information technology outsourcing transactions process strategies and contracts 2nd ed phần 9 docx

Appendix 11.2 Global Master Services Agreement (Vendor Form) 497 ing Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. ARTICLE 18. DAMAGES 18.01 DIRECT DAMAGES. 1. ANY AND ALL CLAIMS ASSERTING LIABILITY OF VENDOR OR VENDOR REPRESENTATIVES TO CUSTOMER OR ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH THE SERVICE CONTRACT OR THE PROVISION OF SER- VICES, HOWEVER CAUSED, REGARDLESS OF THE FORM OF ACTION AND ON ANY THEORY OF LIABILITY, INCLUD- ING CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT, SHALL BE BROUGHT UNDER THE APPLICA- BLE SERVICE CONTRACT. 2. THE ENTIRE LIABILITY OF VENDOR AND VENDOR REPRE- SENTATIVES TO CUSTOMER OR ANY THIRD PARTY ARIS- ING FROM OR IN CONNECTION WITH THE SERVICE CONTRACT OR THE PROVISION OF SERVICES, HOWEVER CAUSED, REGARDLESS OF THE FORM OF ACTION AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO VENDOR UNDER THE APPLICABLE SERVICE CONTRACT FOR THE AFFECTED SERVICES DUR- ING THE [FILL IN NUMBER OF MONTHS] PRIOR TO THE OCCURRENCE OF THE FIRST EVENT WHICH IS THE SUB- JECT OF THE FIRST CLAIM. 18.02 CONSEQUENTIAL DAMAGES. In no event shall a Party have any liabil- ity, regardless of the form of action and on any theory of liability, including con- tract, strict liability, negligence, or other tort, for any loss of interest, profit or revenue, replacement goods, loss of technology, rights or services, loss of data or interruption, or loss of use of service or equipment by another Party or for any consequential, indirect, incidental, special, punitive, or exemplary damages suf- fered by another Party, arising from or related to this Master Agreement or the Local Service Contract, even if such Party has been advised of the possibility of such losses or damages; provided, however, that this Section shall not prevent Vendor from recovering amounts payable under this Master Agreement or any Local Service Contract for the provision of the Services. Halvey.book Page 497 Tuesday, August 9, 2005 8:58 AM 498 Ch. 11 Global Transactions 18.03 EXCLUSIONS AND LIMITATIONS. 1. The limitations or exclusions of liability set forth in this Article are not applicable to the obligation or failure of Customer to make payments due or past due under this Master Agreement or the Local Service Contract. In addition, in no event shall Vendor or Vendor Representatives be liable for any damages if, and to the extent, caused by Customer’s failure to perform its responsibilities, as set forth in this Master Agreement or the Local Ser- vice Contract. The limitations and exclusions set forth in this Master Agreement and the Local Service Contract apply to Vendor and Vendor Representatives and represent the maximum aggregate amount for which Vendor and Vendor Representatives are collectively responsible. 2. In no event shall Vendor or Vendor Representatives be responsible or liable for (a) any corruption, damage, loss, or mistransmission of data or (b) the security of data during transmission via public telecommunica- tions facilities. 18.04 ACKNOWLEDGMENT. Vendor and Customer each acknowledge that the limitations and exclusions set forth in this Master Agreement and the Local Service Contract have been the subject of active and complete negotiations between the Parties and represent the Parties’ agreement based on the level of risk to Vendor and Customer associated with their respective obligations under this Master Agreement and the Local Service Contract and the payments made to Vendor pursuant to this Master Agreement and the Local Service Contract. [ADD INSURANCE OBLIGATIONS] ARTICLE 19. MISCELLANEOUS PROVISIONS 19.01 NOTICES. Except as otherwise specified in this Master Agreement or the Local Service Contract, all notices, requests, consents, approvals, agree- ments, authorizations, acknowledgements, waivers, and other communications required or permitted under this Master Agreement and the Local Service Con- tract shall be in writing and shall be deemed given when sent by facsimile to the facsimile number specified below or delivered by hand to the address specified below. A copy of any such notice shall also be sent by express air mail on the date such notice is transmitted by facsimile to the address specified below: In the case of Vendor: [ADDRESS] Attention: Fax No.: In the case of Customer: [ADDRESS] Attention: Fax No.: Halvey.book Page 498 Tuesday, August 9, 2005 8:58 AM Appendix 11.2 Global Master Services Agreement (Vendor Form) 499 A Party may change its address or facsimile number for notification purposes by giving the other Parties 10 days’ notice of the new address or facsimile num- ber and the date upon which it shall become effective. 19.02 ASSIGNMENT AND THIRD PARTY BENEFICIARIES. Customer may not, without the consent of Vendor, assign this Master Agreement or any Local Ser- vice Contract or any of its rights under this Master Agreement or any Local Ser- vice Contract, in whole or in part, and may not delegate its obligations under this Master Agreement or any Local Service Contract. Any such purported assign- ment or delegation in contravention of this Section shall be null and void. Each Party intends that this Master Agreement and the Local Service Contract shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties. 19.03 RELATIONSHIP. The Parties intend to create an independent contractor relationship, and nothing contained in this Master Agreement or the Local Ser- vice Contract shall be construed to make either Vendor or Vendor partners, joint venturers, agents, principals, representatives, or employees of the other. Except as expressly set forth in the Service Agreement, no officer, director, employee, or Vendor Representative retained by Vendor to perform work on Customer’s behalf under this Master Agreement or the Local Service Contract shall be deemed to be an employee of Customer or Customer Representative. None of the Parties shall have any right, power, or authority, express or implied, to bind the other. Vendor shall have the sole right to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Vendor under this Master Agreement and the Local Service Contract. 19.04 SEVERABILITY AND WAIVERS. If any provision of this Master Agree- ment or the Local Service Contract is held by a court of competent jurisdiction to be contrary to Law, then the remaining provisions of this Master Agreement or the Local Service Contract, if capable of substantial performance, shall remain in full force and effect. No delay or omission by a Party to exercise any right or power it has under this Master Agreement or the Local Service Contract shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeed- ing breach or any other covenant. All waivers must be signed by the Party waiv- ing its rights. 19.05 [SURVIVAL. The terms of [TO BE FILLED IN] shall survive the expiration or termination of this Master Agreement and the Local Service Contract.] [OPTION: BE SILENT] 19.06 GOVERNING LAW. This Master Agreement and the Local Service Contract and the rights and obligations of the Parties under this Master Agree- ment and the Local Service Contract shall be governed by and construed in Halvey.book Page 499 Tuesday, August 9, 2005 8:58 AM 500 Ch. 11 Global Transactions accordance with the Laws of _____________________, without giving effect to the principles thereof relating to the conflicts of Laws. 19.07 SOLE AND EXCLUSIVE VENUE. Subject to the provisions of Article 15, each Party irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of this Master Agreement or the Local Service Con- tract must be brought solely and exclusively in _____________and irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the afore- said courts in personam, generally and unconditionally with respect to any action, suit, or proceeding brought by it or against it by another Party[; pro- vided, however, that this Section shall not prevent a Party against whom any legal action, suit, or proceeding is brought by another Party from seek- ing to remove such legal action, suit, or proceeding, pursuant to applicable federal law, to the U.S. district court for the district and division embracing the place where the action is pending in the state courts of ______________, and in the event an action is so removed the Parties irrevocably accept and submit to the jurisdiction of the aforesaid district court.] Each of the Parties hereto further irrevocably consents to the service of process from any of the aforesaid courts by mailing copies thereof by registered or certified mail, post- age prepaid, to such Party at its address designated pursuant to this Master Agreement or the Local Service Contract, with such service of process to become effective 30 days after such mailing. 19.08 [EXPORT. None of the Parties shall export, directly or indirectly, any information acquired under this Master Agreement or any Local Service Contract or any product utilizing such information to any country for which the U.S. government or any agency thereof or any other governmen- tal authority at the time of export requires an export license or other gov- ernmental approval without first obtaining such license or approval.] [Nothing in this Section shall be construed as a submission by the Parties to the Laws or the jurisdiction of any court, state or federal, of the United States of America.] 19.09 FORCE MAJEURE. If and to the extent that a Party’s performance of any of its nonmonetary obligations pursuant to this Master Agreement or the Local Service Contract is prevented, hindered, or delayed by fire, flood, earthquake, ele- ments of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebel- lions, revolutions, strikes, labor disputes, compliance with laws, any acts by a third party, any third-party products or services, or any other cause beyond the rea- sonable control of such Party, including failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment (each, a “Force Majeure Event”), then the nonperforming, hindered, or delayed Party shall be excused for such nonperformance, hindrance, or delay, as applicable, of those obligations (except for monetary payment obligations) affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party Halvey.book Page 500 Tuesday, August 9, 2005 8:58 AM Appendix 11.2 Global Master Services Agreement (Vendor Form) 501 continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans, or other means. The Party whose per- formance is prevented, hindered, or delayed by a Force Majeure Event shall immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. 19.10 NONPERFORMANCE. In the event that Vendor’s performance of the Services requires or is contingent on the performance by Customer of an obliga- tion under this Master Agreement or the Local Service Contract, and Customer delays or withholds such performance beyond the agreed-upon time period (or beyond five days, if a time period is not specified), the time for the performance of Vendor’s obligations shall be extended for the period of such delay in, or withholding of, performance. 19.11 RIGHT TO PROVIDE SERVICES. Each Party recognizes that Vendor per- sonnel providing services to Customer under this Master Agreement and the Local Service Contract may perform similar services for others, and neither this Master Agreement nor the Local Service Contract shall prevent Vendor from using the personnel and equipment provided to Customer under this Master Agreement or the Local Service Contract for such purposes. Nothing in this Master Agreement nor any Local Service Contract shall impair Vendor’s right to acquire, license, or develop for itself or others or have others develop for Vendor similar technology performing the same or similar services as contemplated by this Master Agreement or any Local Service Contract. Vendor may perform its obligations under this Master Agreement and the Local Service Contract through the use of Vendor Representatives; provided, however, that Vendor shall not be relieved of its obligations under this Master Agreement or the Local Service Contract by such use of such Vendor Representatives. 19.12 NONDISPARAGEMENT. Each Party shall refrain, and shall use com- mercially reasonable efforts to cause its employees and Representatives to refrain, from making negative or disparaging comments about the other Parties. 19.13 FURTHER ASSURANCES. Each of the Parties acknowledges and agrees that, subsequent to the execution and delivery of this Master Agreement and the Local Service Contract and without any additional consideration, each of the Parties shall execute and deliver any further legal instruments and perform any actions which are or may become necessary to effectuate the purposes of this Master Agreement or the Local Service Contract. 19.14 SOLICITATION. During the Local Service Contract Term and for __ months after the expiration or termination of the Local Service Contract, neither Customer may not solicit or hire directly or directly, on its own behalf or on behalf of others, any Vendor employees or contractors without Vendor’s consent. Halvey.book Page 501 Tuesday, August 9, 2005 8:58 AM 502 Ch. 11 Global Transactions 19.15 LIMITATION PERIOD. None of the Parties may bring an action, regard- less of form, arising out of this Master Agreement or the Local Service Contract more than __ years after the cause of action has arisen or the date such cause of action was or should have been discovered. 19.16 NEGOTIATED TERMS. The Parties agree that the terms and conditions of this Master Agreement and the Local Service Contract are the result of nego- tiations between the Parties and that neither this Master Agreement nor the Local Service Contract shall be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Master Agreement or the Local Service Contract. 19.17 ENTIRE AGREEMENT; AMENDMENTS; COUNTERPARTS. This Master Agreement and the Local Service Contract represent the entire agreement between the Parties with respect to its subject matter, and there are no other rep- resentations, understandings, or agreements between the Parties relative to such subject matter. No amendment to, or change, waiver, or discharge of, any provi- sion of this Master Agreement or the Local Service Contract shall be valid unless in writing and signed by an authorized representative of each of the Par- ties. This Master Agreement and the Local Service Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. IN WITNESS WHEREOF, each of Vendor and Customer has caused this Mas- ter Agreement to be signed and delivered by its duly authorized representative. Vendor By: ________________________________ Name: Title: Customer By: ________________________________ Name: Title: Halvey.book Page 502 Tuesday, August 9, 2005 8:58 AM Appendix 11.2 Global Master Services Agreement (Vendor Form) 503 EXHIBIT 1. DEFINITIONS 1. “Change ” shall have the meaning set forth in Article 6. 2. “Change Order ” shall mean a document agreed upon by Vendor and Customer (1) implementing a Change or (2) adding an Out-of-Scope Service under the Service Agreement. 3. “Confidential Information ” shall mean (1) with respect to Customer, any information, technical data or know-how of Customer, which is identi- fied by Customer as confidential at the time of disclosure; (2) with respect to Vendor, any information, technical data, or know-how of Vendor disclosed by or relating to Vendor, including the Vendor; and (3) with respect to Customer and Vendor, the terms of this Master Agreement and the Local Service Contract.] 4. “Consents ” shall mean all licenses, consents, authorizations, and approvals that are necessary to allow Vendor and Vendor Representa- tives to provide the Services to Customer, including the use and access of the Customer Technology. 5. “Control ” shall mean, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the manage- ment and policies of such entity, whether through the ownership of vot- ing securities (or other ownership interest), by contract or otherwise. 6. “Customer Account Manager ” shall have the meaning set forth in Sec- tion 8.01(1). 7. “Customer ” shall mean [CUSTOMER] a [SPECIFY LOCATION OF INC. OR FORMATION] [corporation/partnership/other], having its principal place of business at [__________________]. 8. “Customer Data ” shall have the meaning set forth in Section 12.01. 9. “Customer Project Manager ” shall have the meaning set forth in Section 8.01(2). 10. “Customer Representatives ” shall mean contractors and agents of Customer. 11. “Customer Technology ” shall mean the Technology owned by Customer or licensed by Customer from a third party (excluding any Vendor Tech- nology) that Vendor uses or accesses in connection with the provision of the Services. 12. “Fees” shall have the meaning set forth in Section *** of the Local Ser- vice Contract. 13. “Force Majeure Event” shall have the meaning set forth in Section 19.09. 14. “Governmental Authority” shall mean any international, national, pro- vincial, municipal, local, territorial, or other governmental department, regulatory authority, judicial, or administrative body, domestic, interna- tional or foreign. Halvey.book Page 503 Tuesday, August 9, 2005 8:58 AM 504 Ch. 11 Global Transactions 15. “Indemnified Party” shall have the meaning set forth in Section 17.02. 16. “Indemnifying Party” shall have the meaning set forth in Section 17.02. 17. “Initial Local Service Contract Term” shall have the meaning set forth in Section 3.02. 18. “Law” shall mean any declaration, decree, directive, legislative enact- ment, order, ordinance, regulation, rule or other binding requirement of or by any Governmental Authority. 19. “Local Service Contract(s) ” shall have the meaning set forth in Section 1.01. 20. “Local Service Contract Year ” shall mean each 12-month period during the Local Service Contract Term commencing on the Local Service Contract Effective Date and thereafter upon the completion of the imme- diately preceding Local Service Contract Year. 21. “Local Service Contract Effective Date” shall have the meaning set forth in Section *** of the Local Service Contract. 22. “Local Service Contract Term ” shall mean the Initial Local Service Con- tract Term and the Renewal Local Service Contract Terms, collectively. 23. “Losses ” shall mean any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), and expenses (including interest, court costs, reasonable fees, and expenses of attor- neys, accountants, and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default, or assessment). 24. [“Machines ” shall mean computers and related equipment, includ- ing central processing units and other processors, controllers, modems, communications and telecommunications equipment (voice, data and video), cables, storage devices, printers, terminals, other peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the processing, input, output, storage, manipulation, communication, transmission, and retrieval of information and data.] 25. “Master Agreement ” shall mean this Master Services Agreement, dated as of ______________, by and between Vendor and Customer. 26. “Master Effective Date ” shall mean _______________. 27. “Master Term ” shall have the meaning set forth in Section 3.01. 28. “Out-of-Scope Service(s) ” shall mean any service that is not expressly included within the scope of the Services. 29. “Parties ” shall mean Vendor and Customer, collectively. 30. “Party ” shall mean either Vendor or Customer, as the case may be. 31. “Project Staff ’ shall mean the personnel of Vendor and Vendor Repre- sentatives who provide the Services. Halvey.book Page 504 Tuesday, August 9, 2005 8:58 AM Appendix 11.2 Global Master Services Agreement (Vendor Form) 505 32. “Related Documentation” shall mean, with respect to Technology, all materials, documentation, specifications, technical manuals, user manu- als, flow diagrams, file descriptions, and other written information that describes the function and use of such Technology, as applicable. 33. “Renewal Local Service Contract Term ” shall have the meaning set forth in Section 3.02 . 34. “Representatives ” shall mean Customer Representatives or Vendor Rep- resentatives, as the case may be. 35. “Service Levels” shall have the meaning set forth in Section *** of the Local Service Contract. 36. “Services” shall have the meaning set forth in Section *** of the Local Service Contract. 37. “Technology ” shall mean (1) applications programs, operating system software, computer software languages, utilities, other computer pro- grams, (2) processes, methodologies, procedures, and trade secrets, (3) literary works and other works of authorship, including reports, draw- ings, charts, graphics, and other documentation, (4) Related Documenta- tion, in whatever form or media, and (5) the tangible media upon which the foregoing are recorded or printed. 38. [“Threshold Limits ” shall mean, with respect to a Service, the maxi- mum increase or decrease in resource requirements for performing such Service that Vendor shall undertake, as set forth in Schedule D to the Local Service Contract.] 39. “Tools ” shall have the meaning set forth in Section 9.03. 40. “Use ” shall mean the right to load, execute, store, transmit, display, copy, maintain, modify, enhance, create derivative works, make, and have made. 41. “Vendor ” shall mean ____________________ 42. “Vendor Account Manager ” shall have the meaning set forth in Section 4.02(1). 43. “Vendor Project Manager ” shall have the meaning set forth in Section 4.02(2). 44. “Vendor Representatives ” shall mean Vendor Affiliates and subcontrac- tors, suppliers, and agents of Vendor and Vendor Affiliates. 45. “Vendor Technology ” shall mean the Technology owned or developed by or on behalf of Vendor or licensed by Vendor from a third party, that Vendor uses in connection with the Services. Halvey.book Page 505 Tuesday, August 9, 2005 8:58 AM 506 APPENDIX 11.3 EXAMPLE OF LOCAL COUNSEL QUESTIONNAIRE FOR INTERNATIONAL OUTSOURCING TRANSACTIONS [To be provided to local counsel in each of the countries to/from which services will be provided by Vendor. Please note that this questionnaire is intended to cover as many issues as possible. Depending on the scope of the transaction, Customer’s internal resources, and Customer’s experience with the topics set forth below, it may not be necessary to submit all of the issues set forth below to local counsel.] CONFIDENTIAL [DATE] [NAME OF LOCAL COUNSEL]: Customer intends to enter into [DESCRIBE PROPOSED TRANSACTION]. All information relating to the proposed transaction is strictly confidential and should not be disclosed to or discussed with any third parties. Information relat- ing to this transaction should be disclosed to personnel of your firm only on a need-to-know basis. Please provide answers to each of the questions set forth below. You should respond as comprehensively as possible based on the facts as you know them at this time. 1. Response Date. All responses should be sent to the individual set forth below by [DATE]. [NAME] [TITLE] [ADDRESS] [TELEPHONE NUMBER] [FAX NUMBER] If you are unable to meet this deadline, please advise the above indi- vidual as soon as possible. 2. General. Please identify and summarize any local laws and regulations (including laws of international commissions and treaties, e.g., EU regu- lations) that would govern or regulate the provision/performance of Halvey.book Page 506 Tuesday, August 9, 2005 8:58 AM [...]... with in traditional outsourcing models arise again in Internet-enabled outsourcing transactions, some of these issues are taking on different, often heightened, levels of importance (such as access to customer data), and new, unprecedented issues are emerging (such as liability for hacking) With the law and the corresponding legal issues being crafted and shaped as the Internet-enabled outsourcing industry... around the general cat- 1 G2R, TPI, and Milbank, Tweed, Hadley & McCloy LLP, The End-User Executive’s Guide to Business Process Outsourcing ( 199 8) (hereinafter the “End-User’s Executive Guide to BPO”) at p 9 12.3 Areas Targeted for BPO 513 egories of business processes that companies have focused on as potential targets for outsourcing 12.3 AREAS TARGETED FOR BPO Business processes that have come under... innovative service and pricing structures (and realize higher pricing margins) in a relatively untapped market The potential revenue that can be generated from outsourcing business processes is significantly greater than that generated by more traditional forms of outsourcing Analysts are looking at the potential revenue to be generated from BPO transactions and are making astounding growth predictions for... (if applicable)? C How will the technology introduced by Vendor be integrated with Customer’s existing or future technology (e.g., is Vendor technology compatible with technology used by Customer’s information system group)? C 10 What technology will be used by Vendor? Is the technology proprietary to Vendor or licensed from a third party? If licensed from a third party, are there any use restrictions?... managed by a third party or, if outsourced, will lead to a reduction in costs Examples of transactions that involve the outsourcing of business processes that fall under the miscellaneous category include the following: (f) MISCELLANEOUS • A transaction between Accenture and Wyeth for clinical data management (CDM) • Transactions between Aramark and Salvation Army and Better Care for laundry and housekeeping... commodity based (e.g., number of CPUs provided, help desk calls answered), BPO customers are looking for innovative ways to increase the efficiency and quality of an entire business process through value-added services, customer satisfaction, and, ideally, a direct, quantifiable impact on share price and profit Because BPO focuses on an entire process rather than part of the process, as with IT outsourcing, ... capabilities and experience in process- related services (e.g., business process reengineering, management consulting, change management, consulting), as well as technology services Often, the BPO transaction is preceded by or entered into in conjunction with a reengineering project In addition to the conventional IT outsourcers, several of the top accounting firms—those with both process and technology. .. dwarf and possibly encompass (at least in part) all previous means of outsourcing Use of the Internet has unleashed many new and dynamic outsourcing models that are being shaped not only by the existing (and formidable) outsourcing heavyweights but also outsourcing newcomers, because of minimal infrastructure costs These companies are using the Internet to provide traditional IT and business process. .. 12 Business Process Outsourcing outsourcing deals will include some level of business process management in the next few years As a result, the conventional IT vendor is being forced to realign its organizational structure, marketing strategies, and resource capabilities to account for the market’s interest in business process and IT outsourcing services Although the BPO market is expected to experience... few years If the predictions prove to be correct, the BPO market will dwarf the IT outsourcing market in the United States and abroad Although BPO is emerging as a market in and of itself, it has also become more common for IT outsourcing vendors to market business process services, such as business process management and business process reengineering, as part of a comprehensive IT outsourcing deal . under this Master Agree- ment and the Local Service Contract shall be governed by and construed in Halvey.book Page 499 Tuesday, August 9, 2005 8:58 AM 500 Ch. 11 Global Transactions accordance with. Affiliates and subcontrac- tors, suppliers, and agents of Vendor and Vendor Affiliates. 45. “Vendor Technology ” shall mean the Technology owned or developed by or on behalf of Vendor or licensed by. peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the processing, input, output, storage, manipulation, communication, transmission, and retrieval