded
and tracked through the hot forming process.
MIS STAFF - This is not, properly speaking, a system, but is, rather, a
convenient means to account for EDS Services that are not performed directly
in support of computer systems. The MIS STAFF category represents the MIS
function at AAM and is, as indicated in Exhibits G and I, the beneficiary of
management and clerical Services performed by EDS on behalf of AAM.
Product Information Management System (PIM) -This system provides an
electronic engineering release system for AAM. It manages the relationships
between CAD files, Engineering notices, and bills of material. It replaces
historic "blueprint rooms" by means of an electronic vaulting capability. PIM
allows on-line access to common engineering data for authorized associates
from any AAM location. The application uses the ORACLE Database Management
System (DBMS) on a UNIX server.
Slug Welder Verification System (Verification)- This system is used at the
Detroit Axle plant to verify that only scheduled axles are built and that
these are assembled using the correct tubes and third members. Baskets of
tubes are bar-coded as are third members. The system does the verification
against specifications and schedules.
Telesis Marking System (Telesis) - The system was designed to produce a dot
matrix mark on the axle tube at the final axle assembly operation. The axle
tube marker identifies the model, plant location, Julian date, military time
and, axle serial number. It provides a permanent identification of each axle
for traceability.
Trace - This is a system that records the date and time that certain axle
assemblies and sub assemblies were processed through the Detroit gear plant.
The system is intended to allow AAM to pinpoint time and location of quality
problems so that analysis can be properly focused and remedies more speedily
obtained.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 59
Exhibit H: EDS Services for Non-Legacy Applications
[Enlarge/Download Table]
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
M
A
N V
C E I E
R R F R
Y P E M I
S E S I F
T F R H T S T I
A I P R E C
A L N B S L T A
A A A M P U T E R T
M G A C R N F A L I A M P S A I
T V P A P C G Y D L F Q I I C O
S S S D T E * * S D F C M S E N
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Applications Support Services
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Production Support Services
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Code Correction x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Documentation x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Enhancements x x x x x x x x x x x
------------------------------------------ --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Performance Monitoring x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Problem Analysis x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Application Security x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Job Restart x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Data Management Services
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Database Maintenance x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Software Update Installation x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Change Management Services
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Change Management x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Operations Services
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Computer Operations x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Change Control x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Coordination of IT For Engineering x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Data Communications Network x x x x x x x x x x x x x x
Maintenance
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Desktop Environment Maintenance x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Disaster Recovery Procedures x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Enforce Security x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
First Level Customer Support x x x x x x x x x x x x x x
------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
* ERP Manufacturing Support Services will commence on August 1, 1998.
HR/Payroll support services will commence on June 1, 1998.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 60
Exhibit H: EDS Services for Non-Legacy Applications (cont'd)
[Enlarge/Download Table]
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
M
A
N V
C I E
R F R
Y E M I
S S I F
T T S T I
A H E C
A L R B S L T A
A A E E U T E R T
M G A C R R R P L I A M P S A I
T V P A P P P A D L F Q I I C O
S S S D T 1 2 Y S D F C M S E N
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Asset Tracking x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Direction Consulting x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Management x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Planning x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Status Reporting x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
IT Supplier Management x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Markup and Rebill x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Model Office x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Monitor CSRs x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Monitor Job Execution x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Plant Floor Support x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Production Job Backup and Recovery x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Production Job Scheduling x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Proposal Development x x x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Special Requests x x x x x x x x x x x x x x x
-------------------------------------------- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 61
Exhibit I: Description of Legacy Applications
Corporate Planning System (CPS) - This system provides data from a GM IMS
planning database. CPS provides AAM with GM projected sales volumes for car
and truck lines by model year. The planning horizon for the forecasted volumes
is typically for six months or more. This information is not provided to AAM
by any other means. AAM generates reports and populates planing spreadsheets
with a subset of this data.
Detroit Stacker System - The plant 2 stackers are computer controlled
auto-storage and retrieval systems capable of storing 3,000 pallets of
incoming materials. The computer hardware platform consists of DEC PDP-11/34
mini computers, RSX software operating system and Clark applications software.
Mainsaver Maintenance System (Mainsaver) - This system is used to support the
maintenance departments. It manages the spare parts inventories needed to
maintain machine tool and equipment. Mainsaver retains history of all
equipment downtime. Cost of repairs for material, labor and contractors is
maintained and a variety of reports are available.
MIS STAFF - This is not, properly speaking, a system, but is, rather, a
convenient means to account for EDS Services that are not performed directly
in support of computer systems. The MIS STAFF category represents the MIS
function at AAM and is, as indicated in Exhibits G and I, the beneficiary of
management and clerical Services performed by EDS on behalf of AAM.
On-line Indirect Material Purchasing Inventory Control (Olimpic) - This
comprehensive General Motors system manages the purchase, receipt, dispersal,
and inventory for indirect materials. Inventories are kept at the plant/crib
level. The system access corporate part catalogs and corporate supplier
contracts. Spot buys by plants are allowed when business conditions warrant.
Transactions are interfaced with financial systems as appropriate. Management
and operating reports are available in a wide variety.
Production Scheduling Inventory Control (PSIC) - This mainframe-based GM
system manages supplier sources, order processing, production planning, daily
production scheduling, supplier scheduling, shipping, scrap reporting,
receiving, consignments, annual physical inventories, stock analysis, product
specifications, financial interfaces, and product cost information. A variety
of management and operating, on-line, and batch reporting is available.
Purchasing (PU) - This system was created for use by Saginaw Division of GM.
It provides functional support for all aspects of direct materials purchasing.
Simplex Proprietary Fire and Watch System (Simplex) - The system provides
notification of device status changes to the security officer located at the
plant 56 command center. Water sprinkler systems, smoke detectors and
transformer oil temperatures are examples of devices monitored by the system.
Incorporated within the Fire & Watch are fire phone communications and fire
horns.
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 62
Exhibit J: Description of Services for Legacy Applications
-------------------------------------------------- -- --- --- --- --- --- --- -
D
E
T
M M
S A I
T I S O S
A N L I
C S S I M
K A T M P P
C E V A P S L
P R E F I I P E
S S R F C C U X
-------------------------------------------------- -- --- --- --- --- --- --- -
Application Support Services
-------------------------------------------------- -- --- --- --- --- --- --- -
Production Support Services
-------------------------------------------------- -- --- --- --- --- --- --- -
Application Code Correction x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Application Documentation x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Application Problem Analysis x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Application security x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Job Restart x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Change Management Services
-------------------------------------------------- -- --- --- --- --- --- --- -
Change Management x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Operations Services
-------------------------------------------------- -- --- --- --- --- --- --- -
Change Control x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Computer Operations x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Data Communications Maintenance x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Data Communications Network Maintenance x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Desktop Environment Maintenance x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Disaster Recovery Procedures x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Enforce Security x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
First Level Customer Support x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
IT Asset Tracking x
-------------------------------------------------- -- --- --- --- --- --- --- -
IT Management x
-------------------------------------------------- -- --- --- --- --- --- --- -
IT Status Reporting x
-------------------------------------------------- -- --- --- --- --- --- --- -
Markup and Rebill x
-------------------------------------------------- -- --- --- --- --- --- --- -
Model Office x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Monitor CSRs x
-------------------------------------------------- -- --- --- --- --- --- --- -
Monitor Job Execution x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Plant Floor Support x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Production Job Backup and Recovery x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Production Job Scheduling x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
Special Requests x x x x x x x x
-------------------------------------------------- -- --- --- --- --- --- --- -
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 63
Exhibit K. EDS Price per Legacy System
-------------------------------------------------- ------------------------
Legacy System Name Monthly Price
-------------------------------------------------- ------------------------
Corporate Planning System (CPS) $ 1,448.
-------------------------------------------------- ------------------------
Detroit Stacker System $ 734.
-------------------------------------------------- ------------------------
Simplex Fire and Watch System $ 2,895.
-------------------------------------------------- ------------------------
Mainsaver Maintenance System (Mainsaver) $ 7,238.
-------------------------------------------------- ------------------------
OLIMPIC $ 23,741.
-------------------------------------------------- ------------------------
PSIC $ 100,898.
-------------------------------------------------- ------------------------
PU $ 869.
-------------------------------------------------- ------------------------
Total $137,823.
-------------------------------------------------- ------------------------
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 64
Exhibit L. Items Agreed to be Jointly Developed During First 90 Days
of Agreement
o Written change control procedures
o Any additional metrics required
o All monthly reports required to determine compliance with metrics
o A written escalation process if metrics are not met
o A schedule of all AAM and EDS and third party software with owner
identified
o A schedule of all AAM and EDS hardware with owner identified
o Documented roles and responsibilities of AAM and EDS leadership for this
agreement
o A list of third party subcontractors and suppliers as referenced in
Section 6.1 (f) of the Agreement
o Organization charts of AAM and EDS with names, functions, and locations
[AAM LOGO] [EDS LOGO]
March 1, 1998 EDS Private Page 65
Schedule 3.3
Telecommunications Services
1. Telecommunications Services. Following the Effective Date, EDS will provide
to AAM the following Telecommunications Services to AAM's Buffalo Gear
facility:
(a) General. EDS will acquire, implement and administratively support on
AAM's behalf local access, outbound long distance calling, and
General Motors 8-Line calling services from AT&T or such other third
party long distance carrier, local exchange carrier, Post Telephone
and Telegraph administration (for international services) or other
vendor (in any case, the "Vendor") from which EDS may purchase
services from time to time to pass through to AAM and other EDS
customers as Telecommunications Services. EDS will work with AAM and
the Vendor to develop a plan to implement the Telecommunications
Services.
(b) Billing Administration. EDS will provide to AAM, on a monthly basis, a
consolidated bill of rated call detail containing the following
information: date and time of call; duration; destination (both number
and location); cost and rate classification; and total per AAM
location.
(c) Management Assistance. EDS will provide up to one person on-site at
the AAM Buffalo Gear facility to coordinate with the Vendor regarding
billing inquiries by AAM in connection with its use of the
Telecommunications Services. In addition, EDS will facilitate all
moves, adds and changes ("MAC") work reasonably required by AAM, which
may include changing telephones and features, installing new telephone
sets and lines, moving telephones internally and removing or
disconnecting telephones.
2. Quality, Performance and Remedies. EDS makes no representation or warranty
with respect to the quality of the Telecommunications Services made
available to it by the Vendor and passed through to AAM pursuant to this
Schedule 3.3. AAM's remedies for any service problems with respect to the
Telecommunications Services will be the remedies set forth in the
applicable tariff, regulations or agreement with the Vendor, which, in most
situations, will consist of monetary credits for lost service. EDS' sole
responsibility in this regard will be to assist AAM in the proper reporting
of any service problems and to pass through to AAM any credits received
from the Vendor as a result of such problems.
3. AAM's Responsibilities. In connection with AAM's use of the
Telecommunications Services, AAM will have the following responsibilities:
(a) Agency. Within 10 days of the Effective Date, AAM will provide a
letter of agency in form and substance reasonably satisfactory to EDS
and the Vendor designating the right of EDS or the Vendor to act as
agent for AAM with respect to all matters related to obtaining the
Telecommunications Services from the Vendor. AAM agrees to do, or
cause to be done, all such further acts
and to execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, all such further documentation (including
billing transfer letters) as EDS may reasonably request in connection
with AAM's use of the Telecommunications Services. AAM acknowledges
that EDS' performance of its obligations under this Schedule 3.3, and
the timing of such performance, are dependent upon EDS' ability to
acquire the Telecommunications Services from the Vendor on terms that
will allow the Telecommunications Services to be passed through to AAM
in the manner contemplated hereby.
(b) Use of the Telecommunications Services. AAM will be responsible for
all authorized and unauthorized use of the Telecommunications Services
and for complying with all obligations that are applicable to AAM and
are set forth in any tariff, regulation or agreement with the Vendor.
In particular, AAM will be responsible for the protection of all
transmission facilities from unauthorized access, for the selection of
the appropriate access control products or services and for the proper
use of such products or services.
(c) Telecommunications Equipment. AAM will provide all telecommunications
equipment and related services that are required at all AAM locations
to which the Telecommunications Services will be provided pursuant to
this Schedule 3.3 (the "Telecommunications Equipment"). AAM will be
responsible for the operation and maintenance of the
Telecommunications Equipment, including any transfers, modifications
or adjustments of the Telecommunications Equipment or any
configurations thereof. In addition, AAM will be responsible for any
termination or other liabilities under any supplier contracts the
services under which will be replaced by the Telecommunications
Services as well as for any deinstallation activities that are
required before performance of the Telecommunications Services can
begin.
(d) Billing Administration. AAM will be responsible for any internal
billing and collections within AAM or among AAM affiliates of all
amounts invoiced to AAM for the Telecommunications Services.
(e) Other Services. AAM will continue to be responsible for all
telecommunications and related services provided by suppliers directly
to AAM, including any obligations that AAM may have under its
contracts with such suppliers.
4. Telecommunications Indemnification. Subject to Sections 12.1(f) and 12.2 of
this Agreement, AAM agrees to indemnify and defend EDS and hold EDS
harmless from any and all Losses arising out of, under or in connection
with any claims relating to (i) the abuse or fraudulent use of the
Telecommunications Services or (ii) any information, data or message
transmitted over the network by AAM that constitutes libel, slander,
infringement of copyright, invasion of privacy, violation of trans-border
data flow regulations or alteration of private records or data.
5. Termination. If, during the term of this Agreement, AAM desires to
terminate the Telecommunications Services, AAM will have the option to do
so by so notifying EDS. However, any such termination will be subject to
(i) such notice and other requirements that are imposed by the Vendor or
are otherwise necessary for the orderly termination and transition of the
Telecommunications Services and the arrangement by AAM for substitute
service and (ii) AAM's payment of, or reimbursement to EDS for, any charges
incurred by EDS on account of such termination and transition.
6. Regulatory Requirements.
(a) The Parties expressly acknowledge that this Schedule 3.3 has been
negotiated, and the Telecommunications Services have been uniquely
customized, to satisfy the special requirements of AAM. The
Telecommunications Services are private services and are not common
carrier services.
(b) If the Vendor, in its sole discretion, amends or withdraws a tariff
covering the Telecommunications Services which materially alters or
invalidates this Schedule 3.3, EDS will have the option to (i)
negotiate modifications to this Schedule 3.3 with AAM or (ii)
terminate this Schedule 3.3, in whole or in part, by giving AAM at
least 30 days' prior notice of the nature and effective date of such
termination and provide to AAM a pro-rata refund of any prepaid
charges, subject to any limitations set forth in this Agreement.
(c) In no event will EDS have any liability to AAM as a result of (i) any
regulatory requirements imposed by any agency of the United States
government, state or local governments or applicable foreign
government on a Vendor or (ii) any independent actions that a Vendor
may undertake which alter the terms, conditions or methodology for
providing the Telecommunications Services or render the provision of
the Telecommunications Services unlawful.
Schedule 3.4
Service Levels
(If applicable)
Schedule 9.1
Charges
1. Monthly Charges.: Commencing on the Effective Date: $1,131,785.00
ERP Manufacturing Support. Commencing on August 1, 1998,
$816,930.00 will be added to the Monthly Charge for ERP
Manufacturing Support Services as described in Schedule 3.2.
HR/Payroll Support. Commencing June 1, 1999, $153,090.00 will be
added to the Monthly Charges for HR/Payroll Support Services as
described in Schedule 3.2.
Legacy System Reduction. Commencing thirty (30) days after the
date of written notice from AAM to EDS directing EDS to
discontinue support for the Legacy Systems, the Monthly Charge
will be reduced by the associated charge by system as described in
Schedule 3.2.
2. Variable Voice and Data Charges (Charges for Telecommunications Services).
In addition to the Monthly Charges, for all Data Center (IPACS) voice and
data telecommunications resources and services provided by EDS to AAM under
this Agreement, AAM shall pay EDS on a monthly usage basis at the
then-current EDS commercial rates for such resources and services. EDS will
provide AAM with thirty (30) days notice of any change in EDS commercial
rates. As of the Effective Date, based on previous usage volumes by
FDF/AAM, EDS estimates that the monthly variable charges will average
approximately $290,000. EDS anticipates that variable charges will
gradually decrease as systems are migrated from the IPC data center
environment to the local client/server environment.
3. Desktop Support Charges. For support of the Desktop environment as outlined
in Schedule 3.2, AAM will be pay a variable charge per desktop unit based
on the rate schedule below. As of the Effective Date, there are 2,175
desktops being supported by EDS.
Desktop Units Monthly Charge per Desktop
Below 1,400 $200
1,401 - 1,600 $165.50
1,601 - 1,800 $163.50
1,801 - 2,000 $161.50
2,001 - 2,175 $159.50
2,175 - 2,300 $157.75
2,301 - 2,500 $156
2,501 - 2,700 $154
2,701 - 2,900 $152
2,901 - 3,100 $150
3,101 - 3,300 $148
3,301 - 3,500 $146
Above 3,500 $144
All Charges do not include, and are subject to, applicable taxes, inflation
adjustment and expenses.
Schedule 13.8
Notices
In the case of EDS: with a copy to :
Electronic Data Systems Corporation Electronic Data Systems Corporation
5400 Legacy Drive 1840 Holbrook Avenue
Plano, Texas 75024-3105 Detroit, Michigan 48212-3488
Attention: General Counsel Attention: Account Executive
In the case of AAM: with a copy to:
American Axle & Manufacturing, Inc. American Axle & Manufacturing, Inc.
1840 Holbrook Avenue 1840 Holbrook Avenue
Detroit, Michigan 48212-3488 Detroit, Michigan 48212-3488
Attention: Vice President, CIO Attention: General Counsel
Dates Referenced Herein and Documents Incorporated by Reference
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