GFT SA Liq management 20070914 JE

Title page

Schedule 1

SERVICE AGREEMENT

Liquidity Management

Dated: tbd (MM.DD.YYYY)

DEUTSCHE BANK AG

– and –

GFT TECHNOLOGIES AG

TABLE OF CONTENTS

SERVICE AGREEMENT

This Service Agreement (the "Service Agreement") is entered into on month, day, 2007 between

Deutsche Bank AG, Taunusanlage 12, D-60325 Frankfurt am Main ("DB"),

and

GFT Technologies AG, Leopoldstraße 1, D-78112 St. Georgen ("GFT").

Master Agreement and Service Agreement
This Service Agreement is entered into pursuant to and subject to the terms and conditions of the Master Application Management Services Agreement ("Master Agreement"). Except to the extent explicitly modified herein and subject to the further provisions of this Section 1, the terms and conditions set forth in the Master Agreement shall govern GFT ’ s provision and performance of the Designated Services to DB. The parties agree to adopt the terms and conditions contained in the Master Agreement, as amended from time to time, and to incorporate such terms and conditions into this Service Agreement. Notwithstanding anything contained herein or in the Master Agreement to the contrary, in the event of a conflict between the terms of this Service Agreement and the terms of the Master Agreement, the terms of the Master Agreement shall prevail, unless explicitly provided otherwise herein with respect to a specific provision of the Master Agreement.

Definitions
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Master Agreement.

Designated Applications
This Service Agreement specifies the Designated Services with regard to the following Designated Applications

Designated Services
Commencing on month, day, 2007 (the "Handover Date") and continuing throughout the term of this Service Agreement, GFT shall provide to and perform for DB with respect to the Designated Applications the following Designated Services:

1) RTB services

2) Additional Services

Additional Services as listed below are not included in the pricing quote of this Service Agreement and would be agreed between the parties as well as invoiced separately in case they are demanded by DB

Service Management
The service management to be provided by GFT shall cover all activities for managing the Designated Services. This includes overall planning, provisioning, managing, improvement, reporting and the communication aspects for all Designated Services to be provided by GFT (included in the fixed fee), in particular:

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maintaining to the benefit für DB a program of continous improvement in respect of the designated Services, an ongoing internal control of the designated Servic3es (including identification and correction of dificiencies by GFT ’ s management or is designees) and immediate notification of DB of any deficiencies or failures in performing the designated Services;======

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nd level support refers to Incidents resolution as one part of day-to-day maintenance and especially resolving user doubts and providing expertise in the definition of the solutions or work-arounds to be applied. Operations is responsible for collecting and reporting the incidents using the designated incident reporting system. It will include the following services as Designated Services:======

Incident management (in accordance with DB ’ s Application Software Governance Standard ("ASG") chapters 4.1);
If an incident is not possible to be solved on the 2nd level support this GFT will provide the 3rd level support to manage the issue including the bug-fixing work within the Designated Services. This 3rd level support shall include the following services as Designated Services:

Emergency Incident Request
In case an Incident Request does in view of DB not leave sufficient time for resolving it via the regular release management activities (e.g. because of the criticality of the subject matter) ("Emergency Incident Request") the Emergency Incident Request must be resolved within the shortest time frame possible.

An Emergency Incident Request comprises the third level helpdesk which includes

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Service Requests are requests by DB regarding work (i) that require an effort of not more than one (1) Man-day, and (ii) that are not covered in 2.2.1, 2.2.2, 2.2.3 and 2.2.5. Any effort above one (1) Man-day for a Service Request shall be calculated as part of the service request/minor enhancement pool as specified in chapter 3.4 below.======

Minor Enhancements
Minor Enhancements of the Designated Applications are enhancements of the Designated Applications that require an effort of less than ten (10) Man-days, including activities to identify, document, and assess requirements, and design, develop, and implement solutions. Minor Enhancements especially include:

implementation of new methods, tools and processes to increase effectiveness and efficiency with a focus on continuous improvement and reduction of Incident Requests.
Tasks to be performed will include:

Service Hours
(A) Normal service hours

(*) Back Office activities described on the annex to this schedule chapter 3.2. Rest of requests described on this document chapter 2.2.2, 2.2.3., 2.2.4, 2.2.5

(B) Special service hours

GFT agrees to change the contract in order to add additional service hours on demand by DB when needed. At the end of 2007 the project Global Expansion (for US) is planned to go live.

Service Levels
In providing the Designated Services, GFT shall meet the following Designated Service Levels:

Level 3 Support
The deployment of incidents that have been addressed and solved by the Level 3 Support to the production environment will be done as a part of a regular release. The delivery of hot fixes are defined in section 2.4.1 Level 2 Support.

In case a regular release date is not determined within the resolution time frame, the resolution time is extended until the milestone of the start of the User Acceptance Test of the next regular release.

Incidents of severity level 3 will be addressed to the Level 3 Support team only after the Release Board has agreed to include them into a release.

Validation Period
As the Transition plan does not apply for the cluster Liquidity Management, the Validation Period is not applicable thereto and the Designated Service Levels shall apply immediately with the commencement of the Designated Services under this Service Agreement.

The service credit model is not applicable for this version of the SLA. In case that DB is interested in to introduce the service credit model for the RTB of this cluster in the future GFT will accept the modification of the contract on the same terms as is defined for other clusters on MAMSA contract.

DB is interested in to analice the application of the service credit model to the CTB activities, on the case this is agreed the model to apply will be defined on the corresponding CTB fix price proposals.

Reporting
GFT shall provide DB with the following reports on the delivery of the Designated Services (in addition to reports to be provided pursuant to any other provision of the Agreements):

Reports regarding the performance of the Designated Service Levels require commissioned the DB Incident Tracking System by DB. Reporting of the performance of Designated Service Levels before such system is in place will be provided by way of the already agreed and existing reporting procedure between the parties and as further required by DB.

On top GFT shall provide DB with CTB-reports.

Service Locations
GFT shall provide the type of work described below at the following Service Locations:

Key Positions
The following GFT Personnel will be assigned to the following Key Positions:

Designated Charges
The Designated Charges payable by DB in consideration of the Designated Services (including Incident Requests and Service Requests/Minor Enhancements) shall constitute a fixed charge of Euro xxx.xxx,- - (without VAT) for a full calendar year. DB shall pay to GFT for each following calendar year a fixed charge based on the charges of the previous calendar year and the contract duration of this Service Agreement, whereas the fixed charge for the Starting Period shall be considered as a pro rata charge only. However, the Designated Charges for the provision of the Designated Services for each following year after the Starting Period and during the contract duration of this Service Agreement shall be reviewed and agreed by the parties during the fourth quarter of a current year. Any adjustment of the Designated Charges shall only take place due to circumstances that (i) the volume of the Designated Services, (ii) the Designated Applications, (iii) GFT ’ s performance of Designated Service Levels, (iv) due to Maintenance Adjustments as described in Sec. 4.2 of Schedule 4 (Charges) of the Master Agreement, (v) the applicable economic change adjustment of applicable Person-day rates as described in Sec. 1.3 of Annex 4.1 of Schedule 4 (Charges) of the Master Agreement, or (vi) the Service requirements of DB have been changed in the current year. If the parties cannot agree on an adjustment, DB may terminate this Service Agreement for cause. The general payment terms set forth in Schedule 4 (Charges) of the Master Agreement shall apply.

The Designated Charges (total) include ’ other costs ’ of 72.000 €:  Travel (24 times), 24x5 Batch Support service and the specific Support on Spanish Bank Holidays.

Travelcost over the Designated Charges will not be paid. Any further Travel will be performed and charged to DB only if approved by DB.

For the calculation of this charges it has been considered an estimated effort of 434 MD for the 2nd level support tasks. This estimation has been based on the historical dedication, to these tasks, by the GFT team. It is as common understanding (GFT and DB) that the effort dedicated to these 2nd level support activities, is higher than the optimal target situation. To improve this situation, and to reduce the effort required for these tasks, and consecuently the operational risk, GFT will provide a separate CTB offer to DB, that will include some system improvements to reduce the repetitive 2nd level support tasks, that can integrated as standard system functionality, with the long term objective to eliminate as much as possible all these taks and concentrate 2nd level activities only on the clarification of possible problems on the system, and not on the resolucion of known lacks of functionality with manual technical interventions.

These charges have been calculated w/o taking into account the extension of the services when the Global expansion project required for US is life.

Service before Handover Date
No Services will be performed before Handover Date.

Post Implementation Fee
The post implementation factor required for the calculation of the Post Implementation Fee pursuant to Section 4.3 of Schedule 4 (Charges) is 3 (three) %. The Post Implementation Period is 4 (four) weeks following the implementation of the relevant new application or the relevant modified version of an existing application.

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The actual effort (in Man-days or fractions thereof) of GFT relating to Service Requests/Minor Enhancements is included in the Designated Charges (fixed charges) for a relevant cluster up to the number of Man-days specified below per current calendar year. However, the required effort for the provision of the Designated Services for each following year during the contract duration of this Service Agreement shall be reviewed and agreed by the parties during the fourth quarter of a current year or otherwise the actual effort shall also be applicable or otherwise usages to the following calendar year. If the parties cannot agree on an adjustment, DB may terminate this Service Agreement for cause.=====

Where the actual effort is, in a given calendar year, less than the number of Man-days specified above, there shall be a carry forward of the shortfall to the subsequent calendar year.

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Any Service Requests/Minor Enhancements in addition to the ones specified in Section 3.3.1 shall be charged for based on actual effort at the rates set forth in the Rate Card (in Man-days or fractions thereof) up to a maximum of ten (10) Man-days per each such additional Service Request/Minor Enhancement. Any further effort will be performed and charged to DB only if approved by DB.=====

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GFT will use a tool reasonably satisfactory to DB for the purpose of tracking the efforts relating to Service Requests/Minor Enhancements. On a monthly basis, or more frequently if reasonably requested by DB, GFT will report to DB on such efforts, as incurred (for the preceding month and year-to-date) or scheduled. The reports shall include details per each Designated Application and will identify the originator of each Service Request/Minor Enhancement at DB.=====

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In order to avoid accumulation of non-requested Man-days relating to efforts for Service Requests/Minor Enhancements from one calendar year to a subsequent calendar year in accordance with Section 3.3.1 above, DB may use such Man-days in connection with other Projects under the Master Agreement, which are related to (i) Designated Applications, or (ii) Designated Services under this Service Agreement.=====

Term
This Service Agreement shall commence on the date of this Service Agreement and shall continue in force for an indefinite term until it is terminated (i) by a twelve (12) months prior written notice to the end of a calendar month, or (ii) at any other time pursuant to Section 21.2 of the Master Agreement.

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If DB terminates this Service Agreement pursuant to Section 4.1 (i) above with effect prior to the third (3rd) anniversary of the date of this Service Agreement, DB shall pay to GFT, as sole monetary compensation for GFT with respect to such termination the following termination charges:=====

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If this Service Agreement terminates pursuant to Section 21.3 of the Master Agreement as a result of a termination of the Master Agreement pursuant to Sections 21.1.1 (i) and 21.1.2 of the Master Agreement, Section 4.2.1 above shall not apply and termination charges shall exclusively be payable as set forth in Schedule 4 (Charges).=====

Amendments
Any amendment of or supplement to the Service Agreement, including this Section 5.1, must be agreed through the Change Request Procedure and in writing to be valid.

Notices
All notices to be given or other communications to be made pursuant to the Service Agreement shall be valid only if made in accordance with Section 23.3 of the Master Agreement.

Choice of Law
This Service Agreement shall be governed by and construed in accordance with the substantive laws (Sachrecht) of the Federal Republic of Germany with the exclusion of the provisions of the Vienna Convention on the International Sale of Goods (CISG).

Venue
Exclusive venue for any judicial proceeding brought against any of the parties to this Service Agreement or any dispute arising out of this Service Agreement is the District Court (Landgericht) of Frankfurt/Main.  Prior to initiating any proceedings, the parties must have complied with the Dispute Resolution Procedure.