Global OUTSOURCING SERVICES AGREEMENT DATED JULY 2, 2013 HSBC Holdings plc and GP Strategies Managed Services Limited relating to the Provision of Global Learning Services

Exhibit 10.1

Global OUTSOURCING SERVICES AGREEMENT

DATED JULY 2, 2013

HSBC Holdings plc

and

GP Strategies Managed Services Limited

relating to

the Provision of Global Learning Services

Confidential treatment requested for portions of this document. Portions for which confidential treatment is requested are denoted by [***]. Material omitted has been separately filed with the Securities and Exchange Commission.

contents

1	Definitions and Interpretation	1
2	General	17
3	Term	18
4	Asset Transfer, Transition and Transformation	19
5	Services	22
6	Charges	27
7	Joint-Ventures, Co-operatives and Third Party Services	29
8	HSBC Mergers and Acquisitions	29
9	HSBC Divestments	30
10	General Obligations of the Supplier	31
11	Supplier’s Warranties	36
12	Disaster Recovery	38
13	Supplier’s Security Obligations	38
14	Project Library and Procedures Manual	40
15	Computer Viruses	41
16	HSBC Assistance and Support	41
17	HSBC Responsibilities and Relief Events	41
18	Intellectual Property Rights and Indemnity	42
19	Indemnities	45
20	Liability	46
21	Confidentiality	48
22	Publicity	48
23	Data Protection	49
24	Breach, Termination and Xxxx	00
00	Xxxxx Xxxxxxx	58
26	Disputes	58
27	Administration, Management and Governance	59
28	Change to the Services	59
29	Assignment and Sub-Contracting	59
30	Variation	60
31	Notices	60
32	Set-Off	61
33	HSBC Competitors	61
34	Further Assurance	61
35	Counterparts	61
36	Insurance	61
37	Audit and Regulatory Requirements	62
38	Relationship of the Parties	63
39	General	64
Schedule 1 HSBC Group Members		67
Schedule 2 Transition and Transformation		68
	Part 1 Transition	69
	Part 2 Transformation	85
Schedule 3 Services		96
Schedule 4 Service Levels and Service Credits		114
Schedule 5 Charges		123
Schedule 6 Benchmarking		165
Schedule 7 Human Resources		168
	Part 1 Automatic Transfer of Transferring Employees	169
	Part 2 Recruitment of Inscope Employees	178
	Part 3 Key Personnel	176
	Part 4 Termination, Part Termination or Expiry of this Agreement	178
Schedule 8 Not Used		182

Schedule 9 Governance	183
Schedule 10 Approved Sub-Contractors	194
Schedule 11 Projects	196
Schedule 12 Change Control Procedure	208
Schedule 13 Exit Management	212
Schedule 14 Policies and Procedures	215
Schedule 15 Disaster Recovery	216
Schedule 16 HSBC Premises and Facilities	221
Schedule 17 HSBC Contracts	222
Schedule 18 HSBC Responsibilities	223
Schedule 19 Retained Authority	225
Schedule 20 Third Party Agreements	227
Schedule 21 Guarantee	245
Schedule 22 Standard Form Novation Agreement	248
Schedule 23 Local Services Agreement	254
Schedule 24 Licence Terms	267

HSBC Holdings plc/GP Strategies Managed Services Limited
Global Outsourcing Services Agreement

THIS AGREEMENT is made on July 2, 2013

BETWEEN:

	(1)	HSBC Holdings plc a company incorporated in England & Wales (registered number 617987) whose registered office is at 0 Xxxxxx Xxxxxx, Xxxxxx, X00 0XX (HSBC); and
	(2)	GP Strategies Managed Services Limited a company incorporated in England & Wales (registered number 04893961) whose registered office is at Xxxxxx House 00-00 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx XX00 0XX (Supplier).

WHEREAS:

	(A)	HSBC wishes to receive from the Supplier, for its own benefit and the benefit of HSBC Group Members, certain global learning management services that were previously supplied internally by HSBC and certain third parties.
	(B)	The Supplier has represented to HSBC that it has the experience and expertise to meet HSBC and the HSBC Group Member’s requirements and, in reliance on that representation, HSBC wishes to engage the Supplier to provide the Services on the terms set out in this Agreement.
	(C)	To assist the Supplier in the provision of those services, certain assets, staff and contracts are to be transferred and/or made available by HSBC and HSBC Group Members to the Supplier and the Supplier Affiliates pursuant to the terms of a business transfer agreement entered into at the same time as this Agreement.

	1.	DEFINITIONS AND INTERPRETATION
	1.1	Interpretation

The following rules apply in interpreting this Agreement and any Local Services Agreements entered into pursuant to them, except where the context makes it clear that a rule is not intended to apply:

(a) reference to:

	(i)	legislation (including subordinate legislation) is, except as otherwise specifically referenced, to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
	(ii)	a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
	(iii)	a party to this Agreement, Local Services Agreements or to any other document includes a successor or a permitted assign of that party; and
	(iv)	a person includes natural persons, corporates or unincorporated bodies (whether or not having separate legal personality) any type of entity or body of persons, whether or not it is incorporated, and any executor, administrator or successor in law of the person;

	(b)	a singular word includes the plural, and vice versa;
	(c)	a word which suggests one gender includes the other genders;
	(d)	the words “subsidiary” and “holding company” have the meanings set out in section 1159 and schedule 6 of the Companies Xxx 0000 (except that for the purposes of the membership requirements in section 1159(1)(b) and section 1159(1)(c) a company shall be treated as a member of another company even if its shares in that other company are registered (i) in the name of its nominee, or (ii) in the name of a person (or the nominee of that person) who is holding the shares as security) and “management control” shall be demonstrated by the ability to exercise significant influence over an entity or its management;

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	(e)	the headings to clauses are for reference purposes only and shall not affect the interpretation or construction of the clauses;
	(f)	general words are not to be given a restrictive meaning because they are followed by particular examples, and any words introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;
	(g)	the Schedules, Appendices, Recitals and Service Requests form part of this Agreement and will have effect as if set out in full in the body of this Agreement;
	(h)	in the event of conflict or ambiguity the provisions of this Agreement and any Local Service Agreement are to be read in the following order of precedence in relation to that conflict:

	(i)	the clauses;
	(ii)	the Schedules;
	(iii)	the Appendices to any schedules;
	(iv)	the Local Services Agreement;
	(v)	the Service Requests; and
	(vi)	any other document not otherwise referred to above.

A provision in a Schedule, Appendix, Local Services Agreement or Services Request may only override a provision in this Agreement if it expressly refers to and states that the relevant provision(s) of the Local Services Agreement or Services Request shall override the conflicting provision(s) of this Agreement and the Local Services Agreement or Services Request is counter-signed by an authorised representative of HSBC and the Supplier. In all other cases, if a conflict occurs between the documents listed above then the document higher in the order of precedence will prevail to resolve that conflict; and

(i) capitalised terms in this Agreement shall have the meanings set out in clause 1.2.

1.2 Definitions

In this Agreement:

Academy means a HSBC learning academy, managed by a Global Academy Head, which represents an HSBC business or function. Each HSBC Academy will articulate and define the learning strategy needs and objectives of the relevant business or function to be serviced by the Supplier in accordance with and as set out in this Agreement;

Acceptance means, in relation to a Deliverable, the point at which that deliverable has achieved the Acceptance Criteria as set out in this Agreement, a Local Services Agreement or a Service Request or in respect of a Service (or part of), means the Supplier has successfully passed the Acceptance Criteria or tests required by HSBC to establish its apparent readiness to commence provision of the Services (or part of) in accordance with this Agreement. Acceptance operates without prejudice to any rights and remedies that HSBC may have in relation to the performance by the Supplier of its obligations under the Agreement. Acceptance by HSBC does not operate as a waiver of any of its accrued rights or as a confirmation that the Supplier has in fact complied with its relevant obligations hereunder and "Accept" and "Accepted" shall be construed accordingly;

Acceptance Criteria means, in relation to a Key Milestone or other identified activity including in respect of Transformation, an Interim Key Milestone, the criteria to be achieved or met by the Supplier, as set out or otherwise identified in Schedule 2 (Transition and Transformation) or the Test Strategy Document, which may include a requirement that the performance of the Services meets the quality required by the Service Levels;

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Acceptance Testing means, in relation to a Key Milestone or other identified activity, the process by which it will be tested whether the Supplier has achieved or met the Acceptance Criteria as set out in Schedule 2 (Transition and Transformation);

Actual Savings means actual amount of the savings achieved by the Supplier in each Year, as further described in paragraph 12 of Schedule 5 (Charges);

Acquired Agreement has the meaning given to it in clause 10.2(b);

Acquired Business has the meaning given to it in clause 10.2(a);

Acquisition Date has the meaning given to it in clause 10.2(b);

Agreement means the body of this document comprising clauses 1 (Definitions and Interpretation) to 39 (General) (inclusive) together with the Recitals, Schedules, Appendices, any Service Requests and any documents incorporated by reference, including the Procedures Manual;

Alpha Deliverable means the first on-line or developed Deliverable in the applicable project that is ready for end user and SME review;

Annual Learning Demand Plan (ALDP) means a document that summarises the annual goals and objectives for employee skills development and identifies the Courses, the training mix (e.g. instructor-led training versus e-learning, new development versus maintenance, third party versus custom content), learning technology requirements, Learning Design Projects, and the service delivery schedule and strategy; as well as New build learning projects that have been identified as priorities;

At Risk means a Class which is approaching a delivery date that has not achieved the minimum Class capacity;

At Risk Amount means the proportion of the Charges put at risk each month to the potential incurring of Service Credits, as detailed in paragraph 2.17 of Schedule 4 (Service Levels and Service Credits);

Approval means any regulatory and/or governmental licence, clearance and approval, and any other consent or approval applicable to the provision of the Services;

Approved Sub-Contractor means a third party approved by HSBC or an HSBC Group Member and set out in Schedule 10 (Approved Sub-Contractors) or the Local Services Agreement;

Approved to Run means Classes that have achieved the minimum Class capacity;

Assets means any and all assets and rights used in or necessary to perform the Services, including equipment, facilities, Software licences, Support Contracts, consumables, Software, HSBC Assets and property (tangible and intangible);

Asset Register means a complete inventory of all Assets used in or necessary to provide the Services;

Authorised Representative(s) means those individuals holding the roles identified in paragraph 4 of Schedule 11 (Projects) and shall be authorised to sign Service Requests;

Authorised User means any person other than HSBC, a HSBC Contracting Party or any other HSBC Group Member who, with the permission of HSBC has access to the Services and/or HSBC Systems for the purposes of providing services to HSBC, or is a beneficiary of the Services at any time during the subsistence of this Agreement;

Background Intellectual Property means any Intellectual Property owned by the relevant party before the Signature Date and/or created by the relevant party independently of this Agreement;

Benchmark Review means a review of the Services carried out in accordance with Schedule 6 (Benchmarking) to determine whether those Services represent Good Value;

Benchmarked Services means the Services that HSBC elects to include in a Benchmark Review;

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Benchmarker means the independent third party appointed under paragraph 4 of Schedule 6 (Benchmarking);

Beta Deliverable means the second on-line or developed Deliverable in the applicable project that incorporates changes made to the Alpha Deliverable version;

Best Endeavours means to take every step necessary to achieve the desired result including taking any action and making available any resources to the extent necessary to achieve the desired objective but shall not require taking any step(s) that would result in any material detriment to the relevant party required to achieve the objective or any breach of Law;

Best Industry Standards means all relevant practices and professional standards that would be expected of a well-managed "top tier" expert service provider performing services substantially similar to the Services (taking into account factors such as the service levels, term and pricing), to customers of the same nature and size as HSBC and/or any other HSBC Group Member (as the case may be);

BCDR Plan means the business continuity and disaster recovery plan set out in or required by Schedule 15 (Disaster Recovery);

Cancelled means HSBC gives formal notice that it requires a Course to be cancelled;

Change Procedure means the procedure set out in Schedule 12 (Change Procedure);

Change Form means the document set out in Schedule 12 (Change Procedure) to be used to record the parties' agreement to Changes;

Change means any actual or proposed change to the nature, level and/or extent of the Services or Service Levels or the manner in which the Supplier provides or is to provide the Services (whether resulting in additions to, reductions in, or amendments to the Services or the Service Levels);

Charges means the amounts payable for the Services (or any part thereof) as set out and/or calculated in accordance with Schedule 5 (Charges);

Class means a set of sessions scheduled within a Course;

Class Enrolment means the process by which learners book onto specific training Courses;

Comparable Services means services that are identical or materially similar to the Benchmarked Services (including in terms of scope, specification, volume and required quality of performance);

Comparison Group means a sample group of organisations providing Comparable Services identified by the Benchmarker under paragraph 5.8 of Schedule 6 (Benchmarking) consisting of organisations which are either of similar size to the Supplier or which are similarly structured in terms of their business and their service offering so as to be (in the Benchmarker's professional opinion) fair comparators with the Supplier or which in the professional opinion of the Benchmarker are best practice organisations providing Comparable Services;

Competency/Capability Framework means a document provided by HSBC to the Supplier which summarises the required competencies of a specific Academy (or other employee group) and being one of a range of inputs that shall enable the Supplier to recommend and design appropriate learning content for a specific Academy (or other employee group);

Confidential Information means:

(a) in relation to HSBC or any HSBC Group Member, any information or know how of HSBC or any HSBC Group Member (including information relating to their facilities, premises, systems, security, procedures, products, business strategy and including the existence of the terms of and its position in any dispute in relation to this Agreement or any Local Services Agreement), employees, officers, contractors and agents, customers, suppliers and contacts, and any other information of HSBC or an HSBC Group Member that is supplied during any audit or is marked confidential or that the recipient ought reasonably to have known was confidential, imparted to the Supplier, or any Supplier Affiliate or their employees, agents or contractors pursuant to this Agreement or any Local Services Agreement; and

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(b) in relation to the Supplier and/or the Supplier Affiliates, any information relating to their systems and security procedures, business strategy (including the existence of the terms of and their position in any dispute in relation to this Agreement or any Local Services Agreement), costs, prices, Charges, employees, officers, contractors, agents, suppliers and any other information of the Supplier or the Supplier Affiliates that is supplied during any audit or is marked confidential or that the recipient ought reasonably to have known was confidential, imparted to HSBC or any HSBC Group Member pursuant to this Agreement or any Local Services Agreement,

provided always that Confidential Information shall exclude information (1) that is in or comes into the public domain (other than as a result of a breach of confidentiality) or (2) is disclosed by a third party (except where such third party discloses such information in breach of obligations of confidence), or (3) that is independently developed by a party without recourse to the Confidential Information of the other (or the HSBC Group Members or the Supplier Affiliates (as applicable));

Content has the meaning given to it in clause 14.1;

Continuation Services means those of the Services that HSBC may continue to require the Supplier to provide during the Termination Period;

Controlling Interest means:

	(a)	the ownership or control (directly or indirectly) of more than fifty percent (50%) of the fully diluted voting share capital of the relevant undertaking; and/or
	(b)	the ability to direct the casting of more than fifty percent (50%) of the fully diluted votes exercisable at general meetings of the relevant undertakings on all, or substantially all, matters; and/or
	(c)	the right to appoint or remove directors of the relevant undertaking holding a majority of the voting rights at meetings of the board of directors on all, or substantially all, matters;

Core Personnel has the meaning given to it in paragraph 9.1 of Part 4 of Schedule 7 (Human Resources);

Core Personnel Information has the meaning given to it in paragraph 9.3 of Part 4 of Schedule 7 (Human Resources);

Country means the country identified in the relevant Local Services Agreement in respect of which the Services will be provided;

Course means an instructor led training (ILT) or a virtual instructor led training (VILT) that has multiple Classes scheduled to deliver to the target audience;

Critical Service means a service identified as such in Schedule 4 (Service Levels and Service Credits);

Curriculum means a specific training intervention comprising a collection of learning activities and learning content that may be delivered in multiple channels (such as classroom, web based training, virtual classroom, etc.);

Data Protection Directive means Directive 95/46/EC;

Data Protection Legislation shall as the context requires include all applicable Laws relating to the processing of personal data and privacy (and any subsequent amendment, re-enactment, consolidation or replacement thereof or implementing legislation) in effect in the relevant territory(ies) from time to time;

Data Subject shall have the same meanings as in the Data Protection Directive or the meaning attributed to it under the relevant local Data Protection Legislation;

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Default means any breach of a party’s obligations under this Agreement or any act or omission, negligence or statement of either party, its employees, agents or sub-contractors in connection with or in relation to this Agreement and in respect of which such party is liable to the other;

Deliverable means anything delivered or to be delivered to HSBC or an HSBC Group Member under or in connection with this Agreement by or on behalf of the Supplier or Supplier Affiliate, including any Project Deliverables;

Delivery Charges has the meaning given to it in paragraph 2.2.4 of Schedule 5 (Charges);

Design Charges has the meaning given to it in paragraph 2.2.3 of Schedule 5 (Charges);

Detailed Global Transformation Plan means the detailed plan for Transformation that is global in nature and has been Accepted by HSBC pursuant to Part 2 of Schedule 2 (Transition and Transformation);

Detailed Global Transition Plan means the detailed plan for Transition that is global in nature and has been Accepted by HSBC pursuant to paragraph 4.1.7 of Part 1 of Schedule 2 (Transition and Transformation);

Detailed Local Transition Plan means the detailed plan for Transition that is specific to a particular Country and has been Accepted by HSBC pursuant to paragraph 4.2.8 of Part 1 of Schedule 2 (Transition and Transformation);

Disaster has the meaning given to it in clause 13.4;

Disclosure Letter means the letter appended to a Local Services Agreement (together with all the documents attached to it) from HSBC to the Supplier;

Divested Unit shall have the meaning given to it in clause 9.1;

Divestment Date shall have the meaning given to it in clause 9.1;

Documentation means any document, information, data or other material (in whatever form), including any descriptions of the Services, descriptions of any Software, Software releases and version levels, specifications, business rules, requirements, the Procedures Manual, network diagrams, user manuals, user guides, training materials and instructions, operating manuals, documented methodologies, process definitions and procedures, and any other documented materials or outputs, including Class and Course content, all as provided and/or required in relation to the Services from time to time during this Agreement;

Employment Claim means a/any claim, action proceedings, liability, costs, loss, expenses (including reasonable legal fees) and demand;

Employment Regulations means the Acquired Rights Directive (Council Directive 77/187/EEC) as amended by Council Directive 98/50/EEC and consolidated by Council Directive 2001/23/EEC and, in each Country:

	(a)	the local statutory instruments implementing and giving effect to such Directives; or
	(b)	any law or regulation of substantially similar effect to such directive in any Country providing for the automatic transfer of employees;

Entity Agreement has the meaning given to it in clause 8.2;

Equivalent Services Data means data derived from an analysis of the Comparable Services provided by the Comparison Group that has been adjusted in accordance with paragraph 5.11 of Schedule 6 (Benchmarking);

Extended Terms means, in relation to the Supplier Third Party Intellectual Property and/or the Supplier Intellectual Property, terms which permit (both during and after the term of this Agreement) such Intellectual Property to be used, operated, copied, modified and (in the case of Software) merged with other Software by:

(a) HSBC Service Recipients and any Authorised User; and

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(b) any third party (including any Successor Supplier(s)) where such use or other dealing is for the benefit of HSBC, HSBC Group Member and/or any other Service Recipients;

Event of Force Majeure means any of the following circumstances which occur and which are beyond the reasonable control of a party and directly prevent that party from performing its obligation under this Agreement being war, civil commotion, armed conflict, riot, act of terrorism, fire, flood, or other act of God (excluding for the avoidance of doubt any labour dispute, labour shortages, strikes or lock-outs);

Exit Plan means the plan to be prepared pursuant to the terms of clause 24.5 (Agreement and Updating of Exit Plan);

Extended Expiry Date means the date falling two (2) years after the Original Expiry Date, as confirmed by HSBC in the notice served pursuant to clause 3.2 (Renewal Options and Process);

Global Transformation Plan means the Detailed Global Transformation Plan, or where this has not yet been agreed, the Outline Global Transformation Plan;

Global Transition End Date means the date thirty (30) days following Key Milestone Date (Transition) number 4, by which Transition, both globally and in each Country, shall have been completed by the Supplier and Accepted by HSBC and the Supplier commences the provision of the Services in all in-scope countries;

Global Transition Plan means the Detailed Global Transition Plan, or where this has not yet been agreed, the Outline Global Transition Plan;

Gold Deliverable means the final production version of the Deliverable in the applicable project that incorporates both Alpha Deliverable and Beta Deliverable feedback and Accepted by HSBC following testing for functionality and HSBC accessibility standards;

Good Value means that:

	(a)	the Charges attributable to a Benchmarked Service are, having taken into account the Service Levels, are within the Upper Quartile; and
	(b)	any Service Levels attributable to Benchmarked Services are, having taken into account the Charges, equal to or greater than the median service levels for Comparable Services as adjusted using Equivalent Services Data; and

Governance Body has the meaning given to it in paragraph 1.3 of Schedule 9 (Governance), and "Governance Bodies" shall be construed accordingly;

Guarantee means the deed of guarantee to be entered into by the Guarantor in favour of HSBC in accordance with clause 2.1 substantially in the form of the template agreement set out in Schedule 21 (Guarantee);

Guaranteed Savings means the savings identified in Appendix 5-E (Guaranteed Savings) in respect of each Year, as further described in paragraph 12 of Schedule 5 (Charges);

Guarantor means GP Strategies Corporation a company incorporated in the state of Delaware, whose principal office is at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 XXX;

HSBC Assets means the HSBC Documentation and other assets, equipment facilities and/or resources which are or are to be licensed, provided or otherwise made available by HSBC or any other HSBC Group Member to the Supplier for use in connection with the performance or receipt of the benefit of the Services under the terms of this Agreement;

HSBC BCDR Representative has the meaning given to it in paragraph 5.1.1 of Schedule 15 (Disaster Recovery);

HSBC Business Project Manager means an HSBC employee who shall represent the HSBC business or function on learning design project teams and be responsible for identifying the SMEs, mediating SME comments and reviews and obtaining HSBC approvals of Learning Design Project Deliverables;

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HSBC Competitor means any financial services institutions who are providing financial products or services in competition to HSBC;

HSBC Consents has the meaning given to it in clause 10.8(a);

HSBC Contracting Party has the meaning given to it in clause 2.3(b) (Engagement);

HSBC CSR Guidelines means HSBC's and/or any other HSBC Group Member's corporate and/or social responsibility guidelines from time to time as may be notified to the Supplier;

HSBC Data means:

	(a)	all data and information belonging to HSBC or any HSBC Group Member which may be delivered to, generated by or otherwise used or processed by or on behalf of the Supplier or any Supplier Affiliate or may otherwise come into the possession or control of the Supplier any Supplier Affiliate or any Supplier Personnel; and
	(b)	all data and information relating to HSBC and or any other HSBC Group Member and/or any of their employees or officers, and any operations, facilities, personnel, assets and programs,

in each case, in whatever form that data and information may exist and of whatever nature, including text, drawings, diagrams, images and sounds;

HSBC Documentation means any Documentation, the Intellectual Property Rights and HSBC Policies and Procedures in which are owned by HSBC and/or any other HSBC Group Member;

HSBC Group Member means a legal entity from time to time (1) in which HSBC (or one or more of its subsidiary companies, or subsequent holding or subsidiary companies of such entity) owns at least fifty percent (50%) or more of the voting shares or (2) in which HSBC or any of HSBC’s intermediate holding or subsidiary companies has a Controlling Interest, or (3) over which HSBC (or one of its subsidiary companies, or a subsequent holding or subsidiary company of such entity) either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented from owning a greater shareholding, or (4) which is included in the list of the legal entities listed in Schedule 1 (HSBC Group Members), as otherwise notified by HSBC from time to time;

HSBC Intellectual Property means Intellectual Property which is owned by HSBC and/or any other HSBC Group Member;

HSBC Marks means the HSBC logo, together with the name of HSBC or such other name/s as are specified by HSBC to the Supplier by notice in writing from time to time;

HSBC’s People/Learning Strategy means HSBC’s 'People Strategy', which focusses on changing the way of conducting business across the HSBC Group and transforming the function and focusing on high value HR activities to better support the HSBC's commercial strategy. The strategy focusses on making key changes to people practices, introducing a consistent performance management process and improving the overall learning experience. Part of the HR change strategy in supporting the people strategy was to ensure HR function’s vision focused on transforming by:

	(a)	being commercial;
	(b)	being strategic and relevant;
	(c)	being efficient; and
	(d)	leading;

HSBC Policies and Procedures means the policies, procedures and codes of conduct set out in Schedule 14 (Policies and Procedures) or as notified by HSBC to the Supplier from time to time;

HSBC Premises means any and all premises belonging to or occupied by HSBC and/or any other HSBC Group Member;

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HSBC Responsibilities means the specific responsibilities to be undertaken by HSBC in relation to the Services as set out in Schedule 18 (HSBC Responsibilities);

HSBC RFP means the HSBC Request for Proposal for the provision of Global Learning Services submitted to the Supplier on Friday, 10 August 2012;

HSBC Site Regulations means HSBC’s any other HSBC Group Member's or any freeholder’s or lessor's regulations from time to time as may be notified to the Supplier in respect of access, security and health and safety at any HSBC Premises;

HSBC Support Contract means a contract between HSBC or any other HSBC Group Member and a third party, listed as such in Schedule 17 (HSBC Contracts);

HSBC Systems means:

	(a)	all Software, hardware, plant, machinery, media, cabling and other equipment which is owned, licensed or leased by or on behalf of HSBC and/or any other HSBC Group Member and managed or maintained by the Supplier as part of the Services; and
	(b)	all Software, hardware, plant, machinery, media, cabling and other equipment which is used by, or for the benefit of, HSBC any other HSBC Group Member and/or any Third Party Supplier during the course of this Agreement;

HSBC Third Party Intellectual Property means Third Party Intellectual Property licensed to HSBC and/or any other HSBC Group Member;

In Progress Project means any Project that commenced prior to the Signature Date as described in Schedule 11 (Projects);

Information Security Obligations means the obligations reasonably required by HSBC and notified to the Supplier by HSBC from time to time;

Inscope Employees means those employees of HSBC and/or HSBC Group Members who are listed in Schedule 2 of a Local Services Agreement under the heading "Inscope Employees";

Intellectual Property Rights and IPR means all present and future rights conferred by statute, common law or equity in any territory in or in relation to copyright and related rights, moral rights, trade marks, designs, patents, database rights, circuit layouts, business and domain names, inventions and rights in goodwill or to xxx for passing off or equivalent rights or forms of protection (whether or not registered or capable of registration) and all applications (and rights to apply) therefor, and for renewals and extensions of, any such rights as may now or in the future exist anywhere in the world, and Intellectual Property shall be construed accordingly;

Interim Key Milestone means, in respect of Transformation, any event identified as such in Schedule 2 (Transition and Transformation) or in any other part of this Agreement or any Local Services Agreement;

Incident means any event which causes an interruption to or a reduction in the quality, functionality or performance of the Services (or any aspect of them);

Key Milestone means any event identified as such in Schedule 2 (Transition and Transformation) or in any other part of this Agreement or any Local Services Agreement, including an Interim Key Milestone;

Key Milestone Date means, in relation to a Key Milestone, the date by which such Key Milestone is to be achieved, as set out or otherwise identified as such in Schedule 2 (Transition and Transformation);

Key Personnel means those people listed in a Schedule 2 of a Local Services Agreement under the heading "Key Personnel";

Law or Laws means:

(a) all statutes, statutory instruments, regulations, by-laws, rules, ordinances, guidance or subordinate legislation from time to time made or issued to which a party is subject;

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	(b)	the common law and the law of equity as applicable to the parties;
	(c)	any binding court order, judgment or decree;
	(d)	any applicable industry code, guidance, policy or standard which, in each case, is enforceable by law; or
	(e)	any applicable direction, policy, rule or order that is legally binding on HSBC and/or any other HSBC Group Member and that is made or given by any Regulator;

in so far as such Law relates to the performance of the parties’ obligations under this Agreement or in connection with the provision of the Services under this Agreement, and Legal shall be construed accordingly;

Learning Annual Report means a report summarising the contribution of HSBC's learning function during the year, including a review of HSBC performance versus targets;

Learning Complexity Levels (Low Complexity, Medium Complexity and High Complexity) means the categorisation of learning into three levels of complexity (Low, Medium and High) to quantify the average level required to create one hour of finished product, so that it can be associated with a cost of production expressed as a rate per hour as outlined in Appendix 3-C (Learning Complexity Levels);

Learning Delivery Schedule means a template that captures the Course code, Academy, Course delivery method, Curriculum, Course name, date, location, instructor details and minimum and maximum Class capacity; 

Learning Design Project means a project to design and develop learning content which can take the form of one or more e-learning Courses or the materials used in the delivery and support of an instructor led Course delivered in a classroom or virtually. Materials include, but are not limited to, instructor guides, or learner guides, MS Power Point presentations, job aids, reference material, performance support tools, and audio or video programming; 

Learning Management System (LMS) means the single standard learning management system used for hosting and launching learning objects as well as the administration of instructor led training. It is the system of record for learner transcripts. The current LMS platform is SumTotal (version 8.2);

Learning Strategic Plan means a plan that identifies the key initiatives that will develop and improve HSBC’s learning function and HSBC’s Competency/Capability Framework, as further described in paragraph 3.4.2 of Schedule 3 (Services);

Learning Services Quality Assurance means the processes and checkpoints that the Supplier uses to review and approve Deliverables for the learning services provided by the Supplier, to ensure such Deliverables meet the necessary and expected levels of quality relating to all Services;

Learning Vendors means those vendors of learning services who, historically, have provided such services to HSBC, which may either become Sub-Contractors, as agreed between the parties, or Managed Suppliers;

Licence Terms means the terms set out at Schedule 24 (Licence Terms);

Licensed Areas means those areas within the HSBC Premises as set out in Schedule 16 (HSBC Premises and Facilities) which the Supplier is licensed to access and/or use in accordance with the provisions of clause 10.9 (HSBC Premises and HSBC Systems);

Licensed HSBC Systems means those HSBC Systems as set out in Schedule 17 (HSBC Contracts) which the Supplier is licensed to access and/or use in accordance with the provisions of clause 10.9 (HSBC Premises and HSBC Systems);

Liquidated Damages means the amounts calculated in accordance with Schedule 2 (Transition and Transformation);

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Liquidated Damages Period means the period specified as such in Schedule 2 (Transition and Transformation), being the period of delay for which Liquidated Damages are payable;

Local Services Agreement means an agreement entered into by an HSBC Group Member and the Supplier or Supplier Affiliate substantially in the form set out in Schedule 23 (Local Services Agreement) including all Schedules and Appendices thereto;

Local Transition End Date means the date specified in a Local Services Agreement, by which Transition shall have been completed by the Supplier and Accepted by HSBC and the Supplier commences the provision of the Services in the relevant Country;

Local Transition Plan means the Detailed Local Transition Plan, or where this has not yet been agreed, the Outline Local Transition Plan;

Loss or Losses means all losses, liabilities, damages, costs, claims and expenses (including legal fees on a full indemnity basis and other professional advisers’ fees, and disbursements and costs of investigation, litigation, settlement, judgment, interest, penalties and remedial actions);

Maintenance means the day to day review of and updates to an existing Course;

Managed Contracts means the contracts identified in Appendix 3-C (Managed Suppliers and Managed Contracts), as may be updated from time to time, which are managed by the Supplier in accordance with this Agreement;

Managed Supplier means a Third Party Supplier identified in Appendix 3-C (Managed Suppliers and Managed Contracts), as may be updated from time to time, whose relationship with HSBC is managed by the Supplier in accordance with this Agreement;

Master Services Agreement means the body of this document comprising clauses 1 (Definitions and Interpretation) to 39 (General) (inclusive) together with the Recitals, Schedules, Appendices, any Service Requests and any documents incorporated by reference, including the Procedures Manual but excluding any Local Services Agreements;

Master Services Integrator (MSI) shall be as described in paragraph 2.3.1 of Schedule 3 (Services);

Milestone Payments means the payments to be made by HSBC to the Supplier on receipt of a valid invoice as further described in paragraph 4.3 and Appendix 5-D to Schedule 5 (Charges);

Minimum Service Level means minimum threshold level of performance against a particular Service Level that HSBC will tolerate, below which will automatically result in the incurring of the maximum number of Service Credit Points which could potentially accrue in respect of such Service Level, as identified as such in Appendix 4-A (Service Level Table);

New means the end to end design and development of a "new" Course or the re-design and re-engineer of an existing Course where over 40% of the content requires changes;

New Entity has the meaning given to it in clause 8.1;

Onsite Personnel means Supplier Personnel whose normal working location is any one or more HSBC Premises;

Original Expiry Date means three (3) years from the Signature Date;

Outline Global Transformation Plan means the high level global plan for Transformation, set out at Appendix 2-C (Global Outline Transformation Plan) to Schedule 2 (Transition and Transformation);

Outline Global Transition Plan means the high level global plan for Transition, set out at Appendix 2-A (Global Outline Transition Plan) to Schedule 2 (Transition and Transformation);

Outline Local Transition Plan means the high level plan for local Transition in a particular Country, as set out in the relevant Local Services Agreement;

Part Termination means a partial Termination;

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Part Termination Date means the date of a Part Termination or the partial expiry of this Agreement;

Pass-Through Charges shall have the meaning attributed to it in paragraph 2.2.5 of Schedule 5 (Charges);

Project Days shall have the meaning attributed to it in paragraph 10.1 of Schedule 5 (Charges);

Procedures Manual means a manual documenting all operational and technical procedures, processes, specifications, designs, scripts, standards (including security and confidentiality standards and procedures) and other information relevant to the delivery of the Services, in sufficient detail to enable appropriately skilled personnel from HSBC any other HSBC Group Member or a third party acting on behalf of HSBC Party and/or any other HSBC Group Member, to understand, operate and perform the operational and technical requirements for the performance of the Services;

Project means:

	(a)	a discrete piece of work which is outside the scope of the Services described in Schedule 3 (Services); or
	(b)	learning design or learning delivery work pursuant to Schedule 3 (Services),

carried out by the Supplier on behalf of HSBC and/or any other HSBC Group Member;

Project Deliverable means a deliverable relating to a Project identified as such in the relevant Service Request;

Project Library means an on-line library of Documentation and other information relating to this Agreement, access to and maintenance of which is described in clause 14 (Project Library and Procedures Manual);

Project Plan means a detailed plan agreed pursuant to a Service Request and used to guide project execution and control of key detailed activities with associated key dates to complete the work required in relation to with the proposed learning solution, as identified in the Service Request;

Project Services means those Services that relate to the delivery of a Project pursuant to a Service Request which may be required and performed in accordance with clauses 5.3(e) and 5.3(f);

Reasonable Endeavours means making every effort that the party concerned reasonably can, consistent with the objective to be achieved and that it would have taken had it needed to achieve the desired outcome for its own business purposes (and taking into account any timescale within which it is aimed to achieve the objective concerned), including the following:

	(a)	the allocation and use of a reasonable amount of resources (including manpower, financial and other appropriate terms) to achieve the relevant objective within any applicable timescale;
	(b)	obtaining any further information necessary to achieve the relevant objective within any applicable timescale; and
	(c)	co-operating with the other party or with others to the extent necessary to achieve the relevant objective within any applicable timescale;

Re-align means the re-design and re-development of an existing Course where up to 10% of the Course content requires changes;

Re-engineer means the re-design and re-development of an existing Course and/or merging existing Courses into a New Course where over 10% but no more than 40% of the content requires changes;

Regulator means any person or professional body having regulatory, supervisory or governmental authority (whether under a statutory scheme or otherwise) over all or any part of the Services or all or any part of the Supplier's or HSBC's or any other HSBC Group Member's businesses, assets, resources, employees or members or any professional body of which HSBC employees or partners, members, or directors are members and which is relevant to the Services;

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Relevant Authority means a resolution or an authority or statutory body in the relevant jurisdiction with Resolution powers with respect to any HSBC Group Member;

Relevant Charges has the meaning given to it in clause 6.13;

Relevant Transfer Date means each Services Commencement Date , in all cases on which one or more of the Transferring Employee's contracts of employment transfer from HSBC to the Supplier pursuant to Employment Regulations and as acknowledged in paragraph 2.1 of Part 1 of Schedule 7 (Human Resources);

Re-purpose means the change of a Course from one delivery channel to another (for example ILT to e-learning) where existing Course content is already available;

Re-Transfer has the meaning given in paragraph 10.1 in Part 4 of Schedule 7 (Human Resources);

Relief Event means either a failure by HSBC to comply with Schedule 18 (HSBC Responsibilities) or an Event of Force Majeure;

Replacement Services means any services which HSBC or an HSBC Group Member procures in substitution for the Services or part thereof or the removal of such Services from the scope of this Agreement or any Local Services Agreement (as the case may be), whether provided by HSBC itself, any other HSBC Group Member and/or by any third party;

Resolution means a Relevant Authority acting in relation to one or more HSBC Group Members to ensure business continuity, to safeguard assets or effecting an orderly wind-down of all or part of the relevant HSBC Group Member(s), including taking actions which result in:

	(a)	the Resolution Target ceasing to be an HSBC Group Member;
	(b)	a change of management or oversight of the operations of a Resolution Target, restructuring of a Resolution Target, or a transfer of all or part of the assets or business of a Resolution Target to a third party; or
	(c)	the transfer of the Agreement or any Local Services Agreement to a third party;

Resolution Target has the meaning giving in clause 8.5;

Retained Authority means the services over which HSBC will retain full control, as set out in Schedule 19 (Retained Authority);

Savings Initiative(s) shall have the meaning attributed to it in paragraph 2 of Appendix 5-E to Schedule 5 (Charges);

SCORM Packages means e-learning content Deliverables designed to meet the SCORM Standards; 

SCORM Standards means the collection of standards and specifications for web-based e-learning known as the 'Sharable Content Object Reference Model' (SCORM) and which defines communications between client side content and a host system (called the run-time environment, and is commonly supported by a learning management system;

Security of Employment Policy means HSBC's or any other HSBC Group Member's Security or Employment Policy in place from time to time;

Service Credits means a credit against the Charges made in accordance with the provisions of Schedule 4 (Service Levels and Service Credits);

Service Credit Points or SCPs means the accrual of points for non-performance against the Service Levels, by which means the Supplier's obligation to provide Service Credits to HSBC will be calculated.

Service Failure means any failure by the Supplier to perform the Services in accordance with this Agreement, including any failure to meet any Service Level;

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Service Level means a level of performance or delivery of the Services (or part thereof) specified in Schedule 4 (Service Levels and Service Credits);

Service Management Charges has the meaning given to it in paragraph 2.2.1 of Schedule 5 (Charges);

Transformation Charges has the meaning given to it in paragraph 2.2.2 of Schedule 5 (Charges);

Service Recipient has the meaning given to it in clause 2.3(c);

Service Records shall have the meaning given to it in clause 37.2;

Service Request means an order for Project Services in the form of the template Service Request set out in Appendix 11-A to Schedule 11 (Projects) or in such other form as is agreed by the parties from time to time;

Services means all or, as the context requires, any of the obligations of the Supplier under or in connection with this Agreement and any Local Services Agreement, including the provision of the services (including, for the avoidance of doubt, the Transition Services and the Transformed Services) as set out, described or referenced in Schedule 2 (Transition and Transformation) or Schedule 3 (Services), and where the context permits, obligations and activities in connection with Transition and Transformation, the Deliverables and Documentation;

Services Commencement Date means the date set out in the relevant Local Services Agreement on which the Supplier shall commence the provision of the Services in accordance with this Agreement (being those learning services described in Schedule 3 (Services) or any equivalent sections of a Local Services Agreement and which, for the avoidance of doubt, shall not be the date on which the Transition Services or Transformation, as described in Schedule 2 (Transition and Transformation) or equivalent sections of a Local Services Agreement) shall commence;

Signature Date means the date of execution of this Agreement as set out at the beginning of this Agreement;

Site(s) means the physical location(s) from which the Supplier performs any Services as set out in each Local Services Agreement;

SME Collaboration Tool means an online tool provided by the Supplier that allows SMEs to review learning content in various stages of production and enter comments, proof read, or enter approval for use in the next stage of development or to authorise release to production;

Software means any software, computer program or programming code (including Source Code and object code) and related Documentation, including any modifications and enhancements to the software and/or the Documentation;

Software Licences means any licence or other permission relating to the use of Third Party Software;

Solution Centres means the HSBC learning specialists who define, articulate and set standards for globally applicable and consistent learning content in leadership, management, induction and risk that crosses multiple regions, global businesses and functions;

Source Code means the Software source code together with the technical documentation used in creating the executable version of the Software and other documentation which a reasonably skilled IT professional would require to install, operate, maintain and develop the relevant Software;

Step-In Right has the meaning given to it in clause 5.8(b)(i);

Step-In Third Party has the meaning given to it in clause 5.8(b)(i);

Storyboard means a document describing the screens in an e-learning activity;

Sub-Contractor means any third party from time to time providing goods (including Third Party Software) and/or services to the Supplier in connection with the performance of the Services, including:

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	(a)	the Supplier's contractors, sub-contractors and agents;
	(b)	each Approved Sub-Contractor, its contractors, sub-contractors and agents; and
	(c)	any Supplier Affiliate, its contractors, sub-contractors and agents,

Subject Matter Expert (SME) means an individual or individuals assigned to a learning project by HSBC who shall provide relevant content and context, business language validation and business process and policy expertise from a HSBC perspective;

Successor Supplier means any service provider which is to succeed the Supplier, or any Supplier Affiliates, in the provision of the Services or any of them following the termination or part termination of this Agreement, or the removal of such Services from the scope of this Agreement (as the case may be), whether provided by HSBC, any other HSBC Group Member and/or by a third party;

Supplier Affiliate means (1) the Supplier and any entity which from time to time is the Supplier's ultimate holding company or a subsidiary of such ultimate holding company and (2) any entity over which from time to time any of the entities defined in paragraph (1) of this definition either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented by law from owning a greater shareholding;

Supplier BCDR Representative has the meaning given to it in paragraph 6.1 of Schedule 15 (Disaster Recovery);

Supplier Contracting Party has the meaning given to it in clause 2.3(b) (Engagement);

Supplier Intellectual Property means Intellectual Property which is owned by the Supplier, and/or any Supplier Affiliate;

Supplier Obligations has the meaning given to it in clause 2.3(a);

Supplier Personnel means all employees, agents, consultants, contractors and other representatives of the Supplier any Supplier Affiliate and their respective Sub-Contractors who are involved, or proposed to be involved, in the provision of the Services;

Supplier Systems means all Software, hardware, plant, machinery, media, cabling and other equipment which is used by the Supplier, any Supplier Affiliate or their Sub-Contractors in connection with the Services excluding the HSBC Systems;

Supplier Third Party Intellectual Property means Third Party Intellectual Property that is licensed to the Supplier and/or any Supplier Affiliate;

Supplier Transformation Manager means the Supplier Personnel who is responsible for managing Transformation on behalf of the Supplier;

Supplier Transition Manager means the Supplier Personnel who is responsible for managing Transition on behalf of the Supplier;

Support Contract means any contract between the Supplier and any third party (including, for the purposes of this definition, any Supplier Affiliate), including but not limited to any supplier of services or Software, which is used during the term of this Agreement in the performance of, or to support the performance of Services;

Target Acceptance Date means the date on which Acceptance is due to occur in relation to a Deliverable and/or provision of a particular aspect of the Services in accordance with the relevant Service Request;

Termination means, for the purpose of Schedule 7 (Human Resources), termination of this Agreement pursuant to clauses 25 (Force Majeure), 24.1 (Termination by HSBC), or 24.2 (Termination by the Supplier);

Termination Date means, for the purpose of Schedule 7 (Human Resources), the date of a Termination or the expiry of this Agreement;

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Termination Period means the period of twelve (12) months from the earlier of the date that either party serves a valid notice of termination in accordance with the provisions of this Agreement or when Termination Services are required to be commenced by HSBC;

Termination Services means the termination services set out in Schedule 13 (Exit Management), including the Continuation Services;

Termination Services Fees means the amounts payable for the Termination Services (or any part thereof) as set out and/or calculated in accordance with Schedule 5 (Charges);

Test and/or Testing means those various tests (including the Supplier's internal tests) described in paragraph 7 of Schedule 2 (Transition and Transformation) and the Test Strategy Document (and as further detailed in the testing plans that shall be agreed between the parties);

Test Strategy Document means the document which sets out the various Tests that will be conducted by the parties for the purpose of Transition and Transformation and contains the process that shall be used in carrying out such steps, to be developed in accordance with paragraph 7.2 of Schedule 2 (Transition and Transformation);

Third Party Contract means any contract between the Supplier or a Supplier Affiliate and a third party relating to the Services (or any part thereof);

Third Party Intellectual Property means Intellectual Property which is not HSBC Intellectual Property or Supplier Intellectual Property;

Third Party Software means any Software used or required to be used in the provision of the Services, the Intellectual Property Rights in which are owned by a party other than HSBC any other HSBC Group Member, the Supplier or any Supplier Affiliate;

Third Party Supplier means any supplier of goods or services to HSBC or any other HSBC Group Member other than the Supplier or any Supplier Affiliate;

Transformation means the planning for and implementation of the transformation by the Supplier of the method of delivery of the Services, as set out and conducted in accordance with the provisions of Part 2 of Schedule 2 (Transition and Transformation) and the Transformation Plan;

Transformation Cut-Over Date means 1 August 2014, being the date by which the Supplier shall have completed Transformation in accordance with Part 2 of Schedule 2 (Transition and Transformation) and the Transformation Plan;

Transformation Deliverables means the Deliverables described as such by HSBC and set out in Appendix 2-C to Schedule 2 (Transition and Transformation) and the Global Transformation Plan and/or any Local Transformation Plans, as applicable;

Transformation Milestone means the Milestone(s) identified as such by HSBC and as set out in Appendix 2-C to Schedule 2 (Transition and Transformation) and the Global Transformation Plan and/or any Local Transformation Plans, as applicable;

Transformation Plan means the Detailed Transformation Plan, or where this has not yet been agreed, the Outline Transformation Plan;

Transition means the planning for and implementation of the transition of the services and functions similar to the Services from HSBC any other HSBC Group Members and/or their respective suppliers, to the Supplier, as set out and conducted in accordance with the Transition Plan and Part 1 of Schedule 2 (Transition and Transformation);

Transition Deliverables means the Deliverables described as such by HSBC and as set out in Appendix 2-A to Schedule 2 (Transition and Transformation) and the Global Transition Plan and/or any Local Transition Plans, as applicable;

Transition End Date meansthe date on which Transition and Transformation has been completed and the Supplier continues provision of the Services;

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Transition Milestones means the Milestone(s) identified as such by HSBC and as set out in Appendix 2-A to Schedule 2 (Transition and Transformation) and the Global Transformation Plan and/or any Local Transition Plans, as applicable;

Problem means the underlying cause of one or more Incidents;

Transition Plan means the plan agreed between HSBC and the Supplier for Transition as set out in Schedule 2 (Transition and Transformation);

Transition Services means the services and activities related to Transition, as described in Part 1 of Schedule 2 (Transition and Transformation);

Upper Quartile means that based on an analysis of Equivalent Services Data the Charges for the Benchmarked Services, as compared to the range of prices for Comparable Services, are within the top twenty five per cent (25%) in terms of best value for money for the recipients of Comparable Services.

Working Day means, in the case of a Local Services Agreement, a day on which normal business is conducted and excluding bank and other public holidays in the relevant Country, or in any other circumstance, Monday to Friday inclusive but excluding bank and other public holidays in England and Wales; and

Year means a period of twelve (12) months commencing on (and including) the Signature Date and each anniversary thereof.

	2.	General
	2.1	Guarantee

The Supplier warrants that the Guarantee has been duly executed and delivered to HSBC on or before the Signature Date.

2.2 Due Diligence

(a) The Supplier agrees, acknowledges and confirms that it:

	(i)	has had the opportunity to carry out a through due diligence exercise in relation to the Services;
	(ii)	has raised all relevant due diligence questions with HSBC before the Signature Date;
	(iii)	has received all information from HSBC and the HSBC Group Members that has been requested by it pursuant to clause 2.2(a)(ii), in order to enable it to determine whether it is able to provide the Services in accordance with the terms of the Agreement; and
	(iv)	has entered into the Agreement in reliance on its own due diligence alone and has not relied on any representation, warranty, condition or other term, express or implied statutory or otherwise (including as to condition, quality, performance or fitness for purpose), save for those expressly provided in this Agreement and those which cannot be prohibited by law,

and, accordingly, the Supplier shall not be entitled to conduct any additional due diligence after the Signature Date or review or amend the Charges or any other commitments arising from, or related to, any due diligence exercise conducted before the Signature Date, or any desire to undertake additional due diligence thereafter.

2.3 Engagement

(a) This Agreement creates a contractual framework between HSBC and the Supplier under which the Supplier and Supplier Affiliates shall deliver services to HSBC and the HSBC Group Members. 

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	(b)	The Supplier agrees that at any time during the term of this Agreement HSBC or any of the HSBC Group Members (the HSBC Contracting Party) may order the provision of services from the Supplier or the Supplier Affiliates (the Supplier Contracting Party) by executing a Local Services Agreement which shall be governed by, and incorporate, this Agreement and shall set out where compliance with local mandatory laws require specific provisions to be adhered to and/or to allow the parties to take into account local taxes only. The Supplier shall procure that the Supplier Affiliates shall comply with the ordering process and contractual arrangements described in this clause 2.
	(c)	The Supplier acknowledges and accepts that the Services are or may (in each case, at the direction of the HSBC) be provided to or for the benefit of:

	(i)	the HSBC Group Members; and
	(ii)	any other third party that:

	(A)	is receiving services from, or is performing services for HSBC and who HSBC reasonably needs to extend any aspect of the benefit of the Services; and/or
	(B)	is affected by the receipt of the Services; and/or
	(C)	the parties agree in writing will receive the Services,

together, the Service Recipients. Such Service Recipients shall have the benefit of the rights including but not limited to licences (subject to any applicable obligations) of HSBC under the Agreement.

(d) Each Local Services Agreement, upon execution, constitutes a separate legal agreement between the HSBC Contracting Party and the Supplier Contracting Party in relation to the particular transaction for the provision of Services and Deliverables described therein, incorporating by reference all of the provisions of this Agreement save as may expressly be agreed to the contrary in such Local Services Agreement (with all references in this Agreement to "the Supplier" being deemed to be references to the Supplier Contracting Party, as appropriate and with all references in this Agreement to HSBC being deemed to be references to the HSBC Contracting Party, as appropriate, excluding, however, those provisions which by their context are intended to apply solely to the operation of this Agreement and not an individual Local Services Agreement). GP Strategies Managed Services Limited as signatory to this Agreement shall however remain jointly and severally liable for all liabilities of the Supplier Contracting Party (or any Sub-Contractor, to the extent that any Local Services Agreement is entered into directly by a Sub-Contractor as opposed to a Supplier Affiliate) otherwise arising in connection with a Local Services Agreement. 

3. teRM

3.1 Commencement Date and Term

	(a)	This Agreement shall come into force on the Signature Date and shall continue in full force and effect for a period of three (3) years thereafter unless and until terminated earlier in accordance with the provisions of clause 24 (Breach, Termination and Exit).
	(b)	Each Local Services Agreement commences on its respective signature date and, subject to earlier termination or to extension in accordance with this Agreement, continues in force until 23:59 on the Original Expiry Date.

3.2 Renewal Options and Process

HSBC has the option at its discretion to extend the term of this Agreement for an additional period of two (2) years by serving written notice on the Supplier no later than six (6) months prior to the Original Expiry Date. On service of such notice the term of this Agreement shall be extended for the two (2) year period confirmed in such notice, expiring at 23:59 on the Extended Expiry Date, upon the terms and conditions which apply immediately prior to the Original Expiry Date.

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4. THIRD PARTY CONTRACTS, Asset Transfer, TRANSITION AND TRANSFORMATION

4.1 Third Party Contracts

The Supplier shall comply with the provisions of Schedule 20 (Third Party Contracts).

4.2 Asset Transfer

The parties acknowledge that no Assets will be transferred to the Supplier on or immediately following the Signature Date.

4.3 Inscope Employees

The arrangements for Inscope Employees are set out in Schedule 7 (Human Resources), and the parties shall comply with their respective obligations in Schedule 7 (Human Resources).

4.4 Assets and Asset Management

	(a)	HSBC shall make available to the Supplier the HSBC Assets identified in Schedule 16 (HSBC Premises and Facilities). The Supplier acknowledges and agrees that ownership of the HSBC Assets listed in Schedule 16 (HSBC Premises and Facilities), together with the Intellectual Property Rights and all other rights in respect thereof, is retained by HSBC, other relevant HSBC Group Members or third party licensor (as applicable). The Supplier's right to use the HSBC Assets shall terminate automatically upon termination or expiry of this Agreement.
	(b)	The Supplier shall be responsible for performing the Services to the applicable Service Levels and for performing all other relevant obligations under this Agreement irrespective of whether or not the Assets are HSBC Assets.
	(c)	Where the Supplier uses HSBC Assets, the Supplier shall comply with any and all instructions, conditions and requirements in respect thereof, as set out in this Agreement or otherwise notified in writing to the Supplier by HSBC from time to time.
	(d)	Except as set out in this Agreement or in any instruction provided pursuant to clause 4.4(c), the Supplier shall not, and shall procure that each Supplier Contracting Party shall not, use HSBC Assets or any part of any of them other than for the performance of this Agreement.
	(e)	The Supplier shall not sell, transfer, replace or otherwise dispose of any Assets other than with HSBC's prior written consent.
	(f)	The Supplier shall compile and maintain a complete and up-to-date Asset Register. The Supplier shall provide to HSBC an updated copy of the Asset Register on the Service Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement and at six (6) monthly periods after such date, and at any other time as HSBC may reasonably request. In any event, the Supplier shall provide HSBC with an updated copy of the Asset Register on service of any notice to terminate this Agreement or six (6) months prior to expiry. A copy of the latest and all previous versions of the Asset Register shall be included by the Supplier in the Project Library.

4.5 Transition and Transformation

(a) The Supplier shall comply with its obligations in relation to Transition and Transformation so that the Supplier can:

	(i)	take full control and responsibility for the Transition Services from the Signature Date; and
	(ii)	complete Transformation and commence provision of the relevant Services by the Transformation Cut-Over Date,

in accordance with Schedule 2 (Transition and Transformation) and Schedule 3 (Services). For the avoidance of doubt, Schedule 2 (Transition and Transformation) shall apply to the initial transfer of the Services to the Supplier and to any subsequent transfer of Services to the Supplier pursuant to this Agreement. 

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	(b)	The Supplier shall achieve the Key Milestones (including by satisfying all applicable Acceptance Criteria) by the applicable Key Milestone Dates.
	(c)	The Supplier shall assume responsibility for the Transition Services and shall comply with its obligations in relation to Transition and Transformation without causing any disruption to the businesses of HSBC or any other HSBC Group Member.
	(d)	If a Key Milestone is not achieved by the applicable Key Milestone Date, then the Supplier shall take all such additional steps necessary to achieve such Key Milestone as soon as practicable thereafter, and at no extra cost to HSBC or any HSBC Contracting Party, save to the extent that the failure to achieve the Key Milestone by the applicable Key Milestone Date arises as a direct result of a breach of this Agreement by HSBC or a Relief Event, in which case specified costs may be payable in accordance with clause 4.5(g)(i)(B).
	(e)	Save where a Relief Event occurs or clause 4.5(g) applies, if the Supplier fails to achieve a Key Milestone by the applicable Key Milestone Date:

	(i)	the Supplier shall pay to HSBC the applicable Liquidated Damages, if any, for the applicable Liquidated Damages Period;
	(ii)	the parties agree that the Liquidated Damages are fair and reasonable in all the circumstances and represent a genuine pre-estimate of the likely Losses that HSBC are likely to suffer as a result of the failure to achieve the relevant Key Milestone by the applicable Key Milestone Date; and
	(iii)	if the Key Milestone has not been achieved by the end of the applicable Liquidated Damages Period, this shall be deemed to be a material breach of this Agreement which is not capable of remedy, and HSBC shall be entitled to claim damages for any Losses incurred in respect of any delay after the end of the applicable Liquidated Damages Period and/or to terminate this Agreement and/or any Local Services Agreement in whole or part in accordance with clause 24.1 (Termination by HSBC).

	(f)	Where, in accordance with Schedule 5 (Charges), the Charges are to be reduced on the achievement of a Key Milestone then, notwithstanding the failure by the Supplier or the Supplier Affiliate to achieve the Key Milestone by the applicable Key Milestone Date, with effect from the Key Milestone Date the reduced Charges shall apply as if the relevant Key Milestone had been achieved on the Key Milestone Date, save and to the extent that any failure to achieve the Key Milestone by the applicable Key Milestone Date is directly attributable to a Relief Event or breach of this Agreement, in which case the reduction in the Charges shall be delayed by a period commensurate to the delay directly caused by the Relief Event or such breach.
	(g)	Without prejudice to clause 4.5(d), if the Supplier would have been able to achieve a Key Milestone by the applicable Key Milestone Date but has failed to do so (or is likely to do so) as a direct result of a breach of this Agreement by HSBC or as a direct result of a breach of a Local Services Agreement, if any, in force at the relevant time and relevant to the achievement of the Key Milestone by an HSBC Contracting Party or a Relief Event, then subject to, and pre-conditional upon, the Supplier's compliance with clause 17.2, the following provisions shall apply:

(i) subject to clause 4.5(g)(ii), the Supplier shall be entitled to:

(A) an extension of time equal to the period of delay caused as a direct result of such breach by HSBC or HSBC Contracting Party (as the case may be) or such Relief Event; and

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(B) recover from HSBC or HSBC Contracting Party (as the case may be) its reasonable costs incurred directly as a result of such breach by HSBC or HSBC Contracting Party (as the case may be) or such Relief Event, for any additional, appropriately skilled resources as are necessary to bring Transition or Transformation (as applicable) back on track, subject always to providing evidence to HSBC's satisfaction of such costs having been validly and properly incurred;

(ii) HSBC shall:

	(A)	consider the duration of the delay caused as a direct result of the breach by HSBC or HSBC Contracting Party (as the case may be) or Relief Event, the nature of the breach or Relief Event and the effect of such delay, Relief Event and the breach on the Supplier’s ability to achieve the relevant Key Milestones;
	(B)	consult with the Supplier in determining the effect of such delay;
	(C)	if HSBC acting reasonably in its discretion considers it appropriate, revise the relevant Key Milestone Date impacted as a direct result of the breach by HSBC or HSBC Contracting Party (as the case may be) or Relief Event; and
	(D)	if HSBC acting reasonably in its discretion considers it appropriate, accept any consequential revision to subsequent Key Milestones;

	(iii)	without prejudice to clause 4.5(g)(ii)(C) or (D), any change that is required to the Key Milestone Dates pursuant to clause 4.5 shall be implemented in accordance with the Change Procedure;
	(iv)	the Supplier shall and shall procure that each Sub-Contractor shall take and continue to take all reasonable steps to eliminate or mitigate any losses and/or expenses that it incurs as a result of a Relief Event or a breach of this Agreement by HSBC or breach of any Local Services Agreement in force at the relevant time and relevant to the achievement of the Key Milestone, by an HSBC Contracting Party; and
	(v)	the rights and remedies set out in this clause 4.5(g) shall be the exclusive rights and remedies of the Supplier in the event that the Supplier fails to achieve a Key Milestone Date as a result of a Relief Event or a breach of this Agreement by HSBC or breach of a Local Services Agreement in force at the relevant time and relevant to the achievement of the Key Milestone, by an HSBC Contracting Party.

4.6 Commencement Dates

(a) The Supplier shall, and shall procure the Supplier Contracting Parties shall:

	(i)	subject to clauses 4.6(a)(ii) and 4.6(a)(iii), provide the Services with effect from the relevant Services Commencement Date(s);
	(ii)	provide the Transition Services with effect from the Signature Date; and
	(iii)	provide the relevant Services (as specified in Schedule 3 (Services) with effect from the Transformation Cut-Over Date.

(b) Upon the Supplier becoming aware that it or any Supplier Contracting Party will not be able to commence the relevant Services in accordance with clause 4.6(a), it shall notify HSBC and the relevant HSBC Contracting Party of such anticipated failure as soon as possible in advance of such failure and advise of the steps it is taking to rectify such failure.

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(c) When the Supplier reasonably believes that it or any Supplier Contracting Party is ready to commence the relevant Services in accordance with clause 4.6(a), it shall notify HSBC and the relevant HSBC Contracting Party in writing.

5. SERVICES

5.1 Services Objectives

(a) The parties agree that they are entering into this Agreement in order to realise the following benefits for HSBC:

	(i)	to ensure the delivery of services to a high standard, at a competitive price and in a manner that improves flexibility for HSBC and creates predictability in the price for those services;
	(ii)	to ensure that the relationship between the parties will be able to embrace change in each party's respective business organisation and to share the benefits of any such change;
	(iii)	to ensure that HSBC and/or other HSBC Group Members are able to assess the impact of change on price for predictable business and other changes over the term;
	(iv)	to ensure that this Agreement incentivises the design and delivery of strategic value for HSBC and other HSBC Group Members;
	(v)	to ensure that this Agreement creates an open and effective partnership and dialogue between the parties; and
	(vi)	to ensure that the Supplier is incentivised to deliver the Services in accordance with this Agreement and to the agreed standards and metrics.

5.2 Non-Exclusive Appointment

	(a)	HSBC hereby appoints the Supplier, and the Supplier unconditionally accepts such appointment, as the non-exclusive provider of the Services, or services similar to the Services, to HSBC and other HSBC Group Members.
	(b)	HSBC and/or any other HSBC Group Member may, at any time, perform itself or retain third parties to perform the Services (or any part thereof) and/or any services related to the Services.
	(c)	The parties intend to move towards a “best of breed” solution and therefore HSBC reserves the right to require the Supplier to source solutions from other suppliers.
	(d)	HSBC shall be free to allow business units of HSBC and other HSBC Group Members to benefit from the Services.

5.3 Services

	(a)	Subject to clauses 4.6(a)(ii) and 4.6(a)(iii), the Supplier shall provide the Services for the benefit of HSBC and each HSBC Group Member from the Services Commencement Date so as to achieve the objectives described in clause 5.1 (Services Objectives) and the Service Levels.
	(b)	The Services include the following key Service elements:

	(i)	the Services which are described in Schedule 3 (Services); and
	(ii)	Project Services as may be required, delivered and performed in accordance with clauses 5.3(e) and 5.3(f).

(c) The Supplier shall, and shall procure the Supplier Contracting Party shall, provide the following as part of the Services:

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	(i)	any services, functions and responsibilities (including any incidental service, functions or responsibility) not specified in this Agreement but reasonably required for or related to the proper performance and provision of the Services; and
	(ii)	any services and functions that HSBC can reasonably demonstrate were provided by, the Transferring Personnel and/or any third party whose contract with HSBC or a HSBC Contracting Party is to be assigned or novated to the Supplier in connection with the Services in the six (6) months prior to the Signature Date and thereafter in the period continuing up to and including the Services Commencement Date in respect of the final Local Services Agreement to be entered into pursuant to the Agreement.

(d) The Supplier shall:

	(i)	perform the Services from the Sites specified in Schedule 3 (Services); and
	(ii)	not relocate the origination or destination of any of the Services either from a Site or within any Site without obtaining HSBC's prior written consent.

	(e)	Project Services may be required by HSBC to be delivered at any time using the procedures set out in Schedule 11 (Projects). The particular provisions relating to In Progress Projects are set out in Schedule 11 (Projects).
	(f)	The Supplier shall perform Projects in accordance with the relevant Service Request. Service Requests shall be deemed to be part of this Agreement and shall be performed in accordance with and subject to the terms and conditions of this Agreement.
	(g)	HSBC will retain full control over any part of the Services that are within the Retained Authority.

5.4 Service Standards

(a) The Supplier shall perform its obligations under this Agreement and any Local Services Agreement (and will, in particular, provide the Services) in accordance and compliance with the following (which are not listed in any order of precedence):

	(i)	Best Industry Standards;
	(ii)	HSBC Policies and Procedures;
	(iii)	HSBC CSR Guidelines to the extent applicable to the Supplier;
	(iv)	the security standards and requirements set out and otherwise referred to in clause 13 (Supplier's Security Obligations); and
	(v)	to the extent not in conflict with any of the above, its own standard approaches, guidelines, methodologies and procedures.

	(b)	In the event of any conflict between the requirements referred to in clause 5.4(a), the Supplier will draw such conflict to the attention of HSBC and will abide by HSBC’s reasonable determination as to the manner in which such conflict is to be resolved.
	(c)	The Supplier shall procure, maintain and observe all Approvals required in all Countries to provide the Services and shall, in performing its obligations under this Agreement, comply with all applicable Laws and, to the extent required for and related to the proper performance of the Services and its obligations under this Agreement, perform the Services in such a way that enables HSBC and other relevant HSBC Group Member's at all times to comply with applicable Laws. The Supplier shall monitor any proposed changes to Laws, develop plans to accommodate such changes and notify HSBC of such plans together with details of the changes to Laws.
	(d)	Acceptance or approval communicated by HSBC relating to the delivery or performance of the Services or any delay or omission to communicate such approval or acceptance shall not relieve the Supplier of its obligations to perform in accordance with this Agreement.

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(e) The Supplier shall:

	(i)	notify HSBC immediately on becoming aware of any breach or suspected breach by the Supplier or any Sub-Contractor, of any Laws, provide HSBC and other relevant HSBC Group Members with such assistance as they may require to investigate such allegations and correct any breach, and on HSBC's request, do all such things as are reasonably necessary at the Supplier's own cost in order to minimise the impact of such breach; and
	(ii)	not do or omit to do anything that would cause HSBC or any other HSBC Group Member to be in breach of any Laws.

	(f)	The Supplier shall not, and shall procure that the Supplier Contracting Party and the Supplier Affiliates shall not, solicit or accept bribes, commissions or other financial inducements in relation to the Services, nor shall it do any act or thing nor permit any situation to arise, whereby the Supplier, Supplier Contracting Party or Supplier Affiliates knowingly or negligently permits an undisclosed conflict to be created between the interests of HSBC, and/or any other HSBC Group Member on the one hand and the Supplier, Supplier Contracting Party or any Supplier Affiliates on the other hand. In particular, where the provision or planning of Services involves the selection of, or advice upon the selection of, alternative courses of action (including refraining from a particular course of action) or the acquisition, or advice upon the acquisition of goods, services and rights, the Supplier, Supplier Contracting Party, and Supplier Affiliates shall make such selection or acquisition or give such advice in an impartial, independent and unbiased manner and in the best interests of HSBC and other HSBC Group Members, irrespective of the interests of the Supplier or any benefit to the Supplier, Supplier Contracting Party or any Supplier Affiliate arising directly or indirectly from such selection or acquisition.
	(g)	The Supplier shall require that each of its Sub-Contractors and all the Supplier Personnel observe the obligations set out in this clause 5.4.
	(h)	The Supplier acknowledges that failure to perform the Services in accordance with this Agreement may have a material adverse impact on the business and operations of HSBC and/or any other HSBC Group Member.
	(i)	The Supplier recognises that its provision of Services may be impacted by, and may impact upon, HSBC's relationships with its Regulators. The Supplier shall provide HSBC with all such assistance as HSBC may reasonably require in order to enable it to maintain compliance with its obligations to such Regulators (which shall include good faith negotiation of any consequential amendments to this Agreement and its underlying structure, should that be required by a Regulator). The Supplier shall, in particular, also participate in any discussions or meetings with any Regulator where reasonably required by HSBC in connection with the Services being provided.

5.5 Service Levels

The Supplier shall, at all times, provide each Service for which a Service Level has been agreed to achieve or exceed the applicable Service Levels.

(a) Where a Service Level is not set out in Schedule 4 (Service Levels and Service Credits), then during the period from the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement until the date (if any) on which a replacement Service Level is agreed in respect of the Service in question, the applicable Service Level shall be that achieved prior to that Services Commencement Date. However, the Supplier shall use its Best Endeavours to ensure that the relevant Service is delivered to a standard that is consistent with Best Industry Standards where this would result in a higher service level. 

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	(b)	In the event that existing Services are varied and/or new Services are added to this Agreement, or where HSBC wishes to impose a service level on a Service not previously subject to a Service Level, the parties will agree the Service Levels which will apply to the Services in question in accordance with clause 5.7 (Continuous Improvement) and the procedures set out in Schedule 4 (Service Levels and Service Credits).
	(c)	If the Supplier fails to perform its obligations set out in this Agreement including any Service Failure, the Supplier shall notify HSBC as soon as reasonably practicable of the breach and advise HSBC of the steps that it proposes to take to address the breach consistent with the Supplier's obligation to remedy the failure as a priority at no additional charge to HSBC. In respect of Service Failures, the Supplier shall also:

	(i)	investigate and identify the underlying causes of the Service Failure and provide details of such causes to HSBC;
	(ii)	take whatever action is necessary to minimise the impact of the Service Failure and/or prevent it from recurring;
	(iii)	advise HSBC of the status of remedial efforts being undertaken with respect to the underlying cause of the Service Failure, and regularly keep HSBC so advised; and
	(iv)	correct the Service Failure and resume provision of the Services in accordance with the relevant Service Level and/or other provisions(s) of this Agreement, as applicable.

(d) Without prejudice to HSBC's other rights and remedies of any nature, in the event of a failure under clause 5.5(c):

	(i)	HSBC may require the Supplier to re-perform the Services in accordance with a Service Level; and/or
	(ii)	the Supplier shall pay the appropriate Service Credits; and/or
	(iii)	HSBC may request the re-performance by Supplier , at the Supplier's cost, of the Services in relation to which there was a breach; and/or
	(iv)	HSBC may withhold payment of the Charges relating to the breach until (if capable of remedy) such breach has been remedied; and/or
	(v)	HSBC may arrange, in accordance with clause 5.8(b) (Suspension of Services and Step-In Rights), for performance of the Services in default itself or by a third party.

	(e)	The amount of any Service Credits payable under clause 5.5(d)(ii) will be calculated in accordance with Schedule 4 (Service Levels and Service Credits) in respect of any period and will be recovered by HSBC as a credit against the next invoice which may subsequently be due for issue under this Agreement or, if no such invoice is due, as a debt due by the Supplier.
	(f)	Where a sum is expressed to be payable as a Service Credit, the parties agree that:

	(i)	such sums are a price adjustment to reflect the actual quality of service provided to HSBC and do not represent an estimate of the loss or damage that may be suffered by HSBC in respect of the breach of the Service Levels which gives rise to the Service Credit; and
	(ii)	the crediting of such sums is without prejudice to any entitlement HSBC may have to damages from the Supplier relating to any such failure to achieve the Service Levels.

(g) If at any time the performance of the Services results in the Service Level for a Critical Service falling below the Minimum Service Level, such performance shall be deemed to constitute a material breach which is not capable of remedy, and each HSBC Contracting Party shall be entitled to terminate the Local Services Agreement to which it is a signatory under clause 24.1(b)(i)(D). 

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5.6 Monitoring of Service Levels

The Supplier shall provide records of, and reports summarising, the performance of the Services achieved by the Supplier against the Service Levels as required by Schedule 4 (Service Levels and Service Credits) and Schedule 9 (Governance).

5.7 Continuous Improvement

	(a)	The Supplier agrees and acknowledges that it is committed to the process of continuous improvement in the Services and the Service Levels. Accordingly, the Supplier shall and shall procure all Supplier Contracting Parties shall, keep all Services under review and where, taking into account the factors listed in clause 5.7(b), it is reasonable to conclude either that the Service Level for a Service should be increased to a more demanding level than the Service Level then current, or that a Service not currently subject to a Service Level should become so subject, the Service Level shall be increased, or a new Service Level introduced, as appropriate. Increased or new Service Levels shall be agreed in accordance with the Change Procedure but the Supplier shall not be entitled to any increase in the Charges, or any other form of compensation, in return for agreeing the change pursuant to this clause.
	(b)	The factors referred to in clause 5.7(a) (in order of significance) are:

	(i)	the importance to the business of HSBC and/or other relevant HSBC Group Members that the Service in question is consistently delivered to the Service Level in question;
	(ii)	HSBC Systems and any other infrastructure available to support delivery of the Services; and
	(iii)	the historical achievement of the Service Level in question.

5.8 Performance Management

(a) Performance remedies relating to Deliverables

In the event that any Deliverables do not achieve Acceptance on the Target Acceptance Date, then, without prejudice to HSBC's other rights or remedies, HSBC shall be entitled at its option either to reject the Deliverables and thereupon to be repaid promptly all sums paid (and shall be relieved of any obligation to make payment) under the relevant Service Request or, in the alternative, accept such part of the Deliverables as HSBC at its discretion chooses, subject to an appropriate and proportionate abatement of the Charges and a continuing obligation upon the Supplier to remedy the failure.

(b) Suspension of Services and Step-In Rights

(i) Without prejudice to the provisions of Schedule 4 (Service Levels and Service Credits) or to any other remedy that HSBC may have, where HSBC reasonably believes that the Supplier’s failure to provide a Service to the relevant Service Level or otherwise in accordance with this Agreement may have a material adverse impact on the business of HSBC and any other HSBC Group Member or where HSBC reasonably believes that the Supplier is about to commit such a failure which, if committed, would have such an impact, then HSBC may by giving written notice to the Supplier that it intends to exercise its rights under this clause 5.8(b) (Step-In Right), immediately take such steps itself or engage others (each a Step-In Third Party) to take such steps as it reasonably considers necessary to remedy the circumstances or anticipated circumstances giving rise to the Step-In Right and the Supplier shall:

(A) co-operate fully with HSBC and any Step-In Third Party to facilitate the steps taken;

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	(B)	suspend performance of the Services to the extent that HSBC so requests for the purposes of its exercise of Step-In Rights provided always that, for the avoidance of doubt, the exercise of the Step-In Right shall not excuse the Supplier from its obligation to provide the Services in accordance with this Agreement or be deemed to frustrate or waive performance of that obligation extent to the extent of any suspension;
	(C)	grant and procure that any Sub-Contractor grants HSBC such licences as are reasonably required (for itself or a Step-In Third Party) for the purposes of this clause 5.8(b);
	(D)	afford (and procure that its Sub-Contractors afford) to HSBC such co-operation and access to the following (so far as within the Supplier's control):

	(1)	the Assets;
	(2)	the Documentation and Deliverables;
	(3)	the Supplier Intellectual Property and the Supplier Third Party Intellectual Property;
	(4)	the HSBC Data;
	(5)	the HSBC Premises and the premises used by the Supplier for the provision of the Services;
	(6)	the HSBC Systems and the Supplier Systems; and
	(7)	such other items as are reasonably required for the purposes of this clause 5.8(b); and

(E) reimburse HSBC as a liquidated debt (or, at HSBC’s option, allow by way of deduction from the Charges) costs and expenses properly incurred by HSBC in taking the steps or engaging Step-In Third Parties to take the steps referred to in this clause 5.8(b) and in terminating any engagement of a Step-In Third Party.

	(ii)	Following any exercise of Step-In Rights, the Supplier shall, and shall procure the Supplier Contracting Party shall, be required to put forward proposals to demonstrate to HSBC and the HSBC Contracting Party that it is able to perform its obligations under this Agreement. If the Supplier can at any time demonstrate to HSBC's reasonable satisfaction that it is able to and will remedy the matter giving rise to the Step-In Right or that the matter giving rise to the Step-In Right has been remedied, then HSBC shall as soon as is reasonably practicable (and with effect from the date and time notified by HSBC in writing) terminate the exercise of its Step-In Rights and remove the suspension of the Supplier’s performance of the relevant Services.
	(iii)	If HSBC has exercised Step-In Rights in respect of any Service for a continuous period of thirty (30) Working Days or more, then for the purposes of clause 24.1 this shall be deemed to constitute a material breach of the Supplier’s obligations under this Agreement that has not been remedied within the period specified in that clause.

	6.	CHARGES
	6.1	Schedule 5 (Charges) sets out the Charges payable by HSBC or the relevant HSBC Contracting Party for the Services and the time and the manner of their payment.

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	6.2	In consideration of the performance of the Service, HSBC shall pay the Supplier the Charges as set out in and/or calculated in accordance with Schedule 5 (Charges).
	6.3	Unless otherwise expressly agreed by the parties, the Charges and such other amounts expressed to be payable by HSBC under this Agreement (or applicable Local Services Agreement) shall constitute HSBC's entire payment liability to the Supplier for the Services under this Agreement.
	6.4	If HSBC receives an invoice from the Supplier which it disputes in good faith, HSBC shall notify the Supplier in writing of such dispute as soon as reasonably practicable and HSBC may withhold payment of such sums as are in dispute pending resolution of such dispute in accordance with clause 26 (Disputes).
	6.5	The Supplier shall make available to HSBC on a real-time basis and in a format readily accessible by HSBC, electronic records of all invoices relating to this Agreement, together with monthly statements of invoices paid and outstanding.
	6.6	Invoices shall be rendered to HSBC in arrears on the invoice dates and if correct and undisputed shall fall due and payable to the Supplier forty-two (42) days thereafter.
	6.7	All sums payable under this Agreement are expressed exclusive of value-added tax or any relevant local sales taxes, which the Supplier shall add to such sums in accordance with the relevant local regulations in force at the time of making the relevant taxable supply and which shall only be payable by HSBC after receipt of a valid value-added tax or local sales tax invoice.
	6.8	All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. The Supplier agrees that it shall be responsible for payment of all taxes properly payable by it, including but not limited to, withholding taxes. The Supplier further agrees that, if any deductions or withholdings are required by law to be made from any of the Charges payable, HSBC or the relevant HSBC Group Member (as applicable) may, if required by law, deduct and remit payment of such taxes directly to the applicable taxing authority from the payment due. HSBC or the relevant HSBC Group Member (as applicable) shall, if so required, provide to the Supplier receipts of such payments in the name of the Supplier within such period as may be reasonable in the circumstances, of such payments being made to the applicable taxing authority.
	6.9	All Charges payable under a Local Services Agreement shall be expressed, invoiced and payable in the currency set out in that Local Services Agreement. Without prejudice to clause 6.7, invoices shall be in a form specified by HSBC.
	6.10	Where HSBC requests that invoices are apportioned between HSBC Group Members, invoices shall be rendered in line with the apportionment directed by HSBC.
	6.11	The Charges are fixed and may not be increased by the Supplier unless the possibility of increase, and basis on which any increase will be calculated, is clearly set out in Schedule 5 (Charges). Even if the possibility of increase is set out in Schedule 5 (Charges), the Supplier may not increase the Charges to HSBC unless (i) it increases similar fees payable by the majority of its other customers at the same time and (ii) the percentage increase in the Charges is not more than the equivalent percentage increase in the fees payable by the majority of its other customers.
	6.12	In the event of late payment by HSBC of any undisputed sums due and payable under the relevant Agreement (and provided HSBC has been given at least fifteen (15) days' written notice to cure such a late payment), the Supplier reserves the right to charge interest in respect of the undisputed late payment at the rate of one percent (1%) per annum above the base rate from time to time of HSBC (or if that entity does not have a base rate then the base rate of the central bank in the territory in which the HSBC Contracting Party is located) from the due date thereof until judgement (or if no judgement the date on which payment is received by the Supplier).
	6.13	If the Supplier fails to perform the Services (or any part thereof) in accordance with this Agreement or Local Services Agreement, HSBC shall have the right to suspend payment of such of the Charges as it considers (acting reasonably) are allocable to the Services which relate to the default (Relevant Charges) until such default has been remedied, after which payment of the Relevant Charges so suspended shall (subject to any other rights of HSBC or HSBC Contracting Party to suspend or withhold payment) be payable to the Supplier promptly.

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	6.14	Payment for the Services shall not be deemed to be acceptance by HSBC that all or any of the Services have been performed in accordance with this Agreement and/or that any Acceptance Criteria have been satisfied.
	6.15	Any overpayments by either party to this Agreement or any Local Services Agreement (as applicable) shall be a sum of money recoverable from the other party thereto.
	6.16	Notwithstanding anything to the contrary in this Agreement, no Charges shall be payable unless such Charges are invoiced by the Supplier in the manner set out in this clause 6 within twelve (12) months of the date on which an invoice for the same could first properly have been presented to HSBC under this clause 6 (Charges).
	6.17	The Charges, Services and Service Levels shall be benchmarked in accordance with Schedule 6 (Benchmarking).
	7.	JOINT-VENTURES, CO-OPERATIVES AND THIRD PARTY SERVICES
	7.1	HSBC and any other HSBC Group Members may use the Services to provide relevant services for, or require that the Services are provided to (or use the Services for the benefit of) HSBC's or any other HSBC Group Member's joint-ventures or co-operatives (being any entity or other association in which HSBC or any other HSBC Group Member is co-operating with a third party to achieve an agreed business objective consistent with HSBC's or any other HSBC Group Member's business objectives) and/or third parties to whom HSBC or any other HSBC Group Member provides relevant services at the Signature Date and/or other third parties agreed by HSBC and the Supplier from time to time (both parties acting reasonably and in good faith). HSBC shall provide details of such third parties to whom HSBC or any other HSBC Group Member provides such relevant services, either prior to the Signature Date, where possible, or otherwise from time to time.
	8.	HSBC MERGERS AND ACQUISITIONS
	8.1	In the event of any entity becoming an HSBC Group Member after the Signature Date (New Entity) the New Entity shall be entitled (at HSBC’s option) to all rights conferred on the HSBC Group Members under this Agreement. In no event shall such New Entity be obliged by reason of it becoming an HSBC Group Member to purchase any Services from the Supplier or any Supplier Affiliate under this Agreement.
	8.2	In the event that any agreement for the supply of Services (or services similar to the Services) or other products or services was concluded between the New Entity and the Supplier (or a Supplier Affiliate) prior to the date the New Entity became an HSBC Group Member (Entity Agreement) then the Supplier shall, at HSBC's request, procure that the Entity Agreement shall (subject to clauses 8.3 and 8.4) be terminated and fully replaced and superseded by the terms of this Agreement and the parties shall execute the necessary amendment to ensure any services ordered or provided under the Entity Agreement shall become subject to the terms of this Agreement at no extra cost to HSBC or any other HSBC Group Member. Any favourable terms or special offers provided to the New Entity via the Entity Agreement shall be incorporated into this Agreement by mutual agreement, which shall not be unreasonably withheld or delayed. Any sums committed or paid by the New Entity to the Supplier or any Supplier Affiliate (or invoiced by the Supplier or any Supplier Affiliate to the New Entity and still payable by the New Entity) under an Entity Agreement relating to the period after the date when the New Entity became an HSBC Group Member shall, at HSBC's option, either be set-off as HSBC may direct against any Charges payable under this Agreement or be promptly refunded to the New Entity without deduction.
	8.3	Without prejudice to any set-off or refund pursuant to clause 8.2, the termination and replacement of an Entity Agreement under clause 8.2 shall not prejudice any rights accrued due under such Entity Agreement prior to the date of termination.
	8.4	Where an Entity Agreement applies to several services or products, HSBC may require that the terms of this clause 8 apply to only such of those products and services as HSBC requires and that the remaining products and services remain subject to the terms of the Entity Agreement (amended as appropriate to reflect the division).

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8.5 Resolutions

(a) If HSBC or any HSBC Contracting Party, or any branch or part or business line of HSBC or an HSBC Contracting Party (in either case the Resolution Target) is subject to Resolution, then:

	(i)	for a period of six (6) months after the Resolution takes effect any termination rights arising under this Agreement or at common law (in each case including for the avoidance of doubt any right to terminate for non-payment and/or insolvency) or any other rights or remedies of the Supplier arising directly from the Resolution shall be deemed to have no effect;
	(ii)	the Agreement or part of it (including any Local Services Agreement) shall be treated as having been originally entered into between the Supplier and any new controlling party or transferee (as applicable); and
	(iii)	except as provided in sub-clauses 8.5(i) and 8.5(ii) above, the Agreement or part of it (including any Local Services Agreement) shall continue on its existing terms following Resolution including, for the avoidance of doubt, the Supplier or Supplier Contracting Party’s rights thereunder (as applicable) in relation to payment or non-payment of fees or charges.

	(b)	If necessary to give effect to the provisions of clause 8.5(a), the Supplier or Supplier Contracting Party (as applicable) shall enter into a novation or assignment or variation agreement (in a form specified by the Relevant Authority) but with the new controlling party or transferee (as applicable).
	(c)	If the provisions of this clause 8.5 conflict or cause ambiguity with other terms of this Agreement, the provisions of this clause 8.5 shall take precedence.

	9.	HSBC DIVESTMENTS
	9.1	A Divested Unit shall mean any subsidiary, division or department of HSBC or of an HSBC Group Member, which was immediately prior to a particular date (the Divestment Date), properly entitled to receive Services and, would not, on or after the Divestment Date, be part of HSBC or be HSBC Group Member or part of an HSBC Group Member and therefore not entitled (other than by virtue of this provision) to receive Services and or Deliverable(s).
	9.2	Where a Local Services Agreement relevant to a Divested Unit is in full force and effect, the Supplier Contracting Party agrees that the relevant HSBC Contracting Party may continue to use the Services for the benefit of, or in order to provide services to, such Divested Unit at no additional charge for such period as the HSBC Contracting Party may, in its discretion, require in order to allow the Divested Unit to make appropriate alternative arrangements (which period shall not, however, exceed a period of two (2) years from the Divestment Date unless otherwise agreed).
	9.3	Where the HSBC Contracting Party does continue to use the Services for the benefit of a Divested Unit pursuant to clause 9.2 the HSBC Contracting Party shall have no responsibility for any acts or omissions of such Divested Unit after the Divestment Date.
	9.4	Where the Divested Unit is a party to a Local Services Agreement the Supplier Contracting Party shall procure that the Divested Unit may continue to use the Services after the Divestment Date and, the Supplier Contracting Party shall offer equivalent services and deliverables to HSBC or such other HSBC Group Member as HSBC may nominate under this Agreement or under equivalent and no less favourable terms as set out herein.
	9.5	Unless otherwise agreed by HSBC, and save in respect of this clause, upon divestment any Agreement, to which a Divested Unit is a party, shall cease to be subject to this Agreement.
	9.6	The Supplier shall, if requested in writing by HSBC, enter into an agreement (Parallel Contract) with the Divested Unit, to take effect from the Divestment Date and under which:

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	(a)	the services to be provided to the Divested Unit are equivalent to the Services, varied only as reasonably necessary to reflect the Services required by the Divested Unit as of the Divestment Date;
	(b)	the term of the Parallel Contract will commence on the Divestment Date and will continue for a minimum period of two (2) years from the Divestment Date unless terminated earlier in accordance with clause 24 (Breach, Termination and Exit);
	(c)	pricing of charges, fees or other amounts payable under the Parallel Contract are on substantially the same terms as this Agreement;
	(d)	the other terms of the Parallel Contract are the same as this Agreement, save for (i) any reasonable amendment or deletion required to give effect to the intent of this clause 9.6; (ii) any requirement of Laws and Employment Regulations or directions from a Regulator; and
	(e)	as between HSBC and the Divested Unit, the Divested Unit assumes liability for its obligations under the Parallel Contract from the Divestment Date,

and the parties hereby agree that HSBC shall not be a party to the Parallel Contract and shall have no further liability in respect of the Divested Unit from the Divestment Date.

9.7 On the coming into effect of any Parallel Contract:

	(a)	the Divested Unit shall be deemed to be automatically removed from the scope of this Agreement, including, without limitation, the scope of Service Recipients, save in respect of any antecedent rights or liabilities which shall (in each case as appropriate) accrue to or be borne by HSBC; and
	(b)	the Supplier shall treat the Divested Unit as an arm’s length third party for the purposes of clauses 18 (Intellectual Property Rights and Indemnity), 21 (Confidentiality), and 23 (Data Protection) in this Agreement.

	9.8	The parties shall act reasonably and in good faith in effecting any Parallel Contract requested by HSBC. The Supplier represents and warrants that it intends for the provisions of this clause 9 to be fully enforceable so as to give effect to the parties’ intent.
	9.9	The Supplier irrevocably acknowledges that its agreement to this clause 9 is part of its consideration for entering into this Agreement and that HSBC would not otherwise appoint the Supplier.
	9.10	The Supplier shall not be entitled to adjust the Charges payable pursuant to the Parallel Contract other than in accordance with the comparable terms set out in this Agreement.
	9.11	To the extent that the Divested Unit requires the Supplier to comply with policies which are different from the HSBC Policies and Procedures, the Parallel Contract shall be amended in accordance with the Change Procedure.
	10.	GENERAL OBLIGATIONS OF the SUPPLIER

10.1 Other Supplier Products and Services

If HSBC or any other HSBC Group Member wishes to purchase any products or receive any other services (whether new or existing) offered by the Supplier or any Supplier Affiliate during the term of this Agreement, HSBC may require the supplier to supply such products or services under this Agreement and HSBC and the Supplier shall amend this Agreement in accordance with the Change Procedure setting out the details of that supply.

10.2 Supplier Acquired Services

(a) In the event that the Supplier acquires a company, business, division or department or any entity otherwise becomes part of the Supplier or a (or part of a) Supplier Affiliate (Acquired Business), then HSBC shall be entitled to require the Supplier to supply any of the Acquired Business’ products, deliverables and/or services to HSBC and/or any other HSBC Group Member under clause 10.1 unless otherwise prohibited by applicable Law.

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	(b)	In the event that any agreement for the supply of any of the Acquired Business' products, deliverables and/or services was concluded between the Acquired Business and HSBC or any other HSBC Group Member (Acquired Agreement) prior to the date on which the Acquired Business becomes part of the Supplier or a Supplier Affiliate (or part of) (Acquisition Date), then the Supplier shall at HSBC's request procure that the Acquired Agreement shall (subject to clauses 10.2(c) and 10.2(d)) be terminated and fully replaced and superseded by the terms of this Agreement and the parties shall execute the necessary amendment to ensure that any products or services ordered or provided under the Acquired Agreement shall become subject to the terms of this Agreement at no extra cost to HSBC or any other HSBC Group Member. Any favourable terms or special offers provided to HSBC and/or any other HSBC Group Member under the Acquired Agreement shall be incorporated into this Agreement by mutual agreement, which shall not be unreasonably withheld or delayed. Any sums committed or paid by HSBC or any other HSBC Group Member to the Acquired Business (or invoiced by the Acquired Business to HSBC or any other HSBC Group Member and still payable) under an Acquired Agreement relating to the period after the date when the Acquired Agreement was terminated under this clause (b) shall, at HSBC's option, either be set-off as HSBC may direct against any Charges payable under this Agreement or be promptly refunded to HSBC or the relevant HSBC Group Member without deduction.
	(c)	Without prejudice to any set-off or refund pursuant to clause 10.2(b), the termination and replacement of an Acquired Agreement under clause 10.2(b) shall not prejudice any rights accrued due under such Acquired Agreement prior to the date of termination.
	(d)	Where an Acquired Agreement applies to several services, deliverables or products, HSBC may require that the terms of this clause 10.2 apply only to such of those products, deliverables and services as HSBC requires and that the remaining products and services remain subject to the terms of the Acquired Agreement (amended as appropriate to reflect the division).

10.3 Notice of Change of Controlling Interest

The Supplier shall, unless prohibited by applicable law (or any regulations of any applicable investment exchange), deliver prior written notice to HSBC of any proposed change of Controlling Interest of the Supplier.

10.4 General Advice

	(a)	The Supplier shall establish and implement internal procedures whereby developments and innovations in technology and business processes, and changes in industry practice, are regularly reviewed with a view to determining whether their adoption would have a beneficial impact upon the provision of the Services or any of them.
	(b)	The Supplier shall promptly bring to the attention of HSBC all opportunities (other than those of a trivial nature) for improving service quality or reducing service cost which come to its attention, whether as a result of the procedures referred to in clause 2.2(a) or otherwise.

10.5 Supplier Personnel

(a) The Supplier shall, throughout the term of this Agreement:

	(i)	ensure that the Services are provided by persons who are suitably experienced and qualified for, and competent to perform, the tasks which fall within their respective responsibilities; and
	(ii)	maintain and develop the skills and experience of the personnel engaged in the provision of the Services by training, development, instruction, work experience or otherwise.

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	(b)	The Supplier shall, and shall procure the Supplier Contracting Party and the Supplier Affiliates shall, take all steps lawfully open to it to require that appropriate standards of probity and confidentiality are maintained by the Supplier Personnel.
	(c)	The Supplier shall be responsible and liable for the management of all Supplier Personnel and the unlawful acts and omissions of Supplier Personnel whilst they are on HSBC Premises as a result of the provision of the Services.
	(d)	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses that may be suffered or incurred by HSBC or any other HSBC Group Member in connection with the unlawful acts or omissions of the Supplier Personnel carried out in connection with or relating to the provision of the Services and/or when dealing with any individuals employed or engaged in any capacity by HSBC or any other HSBC Group Member, or any partners, members, directors, consultants, agents or contractors thereof, save where that act or omission has been caused by HSBC or any other HSBC Group Member.
	(e)	Without relieving the Supplier of its obligations under this Agreement, HSBC shall have the right by written notice to the Supplier to require the immediate removal of any of the Supplier Personnel who are acting in a manner which will cause (in the reasonable opinion of HSBC), material disruption or damage to HSBC's business, employees, assets or reputation, or those of any other HSBC Group Member. HSBC may request the removal of any Supplier Personnel on grounds of poor or inefficient performance. In such event, the Supplier shall propose to HSBC a plan for appropriate remedial action. If the action taken under such plan fails to resolve the issues identified by HSBC within the timescales reasonably acceptable to HSBC under the agreed remedial plan, the Supplier shall remove and replace the relevant Supplier Personnel as soon as reasonably possible.

10.6 Key Personnel

The provisions of paragraph 8 of Part 3 of Schedule 7 (Human Resources) shall apply in respect of Key Personnel.

10.7 Co-operation with Third Party Suppliers

(a) The Supplier and the Supplier Affiliates shall co-operate fully with all relevant Third Party Suppliers and shall (with HSBC’s consent and authority where appropriate):

(i) provide such access as such relevant Third Party Suppliers shall reasonably require in order to provide its services (on such notice as is reasonable in the circumstances and so far as within the Supplier's control) to:

	(A)	the Assets;
	(B)	the Documentation and Deliverables;
	(C)	the Supplier Intellectual Property and the Supplier Third Party Intellectual Property;
	(D)	the HSBC Data;
	(E)	the HSBC Premises and the premises used by the Supplier for the provision of the Services; and/or
	(F)	the HSBC Systems and the Supplier Systems.

	(ii)	co-ordinate its efforts with any such Third Party Supplier to ensure that work, materials and services provided by the Third Party Supplier are efficiently and effectively integrated into and/or with the provision of the Services;
	(iii)	provide such support services as are necessary to run such work, materials and services on HSBC Systems then current;
	(iv)	attend any meetings with the Third Party Suppliers called by HSBC; and

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(v) where problems or faults relating to the Services are caused or contributed to by circumstances from time to time subsisting on such Third Party Suppliers' side of the interface with the Services, manage the resolution or prevention of such problems or faults either by taking corrective or preventive steps in relation to the provision of the Services or (to the extent reasonably possible) by procuring the taking of corrective or preventative steps by such Third Party Suppliers.

(b) Where network, communications, computer or other equipment provided by a Third Party Supplier are required to interface with HSBC Systems, the Supplier, as the party with primary management responsibility for problem resolution, shall be responsible:

	(i)	for ensuring that such requirement does not interfere with the provision of the Services in accordance with this Agreement; and
	(ii)	for taking all reasonable steps within its power to ensure that the interface is successfully achieved.

	(c)	Where the Supplier notifies HSBC in writing that it is materially hindered in the performance of its obligations under this clause 10.7 by the failure of a Third Party Supplier to co-operate with the Supplier, HSBC shall use Reasonable Endeavours to convene a meeting of the Supplier and the Third Party Supplier in question for the purpose of resolving the difficulty. The Supplier shall attend such meeting and HSBC shall use Reasonable Endeavours to procure the attendance of the relevant Third Party Supplier.
	(d)	Managed Suppliers:

	(i)	In addition to the obligations set out in this clause 10.7 regarding engagement with Third Party Suppliers, the Supplier shall and shall ensure that Supplier Affiliates and Sub-Contractors comply with the obligations relating to Managed Suppliers, as further described in paragraph 3.6 of Schedule 3 (Services).
	(ii)	On an on-going basis, the Supplier shall be responsible for reviewing the list of Managed Suppliers and proactively sourcing new learning services providers in the market that would be able to provide an improved, better quality and/or better value service to HSBC. In proposing such learning services providers to HSBC, the Supplier shall leverage any existing relationships the Supplier or any Supplier Affiliate may have with such learning service providers, so as to enable HSBC to consider whether it would engage such learning suppliers as Managed Suppliers and to then do so on the best available terms.

10.8 Third Party Software, HSBC Support Contracts and Approvals

	(a)	HSBC shall use Reasonable Endeavours to obtain (and the Supplier shall co-operate with HSBC and provide such assistance as HSBC requires in respect of such efforts), the right, consent or licence for the Supplier to use the Third Party Software listed in Schedule 17 (HSBC Contracts) and receive the benefit of the HSBC Support Contracts (HSBC Consents). The Supplier and Supplier Affiliates shall use such Third Party Software and HSBC Support Contracts solely to support the provision of the Services, and shall ensure that such use is in compliance with the terms set out in or referenced in Schedule 17 (HSBC Contracts) and/or as advised by notice from HSBC from time to time. The right to use such Third Party Software and HSBC Support Contracts shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when the relevant Third Party Software or HSBC Support Contract ceases to be required to support the provision of the Services.
	(b)	Except in relation to those HSBC Consents referred to in clause 10.8(a), the Supplier shall obtain, at its own cost, all Approvals which are necessary from time to time to enable the Supplier to perform the Services in accordance with this Agreement and otherwise comply with its obligations under this Agreement, including Approvals from:

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	(i)	third parties who have any legal interest in any data, Documentation, Deliverables or Assets used by or on behalf of HSBC, HSBC Contracting Party and/or any other HSBC Group Member in relation to the Services; and
	(ii)	any Regulator or other third parties in relation to the performance of Services in accordance with this Agreement.

	(c)	The Supplier shall advise HSBC promptly in writing from time to time of all Approvals required to be obtained under clause 10.8(b) and of the details of the Approvals obtained. Copies of all Approvals obtained shall be placed by the Supplier in the Project Library within thirty (30) days of obtaining the relevant Approval.
	(d)	The Supplier shall, and shall procure the Supplier Contracting Party and Supplier Affiliates shall, structure its contracts and arrangements with third party providers of services and Software (including Software Licences, services, maintenance contracts and equipment leases) that relate to the performance of or support the performance of the Services under this Agreement so that the relevant Support Contracts may be transferred, assigned or novated as required in accordance with clause 24.6(c) and/or Schedule 13 (Exit Management) without additional charge and the ongoing fees under those arrangements payable by HSBC any other HSBC Group Member or any Successor Supplier, after termination or expiry of this Agreement or any part of this Agreement are consistent with and no higher than the fees payable by the Supplier prior to such termination, expiry or partial termination (as applicable).

(e) Any Approval given by HSBC pursuant to this Agreement shall be without liability on the part of HSBC and other HSBC Group Members and without prejudice to any rights or remedies of HSBC and other HSBC Group Members.

10.9 HSBC Premises and HSBC Systems

	(a)	The Supplier shall be responsible for providing everything required to perform the Services save to the extent that HSBC and/or any other HSBC Group Member has agreed to provide or make available any premises, assets or facilities as set out expressly in this Agreement.
	(b)	HSBC will allow to persons who are duly authorised Supplier Personnel such access, on a non-exclusive basis, to the Licensed Areas as is reasonably required for the purpose of providing the Services. Authorisation procedures in respect of this access, will be agreed between HSBC and the Supplier from time to time. The Supplier shall use such rights of access for the purposes only of providing the Services. The Supplier's right of access shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when such access ceases to be required to provide the Services.
	(c)	The Supplier shall not do anything which might directly or indirectly cause any breach by it of the terms of any lease or other terms under which HSBC or HSBC Group Member is entitled to occupy the Licensed Areas (where those terms have been disclosed to the Supplier by HSBC or HSBC Group Member) and shall comply with all HSBC Site Regulations.
	(d)	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses arising from:

	(i)	any breach of the terms referred to in clause 10.9(c);
	(ii)	any failure to comply with HSBC Site Regulations; and/or
	(iii)	any damage to the Licensed Areas and their contents caused by persons entering the Licensed Areas with the authorisation of the Supplier,

in each case, to the extent that such breaches are caused by the Supplier, any Supplier Affiliate, Supplier Personnel, Sub-Contractor and/or and other third party or person for whom the Supplier is responsible in the performance of the Services or whose presence in the relevant location or site is authorised by the Supplier.

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	(e)	Access to the Licensed Areas will be subject to the Supplier and Supplier Contracting Party’s compliance with clause 10.9(c) and HSBC or HSBC Group Member reserves the right to exclude any person from the Licensed Areas in the event of an actual or threatened breach of such clause.
	(f)	HSBC will allow to persons duly authorised by the Supplier and Supplier Affiliate such use, on a non-exclusive basis, of Licensed HSBC Systems as is reasonably required for the purpose of providing the Services. Authorisation procedures in respect of this use will be agreed between HSBC and the Supplier from time to time. The Supplier and Supplier Affiliate will use Licensed HSBC Systems for the purpose of providing the Services only. The Supplier and Supplier Affiliate’s right to use shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when such use ceases to be required to provide the Services.
	(g)	The Supplier and Supplier Affiliate shall use Licensed HSBC Systems with all reasonable skill and care and in accordance with best computing practice, and shall fully and effectively indemnify and keep indemnified HSBC and each other HSBC Group Member from and against all Losses arising from any person using the Licensed HSBC Systems with the Supplier and Supplier Affiliate’s authorisation.

10.10 Off-Shoring

The Supplier shall obtain the consent of HSBC before supplying any part of the Services from a country other than the relevant Country. Such consent shall not be unreasonably withheld to the extent that the Supplier can satisfy HSBC that the provision of such services from outside the relevant Country will not result in:

	(a)	an increase in any item of cost (including any item included within the Charges) being incurred by HSBC;
	(b)	an adverse impact on the Supplier's ability to achieve the standards required by this Agreement, including any Service Level;
	(c)	an increase in the risks of any of the critical operations of HSBC and for any other HSBC Group Member;
	(d)	it becoming more difficult or expensive for HSBC to exercise its rights under this Agreement; or
	(e)	breach or other contravention of any regulatory or legal restriction or obligation on such supply including guidance in relation to any regulated aspects of the Services and Data Protection Legislation.

	11.	supplier’S WARRANTIES
	11.1	The Supplier hereby warrants, represents and undertakes to HSBC that:

(a) it has and will have for the term of this Agreement full authority and all necessary rights (1) to enter into this Agreement, and (2) to perform the relevant obligations as set out in this Agreement;

	(b)	subject to being prevented or prohibited by the provisions of any applicable law or regulation, it will give prompt written notice to HSBC of any change of Controlling Interest of the Supplier;
	(c)	the Charges have been and will be calculated in a manner that gives full credit for all discounts agreed with, or available to, HSBC and any other HSBC Group Member;
	(d)	it will ensure the Services are provided in accordance with this Agreement to the reasonable satisfaction of HSBC and/or the other relevant HSBC Group Member;

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	(e)	it will ensure that, where HSBC or any other HSBC Group Member is reliant on the expertise of the Supplier or any Supplier Affiliate in providing professional advice (including recommendations as to how the Services are delivered), it will give such advice in an impartial, informed and independent manner and in the best interests of HSBC and/or the relevant HSBC Group Member;
	(f)	it will ensure that the Services and Deliverables comply with the provisions of this Agreement and are of satisfactory quality and reasonably fit for the purpose for which they are supplied, further the Supplier will ensure that the Services are performed with due diligence, reasonable skill and care and in accordance with Best Industry Standards at all times;
	(g)	it will comply (and will procure that all Supplier Personnel, and Sub-Contractors will comply) with all applicable Laws which may from time to time be applicable to the provision of the Services;
	(h)	it will promptly notify HSBC of any changes that are required to any of the Services as a result of any alteration, after the Signature Date, in any applicable Law and will implement such required changes (at no charge to HSBC) at least thirty (30) days before the due date for the implementation of such legal or regulatory changes, provided that where the implementation of such changes results in a reduction in the scope, or the benefit to HSBC or any other HSBC Group Member, of the Services, HSBC may propose an amendment to the Charges to reflect such reduction and the Supplier will not unreasonably withhold or delay its agreement to such amendment, which reduction in price may be recorded through the Change Procedure;
	(i)	it will procure for HSBC and the other HSBC Group Members (unless otherwise agreed between the Supplier and HSBC in writing) all rights, licences, consents and permits that HSBC and/or any other HSBC Group Member may require in order to use and enjoy the Services in accordance with this Agreement;
	(j)	it will ensure that all Supplier Personnel and Sub-Contractors:

	(i)	will, when present at HSBC or an HSBC Group Member site or allowed the use of any HSBC or HSBC Group Member systems, including any HSBC Assets, HSBC Systems and HSBC Premises, comply with the applicable site security, health and safety, system usage and other policies and procedures in force from time to time, including any HSBC Policies and Procedures and HSBC Site Regulations; and
	(ii)	will not load or use on any HSBC or other HSBC Group Member’s computer equipment or systems, including any HSBC System, any Software, data or other materials, other than those provided or approved by HSBC Contracting Party, HSBC or the other relevant HSBC Group Member;

	(k)	it will ensure that the Supplier Personnel will at all times behave in a courteous, professional and appropriate manner and that no Supplier Personnel will act or make any statement or otherwise behave in any manner that is reasonably likely to result in any prejudice to HSBC or any other HSBC Group Member (including to its reputation);
	(l)	it will promptly notify HSBC if the Supplier is in breach of any of its banking covenants or suffers a deterioration in its credit rating with Xxxx and Bradstreet so as to fall below a score of 5A2;
	(m)	it will ensure that the Supplier Personnel have appropriate experience, qualifications and expertise; and
	(n)	it will procure that in the context of any Agreement that the Supplier Contracting Party shall make and comply with the warranties, representations and undertakings set out in this clause 11.1.

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	11.2	Without prejudice to the foregoing or any other rights or remedies of HSBC, the HSBC Contracting Party or the HSBC Group Members, in the event of breach of any warranty the Supplier and each Supplier Contracting Party undertakes promptly to remedy the breach without charge.
	12.	dISASTER RECOVERY
	12.1	The Supplier shall, and shall procure the Supplier Contracting Party shall, comply with its obligations as set out in Schedule 1 (Disaster Recovery).
	13.	supplier’S SECURITY OBLIGATIONS
	13.1	The Supplier undertakes to comply with:

	(a)	the best current security practice, including ISO 17799, ISO 9001 and the ISO 27000 series; and
	(b)	the Information Security Obligations.

13.2 In the event of any unauthorised use or any misuse of HSBC’s or any other HSBC Group Member's premises or equipment by the Supplier Personnel, including any HSBC Assets, HSBC Systems and/or any HSBC Premises, HSBC or the HSBC Group Member shall have the right (without prejudice to its other rights) to:

	(a)	seek adequate compensation for any damage or costs incurred in such instances; and
	(b)	require that personnel in breach of the above cease to be employed in connection with services provided to HSBC and/or any other HSBC Group Member.

	13.3	The exercise by HSBC or an HSBC Group Member of its rights under clause 13.2 shall not relieve the Supplier of its responsibility to perform its obligations under this Agreement or any Local Services Agreement.
	13.4	Without prejudice to its obligations under clause 12 and Schedule 1 (Disaster Recovery), the Supplier shall ensure that all data of HSBC and/or the other HSBC Group Members (including all HSBC Data) is backed-up and shall have in place and maintain up-to-date business continuity procedures to ensure that in the event of a failure or disruption to the Services (other than a Disaster (as defined below)) the Supplier, Supplier Affiliates and Sub-Contractors are able to continue to provide the Services to normal performance levels within the shortest practicable time, and in the event of a Disaster, recovery of the Services is made within the time frame set out in the Supplier’s business continuity procedures. Disaster means an event which materially impacts the normal operation of the Services so as to prevent achievement of the Service Levels or otherwise prevents the Supplier from performing its obligations and providing any of the Services.
	13.5	The Supplier will ensure that any Supplier Personnel who will be entering into HSBC Premises and/or will have access (remotely or otherwise) to HSBC, systems, data or information, including any HSBC Assets, HSBC Systems, HSBC Premises and/or HSBC Data shall have been subject to pre-employment screening at least to the standards set out in the HSBC’s then-current policy for the screening of personnel provided by contractors, a copy of which may be obtained from HSBC on request. The Supplier shall provide: (i) evidence of completion of the screening checks; and (ii) that the requirements of HSBC's then-current policy for the screening of personnel have been met, within a reasonable period but in any event prior to the personnel in question gaining access to HSBC’s or any other HSBC Group Member’s premises, systems, data or information. The extent and nature of these screening checks will be advised to the Supplier by HSBC, or the other relevant Group Member and will depend on the premises, systems, data and information to which access may be granted. As a minimum requirement, the Supplier will comply with requests to carry out the following checks on its personnel and personnel of its Sub-Contractors:

	(a)	a check on identity (and, if appropriate, eligibility to work in the relevant Country);
	(b)	verification of current and previous employment covering a period of five (5) years; and
	(c)	a criminal record check.

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Additional screening checks may be required in particular where personnel have access to personal or sensitive data. 

	13.6	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against any and all Losses incurred by or awarded against HSBC or any other HSBC Group Member as a result of, or in connection with breach by the Supplier, any Supplier Affiliate, Supplier Personnel or Sub-Contractor of the obligations under of clause 13.5.
	13.7	Failure by the Supplier to either conduct pre-employment screening or comply with the requirements of HSBC's then-current policy for the screening of personnel, shall constitute a material breach of the purposes of clause 24.1(a)(i)(D) and 24.1(b)(i)(D) of this Agreement.
	13.8	HSBC reserves the right to visit the Supplier’s offices to carry out such checks as it deems necessary to ensure that the Supplier is properly fulfilling its obligations as set out in this clause 13.8 and may request sight of records and documents held by the Supplier in respect of such obligations. HSBC shall give the Supplier reasonable prior notice (which may, depending on the circumstances giving rise to the visit, be very short) of any intended visit and the Supplier shall use all Reasonable Endeavours to provide for HSBC access to all information, facilities, procedures or other resources (including staff) as it shall reasonably require.
	13.9	In the event of any unauthorised use or any misuse of HSBC's or any other HSBC Group Member's premises, equipment, systems, data or information (including HSBC Data), by the Supplier Personnel, HSBC shall have the right (without prejudice to its other rights) to:

	(a)	claim adequate compensation for any damage or costs incurred in such instances; and
	(b)	require that personnel in breach of the above cease to be employed in connection with services provided to HSBC and/or any other HSBC Group Member.

	13.10	The exercise by HSBC of its rights under clause 13.9 shall not relieve the Supplier of its responsibility to perform its obligations under this Agreement.
	13.11	The Supplier will ensure that it and any relevant Supplier Affiliates and Sub-Contractors implement, follow and maintain appropriate security controls, at least in compliance with the HSBC IT security standards and requirements as the same may be communicated to the Supplier from time to time, including submitting to a formal security review conducted by HSBC, to ensure the confidentiality, availability and integrity of all HSBC Data and information belonging to HSBC, or any HSBC Group Member which may be delivered to, generated by or otherwise used or processed by or on behalf of the Supplier, any Supplier Affiliate or any Sub-Contractor or may otherwise come into the possession or control of the Supplier, any Supplier Affiliate, any Supplier Personnel or Sub-Contractor, and warrants that such appropriate security controls, are operational and effective as at the Signature Date. The Supplier shall not and shall procure that the Supplier Contracting Parties and relevant Supplier Affiliates do not downgrade the security configuration of any system processing any such HSBC Data without the prior written consent of HSBC.
	13.12	Without prejudice to the generality of clauses 13.1 and 13.6, the Supplier shall ensure that all HSBC Data is protected at all times, in such manner as (subject to clause 13.6) is consistent with the HSBC’s data security classification applicable to such data, from corruption and from unauthorised access and interference both while such HSBC Data is within the possession and/or control of the Supplier, or relevant Supplier Affiliates and while (if transmission is consistent with the classification of such HSBC Data and is strictly required for the purpose of performing any Services) it is in transit across a network (whether public or private).
	13.13	The Supplier shall ensure that no HSBC Data is stored on any portable medium or device except where such storage is strictly required for the performance of the Supplier's obligations under this Agreement.
	13.14	Where HSBC Data is transmitted across a network or stored on any portable medium or device, the level of protection that the Supplier or Supplier Affiliate is obliged to adopt pursuant to clause 13.1 shall be consistent both with the data security classification of the HSBC Data in question and with the additional risk posed by its transmission and/or its storage on a portable medium or device.

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13.15 Without prejudice to the generality of the Supplier’s obligation to preserve the confidentiality of the Confidential Information of HSBC and HSBC Group Members and to observe proper IT security procedures, and subject to any policy in relation to the security of portable devices that is expressly agreed between HSBC and the Supplier to be in substitution for this clause, the Supplier shall ensure either that:

	(a)	no HSBC Data or any data or information relating to this Agreement from which HSBC, or any HSBC Group Member could be identified shall be stored or processed on portable devices capable of data storage (including, without limitation, laptops, PDAs, and memory sticks); or
	(b)	that such storage and processing occurs only on the premises of HSBC, or an HSBC Group Member or on secure premises of the Supplier and that no such data is resident on such portable devices when they are not on such premises.

13.16 The Supplier confirms that it will comply with any additional requirements in relation to data integrity, handling or storage which HSBC may from time to time reasonably request.

	14.	PROJECT LIBRARY AND PROCEDURES MANUAL
	14.1	The Supplier shall maintain, from the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement, a complete and up-to-date set of Documentation (Content) in the Project Library which shall be directly accessible by HSBC in a form which enables HSBC and the HSBC Group Members to review, interrogate, print and copy the Content stored in the Project Library. All Content to be included in the Project Library must be included promptly and in any event within thirty (30) days of the creation or acquisition of the same.
	14.2	Failure by the Supplier to maintain the Project Library in accordance with this clause 14 shall be deemed to be a material breach of this Agreement by the Supplier.
	14.3	HSBC Group Members, Successor Suppliers and any other person duly authorised by HSBC shall have full rights of access (subject always to compliance with obligations relating to Confidential Information set out in this Agreement) to the Project Library and the Content at all times during the term of this Agreement for the purpose of assisting members of HSBC and other HSBC Group Members in connection with the Services and any matter relating to this Agreement, including their expiry, termination, or any reorganisation, evaluation or retender of any or all of the Services. The Supplier shall from time to time and on the expiry or termination of this Agreement provide HSBC with a complete and up-to-date copy of the Project Library in electronic and hardcopy form.
	14.4	The Supplier shall, within one (1) month of the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement, produce a draft Procedures Manual. The Supplier shall ensure that the Procedures Manual takes into account input obtained by the Supplier from global and regional Academy heads, regional heads of learning within HSBC and any HSBC Group Members, and the HSBC representative from the central HSBC learning team and is updated from time to time as reasonably required by HSBC to reflect changes in HSBC's business processes, as the same are communicated by HSBC to the Supplier. The Supplier shall maintain version control in relation to the Procedures Manual and any documents, forms or templates set out in it and shall include the Procedures Manual in the Project Library.
	14.5	The Supplier shall continuously review the Procedures Manual and shall propose to HSBC any updates or other changes which the Supplier identifies as necessary or desirable to ensure that the Procedures Manual always reflects the then current Services. Such changes shall be reviewed and, if approved by HSBC, shall be incorporated in the Procedures Manual as soon as reasonably practical.

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	14.6	The Procedures Manual is not a waiver or variation to this Agreement and shall not constitute any direction or instruction from HSBC to the Supplier under or in connection with this Agreement that the Supplier should perform the Services in any particular manner.
	14.7	Subject to clause 14.6 and to clause 1.1(h), the Supplier shall perform its obligations in accordance with the Procedures Manual.
	15.	COMPUTER VIRUSES
	15.1	The Supplier shall use Reasonable Endeavours to ensure that no computer virus or similar destructive code is introduced onto HSBC’s or any other HSBC Group Member’s computer equipment or systems, including any HSBC System by any act, omission or negligence of the Supplier, Supplier Affiliate, Supplier Personnel or any Sub-Contractor.
	15.2	Without prejudice to HSBC's or any other HSBC Group Member’s other rights, in the event that a computer virus or similar destructive code is introduced onto HSBC, or any other HSBC Group Member’s computer systems, including any HSBC System by reason of any Supplier, Supplier Affiliate, Supplier Personnel or any Sub-Contractor, the Supplier shall provide all reasonable assistance to HSBC and/or the other relevant HSBC Group Member (as appropriate) at HSBC’s request to promptly restore HSBC's or the other relevant HSBC Group Member’s computer equipment and system (as appropriate) to normal operational readiness.
	16.	HSBC assistance and Support
	16.1	General Assistance

So far as reasonably required in order to enable the Supplier to provide the Services, HSBC will at its own expense, on reasonable notice and to the extent that HSBC is legally able so to do and may be reasonable in the circumstances:

	(a)	provide the Supplier with access to information and documentation within HSBC's possession or control which relates to and is reasonably required in connection with the Services;
	(b)	provide the Supplier with access to such HSBC's staff as can give the Supplier information which is pertinent to the Services;
	(c)	make available to the Supplier for consultation (at reasonable times and on reasonable notice) staff who are familiar with HSBC's organisation operations and business practices; and
	(d)	provide the Supplier with timely decisions or determinations where Supplier’s ability to perform the Services in a satisfactory manner is dependent upon HSBC’s decision(s) or determination(s), only to the extent identified in respect of a specific responsibilities set out in the HSBC Responsibilities.

	17.	HSBC RESPONSIBILITIES AND RELIEF EVENTS
	17.1	HSBC Responsibilities

HSBC will undertake HSBC Responsibilities or otherwise procure that the HSBC Responsibilities are undertaken.

17.2 Relief Events

(a) The Supplier shall only be relieved of its obligation to perform its obligations pursuant to this Agreement (including but not limited to the provision of the Services and/or the Deliverables and compliance with any particular timetables or milestones) if and to the extent:

	(i)	the Supplier's non-performance results directly from a Relief Event;
	(ii)	the Supplier uses Reasonable Endeavours to mitigate the Relief Event and to perform the Services notwithstanding the Relief Event; and

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(iii) the Supplier immediately notifies HSBC's Global Head of Learning Operations as soon as the Supplier becomes aware of the Relief Event via a notice of the relevant failure to perform an HSBC Requirement (Relief Notice).

(b) Such Relief Notice shall specify the following information:

	(i)	the affected Services;
	(ii)	the cause(s) of the delay or interruption; and
	(iii)	details of the extent of the likely delay or interruption.

	(c)	Relief Notices shall only bind HSBC when it has confirmed in writing that it accepts the contents of the particular Relief Notice. Any dispute as to any submitted Relief Notice shall be submitted for resolution in accordance with the clause 26 (Disputes). Notwithstanding the submission of a Relief Notice, the Supplier shall perform and/or recommence performance of the affected Services as soon as possible.
	(d)	The provisions of clause 17.2(a) are the Supplier's exclusive remedy for any Relief Event, save to the extent provided for in the context of Transition and Transformation pursuant to clause 4.5(g)(i)(B).
	(e)	Without prejudice to clause 17.2(d) and the Supplier's obligations under the Agreement, the Supplier will notify HSBC in writing immediately on becoming aware that it will not be able to perform, or has not performed, its obligations in accordance with the terms of the Agreement (an Early Warning Notice). The Early Warning Notice shall provide as much detail as is reasonably available to the Supplier so as to describe the affected elements of its obligations, the reason for the disruption and the steps the Supplier will undertake to prevent the disruption and/or mitigate the effects of the disruption. The Supplier will provide regular status updates and will, in any event, immediately notify HSBC in the event of a material change in circumstances. Unless agreed in writing by HSBC by express reference to clause 39.4 (Waiver) and 39.5 (Cumulative nature of remedies) the service and/or receipt of an Early Warning Notice shall not absolve the Supplier of any responsibility or release the Supplier of any obligations.

	18.	INTELLECTUAL PROPERTY RIGHTS and indemnity
	18.1	Background Intellectual Property

This Agreement shall not operate to assign any right, title or interest in or to any Background Intellectual Property.

18.2 HSBC Intellectual Property

	(a)	HSBC, on its own behalf and (where applicable) as agent for other relevant HSBC Group Members, will grant to the Supplier for the term of this Agreement, a non-exclusive, royalty-free licence (and, subject to the Supplier imposing obligations of confidentiality similar to those set out in clause 21 Confidentiality), with a right to grant sub-licences to Supplier, relevant Supplier Affiliates and Sub-Contractors) to use, operate, copy, modify and (in the case of Software) merge with other computer programs such HSBC Intellectual Property for the purpose only of fulfilling the Supplier's obligations under this Agreement and only to the extent necessary for that purpose. The Supplier, warrants, represents and undertakes to HSBC (on behalf of HSBC and each other relevant HSBC Group Member), not to use or otherwise deal with such HSBC Intellectual Property for any other purpose.
	(b)	The licence granted in this clause 18.2 shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when the relevant Intellectual Property ceases to be required for the purpose of fulfilling the Supplier's obligations under this Agreement.
	(c)	The Supplier shall not (and shall procure that the Supplier Contracting Party, Supplier Affiliates, Supplier Personnel and Sub-Contractors shall not) do anything or cause anything to be done which could prejudice any HSBC Intellectual Property.

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18.3 Supplier Intellectual Property

(a) Where the Supplier uses any Supplier Intellectual Property in connection with the provision of the Services and/or creation of the Deliverables by the Supplier, the Supplier shall secure or grant to HSBC (without charge to HSBC and for the benefit of HSBC and Authorised Users, including Service Recipients), a perpetual, non-exclusive, royalty-free licence of such Supplier Intellectual Property.

18.4 Intellectual Property developed by the Supplier

	(a)	Notwithstanding clause 18.3 (Supplier Intellectual Property), the Supplier assigns absolutely (and shall procure that all Supplier Contracting Parties, Supplier Affiliates, Supplier Personnel and Sub-Contractors assign absolutely) to HSBC and/or (at HSBC’s option) any other HSBC Group Member or Authorised User, by way of present assignment of all existing and all future property, rights, title and interest, all Intellectual Property Rights created by the Supplier, any Supplier Personnel and/or Sub-Contractor in the course of performing the Services, including, for the avoidance of doubt, Intellectual Property Rights in the Deliverables, all of which shall vest in HSBC and/or the other relevant HSBC Group Members immediately upon creation of the same with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by a third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights.
	(b)	The provisions of clause 18.4(a) above shall not apply in respect of any enhancements or improvements to the Supplier’s Background Intellectual Property that have application to services, which may include the Services, provided by the Supplier to its clients generally, provided always that the Supplier has notified HSBC in advance of any such enhancements or improvements to the Supplier's Background Intellectual Property being used in the provision of the Services. In respect of any such enhancements or improvements to the Supplier’s Background Intellectual Property, the Supplier shall grant to HSBC a licence on the terms set out in clause 18.3 above,
	(c)	The Supplier shall (and shall procure that Supplier Personnel and Sub-Contractors shall) waive absolutely and irrevocably in favour of HSBC their moral rights granted under the Copyright Designs and Patents Xxx 0000 or equivalent or analogous rights under laws of other jurisdictions in relation to such property.
	(d)	The Supplier shall (and shall procure that all Supplier Personnel and Sub-Contractors shall) comply with clause 34 (Further Assurance) in order to perfect, confirm, formalise or achieve the assignment envisaged by clause 18.4(a).

18.5 Third Party Intellectual Property

(a) Where the Supplier uses any Supplier Third Party Intellectual Property in connection with the provision of the Services and such Third Party Intellectual Property cannot lawfully be used for the purposes of this Agreement without a licence to HSBC, other relevant Service Recipients and/or Authorised Users from such Third Party (or a sub-licence from the Supplier to HSBC, other relevant Service Recipients and/or Authorised Users), the Supplier shall secure or grant to HSBC, other relevant Service Recipients and Authorised Users (without charge and for the benefit of Service Recipients and Authorised Users) a royalty-free, non-exclusive licence or sub-licence to use the Third Party Intellectual Property for the provision of the Services (whether by HSBC, any other Service Recipients, Authorised User and/or a Successor Supplier) upon terms that include the Extended Terms. All costs payable in respect of such licence during the term of this Agreement shall be to the account of the Supplier.

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(b) If it is reasonably necessary for the provision of the Services that the Supplier is licensed to use any HSBC Third Party Intellectual Property, HSBC, on its own behalf and where applicable, as agent for any other relevant Service Recipients, shall secure or grant (without charge to the Supplier) a non-exclusive, royalty-free licence or sub-licence to use such HSBC Third Party Intellectual Property on terms to be notified to the Supplier by HSBC from time to time, for the purpose only of fulfilling the Supplier's obligations under this Agreement and only to the extent necessary for that purpose. The Supplier represents, warrants and undertakes to HSBC (on behalf of HSBC and each other relevant Service Recipient), not to use or otherwise deal with such HSBC Third Party Intellectual Property for any other purpose.

18.6 Intellectual Property Warranties and Indemnities

(a) The Supplier warrants, represents and undertakes to HSBC (on behalf of HSBC and each other relevant HSBC Group Member and Authorised User):

(i) that

	(A)	the Supplier Intellectual Property and Supplier Third Party Intellectual Property (i) used by the Supplier in the provision of the Services or (ii) used by HSBC, any other Service Recipient or an Authorised User, in each case in accordance with this Agreement; and
	(B)	any Intellectual Property Rights, ownership of which becomes vested in HSBC or an HSBC Group Member pursuant to this Agreement,

do not and will not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party;

	(ii)	that it shall (and shall procure that all Supplier Affiliates, Supplier Personnel and Sub-Contractors shall) perform its responsibilities under this Agreement in a manner that does not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party; and
	(iii)	that it shall not breach any of the licence terms set out in or granted pursuant to this Agreement in respect of any HSBC Intellectual Property or HSBC Third Party Intellectual Property.

(b) The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against any and all Losses incurred by or awarded against HSBC or any other HSBC Group Member as a result of:

	(i)	any breach of clauses 18.2(a), 18.2(c), 18.6(a) and 18.7; or
	(ii)	any claim for infringement of any Intellectual Property Rights relating to the Services provided by or on behalf of the Supplier or any Supplier Affiliate under this Agreement, save to the extent that any such claim arises directly as a result of HSBC or any HSBC Group Member failing to use any such Intellectual Property Rights of the Supplier or any Supplier Affiliate in an authorised manner.

(c) in the event of an injunction or any other interim relief being granted or threatened against HSBC, HSBC Contracting Party or any other HSBC Group Member. 

18.7 HSBC Trade Marks

	(a)	HSBC hereby grants to the Supplier a royalty free, non-exclusive licence to use the HSBC Marks solely for the provision of the Services, in accordance with the Licence Terms and in accordance with and in fulfilment of the terms of this Agreement (including any Local Services Agreement for the time being in force) and in a manner such that the distinctiveness and reputation of such HSBC Marks are maintained.
	(b)	Without limitation to the foregoing, the Supplier shall only be entitled to use the HSBC Marks:

(i) for the purposes of associating HSBC with the Services; and

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(ii) in accordance with HSBC's brand guidelines as advised from time to time. 

	19.	INDEMNITIES
	19.1	In addition to the indemnities set out elsewhere in this Agreement, the Supplier shall at all times during and after the term of this Agreement indemnify, keep indemnified and hold harmless HSBC (and the HSBC Group Members and their respective contractors, employees and suppliers) against all claims, demands, actions, proceedings and all Losses:

	(a)	in relation to any claim relating to death and/or personal injury caused by its (or its agent's or sub contractor's) negligence;
	(b)	in relation to, or damage, loss or destruction of, any property owned by or used by HSBC where the Supplier, or Supplier Personnel is legally liable or responsible for the damage, loss or destruction or the same results from a breach of this Agreement or as a result of an act or omission, as applicable, by the Supplier, any Supplier Affiliate, Supplier Personnel, any Sub-Contractor and/or and other third party or person for whom the Supplier is responsible in the performance of the Services or whose presence in the relevant location or site is authorised by the Supplier;
	(c)	in relation to the Supplier, any Supplier Affiliates or any Sub-Contractor, breach by the Supplier or any Supplier Affiliate or any Sub-Contractor of its information security obligations;
	(d)	incurred by HSBC or any HSBC Group Member as a direct result of any breach of any Laws by the Supplier, a Supplier Affiliates or any Sub-Contractor; and
	(e)	the Supplier's liability for any regulatory losses, fines, expenses incurred by HSBC or the HSBC Group Members as a direct result of a breach by the Supplier of any laws and further costs incurred by HSBC to meet additional requirements imposed by the relevant Regulator as a result of such breach.

19.2 In the event that HSBC reasonably believes that any claim arising from the indemnities set out in this Agreement) may:

	(a)	cause damage to HSBC's or any HSBC Group Member's goodwill or reputation;
	(b)	materially impact upon HSBC's business;
	(c)	cause it to be in breach of Laws;
	(d)	have a significant public relations impact on HSBC;
	(e)	mean the Supplier is unable to pay Losses arising under such claim,

then HSBC may conduct the defence and/or settlement of such litigation (including any associated settlement discussions) and the Supplier will permit HSBC to do so. The Supplier will: (a) provide all reasonable assistance to HSBC in relation to HSBC's conduct of such litigation; and (b) not make any admission of liability or agree to any settlement or compromise of any such claim without the prior written consent of HSBC, should HSBC decide to exercise this option. Any settlement binding upon the Supplier shall require the Supplier’s prior written consent, which Supplier agrees it shall not unreasonably withhold or delay.

19.3 In relation to any third party claim giving rise to a claim under any indemnity, HSBC shall (and shall procure that any relevant HSBC Group Member shall) use Reasonable Endeavours to:

	(a)	notify the Supplier in writing of any such claim of which it has notice;
	(b)	not make any admission of liability or agree to any settlement or compromise of any such claim without the prior written consent of the Supplier (which shall not be unreasonably withheld or delayed); and
	(c)	at the Supplier’s request and expense, give the Supplier all reasonable assistance in connection with those negotiations and litigation.

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	19.4	Without prejudice to the above, the Supplier shall pay promptly any legal damages, costs and expenses incurred or suffered by HSBC and/or any other Service Recipient, including any financial awards against HSBC and/or any other Service Recipient in such action, which are attributable to any claim giving rise to a claim under the indemnity in this Agreement. Where such legal damages, costs and expenses are payable to third parties, the Supplier shall pay the equivalent amount to HSBC or the other relevant Service Recipient on or before the date on which HSBC or the other relevant Service Recipient is due to pay them to the third party. Where such costs and expenses are incurred internally the Supplier shall pay to HSBC and/or the other relevant Service Recipient such expenses or other amounts when notified by HSBC or Service Recipient to the Supplier or, if later, when incurred.
	19.5	In addition to the other provisions of this clause, should any aspect of the Services become, or in HSBC's opinion be reasonably likely to become, the subject of a claim of infringement of any Intellectual Property Right, the Supplier shall:

	(a)	procure for HSBC, and all relevant Service Recipients the right to continue using and/or receiving the Services (as appropriate); or
	(b)	replace or modify the Services (as appropriate) to make it non-infringing without affecting its performance or functionality.

	19.6	If the Supplier is unable to achieve the purpose in clauses 19.5(a) or 19.5(b) within one (1) month of the date on which the relevant aspect of the Services becomes subject to a claim of infringement or three (3) months of the date on which HSBC or the relevant HSBC Group Member has reasonably ceased the use of the relevant Services or any material part thereof on grounds that continued use might give rise to a claim of infringement (whichever first occurs) then, without prejudice to HSBC's or the other relevant Service Recipient's other rights and remedies, the Supplier will return to HSBC and the other relevant Service Recipient an equitable portion of all Charges paid in respect of the Services in question.
	20.	LIABILITY
	20.1	Neither party shall be liable to the other, in tort (including negligence), breach of contract, breach of statutory duty or otherwise due to, under and/or arising out of or in connection with this Agreement to the extent such loss or damage is consequential, indirect, special or punitive, whether or not that party had been advised of the likelihood of any such loss or damage.
	20.2	The liability of HSBC to the Supplier under or in connection with this Master Services Agreement whether arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause, not exceed [***] of the Charges paid and payable under this Agreement in respect of the calendar year in which the claim or first in a series of connected claims occurred.
	20.3	The liability of the relevant HSBC Contracting Party under or in connection with the relevant Local Services Agreement to which it is a party entered into pursuant to the terms of this Agreement, whether arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause, not exceed [***] of the Charges paid and payable under the relevant Local Services Agreement in respect of the calendar year in which the claim or first in a series of connected claims occurred. Unless it is a party to the relevant Local Services Agreement, HSBC shall have no liability under any Local Services Agreement.
	20.4	The aggregate liability of the Supplier to HSBC due to, under and/or arising out of or in connection with this Master Service Agreement in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in respect of any claim or series of connected claims arising out of the same cause, not exceed the highest of:

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	(a)	a sum equal to [***] of the Charges paid or payable under this Agreement in respect of the calendar year in which the claim (or first in a series of connected claims) occurred;
	(b)	where Charges will be paid for less than twelve (12) months in respect of such calendar year, a sum calculated by dividing the Charges actually paid or payable in respect of such calendar year by the number of months in respect of which such Charges have been or will be paid and multiplying the result by twelve (12) across such part year and then extrapolated to provide a twelve (12) month figure; and
	(c)	[***].

20.5 The aggregate liability of the Supplier and any Supplier Contracting Party to the relevant HSBC Contracting Party due to, under and/or arising out of or in connection with a Local Services Agreement entered into pursuant to the terms of this Agreement in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in respect of any claim or series of connected claims arising out of the same cause, not exceed the highest of:

	(a)	a sum equal to [***] of the Charges paid or payable under such Local Services Agreement in respect of the calendar year in which the claim (or first in a series of connected claims) occurred;
	(b)	where Charges will be paid for less than twelve (12) months in respect of such calendar year, a sum calculated by dividing the Charges actually paid or payable in respect of such calendar year by the number of months in respect of which such Charges have been or will be paid and multiplying the result by twelve (12) across such part year and then extrapolated to provide a twelve (12) month figure; and
	(c)	[***].

	20.6	In calculating the Charges that are paid or payable for the purpose of clauses 20.4 and 20.5, no account shall be taken of any deductions from, or reduction in, such Charges that are attributable to the Supplier or Supplier Contracting Party's performance or of any set-off legitimately applied to such Charges by HSBC or an HSBC Contracting Party in accordance with this Agreement and/or the Local Services Agreement, that is, any such deduction, reduction or amount that is set-off shall be added back to the Charges for the purpose of the calculation.
	20.7	In the event that the Supplier or a Supplier Affiliate has a claim of whatever nature against HSBC or an HSBC Group Member arising out of or in connection with this Agreement the Supplier or relevant Supplier Affiliate with such claim shall:

	(a)	bring such claim only against HSBC or the relevant HSBC Group Member whichever of them is in breach of an obligation under this Agreement which relates to such claim; and
	(b)	not bring any such claim against HSBC or any other HSBC Group Member which is not in breach of an obligation under this Agreement which relates to such claim.

For the avoidance of doubt, the Supplier and/ or the Supplier Affiliates shall not bring any claims against HSBC or an HSBC Group Member where it has brought the same or substantially similar claim for the same loss or damages against another of them.

20.8 In the event that HSBC or any HSBC Group Member has a claim of whatever nature against the Supplier or any Supplier Affiliate arising out of or in connection with this Agreement, HSBC or relevant HSBC Group Member with such claim shall:

	(a)	bring such claim only against the Supplier or relevant Supplier Affiliate whichever of them is in breach of an obligation under this Agreement which relates to such claim; and
	(b)	not bring any such claim against the Supplier or any Supplier Affiliate which is not in breach of an obligation under this Agreement which relates to such claim.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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For the avoidance of doubt, HSBC and/ or the HSBC Group Members shall not bring any claims against the Supplier or any Supplier Affiliate where it has brought the same or substantially similar claim for the same loss or damages against another of them.

	20.9	In the event that any HSBC Contracting Party or Service Recipient has a claim of whatever nature against the Supplier or any Supplier Affiliate arising out of or in connection with this Agreement or a Local Services Agreement entered into pursuant to the terms of this Agreement, then HSBC may, at its option, elect to bring such a claim against the Supplier or any Supplier Affiliate as if HSBC itself was entitled to make such a claim, in which case the provisions of clause 20.8 above shall apply, provided that the Supplier or any Supplier Affiliate shall not be liable to any HSBC Contracting Party or Service Recipient or HSBC (as the case may be) to the extent that HSBC or any such HSBC Contracting Party or Service Recipient (as the case may be) has already made recovery of any amounts arising out of the same liability or Loss.
	20.10	HSBC shall be entitled to recover from the Supplier damages in respect of any liability of the Supplier Contracting Party to the HSBC Contracting Party and any other HSBC Group Member or Service Recipient arising out of or relating to any Local Services Agreement as though the relevant loss or damage had been suffered by HSBC.
	20.11	No limit on or exclusion of liability shall apply under this Agreement or any Local Services Agreement to:

	(a)	claims of fraud or fraudulent statements;
	(b)	claims for the Supplier's wilful default or abandonment of its obligations;
	(c)	any liability under the indemnities granted in this Agreement by the Supplier, save that any liability arising under the indemnities granted pursuant to clauses 10.9(d), 10.9(g), 13.6, 19.1(b) and 19.1(c) shall fall within the caps set out at clauses 20.4 and 20.5, as applicable;
	(d)	any breach of the obligations set out in clauses 21 (Confidentiality) or 22 (Publicity);
	(e)	the Supplier's liabilities arising under Schedule 7 (Human Resources);
	(f)	any liability under clause 39.6(c)(v) (Bribery and Corrupt Practices); or
	(g)	any other liability which cannot be lawfully excluded or limited.

	21.	CONFIDENTIALITY
	21.1	During the term of this Agreement and for a reasonable period following termination of the same the Supplier shall, and shall procure that the Supplier Contracting Party, all Supplier Affiliates and its Supplier Personnel and Sub-Contractors shall:

	(a)	keep confidential all Confidential Information of HSBC, and the HSBC Group Members;
	(b)	not disclose or transfer (directly or indirectly) to any third party (other than as permitted hereunder) any Confidential Information of HSBC or any HSBC Group Member; and

(c) not use (including by making unnecessary copies) unless expressly authorised by HSBC or as applicable by an HSBC Group Member (where such HSBC Group Member has the necessary authority) any Confidential Information or Intellectual Property Rights of HSBC or any HSBC Group Member.

21.2 During the term of this Agreement and for a reasonable period following termination of the same HSBC shall, and shall procure that the HSBC Contracting Party, all HSBC Group Members and its and their respective employees, agents and contractors shall:

	(a)	keep confidential all Confidential Information of the Supplier and Supplier Affiliates;
	(b)	not disclose or transfer (directly or indirectly) to any third party (except HSBC Group Members which are not parties to this Agreement and as otherwise permitted hereunder, provided such HSBC Group Members are under obligations of confidentiality equivalent to those set out in this Agreement) any Confidential Information of the Supplier or the Supplier Affiliates; and

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(c) not use (including by making unnecessary copies) other than as strictly necessary for the performance of this Agreement any Confidential Information of the Supplier or the Supplier Affiliates.

	21.3	Nothing in this Agreement shall prevent disclosure of another party’s Confidential Information where such disclosure is required by applicable law or regulation, or any Regulator, recognised stock exchange or court of competent jurisdiction, subject (except where such notice is prohibited by the law, regulation, Regulator, stock exchange or court in question) to the party required to make the disclosure giving the party whose Confidential Information is to be disclosed notice of the disclosure, and reasonable assistance if that party wishes to challenge the requirement to make the disclosure, or in the case of HSBC, where use/disclosure of the Confidential Information is reasonably required in connection with the envisaged use of the Services and/or Deliverables.
	22.	PUBLICITY

The Supplier shall not, and shall procure that none of the Supplier Contracting Parties and Supplier Affiliates shall disclose the existence of this Agreement, nor of any Local Services Agreement either during the term of any of them or at any time following expiry or termination of them in any journal magazine or publication or any other medium or otherwise use HSBC’s or the HSBC Group Members’ names or logos (including any trade marks) in any of its advertising or publicity material without HSBC’s prior written consent, which may be withheld or given in HSBC’s absolute discretion, except to the extent mandated by applicable law or regulation.

	23.	DATA PROTECTION
	23.1	If the Supplier and/or a Supplier Affiliate receive data that falls within the scope of the relevant Data Protection Legislation and in respect of which HSBC and/ or any HSBC Group Member is primarily responsible and/ or accountable under the relevant Data Protection Legislation (the HSBC Personal Data) pursuant to or in connection with this Agreement, the Supplier and Supplier Contracting Party (as applicable) shall and shall procure that the other of them and/ or any relevant Supplier Affiliates shall:

	(a)	protect such HSBC Personal Data as Confidential Information;
	(b)	only use such HSBC Personal Data as strictly necessary for the performance of its obligations under this Agreement or as otherwise directed in writing by HSBC or the relevant HSBC Contracting Party and no further;
	(c)	not store, host, transfer to it or process the HSBC Personal Data gathered from entities or Data Subjects within the European Economic Area in any country outside the European Economic Area without the prior written consent of HSBC;
	(d)	not permit any other party (including any Sub-Contractor) to use, store, host or process any HSBC Personal Data without having notified HSBC of the same in writing and in advance of such use, storage, hosting or processing taking place;
	(e)	when requested by HSBC, promptly enter into an agreement with the HSBC or a HSBC Group Member as the EU model terms or such variation as a Regulator might require, in respect of any processing of HSBC Personal Data outside of the European Economic Area;
	(f)	at no additional cost to HSBC, cooperate as requested by HSBC to enable HSBC to comply with any exercise of rights by a Data Subject under the Data Protection Legislation in respect of HSBC Personal Data processed by the Supplier under this Agreement or comply with any assessment, enquiry, notice or investigation under the Data Protection Legislation which shall include the provision of all data requested by HSBC within the timescale specified by HSBC in each case;

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	(g)	immediately notify HSBC of any enquiries from any data protection authorities in respect of HSBC Personal Data and allow HSBC (to the extent possible) to take control of any responses to such authorities;
	(h)	comply with all reasonable instructions of HSBC in relation to any such HSBC Personal Data, including in relation to complying with any registration requirements, requests from any Regulator or entering into any further contracts or paperwork; and
	(i)	not otherwise process it in any way contrary to any applicable Data Protection Legislation.

	23.2	The Supplier acknowledges and agrees that if, in the context of any Local Services Agreement, the HSBC Contracting Party advises that requirements additional to those already specified in this clause exist under the relevant Data Protection Legislation, then the Supplier Contracting Party shall implement and shall procure that the Supplier and/or relevant Supplier Affiliates shall implement such additional requirements to satisfy the relevant Data Protection Legislation and on request from the HSBC Contracting Party shall provide evidence of same.
	23.3	The Supplier shall implement and ensure that its agents, Sub-Contractors and employees implement strict and adequate security, technical and organisational measures in respect of the integrity and confidentiality of the HSBC Personal Data whilst in its possession to ensure that the HSBC Personal Data will not be recorded, disclosed, processed, deleted, altered, used or otherwise tampered with in an unauthorised or accidental manner and to protect the HSBC Personal Data in accordance with the relevant Data Protection Legislation.
	23.4	The Supplier shall immediately notify HSBC of any actual, potential or alleged breach of the provisions of this clause.
	23.5	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and all relevant HSBC Group Members from and against, and agree to pay on demand, any and all Losses, (including legal fees on a full indemnity basis) incurred by or awarded against HSBC and all relevant HSBC Group Members as a result of any breach of this clause 23. Without prejudice to the foregoing or to any other rights or remedies of HSBC and relevant HSBC Group Members, in the event of any breach of this clause the Supplier undertakes promptly to remedy the breach (or the circumstances giving rise to the breach) without charge and at no additional cost to HSBC or the relevant HSBC Group Members.
	24.	BREACH, TERMINATION and exit
	24.1	Termination by HSBC

(a) Termination of this Master Services Agreement

(i) HSBC Holdings plc may, without prejudice to its other rights or remedies, terminate this Master Services Agreement, in part or in whole, if one or more of the following events occurs:

	(A)	at any time for any reason whatsoever without the imposition of any penalty on three (3) month’s written notice;
	(B)	immediately on written notice if it becomes apparent that the Supplier has become insolvent or has had a receiver, administrator or administrative receiver appointed or applied for or has called a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) or an application is made to appoint a provisional liquidator of the Supplier or for an administration order or notice of intention to appoint an administrator is given or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of the Supplier's creditors, or any event analogous to any of the foregoing occurs in any jurisdiction other than England and Wales in respect of a Supplier Affiliate engaged in providing Services or if the Supplier ceases or threatens to cease to carry on business;

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	(C)	on three (3) months’ written notice if there is a change of Controlling Interest of the Supplier;
	(D)	immediately on written notice if the Supplier commits any material or persistent default of this Master Services Agreement, which is either incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of HSBC within thirty (30) days of written notice requiring the default to be remedied;
	(E)	immediately on written notice where the applicable At Risk Amount is reached in respect of any month or the Service Credits incurred by the Supplier in any period of three (3) consecutive months exceeds seventy five per cent (75%) of the applicable At Risk Amount;
	(F)	the Supplier fails to achieve the same Service Level more than three (3) times within any period of six (6) consecutive months;
	(G)	immediately on written notice if the Supplier fails to perform or procure the Services for any reasonable period specified by HSBC, or if no such period is specified then for a period of seven (7) consecutive days or an aggregate of fourteen (14) days in any six (6) month period;
	(H)	immediately on written notice if HSBC considers (in its absolute discretion) that termination is required by any rule or guidance of any Regulator that has authority over HSBC or more than one of the HSBC Group Members (or with whose rules and guidance HSBC or the relevant HSBC Group Members are accustomed to comply);
	(I)	immediately on written notice if the Supplier or other Supplier Affiliate behaves in a manner which in the reasonable opinion of HSBC is likely to bring HSBC or any HSBC Group Member into disrepute or otherwise to compromise or adversely affect the reputation and standing of HSBC or any HSBC Group Member;
	(J)	if the Supplier is in breach of any of its banking covenants, or suffers a deterioration in its credit rating with Xxxx and Bradstreet so as to fall to a 'Risk Indicator' and/or 'Financial Strength Indicator' of 4; and
	(K)	as otherwise described in clauses 25.1 (Force Majeure) and 39.6 (Bribery and Corrupt Practices).

(ii) HSBC Holdings plc may terminate this Master Services Agreement for convenience and without liability on provision of written notice to the Supplier if:

	(A)	no Local Services Agreements have entered into force within three (3) months or more following the Signature Date; or
	(B)	at any other point in time where there are no Local Services Agreements in force.

(iii) Save where HSBC Holdings plc is also the HSBC Contracting Party to a Local Services Agreement, HSBC Holdings plc shall not be entitled to terminate any Local Services Agreement.

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(b) Termination of a Local Services Agreement

(i) A HSBC Contracting Party may, without prejudice to its other rights or remedies, terminate a Local Services Agreement to which is it a party, in part or in whole, if one or more of the following events occurs:

	(A)	at any time for any reason whatsoever without the imposition of any penalty on three (3) month’s written notice;
	(B)	immediately on written notice if it becomes apparent that the Supplier Contracting Party has become insolvent or has had a receiver, administrator or administrative receiver appointed or applied for or has called a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) or an application is made to appoint a provisional liquidator of the Supplier Contracting Party or for an administration order or notice of intention to appoint an administrator is given or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of the Supplier Contracting Party's creditors, or any event analogous to any of the foregoing occurs in any jurisdiction other than England and Wales in respect of a Supplier Affiliate engaged in providing Services or if the Supplier Contracting Party ceases or threatens to cease to carry on business;
	(C)	on three (3) months’ written notice if there is a change of Controlling Interest of the Supplier Contracting Party;
	(D)	immediately on written notice if the Supplier Contracting Party commits any material or persistent default of the Local Services Agreement, which is either incapable of remedy, or if capable of remedy is not remedied to the reasonable satisfaction of the HSBC Contracting Party within thirty (30) days of written notice requiring the default to be remedied;
	(E)	immediately on written notice where the applicable At Risk Amount is reached in respect of any month or the Service Credits incurred by the Supplier Contracting Party in any period of three (3) consecutive months exceeds seventy five per cent (75%) of the applicable At Risk Amount;
	(F)	the Supplier Contracting Party fails to achieve the same Service Level more than three (3) times within any period of six (6) consecutive months;
	(G)	immediately on written notice if the Supplier Contracting Party fails to perform or procure the Services for any reasonable period specified by the HSBC Contracting Party, or if no such period is specified then for a period of seven (7) consecutive days or an aggregate of fourteen (14) days in any six (6) month period;
	(H)	immediately on written notice if the HSBC Contracting Party considers (in its absolute discretion) that termination is required by any rule or guidance of any Regulator that has authority over the HSBC Contracting Party or more than one of the HSBC Group Members (or with whose rules and guidance the HSBC Contracting Party or the relevant HSBC Group Members are accustomed to comply);

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	(I)	immediately on written notice if the Supplier Contracting Party or other Supplier Affiliate behaves in a manner which in the reasonable opinion of the HSBC Contracting Party is likely to bring the HSBC Contracting Party or any HSBC Group Member into disrepute or otherwise to compromise or adversely affect the reputation and standing of the HSBC Contracting Party or any HSBC Group Member;
	(J)	if the Supplier Contracting Party is in breach of any of its banking covenants, or suffers a deterioration in its credit rating with Xxxx and Bradstreet so as to fall to a 'Risk Indicator' and/or 'Financial Strength Indicator' of 4; and
	(K)	as otherwise described in clauses 25.1 (Force Majeure) and 39.6 (Bribery and Corrupt Practices).

(ii) A HSBC Contracting Party shall provide thirty (30) days prior written notice (or, where this is not possible, as much prior written notice as possible) to HSBC Holdings plc of its intention to terminate a Local Services Agreement pursuant to clause 24.1(b). Any failure to provide such notice shall not however invalidate any termination by a HSBC Contracting Party pursuant to clause 24.1(b).

(c) Additional HSBC Termination Rights

	(i)	If this Master Services Agreement is terminated, each HSBC Contracting Party may, in its sole discretion, terminate any Local Service Agreements to which it is a party, which shall be terminable on the same grounds.
	(ii)	If termination of a Local Services Agreement would have a material impact on the provision of the Services being provided pursuant to this Master Services Agreement, HSBC Holdings plc may, in its sole discretion, treat the right of termination of such Local Services Agreement as a right of termination for this Master Service Agreement, which shall be terminable on the same grounds.
	(iii)	If termination of a Local Services Agreement would have a material impact on the provision of the Services being provided pursuant to any other Local Services Agreement, the relevant HSBC Contracting Party in respect of such other Local Services Agreements may, in its sole discretion, treat the right of termination of such Local Services Agreement as a right of termination for any other Local Service Agreements to which it is a party, which shall be treated as if being terminable on the same grounds as the first terminated Local Services Agreement.

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24.2 Termination by the Supplier

	(a)	GP Strategies Managed Services Limited may terminate this Master Services Agreement, immediately on written notice, if it becomes apparent that HSBC Holdings plc has become insolvent or has had a receiver appointed or applied for or has called a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) or has had a petition lodged against it in relation to any potential insolvency which is not successfully opposed within thirty (30) days of being lodged.
	(b)	A Supplier Contracting Party may terminate a Local Services Agreement to which is it a party, immediately on written notice, if it becomes apparent that the relevant HSBC Contracting Party has become insolvent or has had a receiver appointed or applied for or has called a meeting of creditors or resolved to go into liquidation (except for bona fide amalgamation or reconstruction while solvent) or has had a petition lodged against it in relation to any potential insolvency which is not successfully opposed within thirty (30) days of being lodged.
	(c)	A Supplier Contracting Party may terminate a Local Services Agreement to which it is a party, on giving written notice, should the HSBC Contracting Party fail to pay to the Supplier Contracting Party by the due date for payment any material undisputed and validly invoiced Charges under the relevant Local Services Agreement due to the Supplier Contracting Party, which, in aggregate (having taken into account and been reduced by any pre-paid Charges and any other fees), exceed an amount equivalent to:

	(i)	the greater of [***] if the Local Services Agreement in question is in respect of a Phase 1 Country (as described in Appendix 2-A (Global Transition Milestones) of Schedule 2 (Transition and Transformation));
	(ii)	[***] Charges if the Local Services Agreement in question is in respect of a Phase 2, 3 or 4 Country (as described in Appendix 2-A (Global Transition Milestones) of Schedule 2 (Transition and Transformation)),

provided always that the Supplier Contracting Party has:

	(iii)	given to the HSBC Contracting Party in writing a first notice of default relating to such non-payment;
	(iv)	escalated the matter for urgent senior level review between the Supplier Contracting Party and the HSBC Contracting Party;
	(v)	following such escalation, provided a further written default notice of its intended termination for such non-payment, where such notice has been dated and given not less than thirty (30) days' following the previous notice; and
	(vi)	following receipt of the second notice, the HSBC Contracting Party fails to pay the aggregate amount within thirty (30) days of the date of such second notice,

save that if the HSBC Contracting Party makes full payment prior to the expiry of the second notice, such notice shall be set aside and the termination shall not take effect.

(d) The termination rights of the Supplier as set out in this clause 24.2 are the sole termination rights of the Supplier, whether arising under the terms of this Agreement or pursuant to common law or otherwise.

24.3 Continued Operation and Validity

(a) Except as set out in clause 24.1(c)(i), termination of this Master Services Agreement shall not affect the operation or validity of any Local Services Agreement.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	(b)	Except as set out in clauses 24.1(c)(ii), termination of a Local Services Agreement shall not affect the operation or validity of this Master Services Agreement.
	(c)	Except as set out in clauses 24.1(c)(iii), termination of a Local Services Agreement shall not affect the operation or validity of any other Local Services Agreement.

24.4 Consequences of Termination

	(a)	On expiry or termination of this Agreement or any Local Services Agreement or any Service (or any part of this Agreement, Local Services Agreement or any Service), the parties shall comply with their respective obligations in Schedule 7 (Human Resources) and Schedule 13 (Exit Management).
	(b)	Without prejudice to any other right or remedy of HSBC, the HSBC Contracting Party and the other HSBC Group Members under this Agreement or any Local Services Agreement, in the event of the expiry or any termination (in full or in part) of this Agreement or any Local Services Agreement for any reason whatsoever, HSBC, the HSBC Contracting Party and the other relevant HSBC Group Members may keep copies of the Documentation for archival and/or regulatory purposes as stipulated by any Regulator of HSBC, the HSBC Contracting Party or any other relevant HSBC Group Member, and the Supplier, the Supplier Contracting Party and the Supplier Affiliates shall procure that such party is entitled to retain such Documentation for such purposes.
	(c)	Except for termination by HSBC or a HSBC Contracting Party under clauses 24.1(a)(i)(A) or 24.1(b)(i)(A), as appropriate, or by a Supplier Contracting Party under clause 24.2(c) to the extent that the sum of any such pre-paid Charges and any other fees, is greater than the amount of the unpaid Charges giving rise to the right to terminate pursuant to clause 24.2(c), HSBC or the relevant HSBC Contracting Party shall be entitled to a pro rata refund of any and all pre-paid Charges and any other fees in respect of any terminated Services that relate to any period after the relevant termination date.
	(d)	Termination or expiry of this Agreement (or any part thereof) shall not affect any rights accrued prior to termination or expiry.
	(e)	Notwithstanding the expiry or termination of this Agreement (or any part thereof) for any reason, it shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination.

24.5 Agreement and Updating of Exit Plan

	(a)	The Supplier and the Supplier Contracting Parties shall, within twenty (20) days following the Signature Date, produce an Exit Plan (based on the principles set out in Schedule 13 (Exit Management) for the orderly transition of the Services from the Supplier or relevant Supplier Affiliate to HSBC, any other HSBC Group Member or any Successor Supplier in the event of expiration or termination of this Agreement for any reason. Within twenty (20) Working Days after the submission of that Exit Plan, the parties will meet and use their respective Reasonable Endeavours to agree the contents of that Exit Plan, based on the principles set out in Schedule 13 (Exit Management).
	(b)	If the parties fail to agree an Exit Plan before the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement, then HSBC shall be entitled to terminate this Agreement immediately on such date.
	(c)	The Supplier shall:

(i) in accordance with each Local Services Agreement, update the Exit Plan for each Country, respectively, within twenty (20) days following the signature date in respect of each subsequent Local Services Agreement to be entered into pursuant to this Agreement, to reflect changes in the Services and to take account of any variations necessitated by the provision of Services in those Countries;

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	(ii)	maintain and update the Exit Plan(s) regularly (meaning no less frequently than annually within twenty (20) Working Days of the commencement of each Year) throughout the Term and the Termination Period to reflect any changes in the Services;
	(iii)	provide all information and assistance reasonably necessary to effect the termination in accordance with the Exit Plan; and
	(iv)	jointly review and verify the Exit Plan if required by HSBC and promptly correct any identified failures.

(d) The Exit Plan shall, amongst other things:

	(i)	provide details of the Supplier functions and other resources that shall provide the Termination Services as agreed between the parties;
	(ii)	be designed to address all the issues set out in this clause 24.5 and Schedule 13 (Exit Management); and
	(iii)	provide a timetable, project milestones, generic timings, process, responsibilities of each of the Parties and specify critical controls for providing the Termination Services.

	(e)	Following such updates the Supplier shall immediately submit the revised Exit Plan to HSBC for review. Within twenty (20) Working Days after the submission of the revised Exit Plan, the parties will meet and use their respective Reasonable Endeavours to agree the contents of the revised Exit Plan, based on the principles set out in Schedule 13 (Exit Management) and the changes that have occurred in the Services, any Supplier Systems and Supplier Personnel used to provide the Services since the Exit Plan was last agreed.
	(f)	Within ten (10) Working Days after service of notice of termination (whether as to whole of the Services or part only) by either party or six (6) months prior to the expiration of this Agreement, the Supplier shall submit an Exit Plan update to reflect all changes to the Services since the last agreed plan in a form that could be implemented immediately to HSBC for review and approval. The parties shall meet and use their Reasonable Endeavours to agree the contents of the Exit Plan based on the principles set out in Schedule 13 (Exit Management). For the avoidance of doubt, the provisions of clause 24.6 shall apply during such period.
	(g)	Where there is any dispute between the parties regarding, or failure to agree, the manner in which the Termination Services are to be performed or the content of the Exit Plan, either party may on written notice to the other, refer that issue to the process set out in clause 26 (Disputes).
	(h)	Prior to and during the Termination Period, the Supplier and the Supplier Contracting Parties shall provide, when requested by HSBC and at no cost, such information as HSBC reasonably requires for the purpose of seeking tenders for successor services to the Services.

24.6 Provision of Termination Services during the Termination Period

(a) Following notice of termination of or six (6) months prior to expiry of this Agreement, the Supplier shall at the request of HSBC continue to provide, and will procure that its Sub-Contractors continue to provide the Services (as applicable) and will provide the Termination Services for the Termination Period as specified by HSBC or such shorter period as HSBC may require, and during such period the Charges will continue to be payable in accordance with Schedule 5 (Charges), together with the Termination Services Fees.

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	(b)	During the Termination Period, the Supplier shall, in addition to providing the Services and the Termination Services provide to HSBC any reasonable assistance requested by HSBC to allow the Services to continue without interruption or adverse effect on HSBC following the termination or expiration of this Agreement and to facilitate the orderly transfer of responsibility for and conduct of the Services to HSBC, any other HSBC Group Member or a Successor Supplier nominated by HSBC. The Supplier shall use Reasonable Endeavours to reallocate resources to provide these parts of the Services and Termination Services without additional costs.
	(c)	During the Termination Period, where practical and without disrupting the Services or the Termination Services, and in any event by the end of the Termination Period:

	(i)	the Supplier shall (at HSBC's option) transfer to HSBC, any other HSBC Group Member and/or any Successor Supplier all or any Assets which are paid for in full by HSBC under or in connection with this Agreement (at no cost to HSBC, any other HSBC Group Member or the Successor Supplier);
	(ii)	the Supplier, Supplier Affiliates and Supplier Personnel shall cease to use and shall transfer (or at the written request of HSBC but not otherwise) destroy all HSBC Data relating to or belonging to HSBC and/or any other HSBC Group Member in its possession to HSBC any other HSBC Group Member and/or any Successor Supplier, save to the extent that any data is required for the purposes of providing the Termination Services or any other services to HSBC and/or any other HSBC Group Member under this clause 24.6 or the Exit Plan;
	(iii)	each party shall cease to use and return to the other party or at the other party's written request to destroy all Confidential Information of the other party and will certify that it does not retain the other party's Confidential Information, save to the extent that such information needs to be retained by the party in question for the purposes of providing or receiving the Services, Termination Services or other services to be provided during the Termination Period or Replacement Services;
	(iv)	HSBC, any other HSBC Group Member and/or any Successor Supplier may acquire at HSBC's option (but without any obligation to do so) at net book value, any of the Assets owned by the Supplier or Supplier Contracting Party (and at least book value in the case of any Assets leased by the Supplier or Supplier Contracting Party) which, at the date of the notice of termination are:

	(A)	necessary to provide the Services; and
	(B)	exclusively used to provide services to HSBC by the Supplier or Supplier Contracting Party;

	(v)	at the written request of HSBC (but not otherwise), the Supplier shall, and shall procure the Supplier Contracting Parties and Supplier Affiliates shall, use their Reasonable Endeavours to obtain an assignment, novation or licence for HSBC, any other HSBC Group Member and/or any nominated Successor Supplier for any third party contracts or licences required to perform the Replacement Services (including without limitation, equipment leases, maintenance and support agreements, Software and hardware maintenance agreements, agreements relating to Supplier Intellectual Property, and Third Party Intellectual Property used by the Supplier in the provision of the Services) required to be transferred by HSBC (at its sole discretion);
	(vi)	at the written request of HSBC (but not otherwise), the Supplier shall, and shall procure that the Supplier Contracting Parties and Supplier Affiliates shall, provide all training and transfer all know-how (other than know-how falling within the definition of the Supplier’s Confidential Information) relating to the provision of the Services to HSBC, any other HSBC Group Member and/or its nominated Successor Supplier required to be transferred by HSBC (at its sole discretion).

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	(d)	The Supplier shall, and shall procure the Supplier Contracting Parties and Supplier Affiliates shall, take all reasonable steps to mitigate the amount of Termination Services Fees payable by HSBC.
	(e)	HSBC and each HSBC Contracting Party shall be entitled, by giving written notice at any time prior to the end of the Termination Period, to require the Supplier or Supplier Contracting Party to continue to supply the Services for a period of up to twelve (12) months from the end of the Termination Period for the purpose of transitioning to a Successor Supplier. The rates payable shall be equivalent to the rates underlying the Services, except where higher rates may be necessary or appropriate to ensure retention of Supplier Personnel and provided always that any such higher rates are agreed in advance with HSBC in accordance with Schedule 5 (Charges) and that the Supplier can demonstrate to HSBC's satisfaction that: (i) current Supplier Personnel resource cannot be redeployed to provide such Services such that the costs in respect of which Supplier Personnel fall within the Charges; and (ii) that the higher rates proposed are in fact the lowest possible rates available on which to secure the continued support from such Supplier Personnel.

	25.	FORCE MAJEURE
	25.1	Subject to the exceptions set out in clauses 25.2 and 25.3, and in the case of the Supplier, compliance with clause 17.2 (Relief Events), neither HSBC nor the Supplier shall be liable for any delays or failures of performance of any part of this Agreement to the extent that they are attributable to its being affected by an Event of Force Majeure, provided always that the party so affected shall use Best Endeavours to resume performance as quickly as possible and shall promptly give the other party full particulars of the failure or delay and consult with the other party concerning the failure or delay and the steps that it is taking in order to resume performance from time to time as appropriate. The unaffected party shall likewise be relieved of liability in respect of performance of any corresponding or related obligations to an equivalent extent. If any delay or failure attributable to an Event of Force Majeure on the part of the Supplier continues for a period of three (3) months, or for sixty (60) days in any one hundred and twenty (120) day period, HSBC shall be entitled to terminate this Agreement immediately on giving written notice to the Supplier. For the avoidance of doubt, the provisions of this clause shall not relieve the Supplier where the impact of an Event of Force Majeure could have been mitigated by way of the Supplier taking precautions which, having regard to all the matters known to it before it was first impacted by the Event of Force Majeure, it ought reasonably to have taken, but did not.
	25.2	A party cannot claim relief from liability where the Event of Force Majeure is caused by its (or its Sub-Contractors') neglect, failure to take reasonable precautions against the relevant Event of Force Majeure, or is caused by its agents, employee(s), Sub-Contractors or suppliers.
	25.3	The Supplier shall not be entitled to claim relief where a reasonable supplier should have foreseen and provided for the cause in question or the Event of Force Majeure (or the effect of the Event of Force Majeure upon the Supplier's ability to perform its obligations under this Agreement) is attributable to the Supplier's failure to comply with its obligations under Schedule 15 (Disaster Recovery).
	26.	DISPUTES
	26.1	If at any time a dispute arises out of or in connection with this Agreement, representatives of HSBC and the Supplier (together for the purposes of this clause 26 the Parties) shall in the first instance meet in good faith with a view to resolving the dispute within a period of fifteen (15) Working Days from the day the dispute first arises.
	26.2	Should the Parties not be able to resolve the dispute within fifteen (15) Working Days, then both Parties shall refer the matter to their own appropriate senior manager(s) respectively for resolution.
	26.3	Where the Parties are not HSBC and the Supplier, if the senior manager(s) of the Parties are unable to resolve the dispute within a further ten (10) Working Days, then both Parties shall refer the matter to an appropriate senior manager(s) of HSBC and the Supplier respectively for resolution.

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	26.4	If the relevant senior manager(s) of HSBC and the Supplier respectively are unable to resolve the dispute within a further ten (10) Working Days, then the Parties may, by agreement, attempt to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. To initiate mediation the initiating Party must give notice in writing to the other Party and send a copy of the notice to CEDR. The mediation will start not later than twenty (20) Working Days after the notice. Subject to clause 26.6, the Parties agree not to commence any court proceedings in relation to the dispute until they have attempted to settle the dispute by mediation and that mediation has either terminated or failed or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
	26.5	Unless otherwise agreed in writing, the costs of any mediation carried out pursuant to this clause shall be shared equally between the Parties.
	26.6	Nothing in this Agreement shall prevent either Party from taking such action as it deems appropriate (including any application to a relevant court) for injunctive or other emergency or interim relief in relation to its Intellectual Property Rights or Confidential Information (or the Intellectual Property Rights or Confidential Information of, in the case of HSBC or any HSBC Group Member or the Intellectual Property Rights or Confidential Information of, in the case of the Supplier or any Supplier Affiliate).
	26.7	For the avoidance of doubt, in the event of any dispute the Supplier will continue to comply with its obligations under this Agreement and will procure the continued delivery of any and all Services fully in accordance with its obligations under this Agreement.
	27.	ADMINISTRATION, MANAGEMENT AND GOVERNANCE
	27.1	The Supplier recognises the importance of effectively utilising this Agreement, the Schedules and Local Services Agreements, and will dedicate a central team of representatives to manage the account commercially and technically and to report centrally on local and global activities; this team will be appropriately authorised to make decisions concerning this Agreement and the Local Services Agreements. In addition, unless otherwise agreed appropriate senior personnel from both organisations will meet quarterly on a central basis, at 0 Xxxxxx Xxxxxx, Xxxxxx to review the execution and management of this Agreement.
	27.2	The provisions of Schedule 9 (Governance) shall apply to the management of the relationship of the parties and to the management of the Services in connection with this Agreement.
	28.	CHANGE TO THE SERVICES

If HSBC or the Supplier wishes to change any of the Services provided under this Agreement, the relevant party shall notify the other party in accordance with the Change Procedure and such changes shall take effect in accordance with the Change Procedure. Any changes to this Agreement shall be made only in accordance with clause 30 (Variation)).

	29.	ASSIGNMENT and sub-contracting
	29.1	The Supplier shall not without the prior written consent of HSBC assign, transfer, part with or sub-contract any of its rights, responsibilities and/or obligations under this Agreement (in whole or in part) or delegate any of its responsibilities or obligations under this Agreement. The sub-contractors set out in Schedule 10 (Approved Sub-Contractors) shall be deemed to have been approved by HSBC for the purposes of this clause 29.1.
	29.2	Where HSBC permits the Supplier or Supplier Contracting Party to sub-contract any of its obligations under this Agreement, the Supplier shall be liable for the acts and omissions of the sub-contractor. The Supplier shall fully and effectively indemnify and keep indemnified HSBC and the other HSBC Group Members from and against, and agrees to pay on demand, any and all Losses incurred by or awarded against HSBC, and/or any other HSBC Group Member as a result of any act or omission of any sub-contractor.

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	29.3	HSBC may assign, transfer, part with or sub-contract any of its rights, responsibilities and/or obligations under this Agreement (in whole or in part) without the prior consent of the Supplier and the Supplier shall do all such things and execute a novation agreement substantially in the form set out in Schedule 22 (Standard Form Novation Agreement) and all other documents as may be reasonably required to facilitate this.
	2.3	On an on-going basis, the Supplier shall be responsible for reviewing its Sub-Contractors and proactively sourcing new learning services providers and assessing which learning services providers in the market would be able to provide an improved, better quality and/or better value service to HSBC, leveraging any existing relationships the Supplier or any Supplier Affiliate may have with learning service providers, with a view to rolling on to such learning services providers and securing them as Sub-Contractors.
	29.4	If, at any time, HSBC consents to a Learning Vendor or other learning services providers becoming a Sub-Contractor, then the Supplier shall, in securing such new Sub-Contractor, negotiate for HSBC's benefit the best available rates offered (which shall be equivalent to or, where possible, less than the lower of any rate previously negotiated by HSBC or by the Supplier or a Supplier Affiliate with the relevant proposed Sub-Contractor, as applicable and where appropriate HSBC shall, subject to any obligations of confidentiality owed by HSBC or an HSBC Group Member to such Learning Vendor which the Supplier acknowledges may prohibit any such disclosure and prior to the Supplier negotiating rates with such proposed Sub-Contractor, disclose to the Supplier any such rates or other terms and conditions which it has previously negotiated with such Sub-Contractor), notwithstanding that the Supplier has proposed guaranteed rates in accordance with Schedule 5 (Charges), so as to ensure that the Charges payable by HSBC or the relevant HSBC Contracting Party attributable to that part of the Services performed by that Sub-Contractor are based on the best available rates.
	30.	VARIATION
	30.1	No variation to this Agreement shall be effective unless in writing signed by a duly authorised officer of each of HSBC and the Supplier.
	30.2	No variation to any Local Services Agreement shall be effective unless in writing signed by a duly authorised officer of each of the HSBC Contracting Party and the Supplier Contracting Party, and if such variation is a variation to this Agreement as they are incorporated into such Agreement, such variation must also be countersigned by HSBC and Supplier, provided always that the application of such countersignature shall be for governance purposes only and shall not cause either of HSBC or the Supplier to be bound, obligated or liable as parties to such Agreement.
	30.3	In the event that the parties agree multiple variations to this Agreement, the Supplier shall, at the request of HSBC and at no cost to HSBC or the HSBC Group Members prepare an updated copy of this Agreement incorporating all such variations as are then in effect and provide such updated copy to HSBC.
	31.	NOTICES
	31.1	All notices shall be given in writing (including where agreed by email) and shall be sent to the following:

If in relation to this Agreement or a Local Services Agreement to which HSBC is a party:

for the attention of:

Chief Procurement Officer (with a copy to Global Head of Learning Operations)

0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX

Fax: 00 (0)00 00000000

If in relation to this Agreement or a Local Services Agreement to which the Supplier is a party:

for the attention of:

Xxxxx X. Xxxxx (Managing Director)

Xxxx 0 Xxxxxxxx Xxxxxxxx Xxxx

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Xxxxxxxx Xxxxxxx

Xxxxxxxxx, XX XX0 0XX

Fax: 0000 000 0000

	31.2	Where a notice relates to a Local Services Agreement to which an HSBC Group Member and/or a Supplier Affiliate is a party, such notices shall be sent to such HSBC Contracting Party and/or Supplier Contracting Party as set out in the relevant Local Services Agreement.
	31.3	Notices relating to the activities of any relevant HSBC Group Member shall be copied to the relationship manager or other senior representative of that HSBC Group Member.
	31.4	A notice sent by post or recognised overnight courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered forty-eight (48) hours after despatch. A notice sent by electronic means shall be deemed to have been received on the first working day following its despatch provided (in the case of fax) notification of a successful and complete transmission is obtained.
	32.	SET-OFF

Where the Supplier or any Supplier Affiliates have incurred any liability to HSBC or any HSBC Group Member under this Agreement or any Local Services Agreement, HSBC or any HSBC Group Member may set-off the amount of such liability against any sum that would otherwise be due to the Supplier or the Supplier Affiliate under this Agreement or such Local Services Agreement or otherwise.

33. HSBC COMPETITORS

The Supplier commits and warrants that during all such periods as it is providing the Services to HSBC, the HSBC Contracting Party, or other Service Recipients pursuant to this Agreement, it shall ensure that any Supplier Personnel involved in the provision of the Services have entered into strict confidentiality undertakings in respect of their involvement in and knowledge of the provision of the Services and shall not at any time discuss or disclose information relating to the Services with any other employees, agents, subsidiary undertakings, sub-contractors and/or other service providers of the Supplier or of a Supplier Affiliate who are not involved in the provision of the Services under this Agreement but who are providing services which are the same or similar to the Services in any of the Countries in which the Services are being provided under a Local Services Agreement, to other clients of the Supplier who are financial services providers and entities which might reasonably be considered to be HSBC Competitors.

34. FURTHER ASSURANCE

The Supplier shall, at its sole cost and expense, do and/or procure to be done all such further acts and things and execute and/or procure the execution of all such other documents as HSBC may from time to time reasonably require for the purpose of giving HSBC and the other relevant HSBC Group Members the full benefit of the provisions of this Agreement and for the fulfilment of the Supplier’s obligations under this Agreement.

35. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

	36.	INSURANCE
	36.1	The Supplier shall maintain, and shall procure that the Supplier Contracting Party and any Supplier Affiliates that are involved in the delivery of the Services shall maintain throughout the term of this Agreement and the relevant Local Services Agreement and for six (6) years thereafter policies of insurance cover with a reputable insurer with good financial standing which has a Standard & Poor's credit rating of not less than Grade AA, acceptable to the HSBC and the HSBC Contracting Party in relation to the Supplier's and if applicable, the Supplier Contracting Party’s and relevant Supplier Affiliates’ risks under such Local Services Agreement. The Supplier shall at the request of HSBC from time to time furnish or procure the furnishing of such evidence as HSBC may reasonably request to demonstrate that such insurance cover has been maintained in force with such insurer, including, without limitation, copies of any policy documentation requested by HSBC. Such policies shall include, without limitation:

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	(a)	employer's liability insurance for a minimum amount of cover of [***] on a single event or series of related events in a single calendar year;
	(b)	professional indemnity insurance for a minimum amount of cover of [***] on a single event or series of related events in a single calendar year;
	(c)	public liability insurance for a minimum amount of cover of [***] on a single event or series of related events in a single calendar year; and
	(d)	product liability insurance for a minimum amount of cover of [***] on a single event or series of related events in a single calendar year.

	36.2	The Supplier shall, at the inception of the Agreement and as and when each policy of insurance is renewed (and, in any event, on request from HSBC), provide HSBC with such evidence as HSBC may reasonably require of its terms together with evidence of payment of the last premium.
	36.3	The Supplier shall notify HSBC:

	(a)	promptly of any material changes to the level, type or other material provisions of insurance cover from those previously notified to HSBC;
	(b)	as soon as practicable when it becomes aware of any fact, relevant circumstance or matter which has caused or is reasonably likely to cause the relevant insurer to give notice to cancel, rescind, suspend or avoid any insurance or any cover or claim under any insurance.

	36.4	The Supplier's insurance policies shall be maintained on terms that are as favourable to those generally available to a prudent contractor in respect of usual and reasonable risks.
	37.	AUDIT AND REGULATORY REQUIREMENTS
	37.1	In connection with this Agreement the Supplier shall provide and shall procure that the relevant Supplier Affiliates and Sub-Contractors shall provide, and in connection with any Local Services Agreement the Supplier Contracting Party shall provide and shall procure that the Supplier and the relevant Supplier Affiliates and Sub-Contractors shall provide access to their facilities, Deliverables, Documentation and full details of the nature and delivery of any and all Services to any internal or external auditors or examiners of HSBC or the HSBC Group Members. Any such auditors or examiners shall be subject to reasonable obligations of confidentiality.
	37.2	The Supplier shall keep detailed records of all activities carried out in connection with the provision of the Services, including but not limited to any such records as are expressly required to be kept by the Supplier under the Agreement (Service Records).
	37.3	The Supplier shall keep the Service Records in the UK or in such other Countries as may be appropriate to the Services provision during the Term and for at least seven (7) years after the expiry and such Service Records, wherever located shall be readily available to HSBC on request at any time.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	37.4	HSBC and the HSBC Group Members are subject to certain regulatory requirements (including from the Prudential Regulation Authority, the Financial Conduct Authority, the Bank of England and other competent authorities and Regulators in other jurisdictions) and as a result, in addition to the Supplier’s and the Supplier Affiliates’ obligations described in clause 37.1, in connection with this Agreement the Supplier shall provide and shall procure that the relevant Supplier Affiliates and any Sub-Contractors shall, subject to any reasonable obligations of confidentiality owed to any third parties to which such information may relate, upon request and reasonable prior notice, provide to or procure for HSBC and the HSBC Group Members or internal or external auditors, Regulators or examiners of HSBC or the HSBC Group Members, access to the Supplier’s, any relevant Supplier Affiliate’s or any Sub-Contractor's premises and copies of the Supplier’s, any relevant Supplier Affiliate’s or Sub-Contractor's records pertaining to the transactions contemplated thereunder. In addition, in connection with this Agreement the Supplier shall provide and shall procure that the relevant Supplier Affiliates and Sub-Contractors shall, upon request and reasonable notice, provide to or procure for HSBC and the HSBC Group Members or internal or external auditors, Regulators or examiners of HSBC or the HSBC Group Members, a statement attesting to the Supplier’s, the relevant Supplier Affiliate’s, and/or any relevant Sub-Contractor's ongoing financial viability in the opinion of, and issued by, the Supplier’s, the relevant Supplier Affiliate’s and Sub-Contractor's independent third party accounting firm.
	37.5	In connection with this Agreement, the Supplier and the relevant Supplier Affiliates and/or Sub-Contractors shall comply with any reasonable request of HSBC or any HSBC Group Member for information relating to the Services that may be required by HSBC or any HSBC Group Member to enable HSBC or any HSBC Group Member to comply with the US Xxxxxxxx-Xxxxx Act of 2002 (and any resultant, similar or replacement legislation, rules or guidance).
	37.6	Subject to clause 37.7, each party shall bear its own costs in respect of its respective obligations under clauses 37.4 and 37.5.
	37.7	If any audit or other inspection by or on behalf of HSBC demonstrates any non-compliance by the Supplier with its obligations pursuant to the Agreement, the Supplier shall, without prejudice to any other rights and remedies HSBC may have:

	(a)	remedy the cause of such non-compliance as soon as reasonably practicable; and
	(b)	promptly refund HSBC all costs and expenses relating to such audit or inspection (including those of third party advisers).

	38.	RELATIONSHIP OF THE PARTIES
	38.1	The relationship of the HSBC and the HSBC Group Members with the Supplier and the Supplier Affiliates shall not be that of employer-employee. No employee, agent, contractor or representative of the Supplier or the Supplier Affiliates shall make any representations on behalf of HSBC or the HSBC Group Members nor may they bind or commit the same to any obligation, purchase or liability. The Supplier will be responsible for the acts and omissions of the Supplier Personnel in connection with their interaction and relationship with HSBC and/ or any HSBC Group Member and performing obligations under this Agreement (including while on the premises of HSBC and the HSBC Group Members).
	38.2	The Supplier Contracting Party will have and exercise sole authority and independent control over the means by which the Services, Deliverables and Documentation are delivered.
	38.3	No part of this Agreement is intended to create or record any partnership, joint venture, agency or other such relationship between HSBC and the HSBC Group Members and the Supplier or the Supplier Affiliates on the other (or any of their respective employees, agents, contractors, officers and other representatives). The Supplier, and the Supplier Affiliates are not agents of HSBC or any HSBC Group Member and have no authority whatsoever to bind or commit HSBC, or any HSBC Group Member by representations, contract or agreement of any kind.

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	39.	GENERAL
	39.1	Entire Agreement

	(a)	As between HSBC and the Supplier the entire agreement shall comprise this Agreement and the documents incorporated hereto by reference all as may be amended from time to time, and supersede all prior agreements, representations, statements, negotiations, arrangements and understandings between them relating to the subject matter hereof.
	(b)	Subject to clause 39.1(c), each party confirms that it has not relied upon, and (subject to clause 39.1(d)) shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any party (whether or not a party to the Agreement) unless that warranty, statement, representation, understanding or undertaking is expressly set out in the Agreement.
	(c)	Each party agrees that, in the event of a dispute relating to the interpretation of this Agreement, regard may be had to the HSBC RFP and the Supplier's written responses in order to resolve the dispute.
	(d)	Subject to clause 39.1(e) neither party shall be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in the Agreement.
	(e)	Nothing in the Agreement shall restrict or exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

39.2 Severability

If any provision of this Agreement is held by a court or competent authority to be invalid, illegal or unenforceable and can be deleted without altering the essence of this Agreement, the unlawful provision will be severed and the remaining provisions will remain valid and in full force and effect. In the event that such provision cannot be so deleted, then the Supplier and HSBC shall, negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

39.3 Survival

Clauses 1 (Definitions and Interpretation), 18 (Intellectual Property Rights and Indemnity), 20 (Liability), 21 (Confidentiality), 22 (Publicity), 23 (Data Protection), 24 (Breach, Termination and Exit), 31 (Notices), 32 (Set Off), 34 (Further Assurance), 36 (Insurance), 37 (Audit and Regulatory Requirements) and this clause 39 and all other provisions of this Agreement intended to survive termination shall survive termination of them as the context requires.

39.4 Waiver

No full or partial relaxation, forbearance, delay or negligence by the HSBC or a relevant HSBC Group Member or the Supplier or a relevant Supplier Affiliate in enforcing any of the provisions of or exercising any of the rights under this Agreement or the granting of time by the HSBC or a relevant HSBC Group Member to the Supplier, or a relevant Supplier Affiliate or by the Supplier or a relevant Supplier Affiliate to HSBC or a relevant HSBC Group Member shall prejudice affect or restrict the rights and powers of that party. No waiver of any provisions of this Agreement shall be effective unless made in writing and signed by an authorised representative of the party against which enforcement of the waiver is sought. The waiver of any breach or of any rights, obligations or liabilities arising pursuant to the provisions of this Agreement shall not be construed as a waiver of any subsequent breach or subsequent provision of, creation of or exercising of any of such rights, obligations or liabilities under this Agreement whether of the same or different nature. Except where otherwise explicitly provided or agreed in writing all remedies arising under or in connection with this Agreement and any Local Services Agreement are cumulative and not exclusive of any other remedy or right in these Terms and Condition or any Agreement or available at law.

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39.5 Cumulative Nature of Remedies

Except where otherwise explicitly agreed, all right and remedies granted in this Agreement and any Local Services Agreement are cumulative and not exclusive of any other remedy or right in this Agreement or any Local Services Agreement or at law, and no exercise of any right or remedy shall restrict or prejudice any further exercise of it.

39.6 Bribery and Corrupt Practices

(a) In connection with this Agreement the Supplier warrants, represents and undertakes that it and the relevant Supplier Affiliates have not and that it shall not and shall procure that the relevant Supplier Affiliates shall not, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving HSBC or the HSBC Group Members, make any payment or transfer anything of value, offer, promise or give a financial or other advantage or request, agree to receive or accept a financial or other advantage either directly or indirectly:

	(i)	to any government official or employee (including employees of a government corporation or public international organisation) or to any political party or candidate for public office; or
	(ii)	to any other person or entity,

if to do so would violate or cause HSBC or any HSBC Group Member to be in violation of the laws of the country in which it is done or the laws of the United States or the United Kingdom (or any part thereof).

	(b)	It is the intention of HSBC and the Supplier that in the course of their respective negotiations and performance of these Terms and Condition no payments or transfers of value offers, promises or giving of any financial or other advantage or requests, agreements to receive or acceptances of any financial or other advantage shall be made either directly or indirectly which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in bribery, extortion, kickbacks, greasing or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity.
	(c)	In connection with this Agreement the Supplier warrants, represents and undertakes that it is and shall procure that the relevant Supplier Affiliates are familiar with the provisions of the U.S. Foreign Corrupt Practices Act, the UK Xxxxxxx Xxx 0000 and other analogous legislation in other jurisdictions (together FCPA) and each agree that:

	(i)	it is not a foreign official (as the term is defined in the FCPA) or affiliated with any foreign official;
	(ii)	it has not previously engaged in conduct that would have violated the FCPA had the Supplier, Supplier Contracting Party or any Supplier Affiliates been subject to its terms;
	(iii)	it shall not violate or cause HSBC or any HSBC Group Member to violate the FCPA in connection with the Services provided to HSBC or an HSBC Group Member;
	(iv)	notwithstanding any other provisions to the contrary, HSBC may suspend or terminate this Agreement in whole or in party forthwith on learning information giving it a factual basis to conclude that the Supplier or a Supplier Affiliate has violated or caused HSBC or any HSBC Group Member to violate the FCPA; and
	(v)	in the event of termination for such cause, HSBC may retain from, or charge to, the Supplier or Supplier Affiliate an amount equal to the Charges paid or payable to the Supplier or a Supplier Affiliate in respect of the transactions or matters in which the Supplier or Supplier Affiliate violated or caused HSBC or any HSBC Group Member to violate the FCPA as well as the amount of any costs, fines, or penalties which HSBC or any HSBC Group Member is required to pay as a consequence of acts or omissions of the Supplier or Supplier Affiliate.

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39.7 Third Parties

Except as set forth in this Agreement in relation to the HSBC Group Members and subject to Schedule 7 (Human Resources), nothing in this Agreement intended to, nor shall, create any right enforceable by any third party or person not a party to this Agreement and the Contracts (Rights of Third Parties) Xxx 0000 shall not otherwise apply to this Agreement. The consent of a third party (including of the relevant HSBC Group Members and, notwithstanding Schedule 7 (Human Resources), of any Successor Supplier) shall not be required for the amendment, variation or termination of this Agreement. In the event of any dispute arising as to any matter that gives rise, or is alleged to give rise, to a claim by a Successor Supplier under the indemnity in Schedule 7 (Human Resources), HSBC shall be entitled, by notice to the Supplier, to require that the provisions of clauses 26.1 to 26.5 inclusive (Disputes) shall not apply to such dispute.

39.8 Governing Law

	(a)	This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the English Courts in respect of the same.
	(b)	Any and all Local Services Agreements and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties thereto submit to the exclusive jurisdiction of the English Courts in respect of the same.

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Schedule 1

HSBC Group Members

The Saudi British Bank

HSBC Saudi Arabia Limited

SABB Takaful

HSBC Jintrust Fund Management Company Limited

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Schedule 2

Transition and Transformation

1. DEFINITIONS

The definitions used in this Schedule 2 are as set out in clause 1 of the Agreement.

	2.	INTRODUCTION AND OVERVIEW
	2.1	This Schedule 2 sets out the fundamental principles that underpin Transition and Transformation and the overall structure for Transition and Transformation, the Key Milestones and Key Milestone Dates, together with the payments that shall be owed by the Supplier to HSBC in respect of delays, failures to satisfy the Acceptance Criteria or any other criteria required to achieve a Key Milestone, the Global Transition End Date, the Local Transition End Dates and the Transformation Cut-Over Date.
	2.2	The Supplier's obligations in relation to Transition are set out in Part 1 of this Schedule 2.
	2.3	The Supplier's obligations in relation to Transformation are set out in Part 2 of this Schedule 2.

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Part 1 Transition

	3.	TRANSITION OVERVIEW
	3.1	The Supplier shall:

	3.1.1	perform and provide the Transition Services in accordance with this Part 1 of Schedule 2, the Global Transition Plan and any Local Transition Plans from the Signature Date and/or the signature date of a Local Services Agreement, as appropriate;
	3.1.2	perform such other tasks and provide such other outputs as are required so that the Supplier is ready to perform the Services in accordance with the terms of the Agreement from the applicable Services Commencement Date(s); and
	3.1.3	implement and complete, by the specified dates, the recommendations identified as a result of HSBC's information security review of the Supplier and set out at Appendix 2-E (ISR Action Plan) and, to the extent applicable to a particular Country, as set out in the relevant Local Services Agreement.

	3.2	The Supplier is responsible for effecting the transition to it of the Services and for being in a position to provide the Services in accordance with the terms of the Agreement from the applicable Services Commencement Date(s).
	3.3	Appendix 2-A (Global Transition Milestones) to this Schedule 2 sets out the Key Milestones, Key Milestone Dates, Acceptance Criteria, Liquidated Damages and Liquidated Damages Period that are relevant to Transition and global in nature.
	3.4	In order to meet the Key Milestones set out in Table 1 of Appendix 2-A (Global Transition Milestones), the Supplier shall perform the activities specified in Table 2 of Appendix 2-A (Global Transition Milestones) and provide the Deliverables specified in Table 3 of Appendix 2-A (Global Transition Milestones) to this Schedule 2 by the specified completion dates and in accordance with the specified Acceptance Criteria.
	3.5	In addition to the information set out at Appendix 2-A (Global Transition Milestones) to this Schedule 2, each Local Services Agreement shall set out:

	3.5.1	the Key Milestones, Key Milestone Date, Acceptance Criteria, Liquidated Damages and Liquidated Damages Period;
	3.5.2	the other activities required to meet the Key Milestones, the required completion dates and the associated Acceptance Criteria; and
	3.5.3	the Deliverables, the required completion dates and the associated Acceptance Criteria,

that are relevant to Transition and specific to the Country in question.

	3.6	The Supplier shall ensure that Transition in each Country has been completed by the Supplier and Accepted by HSBC by the Local Transition End Date.
	3.7	The Supplier shall ensure that all Transition has been completed by the Supplier and Accepted by HSBC by the Global Transition End Date.
	3.8	Acceptance and approval of the Transition Services, and the Supplier's readiness to perform the Services will be conducted in accordance with this Schedule 2 and each applicable Local Services Agreement.
	3.9	The Supplier shall promptly notify HSBC if it reasonably believes that it will not be able to meet its Transition obligations under this Part 1 of Schedule 2 or an applicable Local Services Agreement, by serving a Relief Notice, in accordance with clause 17.2 of the Agreement.

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	4.	TRANSITION PLAN
	4.1	Global Transition Plans

	4.1.1	The parties shall comply with the Outline Global Transition Plan set out at Appendix 2-B (Outline Global Transition Plan).
	4.1.2	Within five (5) Working Days of the Signature Date, the Supplier shall propose to HSBC a plan that builds upon the Outline Global Transition Plan, and describes in detail how it will affect Transition (the Draft Detailed Global Transition Plan).
	4.1.3	The Draft Detailed Global Transition Plan will be made available in "Microsoft Excel" format and shall be sufficiently detailed to enable Transition to be effectively managed by the Supplier.
	4.1.4	The Draft Detailed Global Transition Plan shall, at a minimum, include details of the following:

	4.1.4.1	[***]
	4.1.4.2	[***]
	4.1.4.3	[***]
	4.1.4.4	[***]
	4.1.4.5	[***]
	4.1.4.6	[***]
	4.1.4.7	[***]
	4.1.4.8	[***]
	4.1.4.9	[***]

	4.1.5	The Draft Detailed Global Transition Plan shall also set out the global Deliverables that are to be provided during Transition, and HSBC's Acceptance process in respect of such global Transition Deliverables.
	4.1.6	The Draft Detailed Global Transition Plan shall be considered a Deliverable and will be subject to HSBC's Acceptance.
	4.1.7	Once the Draft Detailed Global Transition Plan has been Accepted by HSBC, it shall constitute the Detailed Global Transition Plan and shall, subject to paragraph 4.1.9 below, supersede and replace the Outline Global Transition Plan.
	4.1.8	The Draft Detailed Global Transition Plan provided to HSBC must be capable of meeting the relevant Acceptance Criteria and therefore being Accepted (thus becoming the Detailed Global Transition Plan) by HSBC on or before the date which is thirty (30) days from the Signature Date.
	4.1.9	The parties shall comply with their respective obligations set out in the Detailed Global Transition Plan.
	4.1.10	The Detailed Global Transition Plan shall not alter any Key Milestone Date(s), Services Commencement Date(s) or impose any obligations on HSBC or give rise to any further dependencies or assumptions in excess of those set out in the Agreement, and any attempt to do so shall be void and deemed not incorporated into the Detailed Global Transition Plan. In the event that the Detailed Global Transition Plan does make any such alterations, then these alterations shall not be deemed valid and incorporated unless they have been expressly authorised in writing in a Change Note which cross references this paragraph 4.1.10 of this Schedule 2.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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4.1.11 Any changes to any part of the Detailed Global Transition Plan must be agreed between the parties in accordance with the Change Procedure.

4.2 Local Transition Plans

	4.2.1	Each Local Services Agreement shall include a high level plan for local Transition in the relevant Country (Outline Local Transition Plan).
	4.2.2	The parties shall comply with the Outline Local Transition Plan set out in the relevant Local Services Agreement.
	4.2.3	Within ten (10) Working Days of the signature date of a Local Services Agreement, the Supplier shall propose to HSBC a plan that builds upon the Outline Local Transition Plan, and describes in detail how it will affect Transition in the relevant Country (the Draft Detailed Local Transition Plan).
	4.2.4	The Draft Detailed Local Transition Plan will be made available in "Microsoft Excel" format and shall be sufficiently detailed to enable Transition in the Country to be effectively managed by the Supplier.
	4.2.5	The Draft Detailed Local Transition Plan shall, at a minimum, include details of the following Supplier responsibilities:

	4.2.5.1	[***]
	4.2.5.2	[***]
	4.2.5.3	[***]
	4.2.5.4	[***]
	4.2.5.5	[***]
	4.2.5.6	[***]
	4.2.5.7	[***]
	4.2.5.8	[***]
	4.2.5.9	[***]

	4.2.6	The Draft Detailed Local Transition Plan shall also set out the local Deliverables that are to be provided during Transition in the relevant Country, and HSBC's Acceptance process in respect of such local Transition Deliverables.
	4.2.7	The Draft Detailed Local Transition Plan shall be considered a Deliverable and will be subject to HSBC's Acceptance.
	4.2.8	Once the Draft Detailed Local Transition Plan has been Accepted by HSBC, it shall constitute the Detailed Local Transition Plan and shall, subject to paragraph 4.2.11 below, supersede and replace the Outline Local Transition Plan.
	4.2.9	The Draft Detailed Local Transition Plan provided to HSBC must be capable of meeting the relevant Acceptance Criteria and therefore being Accepted (thus becoming the Detailed Local Transition Plan) by HSBC on or before the date which is fifteen (15) days from the signature date of the relevant Local Services Agreement.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	4.2.10	The parties shall comply with their respective obligations set out in the Detailed Local Transition Plan.
	4.2.11	The Detailed Local Transition Plan shall not alter any Key Milestone Date(s), Services Commencement Date(s) or impose any obligations on HSBC or give rise to any further dependencies or assumptions in excess of those set out in the Agreement, and any attempt to do so shall be void and deemed not incorporated into the Detailed Local Transition Plan. In the event that the Detailed Local Transition Plan does make any such alterations, then these alterations shall not be deemed valid and incorporated unless they have been expressly authorised in writing in a Change Note which cross references this paragraph 4.2.11 of this Schedule 2.
	4.2.12	Any changes to any part of the Detailed Local Transition Plan must be agreed between the parties in accordance with the Change Procedure.

	5.	TRANSITION RESOURCES
	5.1	Supplier

	5.1.1	The Supplier shall provide a team of Supplier Personnel to manage and effect Transition in accordance with the terms of this Agreement (including the Global Transition Plan and any Local Transition Plan) (the Transition Management Team).
	5.1.2	The Transition Management Team will comprise the following:

	5.1.2.1	[***]
	5.1.2.2	[***]
	5.1.2.3	[***]
	5.1.2.4	[***]
	5.1.2.5	[***]
	5.1.2.6	[***]
	5.1.2.7	[***]
	5.1.2.8	[***]
	5.1.2.9	[***]
	5.1.2.10	[***]
	5.1.2.11	[***]
	5.1.2.12	[***]

who will each be Key Personnel for the duration of Transition and on an on-going basis to the extent they are involved in the provision of the Services.

5.1.3 The Transition Management Team shall be responsible for:

5.1.3.1 the overall management of Transition in accordance with the obligations set out in the Global Transition Plan, any Local Transition Plans and this Schedule 2 (in particular the Transition activities set out at Table 2 of Appendix 2-A);

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	5.1.3.2	reviewing and monitoring Transition progress, risk mitigation, issue resolution and status reporting;
	5.1.3.3	establishing a Transition project management control structure and relevant processes to achieve the completion and Acceptance of Transition in a Country by the relevant Local Transition End Date and otherwise by the Global Transition End Date; and
	5.1.3.4	interfacing with the HSBC Transition Team (as described in paragraph 5.2 below) and, as required by HSBC, relevant global and regional HSBC subject matter experts.

5.1.4 Where any Transferring Employees or Inscope Employees are transferred to the Supplier in order to perform any part of the Transition Services, those Transferring Employees or Inscope Employees will be deemed to be Key Personnel, and shall be included in the list in the Global Transition Plan or the relevant Local Transition Plan(s).

5.2 HSBC

	5.2.1	HSBC shall provide a team of HSBC employees to assist the Supplier in relation to Transition and interface with the Supplier's Transition Management Team (the HSBC Transition Team).
	5.2.2	The HSBC Transition Team will comprise the following:

	5.2.2.1	[***]
	5.2.2.2	[***]
	5.2.2.3	[***]

5.2.3 The HSBC Transition Team shall:

	5.2.3.1	[***]
	5.2.3.2	[***]
	5.2.3.3	[***]
	5.2.3.4	[***]

	5.3	The Supplier Transition Manager and the HSBC Transition Manager shall meet regularly in accordance with paragraph 5.6 in order to review the status of Transition (including the Supplier's performance against the Global Transition Plan and/or any Local Transition Plans).
	5.4	The Supplier Transition Manager and the HSBC Transition Manager shall jointly review, document and communicate Transition issues and risks to each other. Each party shall ensure that:

	5.4.1	mitigating actions and corresponding trigger points are identified for all Transition risks; and
	5.4.2	solutions and corresponding trigger points are identified for all Transition issues.

Such reporting of Transition risk and issues will be updated and monitored regularly through the Transition Management Meetings (as described in paragraph 5.6 below). The risks and issues will be managed according to the risk management process outlined in the Global Transition Plan.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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5.5 The Supplier shall be responsible for producing an appropriate agenda for each Transition and Transformation Steering Group meeting and circulating this to HSBC (with any other relevant documentation) at least two (2) Working Days prior to the meeting and during each such meeting recording accurate minutes of the meeting and circulating such minutes within two (2) Working Days after each meeting.

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5.6 The parties shall comply with the following Transition meeting requirements:

Meeting	Frequency	Purpose	Attendees	Documentation
Transition Management Group	[***]	[***]	[***]	[***]
Transition and Transformation Steering Group	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	6.	TRANSITION STATUS REPORTS
	6.1	The Supplier Transition Manager shall draft (with input from the HSBC Transition Manager) a Transition status report that shall provide the following information broken down by Country:

	6.1.1	[***]
	6.1.2	[***]
	6.1.3	[***]
	6.1.4	[***]
	6.1.5	[***]
	6.1.6	[***]
	6.1.7	[***]
	6.1.8	[***]
	6.1.9	[***]
	6.1.10	[***]

	6.2	The Supplier Transition Manager shall produce the Transition status report each week, a minimum of twenty four (24) hours in advance of the Transition Management Meetings. The Supplier Transition Manager shall produce an up to date Global Transition Plan/Local Transition Plans, and an up to date risk and issues log on the dates and at the times reasonably required by HSBC. The Supplier Transition Manager shall also be responsible for providing such other information relating to the Transition as is reasonably requested by HSBC.
	6.3	Notwithstanding the production of these reports, the Supplier shall notify the HSBC Transition Team immediately upon becoming aware of any actual or likely failure to achieve a Key Milestone related to Transition, and within three (3) Working Days of the notification shall prepare and submit to HSBC a remediation plan, for HSBC's approval. Once the remediation plan has been approved by HSBC, the Supplier shall immediately commence execution of the remediation plan.
	6.4	HSBC's refusal to give its approval to the remediation plan prepared by the Supplier in accordance with paragraph 6.3 above of this Schedule 2 will not operate to relieve the Supplier of liability and nor does HSBC's approval of the remediation plan operate as a waiver of HSBC's' rights.
	6.5	The Supplier shall submit any amendments to the Global Transition Plan or any Local Transition Plan to HSBC for approval in writing in accordance with the Change Procedure. In the absence of such approval, the version previously approved shall continue to apply.
	6.6	The Supplier shall provide a summary of each Transition status report completed in the preceding month to HSBC at least three (3) Working Days in advance of each Transition and Transformation Steering Group meeting (as further described in the table set out at paragraph 5.6 (Governance Meeting) of this Schedule 2 (Transition and Transformation Status Summary).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	7.	TESTING
	7.1	General

	7.1.1	Testing shall be performed in accordance with the Test Strategy Document so as to confirm the Supplier's ability to deliver the Services in accordance with the Agreement and the processes outlined in the Test Strategy Document. The Test Strategy Document shall be prepared by the Supplier in accordance with paragraph 7.2 of this Schedule 2.
	7.1.2	The purpose of the Testing is to simulate the provision of the Services and processes that form part of these Services in accordance with the terms of the Agreement.
	7.1.3	Testing shall include the following areas:

	7.1.3.1	[***]
	7.1.3.2	[***]
	7.1.3.3	[***]
	7.1.3.4	[***]

	7.1.4	Unless otherwise agreed by HSBC, Testing by HSBC shall only commence once the Supplier has completed its own internal Testing of any relevant global and local Transition-related Deliverable and/or Services and provided to HSBC a report documenting the internal Testing that has taken place.
	7.1.5	Each internal testing report shall be considered a Transition Deliverable and unless otherwise agreed by HSBC, shall be provided at least thirty (30) days prior to the relevant Key Milestone Date or, in the case of a Transition activity or Deliverable, the date by which the relevant activity or Deliverable must have been Accepted by HSBC (as specified in Appendix 2-C (Global Transition Milestones) or in a Local Services Agreement), in order to allow HSBC to carry out its own Testing.
	7.1.6	The Supplier shall keep accurate data and records relating to its own internal Testing and any analysis thereof, which shall clearly identify where there were any failures to meet the applicable criteria and/or that would adversely impact on HSBC's performance of the Acceptance Testing, such data and records to be readily available to HSBC on request.
	7.1.7	The Supplier shall promptly inform HSBC where any Deliverable and/or Services fail to meet the applicable criteria as part of its own internal Testing.
	7.1.8	If the Services fail to meet the Testing carried out by HSBC, HSBC may refuse to Accept that the Supplier is ready for the Services to go live on the relevant Services Commencement Date and accordingly the Supplier shall not be entitled to commence provision of the Services on that Services Commencement Date. The Supplier shall promptly remedy the failure and shall re-perform the Tests that the Supplier failed to pass and the provisions of this paragraph shall apply to such re-Testing.
	7.1.9	Prior to the Global Transition End Date, the Supplier shall carry out successful testing of the BCDR Plan, in accordance with Schedule 15 (Disaster Recovery).
	7.1.10	HSBC shall be entitled to Test any part of the Services from time to time during the term of the Agreement and any such Tests may fall outside of the Test Strategy Document.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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7.1.11 The Supplier Transition Team and the relevant HSBC employees shall work together, including the provision of support for Testing throughout Transition.

7.2 Test Strategy Document

	7.2.1	Within ten (10) Working Days of the Signature Date, the Supplier shall provide a draft Test Strategy Document to HSBC for approval. HSBC shall review the draft Test Strategy Document and the Supplier shall incorporate additions and changes as may be reasonably required by HSBC.
	7.2.2	The Test Strategy Document shall be considered a Deliverable and shall be subject to HSBC's Acceptance.
	7.2.3	The Test Strategy Document shall outline clearly:

	7.2.3.1	[***]
	7.2.3.2	[***]
	7.2.3.3	[***]
	7.2.3.4	[***]
	7.2.3.5	[***]
	7.2.3.6	[***]
	7.2.3.7	[***]
	7.2.3.8	[***]
	7.2.3.9	[***]

7.3 Milestone Acceptance

	7.3.1	Progression through Transition will be monitored through the achievement of Milestones.
	7.3.2	The Acceptance Criteria shall be set out in Appendix 2-A (Global Transition Milestones) and the Test Strategy Document.
	7.3.3	In the absence of any agreement, the Acceptance Criteria will be reasonably determined by HSBC so as to measure the Supplier's compliance with the requirements of the Agreement and its ability to perform the Services in accordance with the terms of the Agreement. Acceptance Criteria shall serve as the measurement to enable exit from Transition (as detailed in the Global Transition Plan or any Local Transition Plans, as appropriate).
	7.3.4	As soon as a Key Milestone has been achieved or failed in accordance with the applicable Acceptance Criteria, HSBC shall notify the Supplier of this in writing by issuing a Milestone Certificate within three (3) Working Days.
	7.3.5	Where a Milestone has been achieved and HSBC has not issued a Milestone Certificate to the Supplier in accordance with paragraph 7.3.4, then the Supplier shall notify HSBC that the relevant Milestone has been achieved and HSBC shall issue a Milestone Certificate within three (3) Working Days of receipt of that notice.
	7.3.6	In the event that a Milestone fails to achieve the Acceptance Criteria, HSBC shall not issue a Milestone Certificate and the relevant Testing shall be re-performed. HSBC shall be entitled to recover reasonable costs in re-performing relevant Tests required as a result of the Supplier's failure to achieve a Milestone Certificate at the first attempt.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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8. TRANSITION LIQUIDATED DAMAGES

	8.1	If the Supplier fails to achieve any of the Transition Key Milestones by the applicable Key Milestone Dates, then the Supplier shall pay to HSBC the Liquidated Damages identified in Table 1 of Appendix 2-A to this Schedule 2, which shall accrue on a prorated basis during the thirty (30) day Liquidated Damages Period. In the event that the Supplier fails to achieve the Transition Key Milestones, respectively, within the applicable Liquidated Damages Period then the provisions of clause 4.5(e)(iii)of the Agreement shall apply.
	8.2	If the Supplier fails to achieve any Transition Key Milestones by the applicable Key Milestone Date, then HSBC shall, subject to paragraph 8.3 below, be entitled to recover from the Supplier any costs incurred as a direct result of the Supplier's failure to achieve the Key Milestone by the applicable Key Milestone Date or at any time thereafter, including all on-going costs associated with the continued provision of services similar to the Services by HSBC or its Third Party Suppliers and, in addition, HSBC shall be entitled to claim damages in accordance with clause 4.5(e)(iii) of the Agreement.
	8.3	HSBC shall not be entitled to recover costs pursuant to paragraph 8.3 to the extent that such costs have already been recovered via the payment of Liquidated Damages by the Supplier to HSBC pursuant to paragraph 8.1.

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APPENDIX 2-A

Global Transition Milestones

1. Table 1 - Key Milestones (Transition)

No.	Key Milestone Activity	Key Milestone Date	Acceptance Criteria	Liquidated Damages (payable for each day of delay)	Liquidated Damages Period
1.	[***]	[***]	[***]	[***]	[***]
			[***]
2.	[***]	[***]	[***]	[***]	[***]
			[***]
3.	[***]	[***]	[***]	[***]	[***]
			[***]
4.	[***]	[***]	[***]	[***]	[***]
			[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2. Table 2 - Other Transition Activities

No.	Activity	Description	Date (capable  of Acceptance by HSBC)	Acceptance Criteria
1.	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]
8.	[***]	[***]	[***]	[***]
9.	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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3. Table 3 - Transition Deliverables

No.	Deliverable	Description	Date (capable of Acceptance by HSBC)	Acceptance Criteria
1.	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]
8.	[***]	[***]	[***]	[***]
9.	[***]	[***]	[***]	[***]
10.	[***]	[***]	[***]	[***]
11.	[***]	[***]	[***]	[***]
12.	[***]	[***]	[***]	[***]
13.	[***]	[***]	[***]	[***]
14.	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 2-B

Outline Global Transition Plan

% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]		[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]		[***]	[***]	[***]	[***]
	[***]		[***]	[***]	[***]	[***]
	[***]		[***]	[***]	[***]	[***]
	[***]		[***]	[***]	[***]	[***]
	[***]		[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]		[***]	[***]	[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]	[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]		[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Part 2 Transformation

	9.	TRANSFORMATION OVERVIEW
	9.1	The provisions of Part 1 shall apply in respect of Transformation, provided that:

	9.1.1	all references to Transition or Transition Services, as applicable, in Part 1 shall be construed as references to Transformation;
	9.1.2	references to the Global Transition End Date or the Local Transition End Date shall be construed as references to the Transformation Cut-Over Date;
	9.1.3	references to Appendix 2-A (Global Transition Milestones) shall be construed as references to Appendix 2-C (Global Transformation Milestones);
	9.1.4	references to Appendix 2-B (Outline Global Transition Plan) shall be construed as references to Appendix 2-D (Outline Global Transformation Plan);
	9.1.5	Transformation shall be global in nature only, and as such:

	9.1.5.1	paragraphs 3.5, 3.6 and 4.2 (Local Transition Plans); and
	9.1.5.2	any references to local Transition or a Local Services Agreement,

shall not apply in respect of Transformation;

9.1.6 the Draft Detailed Global Transition Plan described in paragraph 4.1.4 will be replaced by the Draft Detailed Transformation Plan, which shall, as a minimum, include details of the following:

	9.1.6.1	[***]
	9.1.6.2	[***]
	9.1.6.3	[***]
	9.1.6.4	[***]
	9.1.6.5	[***]
	9.1.6.6	[***]
	9.1.6.7	[***]

9.1.7 the Supplier's Transition Management Team described at paragraph 5.1.2 will be replaced by the Supplier's Transformation Management Team, which team's responsibilities will include conducting and overseeing the Academy 'learning enterprise assessment' and the 'integrated learning operating procedures' and which will comprise the following:

	9.1.7.1	[***]
	9.1.7.2	[***]
	9.1.7.3	[***]
	9.1.7.4	[***]
	9.1.7.5	[***]
	9.1.7.6	[***]
	9.1.7.7	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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who will each be Key Personnel for the duration of Transition and on an on-going basis to the extent they are involved in the provision of the Services. Any references in Part 1 of this Schedule 2 to the Supplier's Transition Management Team and to the Supplier Transition Manager shall be construed as references to the Supplier's Transformation Management Team and Supplier Transformation Manager, respectively.

9.1.8 the HSBC Transition Team described at paragraph 5.2.2 will be replaced by the HSBC Transformation Team, which will comprise the following:

	9.1.8.1	[***]
	9.1.8.2	[***]
	9.1.8.3	[***]

	9.1.9	any references to Transition in the first row of the table set out at paragraph 5.6 (Governance Meetings) shall be construed as reference to Transformation, such that Transition Management Group meetings and Transformation Management Group meetings shall be run in parallel as separate meetings, each reporting into and escalating issues up to the Transition and Transformation Steering Group;
	9.1.10	paragraph 7.3 (Milestone Acceptance) shall be replaced with the following wording, and any references to paragraph 7.3 shall, in respect of Transformation, be read as references to paragraph 0.0.00.0:

9.1.10.1 Milestone Acceptance

	(a)	[***]
	(b)	[***]
	(c)	[***]
	(d)	[***]
	(e)	[***]
	(f)	[***]
	(g)	[***]

9.1.11 Paragraph 8 (Transition Liquidated Damages) shall be replaced with the following wording, and any references to paragraph 8 shall, in respect of Transformation, be read as references to paragraph 0.0.00.0:

9.1.11.1 Transformation Delay Payments

(a) If the Supplier fails to achieve any Transformation Key Milestones (including an Interim Key Milestones) by the applicable Key Milestone Date, then HSBC shall be entitled to recover from the Supplier any costs incurred as a direct result of the Supplier's failure to achieve the Key Milestone by the applicable Key Milestone Date or at any time thereafter, including all on-going costs associated with the continued provision of services similar to the Services by HSBC or its Third Party Suppliers and, in addition, HSBC shall be entitled to claim damages in accordance with clause 4.5(e)(iii) of the Agreement.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	(b)	If the Supplier fails to achieve a Transformation Key Milestone (including an Interim Key Milestones) within thirty (30) days following the applicable Key Milestone Date, then HSBC can withhold payment of the Transformation Charges attributable to that Key Milestone (including an Interim Key Milestones) until after Transformation Key Milestone 6 has been achieved. In addition, the Transformation Charges attributable to that delayed Transformation Key Milestone (including an Interim Key Milestones) shall be reduced on a prorated weekly basis from the end of the thirty (30) day time frame referred to above and up to and including the date on which the relevant Transformation Key Milestone is finally achieved, provided that such date falls before Transformation Key Milestone Date 6.
	(c)	If the Supplier fails to achieve:

	(i)	Transformation Key Milestones 1 to 5 and any associated Interim Key Milestones and/or the Interim Key Milestone associated with Transformation Key Milestone 6 by Transformation Key Milestone Date 6; or
	(ii)	Transformation Key Milestone 6 within thirty (30) days following Transformation Key Milestone Date 6,

then the Supplier shall not be entitled to receive any Transformation Charges attributable to such delayed Transformation Key Milestone (or Interim Key Milestone, as applicable) and the provisions of clause 4.5(e)(iii) of the Agreement shall apply.

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APPENDIX 2-C

Global Transformation Milestones

1. Table 1 - Key Milestones (Transformation)

No.	Key Milestone	Key Milestone Dates			Acceptance Criteria
		Interim Key Milestone	Entry Gateway	Exit Gateway	Interim Key Milestone	Entry Gateway	Exit Gateway
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]
2.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]
3.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]
4.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]
5.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]
6.	[***]	[***]	[***]	[***]	[***]	[***]	[***]
					[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2. Table 2 - Other Transformation Activities

No.	Activity	Description	Date (capable of Acceptance by HSBC)	Acceptance Criteria
1.	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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3. Table 3 - Transformation Deliverables

No.	Deliverable	Description	Date (capable of Acceptance by HSBC)	Acceptance Criteria
1.	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 2-D

Outline Global Transformation Plan

% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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% Complete	Task Name	Duration	Start	Finish	Predecessors	Resource Names	Notes
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]		[***]
	[***]	[***]	[***]	[***]		[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 2-E

ISR Action Plan

In accordance with paragraph 3.1.3 of Part 1 of this Schedule 2, the Supplier shall implement and complete the recommendations set out in the 'ISR Action Plan' by the relevant dates, which shall be provided to the Supplier on completion of HSBC's information security review and which shall be based on the following principles:

	1.	exercising appropriate controls over HSBC's information in line with best current security practice and the Information Security Obligations;
	2.	seeking certified compliance with any security standard related to a specific scope of service, an example of which is PCI DSS for card processing related services;
	3.	compliance with robust business terms relating to information sharing and exchange, as well as responsibilities for loss, delay or error;
	4.	compliance with HSBC required data retention periods to ensure information is adequately retained and when no longer required, securely deleted or destroyed at the end of retention period;
	5.	ensuring that HSBC 'business' approval is granted prior to sub-contracting or sharing information with any other third parties;
	6.	acknowledging and agreeing to HSBC's right to perform periodic security reviews, including the review of the Supplier's and any Supplier Affiliate's security policies and other documentation, and the onsite review of facilities, etc;
	7.	ensuring prompt remediation of significant security control weaknesses identified by an HSBC information security review and/or other security audits, reviews, etc., where applicable, prior to implementation of products and services;
	8.	the right for HSBC or its authorised external auditors to make on site control assessments;
	9.	having in place procedures for communicating and managing security incidents that impact 'restricted', 'highly restricted' or 'internal' information and failures; and
	10.	such other principles as may be notified to the Supplier and included in any updated ISR Action Plans, from time to time.

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Schedule 3

Services

1. DEFINITIONS

The definitions used in this Schedule 3 are as set out in clause 1.2 of this Agreement.

2. INTRODUCTION AND OVERVIEW

This Schedule 3 sets out the services that will be provided by the Supplier to HSBC in accordance with the terms of this Agreement.

2.1 Objectives

The Supplier shall provide services to support HSBC in meeting the overall objectives of the '[***] Project', which are as follows:

	2.1.1	[***]
	2.1.2	[***]
	2.1.3	[***]

	2.1.3.1	[***]
	2.1.3.2	[***]
	2.1.3.3	[***]
	2.1.3.4	[***]
	2.1.3.5	[***]

	2.1.4	[***]
	2.1.5	[***]
	2.1.6	[***]

2.2 Scope of Services

2.2.1 The Supplier shall provide the agreed learning services, which are categorised as follows:

	2.2.1.1	Service Management, as set out in paragraph 3 of this Schedule 3;
	2.2.1.2	Learning Design, as set out in paragraph 4 of this Schedule 3;
	2.2.1.3	Learning Delivery, as set out in paragraph 5 of this Schedule 3;
	2.2.1.4	Policy and Compliance, as set out at paragraph 6 of this Schedule 3;
	2.2.1.5	Quality Assurance and Customer Satisfaction, as set out in paragraph 7 of this Schedule 3; and
	2.2.1.6	In-Progress Projects, as set out in Schedule 11 (Projects).

	2.2.2	The Supplier shall provide the agreed learning services within the five broad learning categories outlined by HSBC in Appendix 3-A (Learning Categories) that determine the scope of learning services.
	2.2.3	The Supplier shall assist HSBC to improve the efficiency and effectiveness of all learning activities.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.3 [***]

	2.3.1	HSBC requires the Supplier to deliver a high quality and cost effective service consisting of [***]. In providing the Services, the Supplier shall act as a "master service integrator" (MSI) and will be [***].
	2.3.2	The diagram below gives a high level overview of the Supplier's responsibilities as an MSI.

[***]

3. SERVICE MANAGEMENT

The Supplier shall provide the following service management services:

	3.1	programme management;
	3.2	portfolio management and portfolio co-ordination; and
	3.3	supplier management,

each as described in this paragraph 3.

3.4 Programme Management

	3.4.1	The Supplier shall be responsible for the effective management of the business relationship between the Supplier and HSBC.
	3.4.2	The Supplier shall provide strategic direction for consideration by HSBC in relation to HSBC's People/Learning Strategy and provide advice and insight to assist HSBC in developing its short term and long term strategic agenda, including the HSBC vision and mission, strategic direction, channel strategy and technology opportunities. In doing so, the Supplier shall:

3.4.2.1 [***]

	(a)	[***]
	(b)	[***]
	(c)	[***]
	(d)	[***]
	(e)	[***]
	(f)	[***]

	3.4.2.2	[***]
	3.4.2.3	[***]

	3.4.3	[***]
	3.4.4	[***]

	3.4.4.1	[***]
	3.4.4.2	[***]

3.4.5 [***]

	3.4.5.1	[***]
	3.4.5.2	[***]
	3.4.5.3	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	3.4.5.4	[***]
	3.4.5.5	[***]
	3.4.5.6	[***]

[***]

	3.4.6	[***]
	3.4.7	[***]

3.5 Portfolio Management

3.5.1 The Supplier shall provide portfolio management and portfolio co-ordination services to assist HSBC to make decisions on the future strategic direction of HSBC's learning function and to assist the delivery of multiple learning projects (e.g [***]).

	3.5.2	[***]
	3.5.3	[***]
	3.5.4	[***]
	3.5.5	[***]

	3.5.5.1	[***]
	3.5.5.2	[***]

	3.5.6	[***]
	3.5.7	[***]

	3.5.7.1	[***]
	3.5.7.2	[***]
	3.5.7.3	[***]

	3.5.8	[***]
	3.5.9	[***]
	3.5.10	[***]

3.6 Supplier Management

3.6.1 Introduction

3.6.1.1 In relation to each Managed Contract:

	(a)	HSBC will provide the benefit of that contract to the Supplier;
	(b)	the Supplier shall be responsible for managing the contract in accordance with this paragraph 3.6; and
	(c)	the contractual relationship with the relevant Managed Supplier shall remain with HSBC.

3.6.1.2 The Supplier shall perform all activities set out in this paragraph 3.6 of this Schedule 3 in respect of Managed Suppliers and the services delivered under the Managed Contracts, notwithstanding that the services delivered by the Managed Suppliers are not part of the Services. To the extent that any Managed Supplier prevents the Supplier from carrying out such management activities, the Supplier shall notify HSBC.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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3.6.1.3 Without prejudice to the tasks referred to in paragraphs 3.6.1.1 and 3.6.1.2 above, there are certain additional tasks which the Supplier shall perform as part of its management of the Managed Contracts, as set out below. For the avoidance of doubt, where the Supplier is required to "ensure" that a Managed Supplier acts in a particular way, it shall be sufficient for the Supplier to show that the Supplier has used Best Endeavours to procure the Managed Supplier's compliance (notifying HSBC in the event of non-compliance).

3.6.2 Managed Contracts

3.6.2.1 [***]

	(a)	[***]
	(b)	[***]
	(c)	[***]

	(i)	[***]
	(ii)	[***]

(d) [***]

3.6.2.2 HSBC shall use Reasonable Endeavours to procure that each Managed Supplier provides all necessary co-operation with the Supplier to enable the Supplier to perform the services described in this paragraph 3.6.

3.6.3 General Management

In respect of each Managed Supplier, the Supplier shall:

3.6.3.1 manage invoicing and payment processes, including in respect of each invoice received from a Managed Supplier:

	(a)	[***]
	(b)	[***]
	(c)	[***]
	(d)	[***]

so as to ensure that HSBC receives the validated invoice and payment template no later than (i) five (5) Working Days from the receipt of the invoice by the Supplier so to ensure that HSBC can make payments due under the relevant Managed Contract in accordance with contractual payment obligations. The Supplier shall refund to HSBC any costs or wasted expenditure incurred as a result of a Managed Supplier taking action resulting from a failure by HSBC to pay charges, where such failure is caused by the Supplier;

	3.6.3.2	review and resolve any commercial queries from HSBC; and
	3.6.3.3	drive innovation and contract improvement, including strategy development to meet HSBC's requirements and devising industry leading initiatives.

3.6.4 Savings Opportunities

In respect of each Managed Supplier, the Supplier shall:

3.6.4.1 [***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	3.6.4.2	[***]
	3.6.4.3	[***]

3.6.5 Compliance Management

In respect of each Managed Supplier, the Supplier shall:

	3.6.5.1	[***]
	3.6.5.2	[***]
	3.6.5.3	[***]

3.6.6 HSBC Customer Satisfaction Management

In respect of each Managed Supplier, the Supplier shall:

	3.6.6.1	undertake customer (HSBC) satisfaction surveys and ensure that appropriate action is taken to ensure that the service is delivered to agreed contractual standards;
	3.6.6.2	monitor HSBC feedback and take remedial action where necessary;
	3.6.6.3	instigate regular performance delivery reviews and analysis of customer scoring and comment, and shall communicate satisfaction scores and action/improvement plans to HSBC;
	3.6.6.4	ensure an effective process is in place for dealing with compliments and complaints; and
	3.6.6.5	investigate/troubleshoot service issues, including reviewing escalated service issues and ensuring resolution.

3.6.7 Managed Supplier Contractual Compliance

In respect of each Managed Supplier, the Supplier shall ensure full compliance with contractual terms and HSBC requirements, and as part of this the Supplier shall (an on-going pro-active and reactive basis):

	3.6.7.1	ensure Managed Suppliers deliver to contractual service levels by monitoring service level performance on a monthly basis and to ensure HSBC requests/orders are completed;
	3.6.7.2	investigate complaints and implement any remedial actions and contract improvements; and
	3.6.7.3	ensure escalations are managed through to completion, attempting to act as final escalation point for issues and resolution (provided that the Supplier shall escalate issues to HSBC where necessary or not resolved).

3.6.8 General Governance

Unless otherwise required by HSBC, the Supplier shall act on HSBC's behalf in respect of Managed Supplier/Managed Contract governance, including attending meetings and receiving and reviewing reports as per the terms of the Managed Contract.

3.6.9 Reporting

In respect of each Managed Contract, HSBC shall specify whether it requires some or all reports (which the Managed Supplier is required to provide under the terms of the Managed Contract) to be sent to a HSBC team or a third party, otherwise the Supplier shall report to HSBC on an "exception" basis in respect of any contractual non-compliance or performance issues.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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3.6.10 HSBC Responsibilities

The Supplier shall notify HSBC of any dependencies which HSBC is required to perform under a Managed Contract, and shall use act on behalf of HSBC to perform that dependency where reasonably requested by HSBC.

4. LEARNING DESIGN

4.1 The Supplier shall provide the following learning design services:

	4.1.1	content planning;
	4.1.2	content design and development;
	4.1.3	content revision;
	4.1.4	content validation; and
	4.1.5	content translation and localisation services.

each as described in this paragraph 4.

4.2 Content planning

	4.2.1	The Supplier shall, on an on-going basis (no less than weekly), work with HSBC [***] in defining and satisfying HSBC's business learning needs. In doing so, the Supplier shall provide advice and guidance, as reasonably requested by HSBC.
	4.2.2	The Supplier shall, on an on-going basis, support the alignment of Learning Design Projects with competencies and job roles as defined by HSBC. [***]
	4.2.3	The Supplier shall provide input into the Learning Demand Planning Process [***]

	4.2.4	[***]
	4.2.5	[***]
	4.2.6	Within the content planning processes, the Supplier shall manage the application of HSBC design and brand standards, as set out in the Procedures Manual, for all Deliverables.
	4.2.7	The Supplier shall manage Learning Design Projects in progress to support deployment and execution of program offerings and to identify any additional support needed from administration, reporting and technical support teams.

4.3 Content design and development

	4.3.1	The Supplier shall provide learning design services in relation to each Learning Design Project in accordance with the relevant Service Request.
	4.3.2	The Supplier shall assign appropriate resources to support the Learning Design Project.
	4.3.3	Within five (5) Working Days of the completion of the Service Request, the Supplier shall schedule and conduct a project kick off meeting between the Supplier's design team, and HSBC stakeholders and SMEs [***]
	4.3.4	The Supplier shall manage risks and issues related to Learning Design Projects, [***]
	4.3.5	In relation to each Learning Design Project, the Supplier shall schedule regular meetings with the HSBC Business Project Manager and relevant SMEs [***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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4.3.6 The Supplier shall be responsible for tracking, measuring and managing the development of Learning Design Projects. [***]

4.4 Content revision

	4.4.1	The Supplier shall build New Courses or Re-engineer, Re-align or Re-purpose existing Courses in accordance with Service Requests.
	4.4.2	The Supplier shall Re-engineer or Re-align content within the existing template without change to the instructional design of the content.
	4.4.3	HSBC may, in its discretion, identify and inform the Supplier of any existing Course content that may be reused in the design and build of a New Course.
	4.4.4	In relation to New Courses, HSBC will provide source material prior to Course design/development starting. If HSBC is unable to provide such content, the Supplier shall provide options to source or build the source material at additional cost, such cost to be agreed between the parties in advance.

4.5 Content validation

4.5.1 In order to ensure that learning content:

	4.5.1.1	aligns with HSBC business needs and HSBC learning objectives; and
	4.5.1.2	is correct and accurate,

the development of Deliverables by the Supplier must be monitored and validated by HSBC at various points in the development process, as identified in the Project Plan.

	4.5.2	The Supplier shall schedule and manage the reviews and approvals by HSBC SMEs of Alpha, Beta and Gold Deliverables in relation to each Learning Design Project in accordance with the review cycle defined in the Project Plan.
	4.5.3	Once HSBC has confirmed its approval of the Alpha Deliverable to the Supplier, the Supplier shall develop the Beta Deliverable. Likewise once HSBC has confirmed its approval of the Beta Deliverable to the Supplier, the Supplier shall develop the Gold Deliverable.
	4.5.4	The Supplier shall support reviews of Alpha and Beta Deliverables by the HSBC SMEs.
	4.5.5	The Supplier shall provide support for SMEs to conduct on-line reviews using an accepted SME Collaboration Tool.
	4.5.6	The Supplier shall incorporate changes into the learning solution as required and documented by HSBC during the Alpha Deliverable and Beta Deliverable reviews. Where there is inconsistency amongst SMEs, the HSBC Business Project Manager will mediate and make the final determination on changes.
	4.5.7	Upon HSBC approval of the Beta Deliverable, the Supplier shall support HSBC where clarifications are required during legal, diversity, accessibility and regulatory reviews conducted by HSBC.
	4.5.8	[***]
	4.5.9	The Supplier shall manage the Course hand off to learning operations, delivery, and technology in accordance with the Procedures Manual.
	4.5.10	Testing of the learning solution: the Supplier shall

	4.5.10.1	[***]
	4.5.10.2	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	4.5.10.3	[***]
	4.5.10.4	[***]
	4.5.10.5	[***]
	4.5.10.6	[***]
	4.5.10.7	[***]

4.6 Content translation and localisation

	4.6.1	HSBC requires learning content to be delivered in up to [***] different languages, as outlined in Appendix 3-D (Course Languages). Unless otherwise required in the Service Request, global programmes shall be created by the Supplier in UK English, which is considered the master language. In addition, HSBC may require learning content produced for global audiences to undergo translation and localisation for regional, national, cultural or regulatory differences.
	4.6.2	Learning content translation and localisation requirements for each Learning Design Project will be specified in the relevant Service Request.
	4.6.3	The Supplier shall replace graphics or make any modifications required to localise a version of the Course or materials for national, regional, cultural or regulatory requirements.
	4.6.4	Once the translation of text is completed, the Supplier shall execute the Course integration process creating graphics, flash files, PDFs and managing the Alpha Deliverable and Beta Deliverable review processes. Content shall be published by the Supplier in the appropriate format (e-learning SCORM package, ILT or VILT version) and delivered as the Gold Deliverable in the prescribed language(s).

5. LEARNING DELIVERY

5.1 The Supplier shall provide the following learning delivery services:

	5.1.1	learning delivery management;
	5.1.2	delivery of learning programmes; and
	5.1.3	resource management.

each as described in this paragraph 5.

5.2 Learning delivery management

	5.2.1	[***] the Supplier shall provide and maintain a rolling twelve (12) month learning delivery plan [***] (the Learning Delivery Plan).
	5.2.2	The Supplier shall update the Learning Delivery Plan on a quarterly basis.
	5.2.3	The Learning Delivery Plan shall address [***]
	5.2.4	Using the Learning Delivery Plan, the Supplier shall create and maintain a rolling monthly Learning Delivery Schedule [***]. The Learning Delivery Schedule shall include at the minimum following information:

	5.2.4.1	[***]
	5.2.4.2	[***]
	5.2.4.3	[***]
	5.2.4.4	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	5.2.4.5	[***]
	5.2.4.6	[***]
	5.2.4.7	[***]
	5.2.4.8	[***]

	5.2.5	[***]
	5.2.6	[*** ]
	5.2.7	[***]

	5.2.7.1	[***]
	5.2.7.2	[***]
	5.2.7.3	[***]
	5.2.7.4	[***.]

5.2.8 [***]

	5.2.8.1	[***]
	5.2.8.2	[***]
	5.2.8.3	[***]

	5.2.9	[***]
	5.2.10	[***]
	5.2.11	[***]
	5.2.12	[***]
	5.2.13	The Supplier shall be responsible for maintaining learning delivery management quality and its continuous improvement.

5.3 Delivery of learning programmes

	5.3.1	The Supplier shall provide learning delivery services in accordance with the relevant Service Request.
	5.3.2	The Supplier shall provide the current version of the training material, participant list, evaluation forms and where relevant, tests to the relevant instructor(s) reasonably in advance of the Class.
	5.3.3	The Supplier shall provide the relevant training material to each participant reasonably in advance of the Class or, where appropriate, at the time of the Class itself.
	5.3.4	The Supplier shall provide certified instructors (where applicable) to deliver the learning content;
	5.3.5	The Supplier shall manage the pool of instructors who will consistently deliver learning content in line with the quality and standard identified by HSBC.
	5.3.6	The Supplier shall complete session/Class close out documentation [***] of the end of each session/Class.
	5.3.7	The Supplier shall review overall Course evaluations and Class level evaluations and where the average satisfaction rating result from Learner responses is less than service level targets specified in Schedule 4 (Service Levels and Service Credits), take corrective action as necessary to improve instructor performance.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	5.3.8	The Supplier shall, at HSBC’s request (for example as specified in the relevant Service Request) provide at least two (2) personnel for every VILT session. At least one (1) such personnel shall be an appropriately qualified instructor.
	5.3.9	The Supplier shall provide instructors who are native speakers of the session language for all ILT and VILT sessions that are presented in languages other than English.
	5.3.10	[***]
	5.3.11	The Supplier shall provide the following program delivery services:

	5.3.11.1	conduct the formal ILT activity (live or virtually) in accordance with the instructions set out in the relevant Service Request for each Class;
	5.3.11.2	prepare for new and pilot (to include any follow up) training as required by the relevant Service Request for each Class; and
	5.3.11.3	conduct learning delivery at any HSBC location, or multiple locations or Supplier partner location as set out in the relevant Service Request for each Class.

5.3.12 The Supplier shall provide the following learning delivery services post Class delivery:

	5.3.12.1	restore the training room to a clean and ready state;
	5.3.12.2	collect unused supplies for future use for HSBC event or recycle as appropriate;
	5.3.12.3	report any recommendations for improvement of Courses through the appropriate instructor reaction form for inclusion in future updates to the Curriculum with HSBC approval; and
	5.3.12.4	conduct periodic coordination and review sessions with all instructors for a particular Curriculum to share best practices and further enhance consistency.

5.3.13 The Supplier shall be responsible for maintaining delivery capabilities and expertise through the following methodology focusing on best practices and areas for development:

	5.3.13.1	[***]
	5.3.13.2	[***]
	5.3.13.3	[***]
	5.3.13.4	[***]
	5.3.13.5	[***]

5.3.14 The Supplier shall cross-train existing instructors into other skill sets and develop newly hired instructors through a formalised cross training process. The following minimum requirements will be met:

	5.3.14.1	[***]
	5.3.14.2	[***]
	5.3.14.3	[***]

5.4 Resource management

5.4.1 The Supplier shall generate a resource plan to identify the instructor resources required in each region (Resource Plan). The Supplier shall update the Resource Plan on a quarterly basis using information contained in the ALDP and to take into account any new initiatives planned by HSBC that are likely to result in a new training requirement.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	5.4.2	The Supplier shall recruit and maintain a pool of qualified instructors required to meet the requirements set out in the Resource Plan.
	5.4.3	The Supplier shall create and maintain a list of instructors, updated as appropriate (upon hire of new instructors, deletion of instructors no longer on staff and change in instructor qualifications), but no less than quarterly. The list shall be provided by the Supplier to HSBC each time it is updated.
	5.4.4	The Supplier shall produce and maintain a skills matrix for each instructor. This matrix shall provide:

	5.4.4.1	[***]
	5.4.4.2	[***]
	5.4.4.3	[***]
	5.4.4.4	[***]
	5.4.4.5	[***]
	5.4.4.6	[***]
	5.4.4.7	[***]

and shall be updated by the Supplier on a quarterly basis.

5.4.5 The Supplier shall review instructor skill matrices with HSBC learning regional leads before finalising them.

6. POLICY AND COMPLIANCE

The Supplier shall, as part of the Learning Demand Planning Process, provide a report to HSBC that contains information regarding Best Industry Standards, research and benchmarking based on the Supplier’s own research and resources. The report shall include without limitation the following:

	6.1	[***]
	6.2	[***]
	7.	QUALITY ASSURANCE AND CUSTOMER SATISFACTION
	7.1	Quality Assurance

The Supplier shall:

	7.1.1	develop and provide to HSBC for review and approval appropriate Learning Services Quality Assurance procedures and policies for the monitoring of the delivery of the Services to HSBC;
	7.1.2	establish and maintain comprehensive project planning tools and methods that are aligned to Best Industry Standards and HSBC practices;
	7.1.3	monitor processes for continuous process improvement through automation and process streamlining and suggest process changes and/or improvements for HSBC to consider;
	7.1.4	utilise Best Industry Standards process management methodologies, that are aligned with HSBC practices, to enhance and continuously improve the Services;

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	7.1.5	maintain a global central operating team for the Services to ensure that each element of the Services which is being provided to each Country is operating with the same high standards and transparent manner, and achieve a global standardisation and harmonisation of the Services. Any changes required to the provision of the Services identified through the global central operating team are to be made in accordance with the Change Procedure; and
	7.1.6	implement and maintain:

	7.1.6.1	continuous improvement and training programme for Supplier Personnel; and
	7.1.6.2	a strong remediation program for Supplier Personnel needing to increase performance.

7.2 Customer Satisfaction

The Supplier shall:

7.2.1 as requested by HSBC, develop and provide to HSBC for review and Acceptance during Transition, the following HSBC customer satisfaction surveys for the assessment of the delivery and management of the Services provided by the Supplier to HSBC in respect of:

	7.2.1.1	[***]
	7.2.1.2	[***]
	7.2.1.3	[***]

	7.2.2	conduct satisfaction surveys in accordance with the Service Levels and provide full details of the results to HSBC promptly upon completion;
	7.2.3	make available to HSBC the raw data and summary data of the results (respondents) of the HSBC customer satisfaction surveys;
	7.2.4	develop for and review with HSBC an improvement plan for all areas of the customer satisfaction surveys where the ratings/scores received by the Supplier are below the agreed minimum and target scores/ratings;
	7.2.5	implement all HSBC customer satisfaction surveys improvement plans in a timely fashion and to a timescale to be agreed with HSBC as part of the overall improvement plan; and
	7.2.6	track all changes with respect to the raw/originally gathered customer satisfaction data in an auditable way to allow HSBC to view the details of such changes (i.e. the change itself and who made the change and when).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 3-A

Learning Categories

Learning Category	Characteristics	Typical Content
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 3-B

Learning Demand Planning Process

[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 3-C

Learning Complexity Levels

Low Complexity
Pedagogy
[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]
[***]		[***]
Digital Media
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]		[***]
[***]		[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Medium Complexity
Pedagogy
[***]	[***]	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
[***]		[***]
Digital Media
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]		[***]
Medium Complexity with Test Me
Pedagogy
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]
[***]		[***]
Digital Media
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
[***]		[***]
[***]	[***]	[***]
[***]		[***]
[***]		[***]
[***]		[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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High Complexity
Learning product type	Description	Content development assumptions (per finished hour)
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Media component	Description
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 3-D

Course Languages

Region	Languages
APAC	Bahasa (Indonesian)
	Japanese
	Korean
	Simplified Chinese
	Thai
	Traditional Chinese
	Vietnamese
LATAM	Portuguese
	Spanish
ME	Arabic
NAM	English
	French Canadian
UK/CE	Russian
	French European
	Turkish
	German

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SCHEDULE 4

SERVICE LEVELS AND SERVICE CREDITS

1. INTRODUCTION

The definitions used in this Schedule 4 are as set out in clause 1.2 of this Agreement.

2. SERVICE LEVELS

2.1 The objectives of the Service Levels are to ensure that the Services are of a consistently high quality, delivered on time and in order to meet the requirements of HSBC.

2.2 The Supplier is to provide the Services so as to meet the Service Levels. The Service Levels for the Services are set out in Appendix 4-A to this Schedule 4 and as may subsequently be added to as agreed in accordance with the provisions of this Agreement.

2.3 'Global' Service Levels (as identified in Appendix 4-A (Service Level Table)) are measured on an aggregate global basis across all Countries. Notwithstanding such global measurement, Service Credits for global Service Levels shall accrue individually against each Country where Charges relevant to the Service Level in question are paid.  

	2.4	'Local' Service Levels (as identified in Appendix 4-A (Service Level Table)) are measured individually in each Country and Service Credits shall accrue against each Country individually.
	2.5	If the Service Levels are not achieved or if the Supplier otherwise fails to perform its obligations under this Agreement so that the Service Levels may be adversely impacted, the Supplier shall:

	2.5.1	where requested by HSBC, investigate, assemble and preserve pertinent information with the respect to the cause(s) of the Problem, including performing a root cause analysis of the Problem;
	2.5.2	advise HSBC to the extent reasonably requested by HSBC of the status of remedial efforts being undertaken with respect to such Problem;
	2.5.3	minimise the impact of and correct the Problem and thereafter recommence performance in accordance with the Service Levels as soon as possible; and
	2.5.4	take appropriate preventative measures so that the underlying Problem or cause of the relevant Incident does not reoccur.

	2.6	The Supplier acknowledges that its failure to meet a Service Level may have a material adverse impact on the business and operations of HSBC and will be remedied in accordance with paragraph 2.3 above.
	2.7	Without prejudice to paragraphs 2.2 or 2.3 above and save as otherwise provided in this Agreement, if there is a Service Failure, the Supplier must credit HSBC with Service Credits in accordance with the provisions of this Schedule 4 and by way of an automatic reduction in the amount of the Charges to be invoiced to HSBC in the next available invoice, as per paragraph 2.12.
	2.8	Where a sum is expressed to be payable as a Service Credit, the parties agree that:

	2.8.1	such sums are a price adjustment to reflect the actual quality of service provided to HSBC and do not represent an estimate of the loss or damage that may be suffered by HSBC in respect of the Service Failure which gives rise to the Service Credits;
	2.8.2	the crediting of such sums is without prejudice to any entitlement HSBC may have to damages from the Supplier relating to any such Service Failure save that HSBC shall give credit for its receipt of such sums in calculating any such damages;

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	2.8.3	subject to paragraph 2.8.4 below, such sums will apply on a Local Services Agreement by Local Services Agreement basis so that the Services Credits accruing in one Country will be applied as an automatic reduction in the Charges of that same Country; and
	2.8.4	HSBC Holdings plc retains the right to apply Service Credits to any invoice rendered pursuant to this Agreement, any Local Services Agreement or any Service Request entered into pursuant to the terms of this Agreement.

	2.9	The Supplier shall use such measuring and monitoring tools and procedures as are necessary to measure and report the Supplier's performance of the Services (together with such tools and procedures as may be supplied by HSBC or described or referred to in this Agreement), and in particular as required by paragraph 4 below. The Supplier shall provide HSBC with sufficient information in order to ensure the levels of service are being provided by the Supplier are calculated in accordance with this Schedule 4 and so as to verify the Charges. The Supplier will provide HSBC with reasonable information for the purposes of such verification.
	2.10	The Supplier shall provide HSBC with the details as to the levels of performance relevant to the Service Levels in writing on a monthly basis or as otherwise agreed in writing, together with all supporting information reasonably required by HSBC.
	2.11	The Supplier shall notify HSBC in its performance reports if HSBC becomes entitled to a Service Credit, which HSBC shall then receive in accordance with paragraphs 2.7 and 2.12.
	2.12	Payment of accrued Service Credits shall be made by way of a deduction of such outstanding Service Credits against the invoice due in the month following the month in which they accrued, or if no further invoice is due shall be paid by cheque, within forty two (42) days of the end of the month in which the Service Credits accrued. In the event of there being any bona fide dispute between the parties as to whether Service Credits have in fact accrued pursuant to the provisions of this Agreement, such dispute shall be escalated for urgent resolution to each of the parties' relevant representatives. If a bona fide dispute is resolved in favour of HSBC, the Supplier shall pay such payment within forty two (42) days of the date of such resolution.
	2.13	The Service Credits that shall be credited for each Service Failure shall be calculated as provided in this Agreement or as otherwise agreed in writing.
	2.14	If more than one Service Failure has occurred in a single month, the Service Credit Points to be credited in respect of that month shall be the aggregate of each of the Service Credit Points as calculated in accordance with this Agreement.
	2.15	If the Supplier's actual performance against a Service Level constitutes a Service Failure, the Supplier shall accrue, in respect of that actual performance, Service Credit Points in the amount specified in the column headed "Service Credit Points".
	2.16	The number of Service Credit Points accrued by the Supplier shall be converted in to Service Credits in accordance with Appendix 4-A to this Schedule 4.
	2.17	The amount of Service Credits actually payable to HSBC with respect to all Service Failures occurring in a single month shall not exceed, in total, [***] of the Charges due in respect of the Country in question pursuant to the relevant Local Services Agreement for the relevant month (the At Risk Amount).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	2.18	The At Risk Amount shall be divided by [***] so as to determine the value of each Service Credit Point.
	2.19	In the event that the Supplier accrues [***] or more Service Credit Points in any Country,  in any month, the full sum of the At Risk Amount shall be payable to HSBC by way of Service Credits. If fewer than [***] Service Credit Points accrue in any given month, then the provisions of Appendix 4-A to this Schedule 4 shall apply in order to calculate the amount of Service Credits then due.
	2.20	For the avoidance of doubt, where the Service Level achieved by the Supplier is equal to or higher than the relevant Service Level Target (set out in Appendix 4-A to this Schedule 4) then no Service Credit will apply in respect of such Service Level.
	2.21	If any specified Minimum Service Level is not met/is breached, the maximum Service Credit Points which may potentially be incurred in respect of the relevant Service Level for that month shall be automatically incurred and applied as if the actual level of service was 0%.
	2.22	For the avoidance of doubt, Service Credit Points accrue on a cumulative basis as each threshold is hit (e.g. if the Supplier's performance is such that a Service Level failure is in Threshold 2, the total Service Credit Points incurred is the sum of those set for Threshold 1 and Threshold 2).
	2.23	In the event that a Service Failure has occurred in respect of a Service Level in any [***] out of a rolling series of [***] consecutive months, then in respect of the third and each month thereafter of consecutive Service Failure:

	2.23.1	the At Risk Amount shall be increased from [***] to [***] (and the value of the Service Credit Points shall be increased accordingly on a pro rata basis) in relation to that Service Failure; and
	2.23.2	the Service Credit Points for the individual Service Level where the Service Failure has occurred shall be multiplied by [***],

until such time as the Service Failure is remedied.

	2.24	If in any month the maximum amount of Service Credits becomes payable, then instead of having the Service Credits applied as a reduction to the next invoice, the Supplier shall instead furnish HSBC with a cheque for the value of such Service Credits, signed by the Supplier's Chief Financial Officer in accordance with the provisions of paragraph 2.12 above.
	2.25	In the event that:

	2.25.1	the full At Risk Amount of Service Credits has become payable in any [***] out of a rolling series of [***] consecutive months; or
	2.25.2	the amount of Service Credit Points notionally accruing across any rolling period of [***] consecutive months exceeds [***],

then the Supplier shall procure that its Chief Executive Officer shall promptly attend a meeting with HSBC in order to discuss and agree a plan to resolve the Service Failures and prevent their reoccurrence.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	3.	CHANGES
	3.1	Any changes to this Schedule 4 shall be made by way of variation pursuant to clause 30 (Variation) of this Agreement. The Supplier shall not unreasonably delay or withhold its consent to any change which HSBC believes is required in order to reflect changed business priorities.
	3.2	Any changes to the Service Levels shall be made in accordance with the Change Procedure.
	3.3	Unless otherwise agreed, measurement and reporting against amended Service Levels shall commence with effect from the date on which such Change takes effect.
	3.4	The Supplier and HSBC shall co-operate in good faith in order to finalise Delivery Service Levels 3 and 4 (as set out in Appendix 4-A (Service Level Table)).  Any disputes in finalising these Service Levels shall be dealt with in accordance with clause 26 of the Agreement.
	4.	MEASUREMENT AND REPORTING
	4.1	The Supplier shall be responsible for monitoring its performance against all of the agreed Service Levels and shall maintain adequate technical and organisational procedures and reasonable auditable tools to enable it to do so. HSBC reserves the right to measure the Supplier's performance, however the Supplier toolset shall be recognised as the system of record. In the event of a discrepancy between the Supplier's measurement and HSBC's measurement, the parties will discuss and resolve such discrepancy via the regular meetings held pursuant to Schedule 9 (Governance). Service Levels measured on a "time to perform" basis shall be measured from the time the relevant Incident is:

	4.1.1	reported to the Supplier as measured by the time/date stamp of the Incident in HSBC's or the Supplier's problem management system (provided always that the Supplier shall have immediately logged and reported Incident upon such system, having been contacted by HSBC or any connected third party; or
	4.1.2	discovered by the Supplier,

whichever is earlier. 

	5.	COOPERATION
	5.1	The achievement of the Service Levels by the Supplier may require the coordinated, collaborative effort of Third Party Suppliers. The Supplier's contract manager will, unless otherwise agreed, provide a single point of contact for the resolution of all Service Failures in relation to the Service Levels identified in this Schedule 4, regardless of whether the reason for such Service Failures was caused by the Supplier or a Third Party Supplier. The Supplier will cooperate as reasonably required by HSBC with HSBC and any Third Party Suppliers in their attempts to resolve service problems in relation to the services which the Third Party Suppliers are providing to HSBC.
	6.	WORKED EXAMPLES
	6.1	[***]
	6.2	[***]
	6.3	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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APPENDIX 4-A

Service Level Table

The following table specifies the Service Levels required by the Supplier, as further set out in each relevant Local Services Agreement.

All days quoted are Working Days. Service Levels which constitute Critical Services are highlighted in the table below.

1. PROGRAMME MANAGEMENT

No.	Service Level (SLA)/  Key Performance Indicator (KPI)	Service Level Description	Definition of Measure	Achievement Measure	Service Level Target	Threshold 1	Threshold 2	Minimum Service Level	Frequency	Global/Local
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
8.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.            PORTFOLIO MANAGEMENT

No.	Service  Level (SLA)/  Key Performance Indicator (KPI)	Service Level Description	Definition of Measure	Achievement Measure	Service Level Target	Threshold 1	Threshold 2	Minimum Service Level	Frequency	Global/Local
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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3.             DESIGN

No.	Service  Level (SLA)/  Key Performance Indicator (KPI)	Service Level Description	Definition of Measure	Achievement Measure	Service Level Target	Threshold 1	Threshold 2	Minimum Service Level	Frequency	Global/Local
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
8.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
9.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
10.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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4.             DELIVERY

No.	Service Level (SLA)/ Key Performance Indicator (KPI)	Service Level Description	Definition of Measure	Achievement Measure	Service Level Target	Threshold 1	Threshold 2	Minimum Service Level	Frequency	Global/Local
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
2.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
3.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
4.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
5.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
6.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
7.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
8.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
9.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
10.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
11.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
12.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
13.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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5.            MANAGED SUPPLIERS

No.	Service  Level (SLA)/  Key Performance Indicator (KPI)	Service Level Description	Definition of Measure	Achievement Measure	Service Level Target	Threshold 1	Threshold 2	Minimum Service Level	Frequency	Global/Local
1.	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Schedule 5

Charges

1. DEFINITIONS

The definitions used in this Schedule 5 are as set out in clause 1 of the Agreement.

	2.	INTRODUCTION AND OVERVIEW
	2.1	This Schedule 5 sets out the Charges that are payable by HSBC to the Supplier for the Services required from the Supplier and the basic principles relating to the calculation of such Charges.
	2.2	The Charges are broken down as follows:

	2.2.1	Charges in respect of Service Management, as identified in paragraph 3 of Schedule 3 (Services), which are further described in and shall be calculated in accordance with paragraph 4 of this Schedule 5 (the Service Management Charges);
	2.2.2	Charges in respect of Transformation, which shall be calculated in the manner set out in paragraph 5 (Transformation) of this Schedule 5 (the Transformation Charges). If and to the extent that HSBC requires the Supplier to perform additional Transformation-related Projects, then the Charges applicable to such Projects shall be calculated using the relevant Project Rates specified in Appendix 5-C (Rate Card) of this Schedule 5;
	2.2.3	Charges in respect of 'Design' activities, as identified in paragraph 4 of Schedule 3 (Services), which shall be calculated in accordance with paragraph 6 of this Schedule 5 (the Design Charges);
	2.2.4	Charges in respect of 'Delivery' activities, as identified in paragraph 5 of Schedule 3 (Services), which shall be calculated in accordance with paragraph 7 of this Schedule 5 (the Delivery Charges);
	2.2.5	any costs, fees and other charges in respect of goods and/or services provided by a Third Party Supplier, which are paid for by the Supplier on HSBC's (or an HSBC Group member's) behalf and which are further described in paragraph 8 and as agreed between the parties from time to time (Pass-Through Charges);
	2.2.6	Charges in respect of Projects, which are further described in and shall be calculated in accordance with paragraph 10 of this Schedule 5; and
	2.2.7	Termination Services Fees, which are further described in paragraph 11 of this Schedule 5.

	2.3	There shall be no Charges payable in respect of the Transition Services or Transition activities as set out in Schedule 2 (Transition and Transformation). The Supplier acknowledges that it shall not be entitled to recover or be reimbursed in respect of any of the costs identified in paragraph 3.2 below to the extent the same are related to Transition and Supplier Personnel involved in Transition-related activities.
	3.	GENERAL
	3.1	In consideration for the due and proper performance by the Supplier of its obligations under the Agreement, HSBC shall pay the Supplier the Charges in accordance with this Schedule 5 and as set out under any applicable Local Services Agreement or in a Service Request approved in accordance with paragraph 3.8 of Schedule 11 (Projects).
	3.2	The Charges identified and/or described within this Schedule 5, the wider Agreement and in any Local Services Agreement or Service Request shall include within them:

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	3.2.1	Supplier Personnel travel costs including travel to and from their applicable primary office location (including any primary HSBC Premises) and all additional reasonable travel costs to any location as may be required for the performance of the Services, save to the extent that such costs are agreed to be chargeable in relation to specific Projects or where travel has been specifically requested and sanctioned by HSBC;
	3.2.2	Supplier Personnel accommodation and subsistence costs, save to the extent that such costs are agreed to be charged in the relevant Service Request or where travel necessitating accommodation and subsistence has been specifically requested and sanctioned by HSBC;
	3.2.3	the cost of printing and the provision of any instructor guides, learner guides, MS Power Point presentations, job aids, reference material, performance support tools, and audio or video programming, save to the extent set out and agreed in the relevant Service Request;
	3.2.4	[***] in the performance of the Termination Services pursuant to Schedule 13 (Exit Management);
	3.2.5	the costs of any office accommodation used by the Supplier in the provision of the Services;
	3.2.6	the cost of interfacing with and, as applicable, managing any Supplier Affiliate, Sub-Contractor, Managed Suppliers or Third Party Suppliers (including other technology and systems providers), save to the extent otherwise agreed under this Agreement;
	3.2.7	the cost of interfacing, in the provision of the Services, with any Software, hardware, plant, machinery, media, cabling and other equipment which is owned, licensed or leased by or on behalf of HSBC and/or any other HSBC Group Member;
	3.2.8	any and all costs of the Supplier (i) in carrying out due diligence, (ii) relating to internal project management and the project management of any Supplier Affiliate or Sub-Contractor, (iii) relating to management information, (iv) any ordering and billing system development, and (v) any other similar costs incurred at the Supplier’s entire discretion, unless the parties specifically agree that such costs are to be charged to HSBC in accordance with the Change Procedure in advance of being incurred (where such advance agreement shall be to nature and amount of such costs).

	3.3	In no event shall HSBC be responsible for any fees or charges not identified in or calculated in accordance with the Agreement (and in particular this Schedule 5), a Service Request signed by both parties, or any applicable Local Services Agreement. In this regard, where a fee or charge is not identified in or calculated in accordance with the Agreement, any applicable Local Services Agreement or Service Request for an activity to be undertaken by the Supplier pursuant to the same, then such activity shall be carried out by the Supplier at no cost to HSBC beyond the payment of the Charges as set out or calculated in accordance with this Agreement, any applicable Local Services Agreement or Service Request.
	3.4	Any proposed variation to the Charges shall be dealt with through the Change Procedure as set out in Schedule 12 (Change Procedure).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	4.	SERVICE MANAGEMENT CHARGES
	4.1	The Service Management Charges shall be payable [***] are as indicated in Appendix 5-B to this Schedule 5 (Service Management Charges) and shall be calculated in accordance with this paragraph 4. During Phases 1, 2 and 3 of Transition, the Service Management Charges shall ramp up in accordance with paragraph 4.3 to 4.5 below.
	4.2	The Service Management Charges shall cover performance of the following activities:

	4.2.1	Programme Management;
	4.2.2	Portfolio Management; and
	4.2.3	Supplier Management.

4.3 Prior to the first Transition Key Milestone Date, the Service Management Charges shall ramp-up on a weekly basis during (in each case by reference to the relevant percentage stated) and be pro-rated over each period identified below:

	4.3.1	in respect of the UK, from [***] from the signature date of and up to and including the scheduled Services Commencement Date in respect of the Local Services Agreement for the United Kingdom, (with such percentage of the Service Management Charges being paid for under the Local Services Agreement for the UK);
	4.3.2	in respect of the United States, from [***] from the signature date of and up to and including the scheduled Services Commencement Date in respect of the Local Services Agreement for the United States (with such percentage of the Service Management Charges being paid for under the Local Services Agreement for the United States);
	4.3.3	in respect of Hong Kong, from [***] from the signature date of and up to and including the scheduled Services Commencement Date in respect of the Local Services Agreement for Hong Kong (with such percentage of the Service Management Charges being paid for under the Local Services Agreement for Hong Kong); and
	4.3.4	in respect of Canada, from [***] from the signature date of and up to and including the scheduled Services Commencement Date in respect of the Local Services Agreement for Canada (with such percentage of the Service Management Charges being paid for under the Local Services Agreement for Canada).

	4.4	From the first Transition Key Milestone Date up to and including the second Transition Key Milestone Date, a further [***] of the Service Management Charges shall ramp-up [***] of the Service Management Charge, pro-rated over such period. The Local Services Agreements to which this further [***] shall be attributed to shall be determined by HSBC and notified to the Supplier before the first Transition Key Milestone Date, however in ease case such percentage of the Service Management Charges shall ramp-up from the signature date of and up to and including the scheduled Services Commencement Date in respect of each such Local Services Agreement.
	4.5	From the second Transition Key Milestone Date up to and including the third Transition Key Milestone Date, the remaining [***] of the Service Management Charges shall ramp-up [***] of the Service Management Charge, pro-rated over such period. The Local Services Agreements to which this further [***] shall be attributed to shall be determined by HSBC and notified to the Supplier before the second Transition Key Milestone Date, however in ease case such percentage of the Service Management Charges shall ramp-up from the signature date of and up to and including the scheduled Services Commencement Date in respect of each such Local Services Agreement.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	4.6	Following the second Transition Key Milestone Date the Service Management Charges shall become a fixed monthly recurring fee as indicated in Appendix 5-B to this Schedule.
	4.7	The invoicing approach in respect of the Service Management Charges shall set out at paragraph 16 of this Schedule 5.
	5.	TRANSFORMATION CHARGES
	5.1	The Transformation Charges in respect of the Transformation Key Milestones and Transformation Interim Key Milestones are as identified in Appendix 5-D (Milestone Payments) to this Schedule 5.
	5.2	The Supplier shall become entitled to issue an invoice for the Transformation Charges in any given month, if the relevant Transformation Key Milestone or Transformation Interim Key Milestone (as applicable) has been achieved by the applicable Transformation Key Milestone Date and provided that the Acceptance Criteria in respect of all Transformation Deliverables associated with that Transformation Key Milestone or Transformation Interim Key Milestone (as applicable) have been successfully achieved.
	5.3	For the avoidance of doubt, the Transformation Charges shall only be due and payable upon Acceptance of each Transformation Deliverable in accordance with the provisions of Part 2 of Schedule 2 (Transition and Transformation).
	6.	DESIGN CHARGES
	6.1	The Design Charges shall apply based on the levels of complexity of the Design activities required by HSBC as further described in paragraph 4 of Schedule 3 (Services).
	6.2	The Design Charges shall be calculated on the basis of the following principles:

	6.2.1	fixed price hourly rates for the output of content designed, as further described at Appendix 5-C (Rate Card) to this Schedule 5; and
	6.2.2	the monthly Design Charges shall be the sum of all accrued 'hours of Design output' across the applicable levels of complexity described on paragraphs 4 of Schedule 3 (Services),

using the following formula, where the price per hour of designed output is specified in:

∑  Price per hour of design output for design type and complexity
x Number of hours of content designed.

6.3 From the Signature Date, the Supplier shall ensure that the Design Charges and the relevant 'Design' activities identified in paragraph 4 of Schedule 3 (Services) are accrued and allocated, respectively, on the basis of the applicable ratio set out below. Through the life of the Agreement, the Supplier shall reduce the 'Category A' Supplier Personnel percentage in accordance with the table below and shall ensure that at no time shall such percentage exceed the level stated in the relevant Year:

Period	Supplier Personnel Ratio
	Category A'	Category B
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

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where: 'category A' Supplier Personnel means [***] Supplier Personnel, in accordance with the Rate Card set out at Appendix 5-C; and

'category B' Supplier Personnel means [***] Supplier Personnel, in accordance with the Rate Card set out at Appendix 5-C.

	6.4	The Supplier shall be entitled to prepare a monthly invoice in respect of the Design Charges accrued during the previous month in respect of each Academy to be issued to HSBC or the relevant HSBC Contracting Party, as applicable, detailing the Design Charges attributable to each Course over the relevant month in accordance with paragraph 6.2 above.
	6.5	Additional Design Charges

6.5.1 Video / Audio content, which is calculated based on 5 minutes of 'produced' content and using the following formula:

∑ Price per 5 minutes of 'produced' content based on level of complexity and content type
x Number of 5 minutes segments of 'produced' content

6.5.2 Translations, which are calculated per hour of the relevant Course and using the following formula:

∑ Price per hour of the Course based on language, level of complexity and content type
x Number of hours of the Course

6.5.3 Assessments, which are calculated per 60 questions within the Assessment, where the cost relates to the creation and not the integration of the questions, and using the following formula:

∑ Price per 60 questions based on level of complexity and content type
x Number of batches of 60 questions

	7.	DELIVERY CHARGES
	7.1	The Delivery Charges shall apply based on the cost per hour of an instructor taking account of training type, seniority (e.g. 'instructor' and 'master instructor') and location (i.e. Country or region, as applicable). The hourly rates for instructors are laid out in Appendix 5-C (Rate Card) of this Schedule 5.
	7.2	The Delivery Charges shall be calculated on the basis of the following principles:

	7.2.1	fixed price hourly instructor rates shall apply as further described at Appendix 5-C (Rate Card) to this Schedule 5; and
	7.2.2	the monthly Delivery Charges shall be the sum of the applicable Charges attributable to the total number of hours of training delivered by an instructor during the previous month, and using the following formula:

∑ instructor rate (as applicable) per hour
x Number of hours delivered

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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7.3 Additional Delivery Charges

7.3.1 'Train the trainer' costs, which shall be based on content type, the complexity of the Course being delivered and the location of the Course as further described at Appendix 5-C (Rate Card) to this Schedule 5, shall be identified and agreed in the relevant Service Request and shall be calculated using the following formula:

∑ 'train the trainer' rate per hour based on level of complexity, content type and location
x Number of hours delivered

7.4 Delivery Charges shall be payable, subject always to receipt from the Supplier of a valid invoice, in respect of Delivery Charges attributable to the previous month. In the event of cancellation of a Class or a Course, the Delivery Charges attributable to that Class or a Course (as applicable) shall be payable as follows:

	7.4.1	[***] of the applicable Delivery Charges shall be payable if the Class or Course is cancelled with less than [***] notice before the scheduled training delivery date;
	7.4.2	[***] of the applicable Delivery Charges shall be payable if the Class or Course is cancelled with between [***] notice before the scheduled training delivery date; and
	7.4.3	where [***] notice is given before the scheduled training delivery date, the no cancelation payments shall apply.

	7.5	In the event that a Class or Course is cancelled in accordance with paragraph 7.4 above, irrespective of the notice given and provided that an alternative Class or Course can be delivered or other Services provided instead, then no cancellation charges shall be payable.
	8.	PASS-THROUGH CHARGES
	8.1	Each of the Pass-Through Charges shall be invoiced to HSBC by the Supplier within thirty (30) days of the invoice relating to that individual Pass-Through Charge being received by the Supplier. The Supplier shall not be able to recover any Pass-Through Charges from HSBC which are not invoiced within four (4) months of that cost being incurred, save where the Supplier notifies HSBC of a dispute relating to the Pass-Through Charges which prevents the Supplier from meeting that time frame.
	8.2	For the avoidance of doubt, the Supplier shall not apply any additional charges to the Pass-Through Charges unless otherwise agreed between the parties in writing, and if requested by HSBC the Supplier shall provide such evidence as is sufficient to establish that the Pass-Through Charges are being charged to HSBC as agreed between the parties without uplift, inflation or other increase.
	9.	PAYMENTS TO MANAGED SUPPLIERS
	9.1	Notwithstanding the foregoing, the Supplier shall administer the invoices for services provided by the Managed Suppliers to HSBC in accordance with paragraph 3.6.3.1 of Schedule 3 (Services).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	9.2	In no event shall the Supplier be entitled to apply any form of uplift to such invoices, which shall be paid directly by HSBC. The Supplier's fees for administrating and managing the Managed Contracts shall form part of the Service Management Charges.
	10.	PROJECT CHARGES
	10.1	The Charges applicable to individual Projects shall be calculated by reference to the rate card set out at Appendix 5-C (Rate Card) to this Schedule 5. The rates set out in Appendix 5-C (Rate Card) constitute a fixed price daily rate for resources to work on Projects, as differentiated by skill type, level of expertise, location and based on an eight (8) hour Working Day globally (Project Days).
	10.2	The Charges in respect of Project resource shall be calculated using the following formula:

∑  Position day rate for role x Number of days.

	10.3	Project Charges shall only be payable by HSBC to the extent they have been agreed and recorded in this Agreement or set out in a Local Services Agreement or in a Service Request in respect of Project Services, which are additional to the Services required by HSBC. For the avoidance of doubt, the Supplier shall not (and shall not be entitled to) apply any charges for Projects to the Service Management Charges, Transition Charges, Transformation Charges, Design Charges or Delivery Charges.
	11.	TERMINATION SERVICES FEES

The Supplier shall provide [***] free of charge in the performance of the Termination Services. The Termination Services Fees in respect of any additional support or assistance required by HSBC in accordance with Schedule 13 (Exit Management) shall be agreed as follows:

	11.1	the parties shall agree the Termination Services Fees for defined activities in advance of such activities being performed, provided that such fees shall be at least [***] than the equivalent fees for the same activities calculated on a time and materials basis by reference to the rate card set out at Appendix 5-C (Rate Card); and
	11.2	where otherwise agreed between the parties, the Termination Services Fees shall be calculated on a time and materials basis using the rate card set out at Appendix 5-C (Rate Card).
	12.	GUARANTEED SAVINGS
	12.1	The Supplier shall, through-out the life of the Agreement and in accordance with clause 5.7 of the Agreement, commit to the process of the continuous improvement of the Services, which shall include a commitment to proactively seek to deliver savings for HSBC, which savings shall include the Guaranteed Savings set out Appendix 5-E to this Schedule 5.
	12.2	In the performance of the Services, the Supplier shall enhance efficiency and strive to deliver the Services at a lower overall cost, year on year, through the delivery of Guaranteed Savings.
	12.3	The Supplier shall ensure that the Actual Savings delivered to HSBC will be equal to or greater than the sums identified in Appendix 5-E (Guaranteed Savings).

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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	12.4	In the event that the Actual Savings do not equal or exceed the equivalent sum of Guaranteed Savings, then the Supplier shall be liable for and shall pay to HSBC an amount equal to the difference between the Actual Savings and the Guaranteed Saving for the relevant calendar year, which payment shall be made by the Supplier to HSBC no later than thirty (30) days following the end of the relevant calendar year.
	12.5	HSBC has identified examples of 'savings drivers' to be used by the Supplier in its commitment to meet its Guaranteed Savings obligations to HSBC, which mechanism are set out at Appendix 5-E to this Schedule 5.
	13.	EXTENSION OF TERM

In the event that HSBC extends the term of this Agreement pursuant to clause 3.2 of the Agreement, then the Charges payable by HSBC shall be the same as the Charges payable immediately prior to the Original Expiry Date.

	14.	INDEXATION
	14.1	Indexation shall not be applied to the Charges during [***] of the term of the Agreement.
	14.2	During the [***] of the term of the Agreement, the Supplier shall be entitled to apply indexation in respect of Charges payable pursuant to each Local Services Agreement entered into pursuant to this Agreement; such entitlement to apply indexation shall be capped at the level identified in the relevant Local Services Agreement.
	15.	CURRENCY CONVERSION
	15.1	The Charges under each Local Services Agreement shall be payable in the local currency for that Country in accordance with the conversion rate specified below or in the Local Services Agreement, as applicable. All Charges payable pursuant to a Local Services Agreement shall apply for the duration of the term of that Local Services Agreement.
	15.2	For Services provided in the United Kingdom, Hong Kong and Canada, any conversion from USD to the local currency in that Country shall be based on the following calculations:

	15.2.1	for the Services provided in United Kingdom: $1 = £0.652;
	15.2.2	for the Services provided in Hong Kong: $1 = HK$7.763; and
	15.2.3	for the Services provided in Canada: $1 = CA$1.025.

	15.3	For all other Countries, the conversion shall be agreed between the parties when agreeing the terms of the Local Services Agreement.
	15.4	If and to the extent HSBC requests that Charges for Services under a Local Services Agreement, which would ordinarily be payable in local currency, are to be billed to another HSBC Contracting Party in a different Country, and therefore payable in the local currency of that different Country, then the exchange rate used to convert the amount set out in the relevant invoice from local currency to local currency shall be determined by using xxx.xx.xxx and calculated as at the relevant invoice date.
	16.	INVOICING

The Supplier shall comply with the HSBC invoicing processes set out at Appendix 5-A (HSBC Invoicing Processes) of this Schedule 5.

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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17. OVERPAYMENT

Further to clause 6.15 of the Agreement, any overpayments made by HSBC shall be repaid by the Supplier within sixty (60) days of discovery by the Supplier or of HSBC's notice to the Supplier of the overpayment (whichever is the earlier). Failure on the part of the Supplier to pay within this time period will result in interest being charged in respect of the amount overpaid at the per annum rate set out in clause 6.12 of the Agreement, calculated from day to day from the date of discovery or notice as described above (whichever is the earlier), until (and including) the date of repayment.

18. CHANGES TO THE CHARGES

All charges set out in this Schedule 5 are maximums and shall not be subject to increases except where:

	18.1	an increase in relation to specific charges has been agreed as a Change in accordance with the Change Procedure; and
	18.2	such charge is subject to indexation in accordance with paragraph 14.2 of this Schedule 5 (adjusted for Index) or foreign exchange in accordance with paragraphs 15.2 and 15.3 of this Schedule 5.
	19.	REDUNDANCY COSTS

The principles relating to the payment or recover of redundancy costs relating to Transferring Employees and Inscope Employees shall be agreed and set out in Schedule 7 (Human Resources). Any and all costs payable by either party associated with Transferring Employees and Inscope Employees shall be set out in the relevant Local Services Agreement.

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Global Outsourcing Services Agreement

APPENDIX 5-A

HSBC Invoicing Processes

1. CONTENT

1.1 The Supplier shall ensure that all invoices submitted to HSBC pursuant to this Agreement are submitted electronically and contain:

	1.1.1	the VAT reference number if applicable; and
	1.1.2	the total amount payable.

1.2 In addition, the Supplier shall issue an accompanying electronic version of the spread sheet set out below (either electronically with the invoice or as an enclosure together with the hard copy paper invoice, as applicable) containing the information set out in the following table (which for the avoidance of doubt shall be provided in the table format set out below):

Cost Centre	Nominal	Net Amount	VAT Amount	Gross Amount	Vat Percentage	Supplier Name	Invoice Date	Description	Supplier Number
[insert]	[insert]	[insert]	[insert]	[insert]	[insert]	[insert]	[insert]	[insert]	[insert]

	1.3	Invoices that are not submitted in accordance with this Appendix 5-A or which are incomplete may be rejected by HSBC in their entirety.
	1.4	Where any invoices require information to be provided by HSBC and/or the HSBC Contracting Party in order for the Supplier to submit invoices in accordance with this Agreement, then HSBC and /or the HSBC Contracting Party shall ensure that such information is provided in order to enable invoices to be produced and submitted in accordance with the Invoice Dates.

2. MANUAL AND E-INVOICING

2.1 Where requested by HSBC, the Supplier shall submit invoices either electronically or in hard copy by post, in which case the following details shall be notified to the Supplier:

	2.1.1	name of recipient;
	2.1.2	relevant HSBC Contracting Entity;
	2.1.3	address of recipient (for paper invoices):
	2.1.4	recipient email address (for e-invoicing).

2.2 HSBC may notify the Supplier of any updates or changes to the above invoicing details from time to time and the Supplier shall ensure that within two (2) Working Days of receipt of such notice all invoices comply with the updated details.

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Global Outsourcing Services Agreement

3. SERVICE MANAGEMENT CHARGES AND TRANSFORMATION CHARGES

	3.1	Following the Signature Date, HSBC shall confirm to the Supplier the invoicing process applicable to the Service Management Charges and the Transformation Charges and the Supplier shall ensure that all invoices comply with the process within five (5) Working Days of receipt of such confirmation.
	3.2	In the event that the Supplier has not received such confirmation by the relevant date(s) on which the Supplier becomes entitled to invoice for such Charges, then the Supplier shall be entitled to prepare an invoice for the attention of the Global Head of Learning Operations at HSBC Xxxxxxxx Xxx, 0 Xxxxxx Xxxxxx, Xxxxxx, X00 0XX.
	3.3	HSBC may notify the Supplier of any changes to the invoicing process applicable to the Service Management Charges or the Transformation Charges from time to time and the Supplier shall ensure that within two (2) Working Days of receipt of such notification all invoices comply with such changes.

4. LOCAL INVOICING PROCESS AND SERVICE REQUESTS

Any local additions or variations to this HSBC invoicing process shall be set out in the relevant Local Services Agreement or the relevant Service Request, as applicable.

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Global Outsourcing Services Agreement

APPENDIX 5-B

Service Management Charges

1. The Service Management Charges and Transformation Charges set out below are indicative of the applicable Charges based on the associated dates included in this illustration. Actual Charges will be calculated by reference to the actual signature dates and Services Commencement Dates of the relevant Local Services Agreement and the relevant Key Milestones Date(s), as applicable.

Service Management	Year 1	Year 2	Year 3
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Assumptions	Local Services Agreement signature date		Services Commencement Date
Assumptions	Date	Week	Date	Week	Total time
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]			[***]
[***]	[***]	[***]			[***]

Total Service Management Charge paid Year 1 [***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Amount of Service Management Charge ($)

2013

Week

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Amount of Service Management Charge ($)

2014 (Part 1 of 2)

Week

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Amount of Service Management Charge ($)

2014 (Part 2 of 2)

Week

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Global Outsourcing Services Agreement

APPENDIX 5-C

Rate Card

1. Onshore Design Rates - for content produced in UK, North America, France and Germany

Prices below are per hour of produced content

1.1 Development of competency in role – personal and professional

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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Global Outsourcing Services Agreement

1.2 Development of competency in role – technical

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.3 Leadership and talent proposition offerings

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.4         Development of competency in role – management and leadership

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.5 Mandatory and regulatory

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.6 Priority or strategic business/function initiatives

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.7 Business/Function line induction

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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1.8 Regional and Country level programmes

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2. Offshore Design Rates - for content produced in China, India, Mexico and South America

Prices below are per hour of produced content

2.1 Development of competency in role – personal and professional

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.2 Development of competency in role – technical

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.3 Leadership and talent proposition offerings

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.4 Development of competency in role – management and leadership

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.5 Mandatory and regulatory

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.6 Priority or strategic business/function initiatives

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.7 Business/Function line induction

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]	[***]	[***]	[***]
ILT	Re-engineering	Low	[***]	[***]	[***]	[***]
ILT	Re-alignment	High	[***]	[***]	[***]	[***]
ILT	Re-alignment	Medium	[***]	[***]	[***]	[***]
ILT	Re-alignment	Low	[***]	[***]	[***]	[***]
ILT	Re-purpose	High	[***]	[***]	[***]	[***]
ILT	Re-purpose	Medium	[***]	[***]	[***]	[***]
ILT	Re-purpose	Low	[***]	[***]	[***]	[***]
VLT	New course design	High	[***]	[***]	[***]	[***]
VLT	New course design	Medium	[***]	[***]	[***]	[***]
VLT	New course design	Low	[***]	[***]	[***]	[***]
VLT	Re-engineering	High	[***]	[***]	[***]	[***]
VLT	Re-engineering	Medium	[***]	[***]	[***]	[***]
VLT	Re-engineering	Low	[***]	[***]	[***]	[***]
VLT	Re-alignment	High	[***]	[***]	[***]	[***]
VLT	Re-alignment	Medium	[***]	[***]	[***]	[***]
VLT	Re-alignment	Low	[***]	[***]	[***]	[***]
VLT	Re-purpose	High	[***]	[***]	[***]	[***]
VLT	Re-purpose	Medium	[***]	[***]	[***]	[***]
VLT	Re-purpose	Low	[***]	[***]	[***]	[***]

[***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

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2.8 Regional and Country level programmes

Learning Type	Product Type	Complexity	Year 1	Year 2	Year 3	Year 4
E-Learning	New course design	High	[***]	[***]	[***]	[***]
E-Learning	New course design	Medium	[***]	[***]	[***]	[***]
E-Learning	New course design	Low	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	High	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-engineering	Low	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	High	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-alignment	Low	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	High	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Medium	[***]	[***]	[***]	[***]
E-Learning	Re-purpose	Low	[***]	[***]	[***]	[***]
ILT	New course design	High	[***]	[***]	[***]	[***]
ILT	New course design	Medium	[***]	[***]	[***]	[***]
ILT	New course design	Low	[***]	[***]	[***]	[***]
ILT	Re-engineering	High	[***]	[***]	[***]	[***]
ILT	Re-engineering	Medium	[***]