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SCHEDULE PTL PORTING

Dell Managed Client Services

Dell Service Provider Statement of Work

Supporting delivery of Managed Client Services for MasterCard

Provider: NCR Global Solutions Limited

Dell

http://www.dell.com

STATEMENT OF WORK TO

MASTER SERVICES AGREEMENT

Managed Client Services

This Statement of Work (“SOW”) is made and entered into as of March 1, 2016 (the “SOW Effective Date”) by and between NCR Corporation, a Maryland corporation, by and on behalf of itself and its subsidiaries and affiliates (“Provider” or “NCR”) and Dell USA, L.P., a Texas limited partnership, by and on behalf of itself and its subsidiaries and affiliates, including without limitation Dell Inc. and all direct and indirect subsidiaries of Dell Inc. (“Dell”). This SOW is in support of Dell’s performance of its obligations under a global customer contract between Dell and MasterCard. NCR will perform and Dell will pay for services as described in this SOW (the “Services”), which Services will include, without limitation, performing certain Services at MasterCard locations in approximately 50 countries. This SOW is entered into pursuant to the Master Relationship Agreement between NCR Corporation and Dell USA, L.P. effective as of May 6, 2013, the terms of which are incorporated herein by reference as if fully set forth in this SOW.

This SOW describes the on-site installation, move, add, and change activities, desk-side software support and hardware break-fix Services (“Services”) to be provided for Dell’s Customers (“Customer” or “Dell Customer”).

1. Definitions

All capitalised terms used in this SOW and not defined in this SOW shall have the same meaning as the Agreement.

Affiliate– shall mean, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity.

Business Days – means Monday to Friday excluding, public, local and national holidays.

Change Request – An individually documented request for adjustment to the service delivery workflow covered under this SOW. A Change Request will be used to modify the Services provided for a specific order between Dell and NCR which is subject to this SOW. Changes to the standard offering of Services described in this SOW will require an amendment to the Agreement.

Commercial Off the Shelf Software (COTS) – Commercial-Off-The-Shelf Software supported under this SOW as identified in Appendix C.

Confidential Information – For purposes of the provision of Services under this SOW the following supplements the terms and conditions of the Non-disclosure Agreement (#98022314) between NCR and Dell: Confidential Information shall mean all non-public written, electronic, and oral proprietary information communicated to NCR (or obtained by NCR while at MasterCard’s premises) or learned as a result of access provided during the term in connection with this SOW, including (i) information relating to MasterCard’s services, methodologies, business plans, finances, marketing plans, customers or prospects, (ii) all costing, pricing, software, technology, techniques, processes, methodologies, and other proprietary information of Dell, and (iii) with respect to both MasterCard and Dell, any terms of the MasterCard/Dell ITSA or this SOW. Confidential Information will not include information that was known by NCR without an obligation of confidentiality before its receipt from the disclosing party, (B) is independently developed by NCR without reference to or inclusion of the disclosing party's non-public proprietary information, (C) is or becomes publicly available without a breach by NCR of this SOW, or (D) is disclosed to NCR by a third person who is not required to maintain its confidentiality.

"Control" and its derivatives– shall mean with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights.

Covered System– Computer hardware covered under this SOW as specified in Section 5.

Customer Contact – An individual representing the Dell Customer who is responsible for providing access to Customer property, information, and materials required to provide the Services. The Customer Contact will be expected to acknowledge the completion of service events.

DPS – Dell Procurement System

DSS – Deskside Software Support

Go-Live date – The date when Services delivery to a new Dell Customer or a new site for an existing Dell Customer will start. The Go-Live date marks the end of the On-boarding period.

NCR@ your service – A Web Portal for NCR service management systems that enables Dell to log and track requests and incidents related to providing service for Dell customers.

Next Business Day Service - With respect to (i) each Service Request assigned to NCR by the end of the Service Hours in a Business Day, and (ii) each NCR Service Request opened in “NCR@ your service” by Dell Service Desk personnel or other Dell personnel supporting the Customer Sites by the end of the Service Hours in a Business Day, the service is for the NCR Technician to be on-site at the applicable Customer Site by the end of the Service Hours for the Next Business Day (“NBD Service”). “Business Day” means Monday through Friday, Customer local time, excluding holidays.

Multi-Vendor Support (MVS) – The support of non-Dell product as described in this SOW.

On-boarding – the process of preparing for the delivery of Services to a new site for a new or existing Dell Customer. The on-boarding period starts on the date of Change Request signature and ends on the Go-Live date.

Out of Scope (OOS) – Services outside the scope of this SOW.

OOW - Out of Warranty

PMO – Program Management Office

PPM – “Principle Period of Maintenance”: Means the time period (in hours per day and days per week) during which NCR will provide the Services.

OPPM – “Outside Principle Period of Maintenance” – to be defined as Saturday, Sunday, and Monday through Friday 5PM to 8AM local time, excluding holidays.

Same Business Day Service - With respect to (i) each Service Request in support of Critical Sites (as defined in this SOW) assigned to NCR by the end of the Service Hours in a Business Day, and (ii) each NCR Service Request opened in “NCR@ your service” by Dell Service Desk personnel or other Dell personnel supporting the Critical Sites prior to 1:00PM (13:00) local time in a Business Day, the service is for the NCR Technician to be on-site at the applicable Critical Site by the end of the Service Hours within the Same Business Day (“Same Day Service”). For Service Requests received after 3:00PM (15:00) local time, every reasonable attempt will be made by the NCR Technician to be on-site at the applicable Customer Site by the end of the Service Hours within the Same Business Day. “Business Day” means Monday through Friday, Customer local time, excluding holidays.

Seat – means, for the purposes of this SOW, a single Dell customer desktop or laptop device including software which is in the scope of this SOW that is installed on that device.

Service Desk – means the Dell Service Desk that will provide remote support to the NCR engineers when they are performing the Services.

Smart Hands – An NCR engineer that provides break-fix functions for the Dell Customer following the instruction of the Dell Network Operations Centre (“NOC”).

SLA – Service Level Agreement

System (End-user) - An end-user computer system includes the CPU, monitor, keyboard, mouse, speakers, and up to three (3) locally attached external peripherals.

Support Request – An individual issue, case, or event reported by a Customer end-user or representative that is logged by the Dell Service Desk.

Time on Task (ToT) – Average Onsite time to complete a given task (does not include Travel time).

T&M – Time and Materials

2. Adoption Agreements

As soon as reasonably practicable after the Effective Date, Dell and NCR shall cause their applicable Local Affiliates in each of the countries listed in Appendix H to execute local adoption agreements (“Local Agreements”) in substantially the form set forth in Appendix I, with such amendments as are required under local law. If either party requests the other in writing to execute a Local Agreement with a country listed on Appendix B but not on Appendix H, then the parties shall cause their applicable Local Affiliates in such country to execute a local agreement in accordance with the provisions of this section.

In the event that Dell wants Services to be provided to a country not then-currently listed on Appendix B or Appendix H, Dell shall notify NCR at least fifteen (15) days in advance of the date on which Dell wishes Services to be provided in such country, which notice shall include the following: the applicable country, the requested start date, the number and location of Authorized Users in the country, and any other details reasonably requested by NCR. The matter shall then be referred to the Change Control Procedure, and any applicable changes to Appendix H or Appendix B shall be subject to agreement of the Parties pursuant to the Change Control Procedure. As a new country is added to scope as agreed in writing by the parties, the parties shall cause their applicable Local Affiliates in such country to execute a Local Agreement in accordance with the provisions of this section.

The Local Agreements shall incorporate the terms of this SOW, and each Party shall be obligated to cause its respective Local Affiliates to be aware of and abide by the terms thereof. In the event a dispute shall arise under any Local Agreement, it shall be resolved by the Parties pursuant to and as provided in the terms and conditions of the Master Relationship Agreement between these Parties, effective as of May 6, 2013.

3. Scope of Services

NCR will provide the Services described in this SOW for Dell Customers and at the locations listed in Appendix B of this SOW.

The following Services will be provided under this SOW:

· Hardware installation, move, add, and change activities

· Smart Hands support*.

* Software Break/Fix/Smart Hands is also known as Desk Side Support (DSS)

Services will be provided for the following product Types:

· Desktop Type Equipment: PC’s, Laptops, displays and basic desktop printers

Services will be provided during the following times:

Service

Hours of Coverage (PPM)

PC, Laptop and Printer Smart Hands (Hardware

& Software)

08:00 to 17:00, Monday through Friday, Customer local time, excluding holidays

IMAC’s (Install/Move/Add/Change)


· Dell will request Services through NCR@YS on an individual, single-event basis. Dell will be able to request up to nine (9) similar events at one time in the same location before being prompted for a separate project initiation and statement of work. Coordination of multiple events as a project such as a departmental upgrade, installation, move, or training initiative will be addressed through separate and specifically developed statements of work.

· For avoidance of doubt, NCR will not be developing any software or non-software materials (manuals, training materials and other materials containing NCR’s technical or operational procedures) under this SOW.

· To the extent NCR is delayed in or prevented from performing any Services by any event(s), omission(s), or other circumstance(s) outside of NCR’s reasonable control, NCR shall:

· within a reasonable time after obtaining knowledge of such event or omission or other circumstance, notify Dell of such non-performance; and

· identify and pursue commercially reasonable means to mitigate the impact of such non-performance.

4. Term

The initial term of this SOW shall commence on the Effective Date and continue for a period of five (5) years (the “Initial Term”). This SOW shall automatically renew after the Initial Term for up to two (2) additional successive periods of one year each (“First Renewal” and “Second Renewal”, respectively), unless either Dell or NCR gives the other written notice of non-renewal thereof (a “Non-Renewal Notice”). Any such Non-Renewal Notice must be received no later than one hundred and twenty (120) days prior to the expiration of the Initial Term (in the case of the First Renewal), or the expiration of the First Renewal (in the case of the Second Renewal). In connection with Services to be performed during the First Renewal or the Second Renewal, NCR may request a pricing review and / or propose pricing adjustments for any or all Services hereunder, provided that such request must be received no later than one hundred and fifty (150) days prior to the expiration of the Initial Term or the First Renewal, as applicable. If NCR and Dell are unable to agree to adjusted pricing prior to the start of the First Renewal or Second Renewal, as applicable, at Dell’s election delivered to NCR in writing, NCR shall continue performing the Services for an additional time up to six (6) months, pursuant to the then current terms but with a five percent (5%) increase in the prices in effect at the date NCR requests a price adjustment.

5. Dell Customers and Sites

Dell Customers and the sites where the Services will be provided will be added to or removed from the scope of this SOW by Change Request with due observance of the procedures and timescales described herein.

The minimum period for On-boarding a new Dell Customer will be ninety (90) days.

The minimum period for On-boarding a new site for an existing Dell Customer will be forty-five (45) days.

The minimum period for On-boarding a new device at an existing site for an existing Dell Customer will be forty-five (45) days.

5.1. NCR Responsibilities

1. NCR reserves the right to determine whether or not it will deliver service at each site proposed by Dell.

2. NCR will determine the period needed to On-board each new Dell Customer site and communicate that period and the related Go-live date to Dell in a timely manner.

3. NCR will prepare its’ systems, personnel and partners during the On-boarding period in order to be ready to provide Services on the Go-Live date.

5.2. Dell Responsibilities

1. Dell will pay NCR a one-time fee for each new site that is added to the scope of this SOW. The fee will be set out in Appendix D of this SOW.

2. Dell will ensure that all required Dell Customer, site and device data is provided to NCR in a timely manner during the On-Boarding process. In the event that not all required data is provided in a timely manner, NCR reserves the right to extend the On-Boarding period and delay the Go-Live date.

3. Dell will indicate to NCR in writing 45 days before it is intended that equipment is to be added, or removed from service. The notice must include all information required to update the NCR systems to reflect the change, as well as the effective date of the change. If Dell does not provide the required notice, NCR will, subject to prior notification, invoice Dell at the applicable time and materials rate for any resulting additional work.

6. Services

Pricing is based on the following time on task for the Services to be provided, all timings exclude thirty (30) minutes of travel time:

Activity

Equipment

Time on Task

(“ToT”)

IMAC – Install/Move/Add/Change

Desktop Equipment

60 minutes

Desk Side Support & Smart Hands*

Desktop Equipment

60 minutes

Travel Time

Desktop Equipment

30 minutes

*Smart Hands is DSS, Desk-side Software Support

DSS support is limited to COTS applications as identified in Appendix C of this document.

NCR and Dell agree to review the volume of cancellations on a quarterly basis to ensure a process is in place to minimize the requirement for cancellations and to implement any mutual agreed upon corrective actions.

NCR and Dell agree to meet and review the time on task (ToT) assumptions on a quarterly basis. Should the average ToT vary by more than (15) minutes, the parties agree to review and potentially adjust the pricing to account for any increase or decrease in the cost of providing the Services

NCR and Dell agree to meet and review call volume ratio to seat assumptions on a quarterly basis. If the initial customer provided data is inaccurate, then both parties reserve the right to engage in mutual negotiations and possible re-price.

For any as yet undefined site NCR will advise Dell if the site will require more than thirty (30) minutes of travel time, and advise Dell of the additional costs associated with travelling to that site, in order to seek Dell’s approval for the additional travel costs.

All communications between NCR and Dell will be conducted in English, where necessary the NCR engineer may communicate with the Customer in the local language when onsite.

Two NCR engineers will be required for equipment weighing over 50lbs per NCR's Health and Safety Standards. The second NCR engineer will be charged at the same call rates and times as the first.

Time and Material charges associated with services outside of PPM but as a continuation of a current NCR engineer on-site activity will be agreed to by both parties before additional service begins and Dell will be billed in additional hourly increments at the agreed T&M rate. Any Out of Scope (OOS) activities identified prior to or during delivery of Service will require written authorization from Dell prior to the commencement of the activity

If Dell or the Dell Customer require security clearances, Health and Safety training, additional training or inductions, additional tools or Personal Protective Equipment (“PPE”) this will result in additional fees.

Fees for service management or implementation co-ordination are not included in the hourly rate fees in the pricing table and will be charged for separately.

The minimum chargeable time for any service in this SOW is one and one-half (1.5) hours.

6.1. NCR Responsibilities

1. NCR will notify Dell of call completion via NCR@ your service.

2. NCR is not responsible for any call closure to the Dell Customer’s internal Service Desk

3. NCR is not responsible for any asset inventory system update or management

4. Services provided under this SOW do not require NCR engineers to have security clearance; requests for such Services must be approved by NCR prior to dispatch and the cost of providing those clearances will be charged to Dell.

5. NCR is not responsible for any hardware failures related to the installation, move, add, change, or DSS services provided under this SOW, except to the extent caused by NCR

6.2. Dell Responsibilities

1. Dell will initiate a Services request to NCR via NCR@ your service.

2. Dell will ensure the Dell Customer is aware that the Dell Customer is responsible for performing data back-ups, and disk wipes prior to provision of Services.

3. Dell will be responsible for providing help desk capabilities to the Customer, and will diagnose the issue prior to the call being raised with NCR.

4. Dell will be responsible for communicating status updates to the Customer.

5. Dell will advise NCR if the Dell Customer is unavailable during the SLA window at the time the call is raised with NCR, the SLA clock will stop for the period of time that the Dell Customer is unavailable.

6. Dell will provide NCR with all relevant scripts and instructions to perform the Services prior to NCR commencing the Services and confirm that there are no requirements for the engineers to carry software applications, discs etc., laptops or other tools to load software or change configurations

6.3. Installation Services

Installation services include the installation of a new hardware device and peripheral products at Dell Customer designated locations listed in Appendix B. The following installation types are available:

· PC/Laptop Installation

· Network Printer Installation

Parameters

Requirements

Solution Summary

· Installations of new Dell PC/Laptop Hardware

· Installation of Dell/Tier 1 MVS Printer Hardware

PPM


Installation Timing

Average Time on task – 60 minutes

· SLA – 3 business Days’ Notice

NCR will have physical access to secure IT areas at all applicable Customer locations as may be necessary to provide the Services.

Customer will provide a hand cart for moving Systems between the pick-up location and the installation location.

Customer will provide access to elevators for moves between floors.

Any OOS identified prior to or during delivery of the Services will require authorization from Dell prior to the commencement of the activity. As such, any Time & Materials (T&M) dispatch by Dell to NCR is authorization to proceed with the requested Services. NCR will not proceed with any OOS /T&M service until such time as written authorization or a T&M dispatch is received from Dell.

6.3.1. NCR Responsibilities

1. NCR technician will schedule service with Customer’s end-user or designated point of contact

2. NCR will verify Customer’s receipt of and condition of all boxes and components; notify Customer Contact of any damaged or missing items

3. NCR will move new desktop/notebook/workstation from a central location to the end-user location (i.e. cubical/desk) in the same building at the Customer location where the installation will be performed

4. Installation activities exclude asset disposal and any related asset disposal costs

6.3.2. Dell Responsibilities

1. Dell is responsible to maintain a master schedule of all project installation requirements, subject to change

2. Dell will provide to NCR the master schedule, if known, during the new client on boarding process and ongoing communicate to the NCR Program Manager any changes to the schedule.

3. Dell is responsible to verify the following is available prior to dispatching the service request to NCR:

a) Access to the site

b) Pick-up location of the new System (at the Customer site)

c) Designated work space where the new System will be installed

d) Adequate electrical power to the designated work space

e) Drop-off location for the old System (within the same building at the Customer location)

f) Designated location(s) for boxes and trash

g) Installation instructions for the new System

h) Local system administration rights for the installation

i) OS, BIOS, logon IDs, network IDs, and passwords required to install the new System, backup and restore end-user data, and enter the IP address

j) IP address and related network configuration required to establish network connectivity for the new System

k) Network location for backing up end-user data and personality settings

l) Approved software and drivers for peripherals

2.

3.

4. Dell will ensure and confirm to NCR that prior to an installation dispatch, all hardware devices are at the Customer site and available for installation.

6.4. Install New Computer System Procedure

Requirements

Install New Computer System

· Unpack new System and components

· Verify that product service tag numbers (serial numbers) match shipping list(If any discrepancy is encountered, notify the Customer Contact)

Set-up and connect the keyboard, one (1) monitor, mouse, and speakers

· Connect the network cable and plug in the power cord

· Power on the new System and bring up the pre- installed operating system

· Connect to the network using Customer-supplied IP address

· Verify that the new System brings up the network login screen

· Implement documented escalation procedure for the Service Desk upon discovery of any issues that prevent a successful installation; initiate a support request, as appropriate, and provide the support request identifier to the Customer Contact

Connect New or Existing External

Peripheral

· Connect or reconnect up to three (3) locally attached external peripherals

· Install peripheral drivers supplied by the Customer

· Verify that new devices are operational

· Verify that the System is at the same operational state as when the peripheral installation began

· Implement documented escalation procedure for the Service Desk if any error occurs, initiate a support request, as appropriate, and provide the support request identifier to the Customer Contact

Wrap Up

· Move all installation packaging to a designated trash location within the immediate installation area

· Leave all work areas as found prior to arriving on- site

· Leave documentation and accessories with the new System

· Check out with the Customer Contact: confirm completion of the installation and provide the identifiers of any support requests that were initiated during the installation process

· Close the service request and provide an update to Dell via established NCR@ your service Electronic Link.

· Record and submit serial number and asset form to the Dell Program Manager

1.

2.

3.

4.

5.

6.

6.1.

6.2.

6.3.

6.5. Install New Printer System Procedure

Dell/MVS Network Printer Installation

Network Printer Install

· 1 Event Per Trip Per NCR Technician

· Unbox Printer

· Setup and Test Printer

Connect to Network with Dell Customer provided IP address, test for proper operation

1.

2.

3.

4.

5.

6.

6.6. Move, Add, Change Services

Move services include the transfer as a Covered System (including associated peripherals) from one location to another location within the same building.

Move services are not provided at remote (work-at-home) locations

NCR will have physical access to secure IT areas at all applicable Customer locations

All locations (current and destination) will be within the same building for a move.

The Customer will retain responsibility for the physical movement or shipment of equipment between locations, outside of a campus site

Customer will provide a hand cart for moving Systems between the current location and the destination location

Customer will provide access to elevators for moves between floors

MAC support hours


Move Within the Same Building

· Moves

· Limited to the movement of equipment within the same building.

· 1 Event Per Trip Per Tech

Add/Change Events

· Add and Change services include the addition of new Customer hardware, software, and a peripheral product which changes an existing Covered System installed at a Customer site.

· 1 Event Per Trip Per Tech

Threshold for daily in scope MAC’s vs. Project activity.

MAC‟s limited to nine (9) or less events. Any simultaneous request involving more than nine (9) moves/adds/changes at a single facility will be categorized as a project and must be coordinated through the PMO.

6.6.1. Move Procedure

Requirements

Preparation

NCR technician will schedule service with Customer’s end-user or designated point of contact

· Dell is responsible to verify and confirm to NCR that the following is available prior to dispatching the service request to the NCR:

· Access to the Customer site

· Current location and destination location of the System to be moved

· OS, BIOS, logon IDs, network IDs and passwords required to confirm network access and to map to appropriate network printer

· IP address and related network configuration required to establish network connectivity for the System being moved

· Network address or path to map to one (1) network printer

· Approved drivers for network printer

· Dell is responsible to verify the availability of Customer-provided physical site and power, and Customer-provided equipment to move Systems

Transfer

NCR will,

· Disconnect the System and components

· Disconnect power source and cable from network jack

· Pack the System and components to prepare for the move

· Move the System and components to the destination location if within the same building

· Reconnect the System, peripherals, and components

· Log onto the system and confirm that the System is operational, connects to the network, and that peripheral devices function

· Map the System to one network printer and set as the default printer, if required

Wrap Up

NCR will,

· Leave all work areas as found prior to arriving on- site

· Check out with the Customer Contact: confirm completion of the move and provide the identifiers of any support requests that were initiated during the move process

· Close the service request and provide an update to Dell via established Electronic Link or Swivel Seat if Electronic Link is not established

6.7. Desk-side Software Support (DSS)

Desk-side Software Support Services, also known as Smart Hands and provided under this SOW include:

Requirements and Assumptions

Software platform support requirements

· COTS Software Only as defined in the SOW

· Custom or client proprietary software may be supported based upon client provided scripts and training

oSupport for client’s proprietary software support will be reviewed on a case-by- case basis

DSS

· 1 Event Per Trip Per Tech Tasks may include:

· Resolve device driver conflicts oRun virus scan and clean utility oSet up end-user directories

· Configure printers and print settings

· Configure and test e-mail settings

· Provide general end-user “how-to” support provided under the direction of the designated Service Desk

· Resolve software configuration issues

· Re-load a standard image from CD or network

· Configure remote access services

· Provide general end-user “how-to” support provided under the direction of the designated Service Desk

· Resolve connectivity or network configuration issues

oProvide general end-user “how-to” support provided under the direction of the designated Service Desk

NCR will dispatch a customer service representative to the Customer site to:

· Assist in implementing software corrective actions, to the extent allowed by the software vendor, in those cases where the end-user has been unsuccessful under the direction of the Customer’s internal Service Desk. The customer service representative will be dispatched to assist the Customer’s Service Desk with problem resolution.

· Perform software diagnostics, to the extent allowed by the software vendor, on behalf of the end-user in those instances where the end-user has been unsuccessful under the direction of the Customer’s Service Desk.

· Reload those applications with Customer-provided software as required to resolve the support request.

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MasterCard Subcontract SOW – EXECUTION COPY

6.8. DSS Procedure

DSS services include the following:

Requirements and Assumptions

Preparation

· NCR technician will schedule service with Customer’s end-user or designated point of contact

· Dell is responsible to verify and confirm to NCR the following is available prior to dispatching the service request to the NCR:

· Approvals for access to the Customer site

· Work space location of the System and end- user needing support

· OS, BIOS, logon IDs, network IDs, and passwords required to provide support

· Software, utilities, or image required for install, scan, or re-load.

Support

· NCR will provide direct support as appropriate for the type of service request

· If the request involves troubleshooting and resolving a technical issue, consult with the end-user and explore the system, as appropriate, for diagnostics

· If the request involves general support, work with the end-user up to the time allotted for the event

· Confirm that the System is operational and connects to the network and validate that new hardware is recognized and functional or that new software is installed properly

· If the System continues to exhibit failures or the configuration, installation, or re-load does not complete as expected, contact the designated Service Desk and initiate a support request, as appropriate, and provide the support request identifier to the Customer Contact

Wrap - up

NCR will,

· Leave all work areas as found prior to arriving on- site.

· Check out with the Customer Contact, confirm completion of the desk-side support event, and provide the identifiers of any support requests that were initiated during the support process

· Close the service request and provide an update to Dell via established Electronic Link or Swivel Seat if Electronic Link is not established

6.9. Select Disk Activity “Disk Wipe”

NCR will provide limited Disk Wipe services utilizing Customer provided tools (a unit or fixture to run the disk wipe application) and software to wipe or remove data from the customer individual hard drives.

Drives subject to data wiping will be placed in quarantine in a pre-determined secure on-site location by the NCR CE. Each drive will stay in quarantine for a minimum of 10 business days, as tracked by the customer.

The Customer is responsible for: (i) determining when each individual drive will be erased, (ii) placing a service call to Dell/NCR requesting the “Disk Wipe” service, (iii) providing the specific hard drives to NCR to be erased along with a test unit or fixture compatible with the hard drive and, (iv) all disposal activities, validation and certifications.

So long as NCR performs these Disk Wipe services in a good and workmanlike manner, using skilled and qualified staff in accordance with industry standards and proceeds strictly in compliance with the instructions of the Customer or Dell, NCR will have no liability arising out of performing Disk Wipe Services on Customer identified drives.

6.10. Smart Hands Support

NCR will provide Smart Hands Support services to Dell for Dell Customers in the countries in scope.

7. Performance and Service levels

Metric

Performance Goal

Description

Install/De-Install –

Time to Complete

3 Business Days

From receipt of request, verification that all components are onsite and request received by Customer's local time of 3:00 PM

Move, Add, Change –

Time to Complete

3 Business Days


Software Desk-side Support –

Time to Complete

Next Business Day

Assumes service request is received by Customer’s local time of 3:00 pm

VIP Desk-Side Support

Same Business Day


In the event that NCR fails to meet any of the Service Levels for reasons other than those for which NCR is excused from liability under this SOW, NCR will promptly (a) investigate and report on the causes of the problem; (b) use all commercially reasonable efforts to correct the problem and begin meeting the Service Levels; and (c) take commercially reasonable measures to prevent the problem from recurring.

7.1. SLA Call Breakdown

3 Business Days (IMAC) - ~70% of total expected call volume

DSS/Smart Hands - ~30% of total expected call volume

Next Business Day – 98% of Smart Hands expected call volume

Same Business Day – 2% of Smart Hands expected call volume

Up to two percent (2%) of all calls are generated from designated Critical Sites

7.2. SLA

All devices included in the scope of Services will have one of the following Service Levels (“SLA”):

(i) NBD response, PPM 08:00 to 17:00, Monday through Friday, Customer local time, excluding holidays

(ii) Same Business Day 4 hour response, PPM 08:00 to 17:00, Monday through Friday, Customer local time, excluding holidays

(iii) Any change to the SLA must be mutually agreed through the Change Control Process.

Any site not referred to in Appendix D, Table D-2 requiring 4 hour response must be mutually agreed between NCR and Dell prior to NCR agreeing to provide service and will be addressed via the change control process.

7.3. SLA Assumptions

The SLA provision is subject to the following assumptions:

The SLA will commence when the call is received in the NCR@YS system;

All waiting time will be excluded from the SLA calculation, including time spent waiting for site access or for the end user;

Not all SLA may be available at every site in every country. NCR must confirm the SLA for each site prior to commencement of the Services;

Any delay caused by lack of parts or incorrect parts will be excluded from the SLA;

If the actual SLA Call Breakdown % in Section 7.1 is different than stated

8. Pricing

Services pricing is presented in Appendix D of this SOW. Services pricing assumes the following:

1. All pricing is based on the assumption that NCR or its approved subcontractors will provide the Services in this SOW;

2. All pricing is based on NCR providing the Services to the Dell Customers and at the sites set out in Appendix B of this SOW;

3. If the calls received do not reflect the SLA Call Breakdown % in Section 7.1 or the call information on which the pricing is based is found to be inaccurate, NCR will advise Dell of the pricing impact, and will be entitled to amend the prices to reflect the actual calls received;

4. All prices are in US dollars and excludes all VAT's, duties and taxes. All duties, taxes and VAT will be passed through to Dell.

5. All calls placed on NCR@YS will be chargeable;

6. Base Pricing provided in table assumes NBD response SLA;

7. The Base Pricing provided is for services covering normal business hours meaning 08:00 to 17:00 local time;

8. Pricing does not include any security screening, induction etc. if needed, for site access;

9. Labour rates for additional time on site to be billed in 15 minute increments;

10. OOH uplift - Weekday - Mon - Fri 18:00 to 08:00 = 50%;

11. OOH uplift - W/E & Holidays - Fri 24:00 to Mon 08:00 = 100%;

12. IMAC and DSS pricing includes 30 minute for travel and 1 hour on site in the price;

13. Disk Wipe pricing includes 30 minutes for travel and 2.5 hours on site in the price;

14. T&M rates are per hour with a minimum charge of 2 hours for any dispatch requested under T&M;

15. The Site on-board fee is a one-time fee required to add the Site into all relevant NCR systems;

16. Site Availability Fee is a yearly fee per site required to provide the SLA availability at the required site;

17. Additional time required in excess of the service times detailed above that is not of the cause or control of NCR will be charged at the appropriate country T&M rate in 0.25 hour blocks.

18. All Services are Labor Only - Dell/customer/OEM will provide all parts & logistics on site.

19. Additional requests for dispatch on the same incident, due to items outside of NCR's control will be billed and additional Dispatch/incident fee.

20. Annual CPI increase of two and twenty-five one-hundredths percent (2.25%) will be implemented each year (to be determined as part of contract terms).

21. TUPE/ARD provision and any associated TUPE/ARD costs are excluded. Employee transfers are excluded from this pricing and must be quoted separately. Prior to any request by Dell to establish an NCR on-site presence at a customer location the parties agree to amend the Local Country Agreement as necessary with appropriate provisions to cover TUPE/ARD transfers.

22. Pricing is based on an existing NCR@YourService being used to place all calls. No changes to NCR@YourService are included in the pricing. Any changes that may be required may incur additional cost and will be quoted for accordingly once the scope of changes are defined and understood.

23. All pricing assumes any configuration requirements will be performed across the network and there is no requirement for the engineers to carry software applications, discs etc., laptops or other tools to load software or change configurations.

24. Pricing assumes major metropolitan areas and travel to be up to 30 minutes on average. Locations outside such areas may incur additional travel.

25. Pricing assumes that Dell will be responsible for providing remote technical support to the NCR CE while onsite when needed.

26. Wiring/Cabling is not included as part of labor only service.

27. Non Union labor quoted. Union labor uplifts may apply.

28. All SLA's are represented as response times.

29. Transition pricing is based on NCR completing activities required for NCR to accept service requests for all locations from Dell by May 12, 2016. NCR’s unexcused failure to complete these activities by May 12, 2016 may be a material breach of NCR’s obligations under the Agreement.Comment by Fleiner, Bret: Pending Dell acceptance

9. Billing & Invoicing

Dell will pay NCR for the Services described in Appendix B requested by Dell. NCR invoices will be in English and the currency will be United States Dollars except to the extent prohibited by local law. For any country for which the Parties have not entered into a Local Agreement, associated Services shall be invoiced in the United States on a consolidated monthly invoice, and a surcharge of 6% shall be applied to the non-US Services included in such consolidated invoice. For the avoidance of doubt, there will be no surcharge added to fees for Services invoiced through Local Agreements.

Transition/Service Assumption fee

The Transition service/Service Assumption fee is a one off payment invoiced in advance of services being provided for the activities associated with discovery, due-diligence, gap analysis, solution design, implementation or other activities necessary to help ensure service availability.

Site on-boarding fee

The site on-boarding fee is a one off payment invoiced in advance of services being provided to enable NCR to set up the Site, Service Requirements and engagement mechanisms to allow Dell to engage the services to the required SLA’s. The site on-boarding fee is applicable only to sites not listed in Appendix B.

Site Availability Fee

Site Availability Fee is a yearly fee per site required to provide the SLA availability at the required site and is invoiced in advance.

Where Dell does not require services to be delivered to a site previously on-boarded, Dell will inform NCR via the change control process giving 30 days’ notice. For direct countries NCR will provide a credit to be used against the next quarterly payment for the remaining months of the site availability fee where service has already been invoiced.

Service Management (SMO) Fees

SMO fee will cover the provision the following service:

1. Centrally based assigned Single Point of Contact ASM function

1. Escalation Management via GCM in first instance and ASM second

1. Provision of standard monthly reports from NCR@YS

1. Will have monthly 30 min call with Dell counterpart to discuss ongoing calls status, Service delivery issues and to work together on improving service quality and efficiency based on issues noticed (corrective actions if applicable).

1. Will control and review SLA per Country and Type of Service/Call in order to take corrective actions if needed and to initiate corrective action to align with SOW

1. Excludes travel and subsistence to attend Dell or Customer meetings

1. On-boarding of service for dispatch requirements specific to Dell Customers as outlined in this SOW

1. Dispatch Management via central GCM (Global Call centre) – receives tickets from NCR@YS and dispatches engineers with scripting for Dell Customer requirements and to agreed SLA

1. Visibility of call status via NCR@YS portal

1. Escalation Management via GCM

1. Standard Monthly reporting available from NCR@YS at any time and monthly report emailed to Dell

1. Billing & Invoicing monthly management, reconciliation and escalation management via central point of contact.

Scheduled IMAC and DSS visit Fees (Per Dispatch Fees)

NCR Services shall within 10 business days after end of every month submit to Dell a billing report containing all service calls performed and closed by NCR during the month of billing. Upon receipt of the billing report from NCR Services Dell shall have 10 business days for billing verification and 5 business days to settle any billing discrepancies. NCR will be entitled to invoice monthly in arrears for all completed services provided as per Appendix D. All invoices will be submitted to the appropriate Dell Billing Entity in USD and paid by Dell in accordance with the terms of the Agreement.

All pricing excludes VAT and other taxes.

All invoicing will be processed on a monthly basis including taxes, foreign or otherwise including duties, VAT, Sales Tax etc.; prices provided in this SOW exclude taxes

10. Out-of-Box Failures

In the event an Out-of-Box failure is encountered with Dell-branded systems within the scope of this SOW, NCR shall implement documented process to support the ordering of replacement hardware where required on first visit. If the unit can be restored via telephone assistance from the designated Service Desk the Covered Systems will be restored and the installation will be completed. If the Out-of-Box Failure requires a part to restore the Covered System, the designated Service Desk will initiate a Dell DPS service call to be dispatched to NCR for an on-site service call with Dell-provided parts to arrive on the next business day.

11. Out of Scope (OOS)

The following OOS services are not covered by this SOW and may be performed on a time and materials basis unless otherwise agreed in writing by NCR and Dell. T&M Rates can be found in Appendix D.

· Request for Services outside the hours of coverage

· Request for installation, move, add, change, or DSS services outside the scope of work as defined in this SOW

Dell will be responsible for all time and materials charges for approved OOS services. As such, Dell will provide a T&M dispatch to NCR to perform such OOS / T&M services.

IMAC and DSS services exclude obtaining the following on behalf of Dell or the Customer Contact:

· Approvals for access to the Customer site

· Current location and destination location of the System to be moved

· OS, BIOS, logon IDs, network IDs and passwords required to confirm network access and to map the System to new network printer

· IP address and related network configuration required to establish network connectivity for the System to be moved

· Network address or path to map the System to one network printer at destination location

· Performing site survey to verify that the destination location is prepared to receive the System to be moved, including appropriate wiring, electrical power, and cabling

12. Reporting

NCR will not provide custom reports for Dell/ Dell Customer service events. NCR will include service events associated with this SOW in the standard reports provided to Dell as mutually agreed upon by Dell and NCR.

13. Change Control Procedures

When Dell or NCR determines that a change is necessary to: add, remove or modify the services to be provided to Dell Customers or refine a process, procedure, or specific responsibility identified in this SOW, the party proposing the change will document the request using the Change Order form provided in Appendix A.

Any work or responsibility not specified in this SOW will be determined to be Out-of-Scope, and may be addressed using the Change Order form. Out-of-Scope efforts include, but are not limited to, the following:

· External events (software change or Customer request)

· Services to be provided for additional features or as a result of new assumptions

· Services to be provided for additional requirements of Dell

· Value-added changes (e.g., reduced costs due to improvements in technology)

· Modifications that extend the Services beyond the original term defined in the SOW

All proposed Change Orders will be reviewed by NCR and Dell. The party requesting the proposed change will submit a Change Order to the other party. The receiving party will review the proposed Change Order and determine whether the change request is acceptable or requires modifications. Both parties will review the proposed Change Order, and will (i) approve it, (ii) agree to further investigation, or reject it. In the event Dell submits a Change Order that requires further investigation by NCR, NCR will specify any charges for such investigation. If the investigation is authorized by Dell, NCR will report the results of such investigation to Dell within a mutually agreed timeframe. The investigation will determine the effect that implementation of the change will have on price, Services, and other deliverables provided by the SOW. If the parties agree to the change, they will sign the Change Order, which will constitute authorization to implement the change. NCR will invoice Dell for any charges for the investigation, such charges to be payable in accordance with the Agreement.

All expenses will be managed and billed in accordance with the Agreement. NCR shall be responsible for all costs incurred in connection with the performance of Services to Dell, including but not limited to all telecommunication, postage, clerical and administrative support, unless otherwise described herein. Dell will not be obligated to pay NCR for any work performed that is not within the scope of this SOW unless such work is authorized in a Change Order signed by Dell as described in Section 6.

IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the Effective Date first set forth above.

Agreed and Accepted: Agreed and Accepted:

Dell USA, L.P.

NCR Corporation

By:

By:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

Appendix A: Change Request

GENERAL INFORMATION

CO Number:

Revision Number:

Create Date:

Revision Date:

CO Title:

SOW/Contract Title

Customer Representative:

Name:

Email:

Phone:

Change Initiator:(prepared by)

Name:

Email:

Phone:

SCOPE OF CHANGE

Reason for Change:

(Include description of existing state)

Description of Desired Change:

(Detailed description of the Change, including the document sections, and attach an electronically updated version)

Effect of Change:

(Include description of impact if implemented and if NOT implemented)

In the fields below, identify impact to Budget, Schedule, Quality, Quantity, Resources, and Cost; insert N/A if not applicable.

Budget:

Schedule:

Quality:

Quantity:

Resources:

Cost:

Cost to be paid by:

SIGNATURE

Signatures below signify acceptance of the Change detailed above.

For Dell Marketing L.P.

For [ ]

Signature

Signature:

Printed Name:

Printed Name

Title:

Title:

Date:

Date:

Appendix B: Customer Site List

80 supported locations with Dell requested SLA cover:

Appendix C: Supported Software

Supported Software will consist of the following commercial off the shelf software (COTS):

Standard off the shelf Microsoft Applications

Microsoft Operating Systems

Windows 10

Windows 8.1

Windows 7

Windows Vista

Windows Server

Microsoft Office Suite

Microsoft Word

Microsoft PowerPoint

Microsoft Excel

Microsoft Outlook

Microsoft Visio

Microsoft Access

Microsoft Internet Explorer

Appendix D: Pricing

NCR will invoice Dell on a monthly basis for the actual Call Events plus any Time and Material OOS Hourly Rate Charges (T&M charges are subject to prior written approval by Dell of OOS support) at the close of each Dell fiscal month for the prior month activity. The first monthly invoice will include the Onetime Transition/Startup fee, SMO Fee and site availability fee.

Table D-1: Per Incident Pricing

Table D-2: Critical Site Uplift:

Table D-3: Additional Fees:

Table D-4: T&M % Reschedule Fees:

Dell - Restricted - Confidential

Dell - Restricted - Confidential25



Dell - Restricted - Confidential Dell - Restricted - Confidential Dell - Restricted - Confidential









Appendix E: Service Levels

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Hours of Operation

SLA Effective Date

Field Services

Deskside Support

SLA

95% within the Next Business Day

Measures the percentage of Deskside Support Service Requests for sites completed within the required timeframes during the Measurement Period

Service Level Achievement = (A/B) * 100%

A = Number of Deskside Support Service Requests completed within the required timeframes

B = Total number of Deskside support Service Requests received during the Measurement Period

The Dell stated "required timeframe" is 1 hour per request. Measured requests will be mitigated (request excluded) for all request that exceed 1 hour completion due to no fault of NCR.

Service Request Management System


120 days after the Service Assumption Date

End User Device IMAC-D (Install, Move, Add, Change, or Disposal)

SLA

95% of requests completed within 3 days

Measures the percentage of Installs/Moves/Adds/Changes/Disposals (IMAC-Ds) Service Requests completed within the required timeframes during the Measurement Period

The “D" in IMAC-D refers to the Disk Wipe activities in Section 6.9 Select Disk Activity only.

Service Level Achievement = (A/B) * 100%

A = Number of IMAC-D Service Requests completed within the required timeframes

B = Total number of IMAC-D Service Requests received during the Measurement Period

IMAC Projects:. * SLA time measurement will begin the next business day following the availability of ALL associated Hardware and Software for the Service Request

The Dell stated "required timeframe" is 1 hour per request. Measured requests will be mitigated (request excluded) for all request that exceed 1 hour completion due to no fault of NCR.




Appendix E: Service Levels (Continued)

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Hours of Operation

SLA Effective Date

Customer Satisfaction

MasterCard Operation Managers customer satisfaction

SLA

95% of responses are 1) Highly Satisfied, 2) Satisfied, or 3) Neutral out of 1) Highly Satisfied, 2) Satisfied, 3) Neutral, 4) Dissatisfied, 5) Highly Dissatisfied

Measures Dell's performance through a jointly created annual survey to 'MasterCard Operational Managers' (Measured on a satisfaction scale). Expected survey set of 15 - 20 individuals.

Service Level Achievement = (A/B)

A = Sum of all questions answered from Operational Managers

B = Number of answers that received either 1) Highly Satisfied, 2) Satisfied, or 3) Neutral

Minimum acceptable returned surveys: 70% of surveys returned

NCR is measured solely on services and activities performed exclusively by NCR.


N/A


End User customer satisfaction

SLA

95% of responses are 1) Highly Satisfied, 2) Satisfied, or 3) Neutral out of 1) Highly Satisfied, 2) Satisfied, 3) Neutral, 4) Dissatisfied, 5) Highly Dissatisfied

Measures Dell's performance through a survey sent from 100% of resolved Service Requests to an 'Authorized Users' (Measured on a satisfaction scale).

Service Level Achievement = (A/B)

A = Sum of all questions answered from Authorized Users

B = Number of answers that received either 1) Highly Satisfied, 2) Satisfied, or 3) Neutral

Minimum acceptable sample: 15% of surveys distributed

NCR is measured solely on services and activities performed exclusively by NCR.


N/A


Appendix F Flow-Downs

1. SERVICE LEVEL METHODOLOGY

a. Introduction

This Appendix documents the agreed-upon method by which NCR will measure and Dell will evaluate and manage delivery of the Base Services in accordance with the standards of performance set forth in this Appendix.

b. Definitions

As used in this Appendix, the following terms have the meanings set forth below. Capitalized terms not defined in this Appendix have the meanings given them in the Agreement, other Appendix’s to the Agreement, or as commonly understood in the information technology industry, in that order of priority. References to section numbers, Appendix’s, and Attachments are to sections and attachments of this Appendix unless otherwise specified. References to Appendix’s and Attachments shall mean those Appendix’s and Attachments as duly amended from time to time. Unless otherwise specified, references to Sections are to Sections of this Appendix.

c. Service Levels and SLOs

(i) Service Level Compliance. Beginning on each SLA Effective Date, NCR will use best efforts to meet or exceed the applicable level of performance for the applicable Service Level as set forth in Appendix E.

(ii) Service Level Objectives (SLOs). NCR will use commercially reasonable efforts to perform the applicable Base Services at or above the applicable Service Level Objectives.

(iii) Establishing Service Levels for New Services. If the Parties agree in writing that NCR will perform new or amended Base Services, and that new Service Levels shall apply in relation to those Base Services, the Parties shall agree an appropriate amendment to Appendix E to reflect such new Service Levels, which shall set forth the applicable SLA Effective Date(s) for such new Service Levels.

(iv) Changes to Service Levels. Any addition, modification, deletion of the Service Levels (including without limitation any change to the SLOs shall be subject to agreement in writing by the Parties pursuant to the Change Control Process contained in Section 13 of the SOW.

(v) Prioritization. Dell may, from time to time, make reasonable requests as to the prioritization of certain Base Services tasks in the event of an emergency, by written notice (which may be by e-mail) to NCR's project manager. To the extent that such prioritization adversely affects NCR's ability to perform any Services and comply with this Agreement (including without limitation its ability to meet the Service Levels) NCR shall be relieved of liability for the same.

2. Termination Assistance

Upon the receipt of any notice of termination from either NCR or Dell, NCR will provide to Dell the termination assistance reasonably requested by Dell to allow the Services to continue, and to facilitate the orderly transfer of responsibility for performance of the Services to Dell or a third party, for a period of up to six months after the termination or expiration of the term of the SOW. The termination assistance to be provided may include developing, with Dell, a plan for the orderly transition of the performance of the Services to a third party. Dell agrees to compensate NCR at mutually agreed rates for termination assistance services.

3. Termination

In the event MasterCard should terminate, amend or modify, in whole or in part, the December 21, 2015 Information Technology Services Agreement between itself and Dell (“ITSA”) and/or any of the services Dell is performing thereunder, then and to that same extent this SOW shall also terminate, be amended, or be modified subject to agreement of the Parties pursuant to the Change Control Procedures. In such an event, Dell will provide NCR with as much notice of termination, amendment, or modification as is reasonably possible under the circumstances.

The above is in addition to and without prejudice to any termination rights either Dell or NCR has pursuant to the MRA; on the contrary, any and all such rights remain unaltered and in full force and effect.

4. Continuous Improvement

Subject to the Change Control Procedures, (a) NCR will use commercially reasonable efforts to evolve and supplement, modify, enhance, or replace the services over time to keep pace with technological advancements and improvements in the methods of delivering Services and changes in Dell’s business, and (b) NCR shall provide the services using current technologies and business processes that are consistent with the industry standards and practices that are designed to enable Dell to take advantage of the advances in the industry and support their efforts to maintain competitiveness in their markets.

5. Waste

NCR will (i) not commit waste or damage to MasterCard Facilities (defined as MasterCard locations that NCR may reasonably need to provide the Services) or use them for any purpose other than providing the Services (and appropriate incidental use for internal NCR administrative tasks unrelated to other Dell accounts or NCR marketing efforts), and (ii) comply with the MasterCard Policies regarding access to and use of the MasterCard Facilities made known to NCR.

6. Regulatory Access

If notified of any formal request or order by a governmental agency, regulator or exchange to examine records regarding the Services or to audit NCR’s performance of the Services, NCR will reasonably cooperate with any such examination or audit.

7. Dispute Resolution

Upon notice and request, NCR agrees to reasonably cooperate as needed in any dispute resolution proceeding(s) involving MasterCard and/or and Dell, and further agrees to keep confidential all conduct, negotiations, documents and decisions in connection with such proceeding(s) except as otherwise required by law.

8. Subcontractors

NCR shall not use any subcontractor(s) to perform the Services, or any part thereof, without the prior written approval of Dell, which approval will not be unreasonably withheld. Any additional requirements or conditions sought to be imposed by Dell shall go through the Change Control Procedures as set forth in this SOW.

9. Reporting

Dell will require NCR to provide Call specific information / reporting when SLA, Service or Customer Experience (CE) issues occur.

The full reporting package will be developed during the initial transition. Dell will determine what inputs are required from NCR during the initial transition. Supplemental Service History reports may need to be provided by NCR.

Appendix G MASTERCARD POLICIES

1. In providing the Services Dell and NCR will comply with the MasterCard Policies. Any change or update to the MasterCard Policies shall be subject to agreement of the Parties pursuant to the Change Control Procedures. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the MasterCard Policies, the provisions of this Agreement shall prevail. MasterCard’s Travel and Entertainment Policy for Suppliers, Policy Number 503, Date Issued: October 1, 2014, as provided by MasterCard to Dell prior to the Effective Date; provided, however, that (a) Dell will follow its own travel policies (and use its travel agent for booking travel) provided that any costs invoiced to MasterCard will not exceed the maximum allowable amounts for categories of travel as set forth in MasterCard’s Travel and Entertainment Policy for Suppliers, and (b) Dell will use Dell’s global vendor for employee credit/charge cards when incurring business expenses.

2. The MasterCard International Supplier Code of Conduct, Policy Number 610, Issue Date: September 2010, as provided by MasterCard to Dell prior to the Effective Date.

3. In respect of the MasterCard background check policies set forth below, Dell's sole responsibility shall be to ensure that Dell's pre-employment background checks for newly-hired Dell employees performing Services will be, at the time of original hire by Dell, consistent with such policies to the extent permitted by applicable law. Nothing herein shall require Dell to conduct any additional checks or investigations after such pre-employment checks.

3.1. Criminal Background Check. Provider agrees, except where prohibited by local or state law: (a) to subject Personnel performing work or services for MasterCard to a criminal background investigation, including at least a 7 year history of federal, state and county criminal records in all counties, states and federal district courts of Personnel's current and prior residence(s), and (b) that it will not allow any individual who it is aware has been convicted of (i) any felony conviction within the prior 7 years or (ii) a misdemeanor involving dishonesty, moral turpitude, breach of trust, or money laundering to perform any services for MasterCard hereunder.

3.2. Background Check. To ensure the accuracy of Personnel's background, Provider also agrees to perform a background check on such Personnel assigned to perform work for MasterCard hereunder. Such background check will include at least the following: (a) education verification of the highest degree completed; (b) employment verification; (c) social security number (or relevant national equivalent) verification; and (d) a multi-jurisdictional search of the relevant national criminal database; and (e) periodic screening, no less frequently than once per calendar year, of Personnel against the U.S. department of state terrorist watch list, EU terrorist watch list, OFAC Specially Designated Nationals and Foreign Sanctions Evaders Lists, US Commerce Department Denied Persons and Entity Lists, the US Department of State Debarred Persons List and similar sanction lists for a variety of applicable countries. Provider will not allow Personnel who falsely report their background, or whose names appear on any of the above-referenced lists, to perform work or services for MasterCard or to have any involvement with or access to any MasterCard resources, equipment, software, or technology.

3.3. Compliance with Applicable Laws.

3.3.1. Compliance with Immigration Laws. Provider agrees to verify the visa status of Personnel performing Services for MasterCard in the country in which they are employed, and will confirm that is has done so upon request by MasterCard. MasterCard agrees to disclose the verification status of Personnel only to those individuals with a need to know.

3.3.2. Compliance with Anti-Corruption Laws. The Parties recognize that MasterCard and any person or entity acting on its behalf must comply with international laws related to anti-bribery and corruption (including the Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable law). Provider shall comply with all applicable anti-bribery and corruption laws applicable to business dealings regarding MasterCard, including with Government Officials (as defined below) and any implementing regulations in respect of such laws. Provider has not, and shall not, in connection with the transactions contemplated by this Master Agreement or in connection with any other business transactions involving MasterCard, make, promise or offer to make any payment or transfer of anything of value or other advantage directly or indirectly through a representative, intermediary agent or otherwise: (i) to any Government Official; (ii) to any political party; or (iii) to any other person for the purpose of improperly influencing any act, omission to act or decision of such official, political party or individual or securing an improper advantage to assist the Parties in obtaining or retaining business. Provider shall not, in connection with any business activities involving MasterCard, accept anything of value from any third party seeking to influence any act or decision of Provider or in order to secure an improper advantage to that third party. “Government official” is defined as any employee or officer of a government of a country, state or region, including any federal, regional or local government or department, agency, enterprise owned or controlled by such government, any official of a political party, any official or employee of a public international organization, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for political office. Failure by Provider to comply with the terms of this Section shall constitute a material breach of this Master Agreement.

3.3.3. Compliance with Trade Sanctions and Export Control Laws and Regulations. As set forth in Section 11.4 of the Agreement, Provider shall be responsible for complying with trade sanctions, export control, and like laws of the United States and of other countries where Provider is located and where Personnel will be traveling or performing the Services. Further, subject to MasterCard’s compliance with Section 11.4 of the Agreement, Provider agrees not to engage in any activity that would cause MasterCard to violate U.S. trade sanctions, export controls or other laws to which MasterCard is subject as a U.S. company.

3.3.4. Insider Trading; Material, Non-Public Information. In order to avoid the appearance or implication of insider trading, Provider understands the nature of the relevant federal securities laws and agrees that it has processes in place designed to prevent Provider and its Personnel from purchasing or selling securities issued by MasterCard if and while aware of material, non-public information concerning MasterCard.

3.3.5. Equal Opportunity/Affirmative Action. Provider agrees, to the extent applicable, to comply with Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, and the implementing regulations for each found at 41 CFR Part 60. Provider incorporates into this Master Agreement, as applicable, the Equal Opportunity clauses found at 41 CFR § 60-1.4(a), 60-741.5(a), and 60-300.5(a), and will likewise incorporate the clauses into all applicable subcontracts if and to the extent required by 41 CFR § 60-1.4(d).

3.3.6. Notice of Employee Rights Under Federal Labor Laws. Provider incorporates into this Master Agreement, as applicable, the obligations regarding the notice of employee rights under Federal labor laws found at 29 CFR Part 471, Appendix A to Subpart A, and will likewise incorporate those obligations into all applicable subcontracts if and to the extent required by 29 CFR Part 471.

Appendix H: LOCAL AGREEMENT AND Invoicing LIST

COUNTRY

Local-to-Local Billing

Dell Entity - Name and Address

NCR Entity - Name and Address

1.

Argentina

2.

Australia

X

3.

Austria

4.

Bangladesh

5.

Brazil

X

6.

Canada

7.

Chile

8.

China

X

9.

Colombia

10.

Costa Rica

11.

Czech Republic

12.

Egypt

13.

France

14.

Germany

15.

Greece

16.

Hong Kong

17.

HUNGARY

18.

India

X

19.

Indonesia

X

20.

Ireland

X

21.

Italy

22.

Japan

23.

Kenya

24.

Korea, Republic of

25.

Malaysia

26.

Mexico

27.

Morocco

28.

New Zealand

29.

Nigeria

30.

Peru

31.

Philippines

32.

Poland

33.

Portugal

34.

Qatar

35.

Romania

36.

Russia

X

37.

Saudi Arabia

38.

South Africa

X

39.

Spain

40.

Sweden

41.

Switzerland

42.

Taiwan

43.

Thailand

44.

Turkey

45.

Ukraine

46.

United Arab Emirates

X

47.

United Kingdom

48.

United States

X

49.

Venezuela

50.

Vietnam

X –denotes Local-to-Local entity billing between the signatories to the applicable Local Country Agreement. If Dell needs to add or change a country it will follow the change Control Process.

Appendix I

Form of Local Agreement

LOCAL COUNTRY AGREEMENT

[Local Country Name]

This Local Country Agreement – [local Country name] (this “Local Country Agreement”) is entered into effective [________], 20[__] (the “Local Country Agreement Date”), by and between [________], with an office at [________] (“Local Dell”), and [________], with an office at [________] (“Local NCR”).

R E C I T A L S:

WHEREAS, Dell USA, L.P., a Texas limited partnership having a principal place of business in Round Rock, Texas (“Dell”), and NCR Corporation, a Maryland corporation (“NCR”), entered into a Master Relationship Agreement dated May 6, 2013 (the “MRA”), and a Statement of Work Supporting delivery of Managed Client Services for MasterCard dated March ____, 2016 (the “SOW”), both the MRA and the SOW each having their respective schedules, attachments and exhibits thereto, all of which is collectively hereinafter referred to as the “Agreement”); and

WHEREAS, the Agreement contemplates the provision of certain Services in or for various countries around the world, including [name of country where local entity is located]. The Agreement also contemplates that a local Dell Affiliate designated by Dell and a local NCR Affiliate designated by NCR will enter into a Local Country Agreement for the provision of such Services. The Agreement also contemplates that additional services may be added to the Agreement by execution of additional statements of work, which will then become part of the Services under the Agreement; and

WHEREAS, the purpose of this Local Country Agreement is to set forth the terms and conditions for Local NCR’s provision of the Services as described in the Agreement to certain Authorized Users in [name of local country];

NOW THEREFORE, in consideration of the promises contained in this Local Country Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Local Dell and Local NCR agree as follows:

1. GENERAL.

0. Incorporation of Agreement and Precedence of Obligations. Except to the extent superseded or modified in this Local Country Agreement, the terms and conditions of the Agreement will apply to, and are incorporated into, this Local Country Agreement as such terms and conditions apply solely to the Local Services (as defined in Section 3 of this Local Country Agreement).

0. References. All references in this Local Country Agreement to articles, sections and exhibits shall be to this Local Country Agreement, unless another reference is provided.

0. Definitions. Capitalized terms used in this Local Country Agreement, to the extent not otherwise defined in this Local Country Agreement, will have the same meanings as in the Agreement.

TERM. The term of this Local Country Agreement will commence on the Local Country Agreement Date, and will continue thereafter until the expiration or termination of the Agreement.

LOCAL SERVICES. During the term of this Local Country Agreement, Local NCR will provide the Services described in the Agreement as being provided from [name of country where local entity is located] to the [name of local entity] (“Local Services”). Local NCR will provide Local Services in the manner and in accordance with the terms set forth in the Agreement. Local NCR also will timely perform or cause to be performed the obligations of NCR specified in the Agreement with respect to Local Services.

LOCAL DELL OBLIGATIONS. Local Dell will timely perform or cause to be performed the obligations of Dell specified in the Agreement with respect to the Local Services provided by Local NCR under this Local Country Agreement.

LOCAL FEES.

Local NCR Fee. The Charges for the Local Services to be provided by Local NCR under this Local Country Agreement are set forth in the Agreement.

Taxes. Unless otherwise specified in this Local Country Agreement, the responsibilities of each Party for taxes arising under or in connection with this Local Country Agreement will be as set forth in Section 8 of the SOW. Without limiting the rights and obligations in Section 8 of the SOW, Local Dell shall have the rights and responsibilities of Dell and Local NCR of NCR as appropriate under such Section 8 of the SOW in applying this Local Country Agreement.

Invoicing and Payment Terms. Unless otherwise specified in this Local Country Agreement, the responsibilities of each Party for invoicing and payment for Local Services provided under this Local Country Agreement will be as set forth in the Agreement.

SERVICE LEVELS. Service Levels will not be measured separately under this Local Country Agreement.

Additional Provisions. [Include here any other provisions required by applicable Laws, including changes to any of the terms of the Agreement (noting that the change applies with respect to the Local Country Agreement notwithstanding the priority set forth in the Agreement and Section 1.1 above) and any additional obligations of either Party]

Disputes and Jurisdiction. For avoidance of doubt, any dispute arising under this Local Country Agreement will be resolved in accordance with the provisions of the Agreement.

Governing Law. Except as otherwise provided in this Local Country Agreement, this Local Country Agreement and performance under it will be governed by and construed in accordance with the applicable Laws of the New York, USA, without giving effect to the principles thereof relating to conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Notwithstanding the foregoing, if any provision of this Local Country Agreement is expressly required by the mandatory Laws of [name of country] to be subject to specific Laws of [name of country] and the applicability of such mandatory Laws is not subject to contractual waiver or limitation, the construction, interpretation and performance of such provision will be governed by the internal mandatory Laws of [name of country] (without reference to choice or conflict of laws). The election of the Laws of the State of New York for this purpose will not operate or be construed to result in the extraterritorial application of any Laws of the State of New York or the United States of America unrelated to the interpretation of contracts.

Notice. Each Party shall comply with the notice provisions of the Agreement for all notices to the other Party that are related to this Local Country Agreement.

Counterparts. This Local Country Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the parties hereto.

Severability. In the event that any provision of this Local Country Agreement conflicts with the Law under which this Local Country Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties hereto, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law. The remaining provisions of this Local Country Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision will be valid and enforceable to the full extent permitted by Law.

Language. The Parties have requested that this Local Country Agreement and all documents contemplated thereby or relating thereto be drawn up in the English language. This document will be translated into an official language of [name of country] if required by Law, but in the event of inconsistencies or conflicts the English version will prevail. The Parties will equally share the cost of any such translation.

Entire Agreement. Together with the Agreement, as it may be amended, this Local Country Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein and therein. This Local Country Agreement supersedes all prior agreements, representations, warranties, promises, covenants, commitments or undertakings, whether written or oral, with respect to the subject matter contained in this Local Country Agreement. No amendment, modification, change, waiver, or discharge hereof will be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver, or discharge is sought to be enforced (except, however, that amendments to the Agreement will be applicable to this Agreement).

IN WITNESS WHEREOF, Local Dell and Local NCR have each caused this Local Country Agreement to be executed by their respective duly authorized representatives on the dates set forth below to be effective as of the Local Country Agreement Date.

[Local Dell name][Local NCR name]

By:By:

Name:Name:

Title:Title:

Date:Date:

25









Dell

Managed

Services

CityCountry

Country

BandIMACDSS

Disk Wipe

BUENOS ARIESArgentina579.33$ 87.01$ 139.85$

BRISBANEAustralia3159.73$ 179.46$ 312.12$

MELBORNEAustralia3159.73$ 179.46$ 312.12$

NORTH RYDEAustralia3159.73$ 179.46$ 312.12$

NORTH SYDNEYAustralia3159.73$ 179.46$ 312.12$

ROZELLEAustralia3159.73$ 179.46$ 312.12$

SYDNEYAustralia3159.73$ 179.46$ 312.12$

VIENNAAustria5218.97$ 247.59$ 439.07$

DHAKABangladesh1272.14$ 308.74$ 553.00$

BRASILIABrazil489.83$ 99.09$ 162.35$

SAO PAULOBrazil489.83$ 99.09$ 162.35$

TORONTOCanada2138.27$ 146.29$ 266.15$

SANTIAGOChile393.49$ 103.29$ 170.18$

BEIJINGChina583.61$ 91.93$ 149.02$

GUANG ZHOUChina583.61$ 91.93$ 149.02$

SHANGHAIChina583.61$ 91.93$ 149.02$

SHANGHAIChina583.61$ 91.93$ 149.02$

BOGOTAColombia373.22$ 79.98$ 126.74$

SAN JOSECosta Rica2248.14$ 281.14$ 501.58$

PRAGUE 1Czech Republic399.73$ 110.47$ 183.57$

CAIROEgypt287.37$ 96.26$ 157.08$

PARISFrance4136.14$ 152.34$ 261.58$

FRANKFURTGermany4128.82$ 143.92$ 245.90$

ATHENSGreece2112.09$ 124.68$ 210.04$

HONG KONGHong Kong3121.44$ 135.44$ 230.09$

BUDAPESTHUNGARY297.25$ 107.62$ 178.25$

GURGAONIndia141.83$ 43.88$ 59.49$

GURGAONIndia141.83$ 43.88$ 59.49$

MUMBAIIndia141.83$ 43.88$ 59.49$

MUMBAIIndia141.83$ 43.88$ 59.49$

VADODARAIndia141.83$ 43.88$ 59.49$

NCR Per Dispatch (Standard)

CityCountry

Country

BandIMACDSS

Disk Wipe

JAKARTAIndonesia164.14$ 69.54$ 107.29$

DUBLINIreland2115.46$ 128.56$ 217.28$

ROMEItaly2104.14$ 115.54$ 193.00$

TOKYOJapan5173.54$ 195.35$ 341.72$

NAIROBIKenya3111.72$ 124.25$ 209.24$

SEOULKorea, Republic of2126.98$ 141.81$ 241.96$

KUALA LUMPURMalaysia156.80$ 61.10$ 91.56$

MEXICO CITYMexico473.13$ 79.88$ 126.56$

CASABLANCAMorocco2188.14$ 212.14$ 373.00$

AUCKLANDNew Zealand3151.60$ 170.12$ 294.71$

LAGOSNigeria177.26$ 84.62$ 135.40$

LIMAPeru386.73$ 95.52$ 155.71$

MANILAPhilippines152.62$ 56.29$ 82.61$

WARSAWPoland177.25$ 84.61$ 135.38$

WARSAWPoland177.25$ 84.61$ 135.38$

LISBOAPortugal5106.45$ 118.19$ 197.95$

DOHA,Qatar4172.73$ 194.42$ 339.99$

BUCHARESTRomania5172.14$ 193.74$ 338.72$

MOSCOWRussia371.46$ 77.96$ 122.98$

RIYADHSaudi Arabia4125.38$ 139.97$ 238.53$

CAPE TOWNSouth Africa6184.76$ 208.25$ 365.76$

CAPE TOWNSouth Africa6184.76$ 208.25$ 365.76$

SANDTONSouth Africa6184.76$ 208.25$ 365.76$

MADRIDSpain1100.67$ 111.55$ 185.57$

STOCKHOLMSweden5136.60$ 152.87$ 262.57$

ZURICHSwitzerland3160.30$ 180.12$ 313.35$

TAIPEITaiwan490.87$

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