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

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

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

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

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

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

	(a)	being commercial;

	(b)	being strategic and relevant;

	(c)	being efficient; and

	(d)	leading;

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

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

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

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

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

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

	HSBC Systems means:

	(a)	all Software, hardware, plant, machinery, media, cabling and other equipment which is owned, licensed or leased by or on behalf of HSBC and/or any other HSBC Group Member and managed or maintained by the Supplier as part of the Services; and

	(b)	all Software, hardware, plant, machinery, media, cabling and other equipment which is used by, or for the benefit of, HSBC any other HSBC Group Member and/or any Third Party Supplier during the course of this Agreement;

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

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

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

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

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

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

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

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

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

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

	Law or Laws means:

(a)

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

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	(b)	the common law and the law of equity as applicable to the parties;

	(c)	any binding court order, judgment or decree;

	(d)	any applicable industry code, guidance, policy or standard which, in each case, is enforceable by law; or

	(e)	any applicable direction, policy, rule or order that is legally binding on HSBC and/or any other HSBC Group Member and that is made or given by any Regulator;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Part Termination means a partial Termination;

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

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

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

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

	Project means:

	(a)	a discrete piece of work which is outside the scope of the Services described in Schedule 3 (Services); or

	(b)	learning design or learning delivery work pursuant to Schedule 3 (Services),

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

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

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

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

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

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

	(a)	the allocation and use of a reasonable amount of resources (including manpower, financial and other appropriate terms) to achieve the relevant objective within any applicable timescale;

	(b)	obtaining any further information necessary to achieve the relevant objective within any applicable timescale; and

	(c)	co-operating with the other party or with others to the extent necessary to achieve the relevant objective within any applicable timescale;

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

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

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

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

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

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

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

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

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

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

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

	(a)	the Resolution Target ceasing to be an HSBC Group Member;

	(b)	a change of management or oversight of the operations of a Resolution Target, restructuring of a Resolution Target, or a transfer of all or part of the assets or business of a Resolution Target to a third party; or

	(c)	the transfer of the Agreement or any Local Services Agreement to a third party;

	Resolution Target has the meaning giving in clause 8.5;

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

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

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

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

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

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

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

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

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

	Service Management Charges has the meaning given to it in paragraph 2.2.1 of Schedule 5 (Charges);
	Transformation Charges has the meaning given to it in paragraph 2.2.2 of Schedule 5 (Charges);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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	(a)	the Supplier's contractors, sub-contractors and agents;

	(b)	each Approved Sub-Contractor, its contractors, sub-contractors and agents; and

	(c)	any Supplier Affiliate, its contractors, sub-contractors and agents,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Problem means the underlying cause of one or more Incidents;

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

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

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

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

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

	2.	General

	2.1	Guarantee

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

2.2

Due Diligence

(a)

The Supplier agrees, acknowledges and confirms that it:

	(i)	has had the opportunity to carry out a through due diligence exercise in relation to the Services;

	(ii)	has raised all relevant due diligence questions with HSBC before the Signature Date;

	(iii)	has received all information from HSBC and the HSBC Group Members that has been requested by it pursuant to clause 2.2(a)(ii), in order to enable it to determine whether it is able to provide the Services in accordance with the terms of the Agreement; and

	(iv)	has entered into the Agreement in reliance on its own due diligence alone and has not relied on any representation, warranty, condition or other term, express or implied statutory or otherwise (including as to condition, quality, performance or fitness for purpose), save for those expressly provided in this Agreement and those which cannot be prohibited by law,

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

2.3

Engagement

(a)

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

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

	(c)	The Supplier acknowledges and accepts that the Services are or may (in each case, at the direction of the HSBC) be provided to or for the benefit of:

	(i)	the HSBC Group Members; and

	(ii)	any other third party that:

	(A)	is receiving services from, or is performing services for HSBC and who HSBC reasonably needs to extend any aspect of the benefit of the Services; and/or

	(B)	is affected by the receipt of the Services; and/or

	(C)	the parties agree in writing will receive the Services,

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

(d)

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

teRM

3.1

Commencement Date and Term

	(a)	This Agreement shall come into force on the Signature Date and shall continue in full force and effect for a period of three (3) years thereafter unless and until terminated earlier in accordance with the provisions of clause 24 (Breach, Termination and Exit).

	(b)	Each Local Services Agreement commences on its respective signature date and, subject to earlier termination or to extension in accordance with this Agreement, continues in force until 23:59 on the Original Expiry Date.

3.2

Renewal Options and Process

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

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THIRD PARTY CONTRACTS, Asset Transfer, TRANSITION AND TRANSFORMATION

4.1

Third Party Contracts

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

4.2

Asset Transfer

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

4.3

Inscope Employees

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

4.4

Assets and Asset Management

	(a)	HSBC shall make available to the Supplier the HSBC Assets identified in Schedule 16 (HSBC Premises and Facilities). The Supplier acknowledges and agrees that ownership of the HSBC Assets listed in Schedule 16 (HSBC Premises and Facilities), together with the Intellectual Property Rights and all other rights in respect thereof, is retained by HSBC, other relevant HSBC Group Members or third party licensor (as applicable). The Supplier's right to use the HSBC Assets shall terminate automatically upon termination or expiry of this Agreement.

	(b)	The Supplier shall be responsible for performing the Services to the applicable Service Levels and for performing all other relevant obligations under this Agreement irrespective of whether or not the Assets are HSBC Assets.

	(c)	Where the Supplier uses HSBC Assets, the Supplier shall comply with any and all instructions, conditions and requirements in respect thereof, as set out in this Agreement or otherwise notified in writing to the Supplier by HSBC from time to time.

	(d)	Except as set out in this Agreement or in any instruction provided pursuant to clause 4.4(c), the Supplier shall not, and shall procure that each Supplier Contracting Party shall not, use HSBC Assets or any part of any of them other than for the performance of this Agreement.

	(e)	The Supplier shall not sell, transfer, replace or otherwise dispose of any Assets other than with HSBC's prior written consent.

	(f)	The Supplier shall compile and maintain a complete and up-to-date Asset Register. The Supplier shall provide to HSBC an updated copy of the Asset Register on the Service Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement and at six (6) monthly periods after such date, and at any other time as HSBC may reasonably request. In any event, the Supplier shall provide HSBC with an updated copy of the Asset Register on service of any notice to terminate this Agreement or six (6) months prior to expiry. A copy of the latest and all previous versions of the Asset Register shall be included by the Supplier in the Project Library.

4.5

Transition and Transformation

(a)

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

	(i)	take full control and responsibility for the Transition Services from the Signature Date; and

	(ii)	complete Transformation and commence provision of the relevant Services by the Transformation Cut-Over Date,

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

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	(b)	The Supplier shall achieve the Key Milestones (including by satisfying all applicable Acceptance Criteria) by the applicable Key Milestone Dates.

	(c)	The Supplier shall assume responsibility for the Transition Services and shall comply with its obligations in relation to Transition and Transformation without causing any disruption to the businesses of HSBC or any other HSBC Group Member.

	(d)	If a Key Milestone is not achieved by the applicable Key Milestone Date, then the Supplier shall take all such additional steps necessary to achieve such Key Milestone as soon as practicable thereafter, and at no extra cost to HSBC or any HSBC Contracting Party, save to the extent that the failure to achieve the Key Milestone by the applicable Key Milestone Date arises as a direct result of a breach of this Agreement by HSBC or a Relief Event, in which case specified costs may be payable in accordance with clause 4.5(g)(i)(B).

	(e)	Save where a Relief Event occurs or clause 4.5(g) applies, if the Supplier fails to achieve a Key Milestone by the applicable Key Milestone Date:

	(i)	the Supplier shall pay to HSBC the applicable Liquidated Damages, if any, for the applicable Liquidated Damages Period;

	(ii)	the parties agree that the Liquidated Damages are fair and reasonable in all the circumstances and represent a genuine pre-estimate of the likely Losses that HSBC are likely to suffer as a result of the failure to achieve the relevant Key Milestone by the applicable Key Milestone Date; and

	(iii)	if the Key Milestone has not been achieved by the end of the applicable Liquidated Damages Period, this shall be deemed to be a material breach of this Agreement which is not capable of remedy, and HSBC shall be entitled to claim damages for any Losses incurred in respect of any delay after the end of the applicable Liquidated Damages Period and/or to terminate this Agreement and/or any Local Services Agreement in whole or part in accordance with clause 24.1 (Termination by HSBC).

	(f)	Where, in accordance with Schedule 5 (Charges), the Charges are to be reduced on the achievement of a Key Milestone then, notwithstanding the failure by the Supplier or the Supplier Affiliate to achieve the Key Milestone by the applicable Key Milestone Date, with effect from the Key Milestone Date the reduced Charges shall apply as if the relevant Key Milestone had been achieved on the Key Milestone Date, save and to the extent that any failure to achieve the Key Milestone by the applicable Key Milestone Date is directly attributable to a Relief Event or breach of this Agreement, in which case the reduction in the Charges shall be delayed by a period commensurate to the delay directly caused by the Relief Event or such breach.

	(g)	Without prejudice to clause 4.5(d), if the Supplier would have been able to achieve a Key Milestone by the applicable Key Milestone Date but has failed to do so (or is likely to do so) as a direct result of a breach of this Agreement by HSBC or as a direct result of a breach of a Local Services Agreement, if any, in force at the relevant time and relevant to the achievement of the Key Milestone by an HSBC Contracting Party or a Relief Event, then subject to, and pre-conditional upon, the Supplier's compliance with clause 17.2, the following provisions shall apply:

(i)

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

(A)

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

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(B)

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

(ii)

HSBC shall:

	(A)	consider the duration of the delay caused as a direct result of the breach by HSBC or HSBC Contracting Party (as the case may be) or Relief Event, the nature of the breach or Relief Event and the effect of such delay, Relief Event and the breach on the Supplier’s ability to achieve the relevant Key Milestones;

	(B)	consult with the Supplier in determining the effect of such delay;

	(C)	if HSBC acting reasonably in its discretion considers it appropriate, revise the relevant Key Milestone Date impacted as a direct result of the breach by HSBC or HSBC Contracting Party (as the case may be) or Relief Event; and

	(D)	if HSBC acting reasonably in its discretion considers it appropriate, accept any consequential revision to subsequent Key Milestones;

	(iii)	without prejudice to clause 4.5(g)(ii)(C) or (D), any change that is required to the Key Milestone Dates pursuant to clause 4.5 shall be implemented in accordance with the Change Procedure;

	(iv)	the Supplier shall and shall procure that each Sub-Contractor shall take and continue to take all reasonable steps to eliminate or mitigate any losses and/or expenses that it incurs as a result of a Relief Event or a breach of this Agreement by HSBC or breach of any Local Services Agreement in force at the relevant time and relevant to the achievement of the Key Milestone, by an HSBC Contracting Party; and

	(v)	the rights and remedies set out in this clause 4.5(g) shall be the exclusive rights and remedies of the Supplier in the event that the Supplier fails to achieve a Key Milestone Date as a result of a Relief Event or a breach of this Agreement by HSBC or breach of a Local Services Agreement in force at the relevant time and relevant to the achievement of the Key Milestone, by an HSBC Contracting Party.

4.6

Commencement Dates

(a)

The Supplier shall, and shall procure the Supplier Contracting Parties shall:

	(i)	subject to clauses 4.6(a)(ii) and 4.6(a)(iii), provide the Services with effect from the relevant Services Commencement Date(s);

	(ii)	provide the Transition Services with effect from the Signature Date; and

	(iii)	provide the relevant Services (as specified in Schedule 3 (Services) with effect from the Transformation Cut-Over Date.

(b)

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

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(c)

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

SERVICES

5.1

Services Objectives

(a)

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

	(i)	to ensure the delivery of services to a high standard, at a competitive price and in a manner that improves flexibility for HSBC and creates predictability in the price for those services;

	(ii)	to ensure that the relationship between the parties will be able to embrace change in each party's respective business organisation and to share the benefits of any such change;

	(iii)	to ensure that HSBC and/or other HSBC Group Members are able to assess the impact of change on price for predictable business and other changes over the term;

	(iv)	to ensure that this Agreement incentivises the design and delivery of strategic value for HSBC and other HSBC Group Members;

	(v)	to ensure that this Agreement creates an open and effective partnership and dialogue between the parties; and

	(vi)	to ensure that the Supplier is incentivised to deliver the Services in accordance with this Agreement and to the agreed standards and metrics.

5.2

Non-Exclusive Appointment

	(a)	HSBC hereby appoints the Supplier, and the Supplier unconditionally accepts such appointment, as the non-exclusive provider of the Services, or services similar to the Services, to HSBC and other HSBC Group Members.

	(b)	HSBC and/or any other HSBC Group Member may, at any time, perform itself or retain third parties to perform the Services (or any part thereof) and/or any services related to the Services.

	(c)	The parties intend to move towards a “best of breed” solution and therefore HSBC reserves the right to require the Supplier to source solutions from other suppliers.

	(d)	HSBC shall be free to allow business units of HSBC and other HSBC Group Members to benefit from the Services.

5.3

Services

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

	(b)	The Services include the following key Service elements:

	(i)	the Services which are described in Schedule 3 (Services); and

	(ii)	Project Services as may be required, delivered and performed in accordance with clauses 5.3(e) and 5.3(f).

(c)

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

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	(i)	any services, functions and responsibilities (including any incidental service, functions or responsibility) not specified in this Agreement but reasonably required for or related to the proper performance and provision of the Services; and

	(ii)	any services and functions that HSBC can reasonably demonstrate were provided by, the Transferring Personnel and/or any third party whose contract with HSBC or a HSBC Contracting Party is to be assigned or novated to the Supplier in connection with the Services in the six (6) months prior to the Signature Date and thereafter in the period continuing up to and including the Services Commencement Date in respect of the final Local Services Agreement to be entered into pursuant to the Agreement.

(d)

The Supplier shall:

	(i)	perform the Services from the Sites specified in Schedule 3 (Services); and

	(ii)	not relocate the origination or destination of any of the Services either from a Site or within any Site without obtaining HSBC's prior written consent.

	(e)	Project Services may be required by HSBC to be delivered at any time using the procedures set out in Schedule 11 (Projects). The particular provisions relating to In Progress Projects are set out in Schedule 11 (Projects).

	(f)	The Supplier shall perform Projects in accordance with the relevant Service Request. Service Requests shall be deemed to be part of this Agreement and shall be performed in accordance with and subject to the terms and conditions of this Agreement.

	(g)	HSBC will retain full control over any part of the Services that are within the Retained Authority.

5.4

Service Standards

(a)

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

	(i)	Best Industry Standards;

	(ii)	HSBC Policies and Procedures;

	(iii)	HSBC CSR Guidelines to the extent applicable to the Supplier;

	(iv)	the security standards and requirements set out and otherwise referred to in clause 13 (Supplier's Security Obligations); and

	(v)	to the extent not in conflict with any of the above, its own standard approaches, guidelines, methodologies and procedures.

	(b)	In the event of any conflict between the requirements referred to in clause 5.4(a), the Supplier will draw such conflict to the attention of HSBC and will abide by HSBC’s reasonable determination as to the manner in which such conflict is to be resolved.

	(c)	The Supplier shall procure, maintain and observe all Approvals required in all Countries to provide the Services and shall, in performing its obligations under this Agreement, comply with all applicable Laws and, to the extent required for and related to the proper performance of the Services and its obligations under this Agreement, perform the Services in such a way that enables HSBC and other relevant HSBC Group Member's at all times to comply with applicable Laws. The Supplier shall monitor any proposed changes to Laws, develop plans to accommodate such changes and notify HSBC of such plans together with details of the changes to Laws.

	(d)	Acceptance or approval communicated by HSBC relating to the delivery or performance of the Services or any delay or omission to communicate such approval or acceptance shall not relieve the Supplier of its obligations to perform in accordance with this Agreement.

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(e)

The Supplier shall:

	(i)	notify HSBC immediately on becoming aware of any breach or suspected breach by the Supplier or any Sub-Contractor, of any Laws, provide HSBC and other relevant HSBC Group Members with such assistance as they may require to investigate such allegations and correct any breach, and on HSBC's request, do all such things as are reasonably necessary at the Supplier's own cost in order to minimise the impact of such breach; and

	(ii)	not do or omit to do anything that would cause HSBC or any other HSBC Group Member to be in breach of any Laws.

	(f)	The Supplier shall not, and shall procure that the Supplier Contracting Party and the Supplier Affiliates shall not, solicit or accept bribes, commissions or other financial inducements in relation to the Services, nor shall it do any act or thing nor permit any situation to arise, whereby the Supplier, Supplier Contracting Party or Supplier Affiliates knowingly or negligently permits an undisclosed conflict to be created between the interests of HSBC, and/or any other HSBC Group Member on the one hand and the Supplier, Supplier Contracting Party or any Supplier Affiliates on the other hand. In particular, where the provision or planning of Services involves the selection of, or advice upon the selection of, alternative courses of action (including refraining from a particular course of action) or the acquisition, or advice upon the acquisition of goods, services and rights, the Supplier, Supplier Contracting Party, and Supplier Affiliates shall make such selection or acquisition or give such advice in an impartial, independent and unbiased manner and in the best interests of HSBC and other HSBC Group Members, irrespective of the interests of the Supplier or any benefit to the Supplier, Supplier Contracting Party or any Supplier Affiliate arising directly or indirectly from such selection or acquisition.

	(g)	The Supplier shall require that each of its Sub-Contractors and all the Supplier Personnel observe the obligations set out in this clause 5.4.

	(h)	The Supplier acknowledges that failure to perform the Services in accordance with this Agreement may have a material adverse impact on the business and operations of HSBC and/or any other HSBC Group Member.

	(i)	The Supplier recognises that its provision of Services may be impacted by, and may impact upon, HSBC's relationships with its Regulators. The Supplier shall provide HSBC with all such assistance as HSBC may reasonably require in order to enable it to maintain compliance with its obligations to such Regulators (which shall include good faith negotiation of any consequential amendments to this Agreement and its underlying structure, should that be required by a Regulator). The Supplier shall, in particular, also participate in any discussions or meetings with any Regulator where reasonably required by HSBC in connection with the Services being provided.

5.5

Service Levels

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

(a)

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

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	(b)	In the event that existing Services are varied and/or new Services are added to this Agreement, or where HSBC wishes to impose a service level on a Service not previously subject to a Service Level, the parties will agree the Service Levels which will apply to the Services in question in accordance with clause 5.7 (Continuous Improvement) and the procedures set out in Schedule 4 (Service Levels and Service Credits).

	(c)	If the Supplier fails to perform its obligations set out in this Agreement including any Service Failure, the Supplier shall notify HSBC as soon as reasonably practicable of the breach and advise HSBC of the steps that it proposes to take to address the breach consistent with the Supplier's obligation to remedy the failure as a priority at no additional charge to HSBC. In respect of Service Failures, the Supplier shall also:

	(i)	investigate and identify the underlying causes of the Service Failure and provide details of such causes to HSBC;

	(ii)	take whatever action is necessary to minimise the impact of the Service Failure and/or prevent it from recurring;

	(iii)	advise HSBC of the status of remedial efforts being undertaken with respect to the underlying cause of the Service Failure, and regularly keep HSBC so advised; and

	(iv)	correct the Service Failure and resume provision of the Services in accordance with the relevant Service Level and/or other provisions(s) of this Agreement, as applicable.

(d)

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

	(i)	HSBC may require the Supplier to re-perform the Services in accordance with a Service Level; and/or

	(ii)	the Supplier shall pay the appropriate Service Credits; and/or

	(iii)	HSBC may request the re-performance by Supplier , at the Supplier's cost, of the Services in relation to which there was a breach; and/or

	(iv)	HSBC may withhold payment of the Charges relating to the breach until (if capable of remedy) such breach has been remedied; and/or

	(v)	HSBC may arrange, in accordance with clause 5.8(b) (Suspension of Services and Step-In Rights), for performance of the Services in default itself or by a third party.

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

	(f)	Where a sum is expressed to be payable as a Service Credit, the parties agree that:

	(i)	such sums are a price adjustment to reflect the actual quality of service provided to HSBC and do not represent an estimate of the loss or damage that may be suffered by HSBC in respect of the breach of the Service Levels which gives rise to the Service Credit; and

	(ii)	the crediting of such sums is without prejudice to any entitlement HSBC may have to damages from the Supplier relating to any such failure to achieve the Service Levels.

(g)

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

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5.6

Monitoring of Service Levels

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

5.7

Continuous Improvement

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

	(b)	The factors referred to in clause 5.7(a) (in order of significance) are:

	(i)	the importance to the business of HSBC and/or other relevant HSBC Group Members that the Service in question is consistently delivered to the Service Level in question;

	(ii)	HSBC Systems and any other infrastructure available to support delivery of the Services; and

	(iii)	the historical achievement of the Service Level in question.

5.8

Performance Management

(a)

Performance remedies relating to Deliverables

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

(b)

Suspension of Services and Step-In Rights

(i)

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

(A)

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

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	(B)	suspend performance of the Services to the extent that HSBC so requests for the purposes of its exercise of Step-In Rights provided always that, for the avoidance of doubt, the exercise of the Step-In Right shall not excuse the Supplier from its obligation to provide the Services in accordance with this Agreement or be deemed to frustrate or waive performance of that obligation extent to the extent of any suspension;

	(C)	grant and procure that any Sub-Contractor grants HSBC such licences as are reasonably required (for itself or a Step-In Third Party) for the purposes of this clause 5.8(b);

	(D)	afford (and procure that its Sub-Contractors afford) to HSBC such co-operation and access to the following (so far as within the Supplier's control):

	(1)	the Assets;

	(2)	the Documentation and Deliverables;

	(3)	the Supplier Intellectual Property and the Supplier Third Party Intellectual Property;

	(4)	the HSBC Data;

	(5)	the HSBC Premises and the premises used by the Supplier for the provision of the Services;

	(6)	the HSBC Systems and the Supplier Systems; and

	(7)	such other items as are reasonably required for the purposes of this clause 5.8(b); and

(E)

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

	(ii)	Following any exercise of Step-In Rights, the Supplier shall, and shall procure the Supplier Contracting Party shall, be required to put forward proposals to demonstrate to HSBC and the HSBC Contracting Party that it is able to perform its obligations under this Agreement. If the Supplier can at any time demonstrate to HSBC's reasonable satisfaction that it is able to and will remedy the matter giving rise to the Step-In Right or that the matter giving rise to the Step-In Right has been remedied, then HSBC shall as soon as is reasonably practicable (and with effect from the date and time notified by HSBC in writing) terminate the exercise of its Step-In Rights and remove the suspension of the Supplier’s performance of the relevant Services.

	(iii)	If HSBC has exercised Step-In Rights in respect of any Service for a continuous period of thirty (30) Working Days or more, then for the purposes of clause 24.1 this shall be deemed to constitute a material breach of the Supplier’s obligations under this Agreement that has not been remedied within the period specified in that clause.

	6.	CHARGES

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

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	6.2	In consideration of the performance of the Service, HSBC shall pay the Supplier the Charges as set out in and/or calculated in accordance with Schedule 5 (Charges).

	6.3	Unless otherwise expressly agreed by the parties, the Charges and such other amounts expressed to be payable by HSBC under this Agreement (or applicable Local Services Agreement) shall constitute HSBC's entire payment liability to the Supplier for the Services under this Agreement.

	6.4	If HSBC receives an invoice from the Supplier which it disputes in good faith, HSBC shall notify the Supplier in writing of such dispute as soon as reasonably practicable and HSBC may withhold payment of such sums as are in dispute pending resolution of such dispute in accordance with clause 26 (Disputes).

	6.5	The Supplier shall make available to HSBC on a real-time basis and in a format readily accessible by HSBC, electronic records of all invoices relating to this Agreement, together with monthly statements of invoices paid and outstanding.

	6.6	Invoices shall be rendered to HSBC in arrears on the invoice dates and if correct and undisputed shall fall due and payable to the Supplier forty-two (42) days thereafter.

	6.7	All sums payable under this Agreement are expressed exclusive of value-added tax or any relevant local sales taxes, which the Supplier shall add to such sums in accordance with the relevant local regulations in force at the time of making the relevant taxable supply and which shall only be payable by HSBC after receipt of a valid value-added tax or local sales tax invoice.

	6.8	All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. The Supplier agrees that it shall be responsible for payment of all taxes properly payable by it, including but not limited to, withholding taxes. The Supplier further agrees that, if any deductions or withholdings are required by law to be made from any of the Charges payable, HSBC or the relevant HSBC Group Member (as applicable) may, if required by law, deduct and remit payment of such taxes directly to the applicable taxing authority from the payment due. HSBC or the relevant HSBC Group Member (as applicable) shall, if so required, provide to the Supplier receipts of such payments in the name of the Supplier within such period as may be reasonable in the circumstances, of such payments being made to the applicable taxing authority.

	6.9	All Charges payable under a Local Services Agreement shall be expressed, invoiced and payable in the currency set out in that Local Services Agreement. Without prejudice to clause 6.7, invoices shall be in a form specified by HSBC.

	6.10	Where HSBC requests that invoices are apportioned between HSBC Group Members, invoices shall be rendered in line with the apportionment directed by HSBC.

	6.11	The Charges are fixed and may not be increased by the Supplier unless the possibility of increase, and basis on which any increase will be calculated, is clearly set out in Schedule 5 (Charges). Even if the possibility of increase is set out in Schedule 5 (Charges), the Supplier may not increase the Charges to HSBC unless (i) it increases similar fees payable by the majority of its other customers at the same time and (ii) the percentage increase in the Charges is not more than the equivalent percentage increase in the fees payable by the majority of its other customers.

	6.12	In the event of late payment by HSBC of any undisputed sums due and payable under the relevant Agreement (and provided HSBC has been given at least fifteen (15) days' written notice to cure such a late payment), the Supplier reserves the right to charge interest in respect of the undisputed late payment at the rate of one percent (1%) per annum above the base rate from time to time of HSBC (or if that entity does not have a base rate then the base rate of the central bank in the territory in which the HSBC Contracting Party is located) from the due date thereof until judgement (or if no judgement the date on which payment is received by the Supplier).

	6.13	If the Supplier fails to perform the Services (or any part thereof) in accordance with this Agreement or Local Services Agreement, HSBC shall have the right to suspend payment of such of the Charges as it considers (acting reasonably) are allocable to the Services which relate to the default (Relevant Charges) until such default has been remedied, after which payment of the Relevant Charges so suspended shall (subject to any other rights of HSBC or HSBC Contracting Party to suspend or withhold payment) be payable to the Supplier promptly.

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	6.14	Payment for the Services shall not be deemed to be acceptance by HSBC that all or any of the Services have been performed in accordance with this Agreement and/or that any Acceptance Criteria have been satisfied.

	6.15	Any overpayments by either party to this Agreement or any Local Services Agreement (as applicable) shall be a sum of money recoverable from the other party thereto.

	6.16	Notwithstanding anything to the contrary in this Agreement, no Charges shall be payable unless such Charges are invoiced by the Supplier in the manner set out in this clause 6 within twelve (12) months of the date on which an invoice for the same could first properly have been presented to HSBC under this clause 6 (Charges).

	6.17	The Charges, Services and Service Levels shall be benchmarked in accordance with Schedule 6 (Benchmarking).

	7.	JOINT-VENTURES, CO-OPERATIVES AND THIRD PARTY SERVICES

	7.1	HSBC and any other HSBC Group Members may use the Services to provide relevant services for, or require that the Services are provided to (or use the Services for the benefit of) HSBC's or any other HSBC Group Member's joint-ventures or co-operatives (being any entity or other association in which HSBC or any other HSBC Group Member is co-operating with a third party to achieve an agreed business objective consistent with HSBC's or any other HSBC Group Member's business objectives) and/or third parties to whom HSBC or any other HSBC Group Member provides relevant services at the Signature Date and/or other third parties agreed by HSBC and the Supplier from time to time (both parties acting reasonably and in good faith). HSBC shall provide details of such third parties to whom HSBC or any other HSBC Group Member provides such relevant services, either prior to the Signature Date, where possible, or otherwise from time to time.

	8.	HSBC MERGERS AND ACQUISITIONS

	8.1	In the event of any entity becoming an HSBC Group Member after the Signature Date (New Entity) the New Entity shall be entitled (at HSBC’s option) to all rights conferred on the HSBC Group Members under this Agreement. In no event shall such New Entity be obliged by reason of it becoming an HSBC Group Member to purchase any Services from the Supplier or any Supplier Affiliate under this Agreement.

	8.2	In the event that any agreement for the supply of Services (or services similar to the Services) or other products or services was concluded between the New Entity and the Supplier (or a Supplier Affiliate) prior to the date the New Entity became an HSBC Group Member (Entity Agreement) then the Supplier shall, at HSBC's request, procure that the Entity Agreement shall (subject to clauses 8.3 and 8.4) be terminated and fully replaced and superseded by the terms of this Agreement and the parties shall execute the necessary amendment to ensure any services ordered or provided under the Entity Agreement shall become subject to the terms of this Agreement at no extra cost to HSBC or any other HSBC Group Member. Any favourable terms or special offers provided to the New Entity via the Entity Agreement shall be incorporated into this Agreement by mutual agreement, which shall not be unreasonably withheld or delayed. Any sums committed or paid by the New Entity to the Supplier or any Supplier Affiliate (or invoiced by the Supplier or any Supplier Affiliate to the New Entity and still payable by the New Entity) under an Entity Agreement relating to the period after the date when the New Entity became an HSBC Group Member shall, at HSBC's option, either be set-off as HSBC may direct against any Charges payable under this Agreement or be promptly refunded to the New Entity without deduction.

	8.3	Without prejudice to any set-off or refund pursuant to clause 8.2, the termination and replacement of an Entity Agreement under clause 8.2 shall not prejudice any rights accrued due under such Entity Agreement prior to the date of termination.

	8.4	Where an Entity Agreement applies to several services or products, HSBC may require that the terms of this clause 8 apply to only such of those products and services as HSBC requires and that the remaining products and services remain subject to the terms of the Entity Agreement (amended as appropriate to reflect the division).

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8.5

Resolutions

(a)

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

	(i)	for a period of six (6) months after the Resolution takes effect any termination rights arising under this Agreement or at common law (in each case including for the avoidance of doubt any right to terminate for non-payment and/or insolvency) or any other rights or remedies of the Supplier arising directly from the Resolution shall be deemed to have no effect;

	(ii)	the Agreement or part of it (including any Local Services Agreement) shall be treated as having been originally entered into between the Supplier and any new controlling party or transferee (as applicable); and

	(iii)	except as provided in sub-clauses 8.5(i) and 8.5(ii) above, the Agreement or part of it (including any Local Services Agreement) shall continue on its existing terms following Resolution including, for the avoidance of doubt, the Supplier or Supplier Contracting Party’s rights thereunder (as applicable) in relation to payment or non-payment of fees or charges.

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

	(c)	If the provisions of this clause 8.5 conflict or cause ambiguity with other terms of this Agreement, the provisions of this clause 8.5 shall take precedence.

	9.	HSBC DIVESTMENTS

	9.1	A Divested Unit shall mean any subsidiary, division or department of HSBC or of an HSBC Group Member, which was immediately prior to a particular date (the Divestment Date), properly entitled to receive Services and, would not, on or after the Divestment Date, be part of HSBC or be HSBC Group Member or part of an HSBC Group Member and therefore not entitled (other than by virtue of this provision) to receive Services and or Deliverable(s).

	9.2	Where a Local Services Agreement relevant to a Divested Unit is in full force and effect, the Supplier Contracting Party agrees that the relevant HSBC Contracting Party may continue to use the Services for the benefit of, or in order to provide services to, such Divested Unit at no additional charge for such period as the HSBC Contracting Party may, in its discretion, require in order to allow the Divested Unit to make appropriate alternative arrangements (which period shall not, however, exceed a period of two (2) years from the Divestment Date unless otherwise agreed).

	9.3	Where the HSBC Contracting Party does continue to use the Services for the benefit of a Divested Unit pursuant to clause 9.2 the HSBC Contracting Party shall have no responsibility for any acts or omissions of such Divested Unit after the Divestment Date.

	9.4	Where the Divested Unit is a party to a Local Services Agreement the Supplier Contracting Party shall procure that the Divested Unit may continue to use the Services after the Divestment Date and, the Supplier Contracting Party shall offer equivalent services and deliverables to HSBC or such other HSBC Group Member as HSBC may nominate under this Agreement or under equivalent and no less favourable terms as set out herein.

	9.5	Unless otherwise agreed by HSBC, and save in respect of this clause, upon divestment any Agreement, to which a Divested Unit is a party, shall cease to be subject to this Agreement.

	9.6	The Supplier shall, if requested in writing by HSBC, enter into an agreement (Parallel Contract) with the Divested Unit, to take effect from the Divestment Date and under which:

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	(a)	the services to be provided to the Divested Unit are equivalent to the Services, varied only as reasonably necessary to reflect the Services required by the Divested Unit as of the Divestment Date;

	(b)	the term of the Parallel Contract will commence on the Divestment Date and will continue for a minimum period of two (2) years from the Divestment Date unless terminated earlier in accordance with clause 24 (Breach, Termination and Exit);

	(c)	pricing of charges, fees or other amounts payable under the Parallel Contract are on substantially the same terms as this Agreement;

	(d)	the other terms of the Parallel Contract are the same as this Agreement, save for (i) any reasonable amendment or deletion required to give effect to the intent of this clause 9.6; (ii) any requirement of Laws and Employment Regulations or directions from a Regulator; and

	(e)	as between HSBC and the Divested Unit, the Divested Unit assumes liability for its obligations under the Parallel Contract from the Divestment Date,

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

9.7

On the coming into effect of any Parallel Contract:

	(a)	the Divested Unit shall be deemed to be automatically removed from the scope of this Agreement, including, without limitation, the scope of Service Recipients, save in respect of any antecedent rights or liabilities which shall (in each case as appropriate) accrue to or be borne by HSBC; and

	(b)	the Supplier shall treat the Divested Unit as an arm’s length third party for the purposes of clauses 18 (Intellectual Property Rights and Indemnity), 21 (Confidentiality), and 23 (Data Protection) in this Agreement.

	9.8	The parties shall act reasonably and in good faith in effecting any Parallel Contract requested by HSBC. The Supplier represents and warrants that it intends for the provisions of this clause 9 to be fully enforceable so as to give effect to the parties’ intent.

	9.9	The Supplier irrevocably acknowledges that its agreement to this clause 9 is part of its consideration for entering into this Agreement and that HSBC would not otherwise appoint the Supplier.

	9.10	The Supplier shall not be entitled to adjust the Charges payable pursuant to the Parallel Contract other than in accordance with the comparable terms set out in this Agreement.

	9.11	To the extent that the Divested Unit requires the Supplier to comply with policies which are different from the HSBC Policies and Procedures, the Parallel Contract shall be amended in accordance with the Change Procedure.

	10.	GENERAL OBLIGATIONS OF the SUPPLIER

10.1

Other Supplier Products and Services

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

10.2

Supplier Acquired Services

(a)

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

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

	(c)	Without prejudice to any set-off or refund pursuant to clause 10.2(b), the termination and replacement of an Acquired Agreement under clause 10.2(b) shall not prejudice any rights accrued due under such Acquired Agreement prior to the date of termination.

	(d)	Where an Acquired Agreement applies to several services, deliverables or products, HSBC may require that the terms of this clause 10.2 apply only to such of those products, deliverables and services as HSBC requires and that the remaining products and services remain subject to the terms of the Acquired Agreement (amended as appropriate to reflect the division).

10.3

Notice of Change of Controlling Interest

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

10.4

General Advice

	(a)	The Supplier shall establish and implement internal procedures whereby developments and innovations in technology and business processes, and changes in industry practice, are regularly reviewed with a view to determining whether their adoption would have a beneficial impact upon the provision of the Services or any of them.

	(b)	The Supplier shall promptly bring to the attention of HSBC all opportunities (other than those of a trivial nature) for improving service quality or reducing service cost which come to its attention, whether as a result of the procedures referred to in clause 2.2(a) or otherwise.

10.5

Supplier Personnel

(a)

The Supplier shall, throughout the term of this Agreement:

	(i)	ensure that the Services are provided by persons who are suitably experienced and qualified for, and competent to perform, the tasks which fall within their respective responsibilities; and

	(ii)	maintain and develop the skills and experience of the personnel engaged in the provision of the Services by training, development, instruction, work experience or otherwise.

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	(b)	The Supplier shall, and shall procure the Supplier Contracting Party and the Supplier Affiliates shall, take all steps lawfully open to it to require that appropriate standards of probity and confidentiality are maintained by the Supplier Personnel.

	(c)	The Supplier shall be responsible and liable for the management of all Supplier Personnel and the unlawful acts and omissions of Supplier Personnel whilst they are on HSBC Premises as a result of the provision of the Services.

	(d)	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses that may be suffered or incurred by HSBC or any other HSBC Group Member in connection with the unlawful acts or omissions of the Supplier Personnel carried out in connection with or relating to the provision of the Services and/or when dealing with any individuals employed or engaged in any capacity by HSBC or any other HSBC Group Member, or any partners, members, directors, consultants, agents or contractors thereof, save where that act or omission has been caused by HSBC or any other HSBC Group Member.

	(e)	Without relieving the Supplier of its obligations under this Agreement, HSBC shall have the right by written notice to the Supplier to require the immediate removal of any of the Supplier Personnel who are acting in a manner which will cause (in the reasonable opinion of HSBC), material disruption or damage to HSBC's business, employees, assets or reputation, or those of any other HSBC Group Member. HSBC may request the removal of any Supplier Personnel on grounds of poor or inefficient performance. In such event, the Supplier shall propose to HSBC a plan for appropriate remedial action. If the action taken under such plan fails to resolve the issues identified by HSBC within the timescales reasonably acceptable to HSBC under the agreed remedial plan, the Supplier shall remove and replace the relevant Supplier Personnel as soon as reasonably possible.

10.6

Key Personnel

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

10.7

Co-operation with Third Party Suppliers

(a)

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

(i)

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

	(A)	the Assets;

	(B)	the Documentation and Deliverables;

	(C)	the Supplier Intellectual Property and the Supplier Third Party Intellectual Property;

	(D)	the HSBC Data;

	(E)	the HSBC Premises and the premises used by the Supplier for the provision of the Services; and/or

	(F)	the HSBC Systems and the Supplier Systems.

	(ii)	co-ordinate its efforts with any such Third Party Supplier to ensure that work, materials and services provided by the Third Party Supplier are efficiently and effectively integrated into and/or with the provision of the Services;

	(iii)	provide such support services as are necessary to run such work, materials and services on HSBC Systems then current;

	(iv)	attend any meetings with the Third Party Suppliers called by HSBC; and

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(v)

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

(b)

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

	(i)	for ensuring that such requirement does not interfere with the provision of the Services in accordance with this Agreement; and

	(ii)	for taking all reasonable steps within its power to ensure that the interface is successfully achieved.

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

	(d)	Managed Suppliers:

	(i)	In addition to the obligations set out in this clause 10.7 regarding engagement with Third Party Suppliers, the Supplier shall and shall ensure that Supplier Affiliates and Sub-Contractors comply with the obligations relating to Managed Suppliers, as further described in paragraph 3.6 of Schedule 3 (Services).

	(ii)	On an on-going basis, the Supplier shall be responsible for reviewing the list of Managed Suppliers and proactively sourcing new learning services providers in the market that would be able to provide an improved, better quality and/or better value service to HSBC. In proposing such learning services providers to HSBC, the Supplier shall leverage any existing relationships the Supplier or any Supplier Affiliate may have with such learning service providers, so as to enable HSBC to consider whether it would engage such learning suppliers as Managed Suppliers and to then do so on the best available terms.

10.8

Third Party Software, HSBC Support Contracts and Approvals

	(a)	HSBC shall use Reasonable Endeavours to obtain (and the Supplier shall co-operate with HSBC and provide such assistance as HSBC requires in respect of such efforts), the right, consent or licence for the Supplier to use the Third Party Software listed in Schedule 17 (HSBC Contracts) and receive the benefit of the HSBC Support Contracts (HSBC Consents). The Supplier and Supplier Affiliates shall use such Third Party Software and HSBC Support Contracts solely to support the provision of the Services, and shall ensure that such use is in compliance with the terms set out in or referenced in Schedule 17 (HSBC Contracts) and/or as advised by notice from HSBC from time to time. The right to use such Third Party Software and HSBC Support Contracts shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when the relevant Third Party Software or HSBC Support Contract ceases to be required to support the provision of the Services.

	(b)	Except in relation to those HSBC Consents referred to in clause 10.8(a), the Supplier shall obtain, at its own cost, all Approvals which are necessary from time to time to enable the Supplier to perform the Services in accordance with this Agreement and otherwise comply with its obligations under this Agreement, including Approvals from:

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

	(ii)	any Regulator or other third parties in relation to the performance of Services in accordance with this Agreement.

	(c)	The Supplier shall advise HSBC promptly in writing from time to time of all Approvals required to be obtained under clause 10.8(b) and of the details of the Approvals obtained. Copies of all Approvals obtained shall be placed by the Supplier in the Project Library within thirty (30) days of obtaining the relevant Approval.

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

(e)

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

10.9

HSBC Premises and HSBC Systems

	(a)	The Supplier shall be responsible for providing everything required to perform the Services save to the extent that HSBC and/or any other HSBC Group Member has agreed to provide or make available any premises, assets or facilities as set out expressly in this Agreement.

	(b)	HSBC will allow to persons who are duly authorised Supplier Personnel such access, on a non-exclusive basis, to the Licensed Areas as is reasonably required for the purpose of providing the Services. Authorisation procedures in respect of this access, will be agreed between HSBC and the Supplier from time to time. The Supplier shall use such rights of access for the purposes only of providing the Services. The Supplier's right of access shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when such access ceases to be required to provide the Services.

	(c)	The Supplier shall not do anything which might directly or indirectly cause any breach by it of the terms of any lease or other terms under which HSBC or HSBC Group Member is entitled to occupy the Licensed Areas (where those terms have been disclosed to the Supplier by HSBC or HSBC Group Member) and shall comply with all HSBC Site Regulations.

	(d)	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses arising from:

	(i)	any breach of the terms referred to in clause 10.9(c);

	(ii)	any failure to comply with HSBC Site Regulations; and/or

	(iii)	any damage to the Licensed Areas and their contents caused by persons entering the Licensed Areas with the authorisation of the Supplier,

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

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	(e)	Access to the Licensed Areas will be subject to the Supplier and Supplier Contracting Party’s compliance with clause 10.9(c) and HSBC or HSBC Group Member reserves the right to exclude any person from the Licensed Areas in the event of an actual or threatened breach of such clause.

	(f)	HSBC will allow to persons duly authorised by the Supplier and Supplier Affiliate such use, on a non-exclusive basis, of Licensed HSBC Systems as is reasonably required for the purpose of providing the Services. Authorisation procedures in respect of this use will be agreed between HSBC and the Supplier from time to time. The Supplier and Supplier Affiliate will use Licensed HSBC Systems for the purpose of providing the Services only. The Supplier and Supplier Affiliate’s right to use shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when such use ceases to be required to provide the Services.

	(g)	The Supplier and Supplier Affiliate shall use Licensed HSBC Systems with all reasonable skill and care and in accordance with best computing practice, and shall fully and effectively indemnify and keep indemnified HSBC and each other HSBC Group Member from and against all Losses arising from any person using the Licensed HSBC Systems with the Supplier and Supplier Affiliate’s authorisation.

10.10

Off-Shoring

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

	(a)	an increase in any item of cost (including any item included within the Charges) being incurred by HSBC;

	(b)	an adverse impact on the Supplier's ability to achieve the standards required by this Agreement, including any Service Level;

	(c)	an increase in the risks of any of the critical operations of HSBC and for any other HSBC Group Member;

	(d)	it becoming more difficult or expensive for HSBC to exercise its rights under this Agreement; or

	(e)	breach or other contravention of any regulatory or legal restriction or obligation on such supply including guidance in relation to any regulated aspects of the Services and Data Protection Legislation.

	11.	supplier’S WARRANTIES

	11.1	The Supplier hereby warrants, represents and undertakes to HSBC that:

(a)

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

	(b)	subject to being prevented or prohibited by the provisions of any applicable law or regulation, it will give prompt written notice to HSBC of any change of Controlling Interest of the Supplier;

	(c)	the Charges have been and will be calculated in a manner that gives full credit for all discounts agreed with, or available to, HSBC and any other HSBC Group Member;

	(d)	it will ensure the Services are provided in accordance with this Agreement to the reasonable satisfaction of HSBC and/or the other relevant HSBC Group Member;

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	(e)	it will ensure that, where HSBC or any other HSBC Group Member is reliant on the expertise of the Supplier or any Supplier Affiliate in providing professional advice (including recommendations as to how the Services are delivered), it will give such advice in an impartial, informed and independent manner and in the best interests of HSBC and/or the relevant HSBC Group Member;

	(f)	it will ensure that the Services and Deliverables comply with the provisions of this Agreement and are of satisfactory quality and reasonably fit for the purpose for which they are supplied, further the Supplier will ensure that the Services are performed with due diligence, reasonable skill and care and in accordance with Best Industry Standards at all times;

	(g)	it will comply (and will procure that all Supplier Personnel, and Sub-Contractors will comply) with all applicable Laws which may from time to time be applicable to the provision of the Services;

	(h)	it will promptly notify HSBC of any changes that are required to any of the Services as a result of any alteration, after the Signature Date, in any applicable Law and will implement such required changes (at no charge to HSBC) at least thirty (30) days before the due date for the implementation of such legal or regulatory changes, provided that where the implementation of such changes results in a reduction in the scope, or the benefit to HSBC or any other HSBC Group Member, of the Services, HSBC may propose an amendment to the Charges to reflect such reduction and the Supplier will not unreasonably withhold or delay its agreement to such amendment, which reduction in price may be recorded through the Change Procedure;

	(i)	it will procure for HSBC and the other HSBC Group Members (unless otherwise agreed between the Supplier and HSBC in writing) all rights, licences, consents and permits that HSBC and/or any other HSBC Group Member may require in order to use and enjoy the Services in accordance with this Agreement;

	(j)	it will ensure that all Supplier Personnel and Sub-Contractors:

	(i)	will, when present at HSBC or an HSBC Group Member site or allowed the use of any HSBC or HSBC Group Member systems, including any HSBC Assets, HSBC Systems and HSBC Premises, comply with the applicable site security, health and safety, system usage and other policies and procedures in force from time to time, including any HSBC Policies and Procedures and HSBC Site Regulations; and

	(ii)	will not load or use on any HSBC or other HSBC Group Member’s computer equipment or systems, including any HSBC System, any Software, data or other materials, other than those provided or approved by HSBC Contracting Party, HSBC or the other relevant HSBC Group Member;

	(k)	it will ensure that the Supplier Personnel will at all times behave in a courteous, professional and appropriate manner and that no Supplier Personnel will act or make any statement or otherwise behave in any manner that is reasonably likely to result in any prejudice to HSBC or any other HSBC Group Member (including to its reputation);

	(l)	it will promptly notify HSBC if the Supplier is in breach of any of its banking covenants or suffers a deterioration in its credit rating with Dunn and Bradstreet so as to fall below a score of 5A2;

	(m)	it will ensure that the Supplier Personnel have appropriate experience, qualifications and expertise; and

	(n)	it will procure that in the context of any Agreement that the Supplier Contracting Party shall make and comply with the warranties, representations and undertakings set out in this clause 11.1.

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	11.2	Without prejudice to the foregoing or any other rights or remedies of HSBC, the HSBC Contracting Party or the HSBC Group Members, in the event of breach of any warranty the Supplier and each Supplier Contracting Party undertakes promptly to remedy the breach without charge.

	12.	dISASTER RECOVERY

	12.1	The Supplier shall, and shall procure the Supplier Contracting Party shall, comply with its obligations as set out in Schedule 1 (Disaster Recovery).

	13.	supplier’S SECURITY OBLIGATIONS

	13.1	The Supplier undertakes to comply with:

	(a)	the best current security practice, including ISO 17799, ISO 9001 and the ISO 27000 series; and

	(b)	the Information Security Obligations.

13.2

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

	(a)	seek adequate compensation for any damage or costs incurred in such instances; and

	(b)	require that personnel in breach of the above cease to be employed in connection with services provided to HSBC and/or any other HSBC Group Member.

	13.3	The exercise by HSBC or an HSBC Group Member of its rights under clause 13.2 shall not relieve the Supplier of its responsibility to perform its obligations under this Agreement or any Local Services Agreement.

	13.4	Without prejudice to its obligations under clause 12 and Schedule 1 (Disaster Recovery), the Supplier shall ensure that all data of HSBC and/or the other HSBC Group Members (including all HSBC Data) is backed-up and shall have in place and maintain up-to-date business continuity procedures to ensure that in the event of a failure or disruption to the Services (other than a Disaster (as defined below)) the Supplier, Supplier Affiliates and Sub-Contractors are able to continue to provide the Services to normal performance levels within the shortest practicable time, and in the event of a Disaster, recovery of the Services is made within the time frame set out in the Supplier’s business continuity procedures. Disaster means an event which materially impacts the normal operation of the Services so as to prevent achievement of the Service Levels or otherwise prevents the Supplier from performing its obligations and providing any of the Services.

	13.5	The Supplier will ensure that any Supplier Personnel who will be entering into HSBC Premises and/or will have access (remotely or otherwise) to HSBC, systems, data or information, including any HSBC Assets, HSBC Systems, HSBC Premises and/or HSBC Data shall have been subject to pre-employment screening at least to the standards set out in the HSBC’s then-current policy for the screening of personnel provided by contractors, a copy of which may be obtained from HSBC on request. The Supplier shall provide: (i) evidence of completion of the screening checks; and (ii) that the requirements of HSBC's then-current policy for the screening of personnel have been met, within a reasonable period but in any event prior to the personnel in question gaining access to HSBC’s or any other HSBC Group Member’s premises, systems, data or information. The extent and nature of these screening checks will be advised to the Supplier by HSBC, or the other relevant Group Member and will depend on the premises, systems, data and information to which access may be granted. As a minimum requirement, the Supplier will comply with requests to carry out the following checks on its personnel and personnel of its Sub-Contractors:

	(a)	a check on identity (and, if appropriate, eligibility to work in the relevant Country);

	(b)	verification of current and previous employment covering a period of five (5) years; and

	(c)	a criminal record check.

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

	13.6	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against any and all Losses incurred by or awarded against HSBC or any other HSBC Group Member as a result of, or in connection with breach by the Supplier, any Supplier Affiliate, Supplier Personnel or Sub-Contractor of the obligations under of clause 13.5.

	13.7	Failure by the Supplier to either conduct pre-employment screening or comply with the requirements of HSBC's then-current policy for the screening of personnel, shall constitute a material breach of the purposes of clause 24.1(a)(i)(D) and 24.1(b)(i)(D) of this Agreement.

	13.8	HSBC reserves the right to visit the Supplier’s offices to carry out such checks as it deems necessary to ensure that the Supplier is properly fulfilling its obligations as set out in this clause 13.8 and may request sight of records and documents held by the Supplier in respect of such obligations. HSBC shall give the Supplier reasonable prior notice (which may, depending on the circumstances giving rise to the visit, be very short) of any intended visit and the Supplier shall use all Reasonable Endeavours to provide for HSBC access to all information, facilities, procedures or other resources (including staff) as it shall reasonably require.

	13.9	In the event of any unauthorised use or any misuse of HSBC's or any other HSBC Group Member's premises, equipment, systems, data or information (including HSBC Data), by the Supplier Personnel, HSBC shall have the right (without prejudice to its other rights) to:

	(a)	claim adequate compensation for any damage or costs incurred in such instances; and

	(b)	require that personnel in breach of the above cease to be employed in connection with services provided to HSBC and/or any other HSBC Group Member.

	13.10	The exercise by HSBC of its rights under clause 13.9 shall not relieve the Supplier of its responsibility to perform its obligations under this Agreement.

	13.11	The Supplier will ensure that it and any relevant Supplier Affiliates and Sub-Contractors implement, follow and maintain appropriate security controls, at least in compliance with the HSBC IT security standards and requirements as the same may be communicated to the Supplier from time to time, including submitting to a formal security review conducted by HSBC, to ensure the confidentiality, availability and integrity of all HSBC Data and information belonging to HSBC, or any HSBC Group Member which may be delivered to, generated by or otherwise used or processed by or on behalf of the Supplier, any Supplier Affiliate or any Sub-Contractor or may otherwise come into the possession or control of the Supplier, any Supplier Affiliate, any Supplier Personnel or Sub-Contractor, and warrants that such appropriate security controls, are operational and effective as at the Signature Date. The Supplier shall not and shall procure that the Supplier Contracting Parties and relevant Supplier Affiliates do not downgrade the security configuration of any system processing any such HSBC Data without the prior written consent of HSBC.

	13.12	Without prejudice to the generality of clauses 13.1 and 13.6, the Supplier shall ensure that all HSBC Data is protected at all times, in such manner as (subject to clause 13.6) is consistent with the HSBC’s data security classification applicable to such data, from corruption and from unauthorised access and interference both while such HSBC Data is within the possession and/or control of the Supplier, or relevant Supplier Affiliates and while (if transmission is consistent with the classification of such HSBC Data and is strictly required for the purpose of performing any Services) it is in transit across a network (whether public or private).

	13.13	The Supplier shall ensure that no HSBC Data is stored on any portable medium or device except where such storage is strictly required for the performance of the Supplier's obligations under this Agreement.

	13.14	Where HSBC Data is transmitted across a network or stored on any portable medium or device, the level of protection that the Supplier or Supplier Affiliate is obliged to adopt pursuant to clause 13.1 shall be consistent both with the data security classification of the HSBC Data in question and with the additional risk posed by its transmission and/or its storage on a portable medium or device.

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13.15

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

	(a)	no HSBC Data or any data or information relating to this Agreement from which HSBC, or any HSBC Group Member could be identified shall be stored or processed on portable devices capable of data storage (including, without limitation, laptops, PDAs, and memory sticks); or

	(b)	that such storage and processing occurs only on the premises of HSBC, or an HSBC Group Member or on secure premises of the Supplier and that no such data is resident on such portable devices when they are not on such premises.

13.16

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

	14.	PROJECT LIBRARY AND PROCEDURES MANUAL

	14.1	The Supplier shall maintain, from the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement, a complete and up-to-date set of Documentation (Content) in the Project Library which shall be directly accessible by HSBC in a form which enables HSBC and the HSBC Group Members to review, interrogate, print and copy the Content stored in the Project Library. All Content to be included in the Project Library must be included promptly and in any event within thirty (30) days of the creation or acquisition of the same.

	14.2	Failure by the Supplier to maintain the Project Library in accordance with this clause 14 shall be deemed to be a material breach of this Agreement by the Supplier.

	14.3	HSBC Group Members, Successor Suppliers and any other person duly authorised by HSBC shall have full rights of access (subject always to compliance with obligations relating to Confidential Information set out in this Agreement) to the Project Library and the Content at all times during the term of this Agreement for the purpose of assisting members of HSBC and other HSBC Group Members in connection with the Services and any matter relating to this Agreement, including their expiry, termination, or any reorganisation, evaluation or retender of any or all of the Services. The Supplier shall from time to time and on the expiry or termination of this Agreement provide HSBC with a complete and up-to-date copy of the Project Library in electronic and hardcopy form.

	14.4	The Supplier shall, within one (1) month of the Services Commencement Date in respect of the first Local Services Agreement to be entered into pursuant to this Agreement, produce a draft Procedures Manual. The Supplier shall ensure that the Procedures Manual takes into account input obtained by the Supplier from global and regional Academy heads, regional heads of learning within HSBC and any HSBC Group Members, and the HSBC representative from the central HSBC learning team and is updated from time to time as reasonably required by HSBC to reflect changes in HSBC's business processes, as the same are communicated by HSBC to the Supplier. The Supplier shall maintain version control in relation to the Procedures Manual and any documents, forms or templates set out in it and shall include the Procedures Manual in the Project Library.

	14.5	The Supplier shall continuously review the Procedures Manual and shall propose to HSBC any updates or other changes which the Supplier identifies as necessary or desirable to ensure that the Procedures Manual always reflects the then current Services. Such changes shall be reviewed and, if approved by HSBC, shall be incorporated in the Procedures Manual as soon as reasonably practical.

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	14.6	The Procedures Manual is not a waiver or variation to this Agreement and shall not constitute any direction or instruction from HSBC to the Supplier under or in connection with this Agreement that the Supplier should perform the Services in any particular manner.

	14.7	Subject to clause 14.6 and to clause 1.1(h), the Supplier shall perform its obligations in accordance with the Procedures Manual.

	15.	COMPUTER VIRUSES

	15.1	The Supplier shall use Reasonable Endeavours to ensure that no computer virus or similar destructive code is introduced onto HSBC’s or any other HSBC Group Member’s computer equipment or systems, including any HSBC System by any act, omission or negligence of the Supplier, Supplier Affiliate, Supplier Personnel or any Sub-Contractor.

	15.2	Without prejudice to HSBC's or any other HSBC Group Member’s other rights, in the event that a computer virus or similar destructive code is introduced onto HSBC, or any other HSBC Group Member’s computer systems, including any HSBC System by reason of any Supplier, Supplier Affiliate, Supplier Personnel or any Sub-Contractor, the Supplier shall provide all reasonable assistance to HSBC and/or the other relevant HSBC Group Member (as appropriate) at HSBC’s request to promptly restore HSBC's or the other relevant HSBC Group Member’s computer equipment and system (as appropriate) to normal operational readiness.

	16.	HSBC assistance and Support

	16.1	General Assistance

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

	(a)	provide the Supplier with access to information and documentation within HSBC's possession or control which relates to and is reasonably required in connection with the Services;

	(b)	provide the Supplier with access to such HSBC's staff as can give the Supplier information which is pertinent to the Services;

	(c)	make available to the Supplier for consultation (at reasonable times and on reasonable notice) staff who are familiar with HSBC's organisation operations and business practices; and

	(d)	provide the Supplier with timely decisions or determinations where Supplier’s ability to perform the Services in a satisfactory manner is dependent upon HSBC’s decision(s) or determination(s), only to the extent identified in respect of a specific responsibilities set out in the HSBC Responsibilities.

	17.	HSBC RESPONSIBILITIES AND RELIEF EVENTS

	17.1	HSBC Responsibilities

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

17.2

Relief Events

(a)

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

	(i)	the Supplier's non-performance results directly from a Relief Event;

	(ii)	the Supplier uses Reasonable Endeavours to mitigate the Relief Event and to perform the Services notwithstanding the Relief Event; and

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(iii)

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

(b)

Such Relief Notice shall specify the following information:

	(i)	the affected Services;

	(ii)	the cause(s) of the delay or interruption; and

	(iii)	details of the extent of the likely delay or interruption.

	(c)	Relief Notices shall only bind HSBC when it has confirmed in writing that it accepts the contents of the particular Relief Notice. Any dispute as to any submitted Relief Notice shall be submitted for resolution in accordance with the clause 26 (Disputes). Notwithstanding the submission of a Relief Notice, the Supplier shall perform and/or recommence performance of the affected Services as soon as possible.

	(d)	The provisions of clause 17.2(a) are the Supplier's exclusive remedy for any Relief Event, save to the extent provided for in the context of Transition and Transformation pursuant to clause 4.5(g)(i)(B).

	(e)	Without prejudice to clause 17.2(d) and the Supplier's obligations under the Agreement, the Supplier will notify HSBC in writing immediately on becoming aware that it will not be able to perform, or has not performed, its obligations in accordance with the terms of the Agreement (an Early Warning Notice). The Early Warning Notice shall provide as much detail as is reasonably available to the Supplier so as to describe the affected elements of its obligations, the reason for the disruption and the steps the Supplier will undertake to prevent the disruption and/or mitigate the effects of the disruption. The Supplier will provide regular status updates and will, in any event, immediately notify HSBC in the event of a material change in circumstances. Unless agreed in writing by HSBC by express reference to clause 39.4 (Waiver) and 39.5 (Cumulative nature of remedies) the service and/or receipt of an Early Warning Notice shall not absolve the Supplier of any responsibility or release the Supplier of any obligations.

	18.	INTELLECTUAL PROPERTY RIGHTS and indemnity

	18.1	Background Intellectual Property

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

18.2

HSBC Intellectual Property

	(a)	HSBC, on its own behalf and (where applicable) as agent for other relevant HSBC Group Members, will grant to the Supplier for the term of this Agreement, a non-exclusive, royalty-free licence (and, subject to the Supplier imposing obligations of confidentiality similar to those set out in clause 21 Confidentiality), with a right to grant sub-licences to Supplier, relevant Supplier Affiliates and Sub-Contractors) to use, operate, copy, modify and (in the case of Software) merge with other computer programs such HSBC Intellectual Property for the purpose only of fulfilling the Supplier's obligations under this Agreement and only to the extent necessary for that purpose. The Supplier, warrants, represents and undertakes to HSBC (on behalf of HSBC and each other relevant HSBC Group Member), not to use or otherwise deal with such HSBC Intellectual Property for any other purpose.

	(b)	The licence granted in this clause 18.2 shall terminate automatically upon termination or expiry of this Agreement, or (if earlier) when the relevant Intellectual Property ceases to be required for the purpose of fulfilling the Supplier's obligations under this Agreement.

	(c)	The Supplier shall not (and shall procure that the Supplier Contracting Party, Supplier Affiliates, Supplier Personnel and Sub-Contractors shall not) do anything or cause anything to be done which could prejudice any HSBC Intellectual Property.

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18.3

Supplier Intellectual Property

(a)

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

18.4

Intellectual Property developed by the Supplier

	(a)	Notwithstanding clause 18.3 (Supplier Intellectual Property), the Supplier assigns absolutely (and shall procure that all Supplier Contracting Parties, Supplier Affiliates, Supplier Personnel and Sub-Contractors assign absolutely) to HSBC and/or (at HSBC’s option) any other HSBC Group Member or Authorised User, by way of present assignment of all existing and all future property, rights, title and interest, all Intellectual Property Rights created by the Supplier, any Supplier Personnel and/or Sub-Contractor in the course of performing the Services, including, for the avoidance of doubt, Intellectual Property Rights in the Deliverables, all of which shall vest in HSBC and/or the other relevant HSBC Group Members immediately upon creation of the same with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by a third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights.

	(b)	The provisions of clause 18.4(a) above shall not apply in respect of any enhancements or improvements to the Supplier’s Background Intellectual Property that have application to services, which may include the Services, provided by the Supplier to its clients generally, provided always that the Supplier has notified HSBC in advance of any such enhancements or improvements to the Supplier's Background Intellectual Property being used in the provision of the Services. In respect of any such enhancements or improvements to the Supplier’s Background Intellectual Property, the Supplier shall grant to HSBC a licence on the terms set out in clause 18.3 above,

	(c)	The Supplier shall (and shall procure that Supplier Personnel and Sub-Contractors shall) waive absolutely and irrevocably in favour of HSBC their moral rights granted under the Copyright Designs and Patents Act 1988 or equivalent or analogous rights under laws of other jurisdictions in relation to such property.

	(d)	The Supplier shall (and shall procure that all Supplier Personnel and Sub-Contractors shall) comply with clause 34 (Further Assurance) in order to perfect, confirm, formalise or achieve the assignment envisaged by clause 18.4(a).

18.5

Third Party Intellectual Property

(a)

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

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(b)

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

18.6

Intellectual Property Warranties and Indemnities

(a)

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

(i)

that

	(A)	the Supplier Intellectual Property and Supplier Third Party Intellectual Property (i) used by the Supplier in the provision of the Services or (ii) used by HSBC, any other Service Recipient or an Authorised User, in each case in accordance with this Agreement; and

	(B)	any Intellectual Property Rights, ownership of which becomes vested in HSBC or an HSBC Group Member pursuant to this Agreement,

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

	(ii)	that it shall (and shall procure that all Supplier Affiliates, Supplier Personnel and Sub-Contractors shall) perform its responsibilities under this Agreement in a manner that does not constitute an infringement or misappropriation of any Intellectual Property Rights of any third party; and

	(iii)	that it shall not breach any of the licence terms set out in or granted pursuant to this Agreement in respect of any HSBC Intellectual Property or HSBC Third Party Intellectual Property.

(b)

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

	(i)	any breach of clauses 18.2(a), 18.2(c), 18.6(a) and 18.7; or

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

(c)

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

18.7

HSBC Trade Marks

	(a)	HSBC hereby grants to the Supplier a royalty free, non-exclusive licence to use the HSBC Marks solely for the provision of the Services, in accordance with the Licence Terms and in accordance with and in fulfilment of the terms of this Agreement (including any Local Services Agreement for the time being in force) and in a manner such that the distinctiveness and reputation of such HSBC Marks are maintained.

	(b)	Without limitation to the foregoing, the Supplier shall only be entitled to use the HSBC Marks:

(i)

for the purposes of associating HSBC with the Services; and

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(ii)

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

	19.	INDEMNITIES

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

	(a)	in relation to any claim relating to death and/or personal injury caused by its (or its agent's or sub contractor's) negligence;

	(b)	in relation to, or damage, loss or destruction of, any property owned by or used by HSBC where the Supplier, or Supplier Personnel is legally liable or responsible for the damage, loss or destruction or the same results from a breach of this Agreement or as a result of an act or omission, as applicable, by the Supplier, any Supplier Affiliate, Supplier Personnel, any Sub-Contractor and/or and other third party or person for whom the Supplier is responsible in the performance of the Services or whose presence in the relevant location or site is authorised by the Supplier;

	(c)	in relation to the Supplier, any Supplier Affiliates or any Sub-Contractor, breach by the Supplier or any Supplier Affiliate or any Sub-Contractor of its information security obligations;

	(d)	incurred by HSBC or any HSBC Group Member as a direct result of any breach of any Laws by the Supplier, a Supplier Affiliates or any Sub-Contractor; and

	(e)	the Supplier's liability for any regulatory losses, fines, expenses incurred by HSBC or the HSBC Group Members as a direct result of a breach by the Supplier of any laws and further costs incurred by HSBC to meet additional requirements imposed by the relevant Regulator as a result of such breach.

19.2

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

	(a)	cause damage to HSBC's or any HSBC Group Member's goodwill or reputation;

	(b)	materially impact upon HSBC's business;

	(c)	cause it to be in breach of Laws;

	(d)	have a significant public relations impact on HSBC;

	(e)	mean the Supplier is unable to pay Losses arising under such claim,

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

19.3

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

	(a)	notify the Supplier in writing of any such claim of which it has notice;

	(b)	not make any admission of liability or agree to any settlement or compromise of any such claim without the prior written consent of the Supplier (which shall not be unreasonably withheld or delayed); and

	(c)	at the Supplier’s request and expense, give the Supplier all reasonable assistance in connection with those negotiations and litigation.

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	19.4	Without prejudice to the above, the Supplier shall pay promptly any legal damages, costs and expenses incurred or suffered by HSBC and/or any other Service Recipient, including any financial awards against HSBC and/or any other Service Recipient in such action, which are attributable to any claim giving rise to a claim under the indemnity in this Agreement. Where such legal damages, costs and expenses are payable to third parties, the Supplier shall pay the equivalent amount to HSBC or the other relevant Service Recipient on or before the date on which HSBC or the other relevant Service Recipient is due to pay them to the third party. Where such costs and expenses are incurred internally the Supplier shall pay to HSBC and/or the other relevant Service Recipient such expenses or other amounts when notified by HSBC or Service Recipient to the Supplier or, if later, when incurred.

	19.5	In addition to the other provisions of this clause, should any aspect of the Services become, or in HSBC's opinion be reasonably likely to become, the subject of a claim of infringement of any Intellectual Property Right, the Supplier shall:

	(a)	procure for HSBC, and all relevant Service Recipients the right to continue using and/or receiving the Services (as appropriate); or

	(b)	replace or modify the Services (as appropriate) to make it non-infringing without affecting its performance or functionality.

	19.6	If the Supplier is unable to achieve the purpose in clauses 19.5(a) or 19.5(b) within one (1) month of the date on which the relevant aspect of the Services becomes subject to a claim of infringement or three (3) months of the date on which HSBC or the relevant HSBC Group Member has reasonably ceased the use of the relevant Services or any material part thereof on grounds that continued use might give rise to a claim of infringement (whichever first occurs) then, without prejudice to HSBC's or the other relevant Service Recipient's other rights and remedies, the Supplier will return to HSBC and the other relevant Service Recipient an equitable portion of all Charges paid in respect of the Services in question.

	20.	LIABILITY

	20.1	Neither party shall be liable to the other, in tort (including negligence), breach of contract, breach of statutory duty or otherwise due to, under and/or arising out of or in connection with this Agreement to the extent such loss or damage is consequential, indirect, special or punitive, whether or not that party had been advised of the likelihood of any such loss or damage.

	20.2	The liability of HSBC to the Supplier under or in connection with this Master Services Agreement whether arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause, not exceed [***] of the Charges paid and payable under this Agreement in respect of the calendar year in which the claim or first in a series of connected claims occurred.

	20.3	The liability of the relevant HSBC Contracting Party under or in connection with the relevant Local Services Agreement to which it is a party entered into pursuant to the terms of this Agreement, whether arising in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause, not exceed [***] of the Charges paid and payable under the relevant Local Services Agreement in respect of the calendar year in which the claim or first in a series of connected claims occurred. Unless it is a party to the relevant Local Services Agreement, HSBC shall have no liability under any Local Services Agreement.

	20.4	The aggregate liability of the Supplier to HSBC due to, under and/or arising out of or in connection with this Master Service Agreement in tort (including negligence), breach of contract, breach of statutory duty or otherwise shall, in respect of any claim or series of connected claims arising out of the same cause, not exceed the highest of:

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

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Schedule 7

Human Resources

	1.	structure

	1.1	This Schedule 7 is divided into four Parts and sets out provisions in relation to:

	(a)	the initial transfer of the Transferring Employees from HSBC and/or other HSBC Group Members to the Supplier under the Employment Regulations (Part 1);

	(b)	the initial recruitment of the Inscope Employees from HSBC and/or other HSBC Group Members by the Supplier in respect of circumstances where the Employment Regulations do not apply (Part 2);

	(c)	Key Personnel (Part 3); and

	(d)	the Re-Transfer of any employees from the Supplier to HSBC, any other HSBC Group Member or any Successor Supplier on Termination, Part Termination, cancellation or expiry of this Agreement or of any of the Services provided pursuant to it (Part 4).

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Part 1 Automatic Transfer of Transferring Employees

	2.	transfer of employment

	2.1	The parties acknowledge that the Employment Regulations may apply to a transaction contemplated by this Agreement. If the Employment Regulations apply, the contract of employment of each of the Transferring Employees assigned to the part of the business transferred by that transaction shall, subject to the relevant Local Services Agreement, have effect on and after the Relevant Transfer Date as if originally made with the Supplier instead of HSBC or the other relevant HSBC Group Member. With effect from the Relevant Transfer Date, all wages, salaries and entitlements to other contractual benefits (or, to the extent that it is not reasonably practicable to provide such contractual benefit, a benefit which is substantially equivalent) of the Transferring Employees who transfer pursuant to the Employment Regulations at that point (with the exception of pensions which shall be dealt with in the Local Services Agreement) and all the employer's liabilities in respect of the remuneration including but not limited to in respect of PAYE, tax deductions, social security payments and National Insurance contributions relating thereto and arising on or after the Relevant Transfer Date shall be discharged by the Supplier. HSBC and/or the other relevant HSBC Group Member shall be and remain liable for the payment of all such amounts accruing up to the Relevant Transfer Date and all necessary apportionments shall be made. In the case of benefits which accrue or are deemed to accrue during the financial year but fall to be paid after the Relevant Transfer Date by the Supplier HSBC or other relevant HSBC Group Member shall remain liable for the proportion of the Transferring Employees and/or Inscope Employees transferring that is equivalent to the proportion of the financial year that elapses up to and on the Relevant Transfer Date. The Supplier shall pay to the Transferring Employee and/or Inscope Employee as the case may be and HSBC or the other relevant HSBC Group Members shall reimburse the Supplier for that proportion

	2.2	Notwithstanding the acknowledgement and agreement in paragraph 2.1 of this Part 1, in the event that a court or tribunal determines that the Employment Regulations do not apply to a transaction contemplated by this Agreement the Supplier shall, subject to the relevant Local Services Agreement, with effect from the Relevant Transfer Date offer employment to each Transferring Employee on like terms and conditions to those on which they would have been employed by the Supplier had the Employment Regulations applied or, to the extent that it is not reasonably practicable to do so in respect of any such term, on terms which are substantially equivalent.

	2.3	Where a Transferring Employee accepts such an offer of employment made pursuant to paragraph 2.2 from the Supplier, HSBC shall, save in respect of confidentiality obligations, waive any post-termination restrictions contained in the contracts of employment of such Transferring Employee to the extent to which they would otherwise prevent that Transferring Employee from commencing employment with the Supplier.

	2.4	Pensions and Related Benefits: The provisions of the Local Services Agreement, shall apply with regard to the pensions and related benefits of the Transferring Employees.

	3.	employee information

	3.1	HSBC shall, at the request of the Supplier, deliver or make available to the Supplier within twenty-one (21) days following receipt of such request copies of all tax, PAYE, Social Security and/or National Insurance records and copies of any other documents or records (reasonably requested by the Supplier) which are relevant to the Transferring Employees.

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	3.2	HSBC shall preserve the originals of such records and/or documents for a period of at least six (6) years in respect of Transferring Employees in the UK (or such period as may be required by any relevant laws outside the UK) after the Relevant Transfer Date and shall allow the Supplier access to the same at all reasonable times to the extent necessary to enable the Supplier to deal with any matters relating to the Transferring Employees and shall as and when requested by the Supplier to do so, produce the same to the relevant authorities.

	3.3	Should HSBC wish to dispose of or destroy any such records or documents prior to the expiry of the period referred to in paragraph 3.2 of this Part 1, it shall not do so without informing the Supplier of its intention to do so and if the supplier so requests HSBC shall deliver to the Supplier such of the records or documents as the Supplier may reasonably request.

	4.	warranties

	4.1	HSBC shall no later than sixty (60) days prior to the signing of a Local Services Agreement in a Country disclose the following information about Transferring Employees:

	(a)	identity number, date of birth and commencement of employment;

	(b)	details of all remuneration payable and any other emoluments and benefits provided to all such persons, together with the terms upon which such remuneration, emoluments and benefits are payable;

	(c)	details of any other material terms and conditions of employment of such persons;

	(d)	details of any disciplinary action taken against and grievances raised by any Transferring Employees in the two (2) years prior to the Relevant Transfer Date (to the reasonable knowledge of HSBC's and the other relevant Group Member's Human Resources Department);

	(e)	details of any court or tribunal proceedings brought by any Transferring Employee in the two (2) years prior to the Relevant Transfer Date (or which HSBC's and the other relevant Group Member's Human Resources Department has reasonable grounds to believe may be brought by any Transferring Employee arising out of such employee's employment with HSBC or any other HSBC Group Member);

	(f)	information of any collective agreement which will have effect after a Relevant Transfer Date in its application to any Transferring Employee;

	(g)	copies of employment contracts and contractual policies, procedures, rules and regulations applicable to any Transferring Employees; and

	(h)	all material pensions documentation and information in respect of the Transferring Employees and the pension arrangements that they participated in immediately prior to the Relevant Transfer Date.

4.2

Where HSBC has provided information pursuant to paragraph 9.1 of this Part 1 HSBC shall promptly inform the Supplier of any changes to the same prior to the Relevant Transfer Date.

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4.3

Subject to the Disclosure Letter to the Local Services Agreement, HSBC shall make the following warranties on the Signature Date of the relevant Local Services Agreement and reserves the right to amend such letter on and up to any Relevant Transfer Date:

	(a)	the information at paragraph 4.1 is true, complete and accurate;

	(b)	the Local Services Agreement contains an exhaustive list of Transferring Employees;

	(c)	there is no existing or threatened or pending industrial or trade dispute involving HSBC or any other HSBC Group Member, and any of the Transferring Employees and, so far as HSBC is aware, there are no facts which might indicate that there may be any such dispute;

	(d)	so far as HSBC is aware, there are no current, pending or threatened claims of any type against it and/or any other HSBC Group Member and/or any pension scheme or trustee of any pension scheme operated by HSBC by any existing including but not limited to the Transferring Employees or former employee or worker who is or was employed or engaged in connection with the provision of the Services for HSBC or any other HSBC Group Member;

	(e)	there have been no changes to any of the terms and conditions of employment of any of the Transferring Employees which have been made in connection with the transfer of the Services to the Supplier pursuant to the terms of this Agreement, and neither HSBC nor any other HSBC Group Member has dismissed any employee in connection with such transfer. For the avoidance of doubt, this paragraph 4.3(e) will not prevent HSBC from taking any steps appropriate for the operation of its business;

	(f)	there are no agreements or arrangements (whether oral or in writing) between HSBC or any other HSBC Group Member, and any independent recognised trade union or any other representative of any Transferring Employees for collective bargaining purposes;

	(g)	neither HSBC nor any other HSBC Group Member is involved in negotiations to vary the terms and conditions of employment and/or pension benefits of the Transferring Employees, whether with the Transferring Employees or any Transferring Employees' representative, and has not made any representations, promises, offers or proposals to any of the Transferring Employees, or to any Transferring Employees' representative, concerning or affecting the terms and conditions of employment of any of the Transferring Employees;

	(h)	save for reimbursement of the benefits accruing up to the Relevant Transfer Date provided for in paragraph 2.1 herein, HSBC and any other relevant HSBC Group Member has discharged its obligations in full in relation to salary, wages, commission, bonuses, overtime pay, holiday pay, sick pay, pension contribution and all other benefits and emoluments relating to the Transferring Employees in respect of all periods up to and including the Relevant Transfer Date;

	(i)	HSBC and any other relevant HSBC Group Member has deducted from all emoluments paid to the Transferring Employees, in respect of all periods up to and including the Relevant Transfer Date, and accounted to the relevant authorities for all amounts properly deductible under all relevant tax regulations for the time being in force and all social security contributions at the rates for the time being in force;

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	(j)	there are no Transferring Employees who are currently the beneficiary of benefit payable under any long-term permanent health or long term disability insurance or who are being considered for such benefit; and

	(k)	there are no Transferring Employees who have been excluded from membership of a pension scheme operated by HSBC in contravention of any laws including but not limited to Article 141 of the Treaty of Rome and all legislation made in consequence of that Article.

	5.	indemnities

	5.1	HSBC shall indemnify the Supplier and keep it indemnified against each and every Employment Claim arising out of or relating to any claim by any Transferring Employee which arises as a result of any act or omission by HSBC or any other HSBC Group Member relating to their employment before the Relevant Transfer Date.

	5.2	Without prejudice to paragraph 5.1 above, HSBC shall indemnify the Supplier in the circumstances as set out in this paragraph 5.2.

(a)

This sub-paragraph operates in the following circumstances:

	(i)	if any person who is an employee of HSBC or any other HSBC Group Member, but not a Transferring Employee or an Inscope Employee, who claims that his contract of employment has transferred from HSBC or any other HSBC Group Member to the Supplier as a result of the Employment Regulations and claims that at the date of the claim, he is still employed by the Supplier, or would have been so employed had he not been dismissed by the Supplier, HSBC or any other HSBC Group Member; or

	(ii)	if any Transferring Employee claims that his contract of employment has not been transferred to the Supplier as a result of the Employment Regulations and claims that he is still employed by HSBC or any other HSBC Group Member as at the date of the claim.

(b)

In either of these events, the following process will apply:

	(i)	the Supplier and HSBC (or the other relevant HSBC Group Member), as the case may be, will notify the other within fourteen (14) days of becoming aware of any such claim;

	(ii)	the Supplier and HSBC (or the other relevant HSBC Group Member) will consult with each other with a view to resolving such claims;

	(iii)	within twenty-one (21) days of such notification, the Supplier (in the case of paragraph 5.2(a)(i) above) or HSBC or the other relevant HSBC Group Member (in the case of paragraph 5.2(a)(ii) above) may offer employment to such person;

	(iv)	within fourteen (14) days of the expiry of that twenty-one (21) day period, the other party may offer employment to such person;

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(v)

if, at the end of the periods set out in paragraphs 5.2(a)(i) to 5.2(b)(iv) (inclusive) above no such offer of employment has been made or such offer has been made but not accepted, then HSBC or the other relevant HSBC Group Member (in the case of paragraph 5.2(a)(i) above) or the Supplier (in the case of paragraph 5.2(a)(ii) above) may, having notified the other party in writing, terminate the employment of such person.

(c)

Subject to the Supplier complying fully with its obligations pursuant to the provisions of paragraph 5.2(b) above or acting in any other way as may be agreed between the parties, HSBC will indemnify the Supplier against all and any Employment Claims arising out of such termination of employment.

5.3

The indemnity provided in paragraph 5.2 of this Part 1 shall be limited in the following ways:

	(a)	it will cease to apply [***] after the Relevant Transfer Date if, by that date, no notice has been given pursuant to paragraph 5.2(b)(i) (above); and

	(b)	it will not apply to any liability which is created or increased by any act or omission of the Supplier save for the Supplier following the provisions of paragraph 5.2(b) above.

	5.4	Subject to paragraph 5.2 of this Part 1 and the terms of the Local Services Agreement, the Supplier shall indemnify and keep HSBC and any other HSBC Group Member indemnified against each and every Employment Claim arising out of or relating to any claim by any Transferring Employee which arises as a result of any act or omission by the Supplier whether before, on or after the Relevant Transfer Date.

	5.5	Subject to paragraph 5.6 of this Part 1, HSBC shall indemnify the Supplier and keep it indemnified against each and every Employment Claim arising from any failure of HSBC or any other HSBC Group Member to comply with its legal obligations relating to the provision of information and consultation under the Employment Regulations, save to the extent that such failure has arisen as a result of the Supplier's failure to comply with its legal obligations relating to the provision of information and consultation under the Employment Regulations and subject to the Supplier taking reasonable and appropriate steps to both defend against any claims arising from such failure and to minimise the liability flowing from such failure.

	5.6	The Supplier shall indemnify and keep indemnified HSBC and each other HSBC Group Member against each and every Employment Claim arising as a result of any failure by the Supplier to comply with its legal obligations relating to the provision of information and consultation under the Employment Regulations.

	5.7	In respect of the indemnities given in this Schedule:

(a)

the indemnified party shall give written notice to the indemnifying party as soon as is practicable of the details of any claim or proceedings brought or threatened against it by a third party in respect of which a claim will or may be made under the relevant indemnity;

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	(b)	the indemnifying party shall at its own expense have the exclusive right to defend, conduct and/or settle all claims and proceedings which may be brought by a third party to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact upon the indemnified party, the indemnifying party shall consult with the indemnified party and shall at all times keep the indemnified party informed of all material matters; and

	(c)	the indemnified party shall at the indemnifying party's expense, provide all reasonable assistance and documentation required by the indemnifying party in connection with, and act as or be joined as defendant in, any claim or proceedings brought by a third party. The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses (including but not limited to legal costs and disbursements) incurred in providing such cooperation or arising as a result of the indemnifying party's failure to defend, conduct and/or settle such claims and proceedings.

	6.	EMPLOYMENT OF TRANSFERRING EMPLOYEES

	6.1	The Supplier agrees that at all times the Transferring Employees shall be employed by the Supplier or a member of the Supplier's Group and that they shall not be employed by any third party entity outside the Supplier's Group.

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Part 2 Recruitment of Inscope Employees

	7.	EMPLOYEE INFORMATION AND RECRUITMENT PROCESS

	7.1	HSBC shall no later than sixty (60) days prior to the signature of a Local Services Agreement in a Country disclose the following information about the Inscope Employees:

	(a)	employee number, date of birth and commencement of employment;

	(b)	details of all remuneration payable and any other emoluments and benefits provided to all Inscope Employees, together with the terms upon which such remuneration, emoluments and benefits are payable;

	(c)	details of any other material terms and conditions of employment of such persons;

	(d)	copies of employment contracts and contractual policies, procedures, rules and regulations applicable to the Inscope Employees; and

	(e)	any relevant pensions information.

	7.2	Where HSBC has provided information pursuant to paragraph 9.1 of Part 4 HSBC shall promptly inform the Supplier of any changes to the same prior to the Relevant Transfer Date.

	7.3	The Supplier shall offer contracts of employment to all of the Inscope Employees prior to the Relevant Transfer Date on like terms and conditions to those which they were employed by HSBC immediately prior to the Relevant Transfer Date or, to the extent that it is not reasonably practicable to do so in respect of any terms, on terms which are not materially to the detriment of such Inscope Employees. All offers of employment shall have an employment commencement date which is the Relevant Transfer Date.

	7.4	Where an Inscope Employee accepts such an offer of employment from the Supplier, HSBC shall, save in respect of confidentiality obligations, waive any post-employment restrictions contained in the contracts of employment of any Inscope Employees to the extent to which they would otherwise prevent the Inscope Employees from commencing employment with the Supplier.

	7.5	HSBC provides no warranty, representation or recommendation to the Supplier as to the quality, credentials, qualifications, expertise or experience of any of the Inscope Employees.

	7.6	The Supplier agrees that those Inscope Employees who accept employment with the Supplier pursuant to this paragraph 7 shall at all times be employed by the Supplier or a member of the Supplier's Group and that they shall not be employed by any third party entity outside the Supplier's Group.

	7.7	For the avoidance of doubt, HSBC shall have no liability in connection with the employment of the Inscope Employees by the Supplier or a member of the Supplier's from the Relevant Transfer Date.

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Part 3 Key Personnel

	8.	key personnel

	8.1	The Supplier shall ensure that the Key Personnel devote substantially their whole time and effort to the performance of the Services for which they are designated Key Personnel.

	8.2	The Supplier shall take all reasonable steps to ensure that it retains the services of the Key Personnel, and will change individual Key Personnel only if:

	(a)	requested to do so by HSBC;

	(b)	that individual Key Personnel becomes unavailable for a period of three (3) months in any period of six (6) months due to ill health;

	(c)	that individual Key Personnel leaves the Supplier’s employment;

	(d)	in the ordinary course of business that individual Key Personnel applies for and is offered a transfer or promotion with the effect that he or she will no longer be involved in the provision of the Services, provided that the Supplier provides at least three (3) months' prior notice (or such lesser period as may be agreed between the parties) and before such transfer or promotion, the Supplier will use its reasonable endeavours to find a suitable replacement and to arrange for a reasonable handover period between the outgoing and incoming employee;

	(e)	the Services for which the individual is designated Key Personnel are completed to HSBC’s satisfaction;

	(f)	HSBC consents to the change, which consent will not be unreasonably withheld; or

	(g)	that individual Key Personnel is dismissed for serious or gross misconduct, or any other justifiable reason.

	8.3	If any of the Key Personnel become temporarily unavailable the Supplier shall, acting reasonably, take such steps as may be necessary to ensure the continuation of the Services.

	8.4	Before assigning a replacement employee to the role formerly undertaken by any Key Personnel the Supplier shall: (i) provide HSBC or the relevant HSBC Group Member with a curriculum vitae and any other information about the individual reasonably requested by HSBC or the relevant HSBC Group Member; and (ii) then introduce the individual to HSBC who will indicate within thirty (30) days after being introduced to that individual if it reasonably objects to the appointment of that individual as a member of Key Personnel, together with its reasons for such objections. If no such indication is received within that thirty (30) day period the individual will be deemed accepted as Key Personnel and the list in the relevant Local Services Agreement updated accordingly. If any such objection is received, the Supplier shall not assign the individual as Key Personnel.

	8.5	HSBC may request a change to the identity of any Key Personnel (either by the removal of an individual or individuals from the list of Key Personnel in the relevant Local Services Agreement or inclusion of other Supplier Personnel on the list of Key Personnel in the relevant Local Services Agreement) subject to the consent of the Supplier, such consent not to be unreasonably withheld or delayed.

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	8.6	The parties acknowledge that the Key Personnel are likely to have access to Confidential Information which is critical to HSBC's effectiveness and competitiveness. The Supplier shall ensure that no Key Personnel shall provide any services (whether similar or dissimilar to the Services) to any Competitor of HSBC during the term of this Agreement at any time while they remain Key Personnel or for a period of six (6) months thereafter.

	8.7	HSBC may require the Supplier to remove or procure the removal of any of the Key Personnel whom it considers to be unsatisfactory for any reason which has a material impact on such person’s responsibilities.

	8.8	If the Supplier replaces the Key Personnel as a consequence of this paragraph 8, the cost of effecting such replacement shall be borne by the Supplier.

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	3.4	To the extent necessary for the performance by the Supplier of its obligations under the Agreement and subject to HSBC's prior approval, HSBC shall provide, free of charge, access to the HSBC Systems specified in Schedule 17 (HSBC Contracts) via either a HSBC issued laptop computer or alternatively via citrix remote access, to those Supplier Personnel directly involved in delivering the Services to HSBC.

	4.	PREMISES/OFFICE FACILITIES

	4.1	HSBC shall provide, free of charge, to all Onsite Personnel: desks, chairs, access to printers, telephone, facsimile, photocopying, stationery, postage and security passes for the HSBC Premises in which they would normally operate (Host Building), as may be necessary to enable the Supplier to fulfil its obligations under this Agreement.

	4.2	For Onsite Personnel who are working from a number of HSBC Premises, a Host Building will be agreed in advance by HSBC and the Supplier and when such Onsite Personnel are working from their Host Building, the following shall be supplied by HSBC: desks, chairs, access to printers, telephone, facsimile, photocopying, stationery and postage as may be necessary to enable the Supplier to fulfil its obligations under this Agreement.

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	4.3	In the event that HSBC decides to relocate any of its HSBC Premises in which Onsite Personnel are based, HSBC will be responsible for the relocation of the furniture, technology, telephony and any files to the new building.

	5.	INPUT/OUTPUT DATA AND ERRORS

HSBC will co-operate with the Supplier in good faith to seek to address the resolution of errors, omissions or deficiencies in any HSBC System.

REGULATORY COMPLIANCE

In circumstances where HSBC requires the assistance of the Supplier or any Supplier Affiliate in order to enable it to maintain compliance with its obligations to such financial services Regulators, where such compliance has no relevance to the provision of the Services, HSBC will, using Reasonable Endeavours, promptly notify the Supplier of the assistance required which may include the requirement for the Supplier or relevant Supplier Affiliate to participate in any discussion or attend a meeting.

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Schedule 19

Retained Authority

DEFINITIONS AND INTRODUCTION

	1.1	The definitions used in this Schedule 19 are as set out in clause 1.2 of this Agreement.

	1.2	This Schedule 19 describes:

	1.2.1	the activities over which HSBC shall continue to retain full control and decision making authority (paragraph 2); and

	1.2.2	the main HSBC personnel roles and responsibilities relevant to HSBC's learning function and this Agreement.

RETAINED ACTIVITIES

HSBC shall:

2.1

retain decision making authority in relation to:

	2.1.1	[***]

	2.1.2	[***]

	2.1.3	[***]

	2.1.4	[***]

2.2

act as a partner to the business through:

	2.2.1	[***]

	2.2.2	[***]

	2.2.3	[***]

as part of the retained learning organisation structure; and

	2.3	[***]

	3.	HSBC ROLES AND RESPONSIBILITIES

	3.1	Global

Role	Accountable (within HSBC) for:	Responsible for:
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

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3.2

Regional

Role	Accountable (within HSBC) for:	Responsible for:
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

3.3

Local

Role	Accountable (within HSBC) for:	Responsible for:
[***]	[***]	[***]
[***]	[***]	[***]

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Schedule 20

Third Party Agreements

TARGET CONTRACTS

1.1

The parties have identified a number of third party contracts between HSBC and its Third Party Suppliers listed in Appendix 20-A (Target Contracts) which the parties intend will be terminated and replaced with a new contract between the Supplier and such third party (on the basis that the Supplier will continue to provide the services as previously provided under the Target Contract in question directly to HSBC and that there will be no payment of any termination related costs (each a Target Contract). The parties acknowledge that copies of all such Target Contracts have been provided to the Supplier prior to the Signature Date. The Supplier shall continue to negotiate contracts to replace the Target Contracts until the Key Milestone Date (Transition) number 1 (unless extended by agreement of the parties), at which point if agreement on the termination of the relevant Target Contract has not been reached, so as to enable the Supplier to assume responsibility for it, the Supplier shall either:

	1.1.1	agree to undertake the services directly as part of the Services, with the Target Contract then being terminated at no cost to HSBC; or

	1.1.2	agree to a novation of the Target Contract in accordance with paragraph 2 below; or

	1.1.3	if the Supplier does not accept such novation, or the relevant third party to the Target Contract does not consent to such novation (where such consent is required and cannot be compelled to be given), then unless otherwise agreed by HSBC, the Target Contract will become a Managed Contract to be managed by the Supplier in accordance with paragraph 3 below, and:

	1.1.3.1	the Charges will be reduced accordingly (with the parties acting in good faith to agree an equitable reduction); and

	1.1.3.2	there will be no impact on the guaranteed savings (as set out in Appendix 5-E (Guaranteed Savings) of Schedule 5 (Charges)).

NOVATING CONTRACTS

	2.1	HSBC will use Reasonable Endeavours to assign/transfer (both the benefit and burden) or novate (where such assignment/transfer or novation is referred to simply as "novation" in this Schedule) to the Supplier and the Supplier shall accept such novation of any existing contract which is identified in Appendix 20-B (Novating Agreements) or as may separately be agreed between the parties to be novated (each a Novating Agreement). As at the Signature Date, the parties acknowledge that there are no Novating Agreements, and it is not anticipated that any Novating Agreement will be identified other than pursuant to paragraph 1.1.2 above. Thereafter the Supplier shall be fully responsible for the services, acts and omissions of such third parties to such Novating Agreements and shall manage their performance pursuant to the terms of the Agreement.

	2.2	Unless the provisions of a Novating Agreement prescribes the form of agreement to be used to effect a novation, the parties shall use the standard form novation agreement set out at Schedule 22 (Standard Form Novation Agreement)

	2.3	If the consent of a third party is required to the novation of a Novating Agreement, HSBC shall use Reasonable Endeavours to obtain such consent and pay any costs in connection therewith. The Supplier shall use Reasonable Endeavours to assist HSBC as required to obtain such consent from a third party. Where the consent of a third party cannot be obtained, the parties will work together in good faith to find an alternative approach.

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	2.4	Third Party Suppliers who decline to co-operate with the planned termination or novation of their existing contracts on reasonable terms within the planned timeframe shall be identified by HSBC for discussion with the Supplier, and if required by HSBC shall become a Managed Supplier under a Managed Contract, provided that at a minimum the Charges will be reduced to the extent that HSBC continues to pay charges for relevant services under that Managed Contract.

	2.5	From the date of the relevant novation, the Supplier shall be fully responsible to such third parties who are the counterparties to the Novating Agreements for its obligations under the Novating Agreements and shall manage the performance of such third parties pursuant to the terms of this Agreement.

	2.6	The Supplier shall pay directly to the relevant third party (or reimburse HSBC in the case of any pre-payment of) any charges under any of the Novating Agreements novated to the Supplier where such charges are attributable to periods on and after the date of novation.

	2.7	The Supplier shall not withhold its consent to a partial novation in circumstances where this is appropriate to the Services provided by the Supplier.

MANAGED CONTRACTS

	3.1	HSBC has also designated certain Third Party Suppliers as Managed Suppliers and, prior to the Signature Date, provided a list of such Managed Suppliers to the Supplier. The current list of such Managed Suppliers is identified in Appendix 20-C (Managed Contracts and Managed Suppliers), which list may be updated by HSBC from time to time. HSBC shall, as soon as reasonably practicable following the Signature Date, also update Appendix 20-C to include the additional required information and such updates shall be provided to the Supplier. HSBC will provide the benefit of the Managed Contracts to the Supplier, and the Supplier will be responsible for managing such Managed Contracts, but the contractual relationship with the relevant Managed Suppliers will remain with HSBC.

	3.2	The Supplier shall manage each Managed Supplier in the performance of the Managed Contract in accordance with paragraph 3.6 (Managed Suppliers and Managed Contracts) of Schedule 3 (Services).

	3.3	Where a Target Contract becomes a Managed Contract, at the natural expiry of that Target Contract the parties will enter into good faith discussions to agree (operationally and commercially) how the services under that Target Contract will be incorporated into the Services. Where agreement cannot be reached, HSBC shall have the right to extend the term of the Target Contract and/or engage a third party to perform equivalent services, and in either case such extended or replacement contract shall continue to be managed by the Supplier as a Managed Contract.

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APPENDIX 20-A

Target Contracts

No	Counterparty	Title of Agreement	Date	General description of scope
1.	[***]	UK Services Supply Agreement Consultancy	Mar 11	HR Consultancy Services
2.	[***]	Global Services Supply Agreement Training	Jul 11	Bespoke and off the shelf e-learning modules
3.	[***]	Agreement for Provision of Professional Training Services	May 11	Financial Training Services
4.	[***]	UK Services Supply Agreement Training	Oct 11	Training Services
5.	[***]	Training Services Global Supply Agreement	Jul 09	Technical Training Services
6.	[***]	Professional Training Services Global Supply Agreement	Apr 13	Project Management Training
7.	[***]	Master Agreement for Supply of Training Services	May 07	Training Services
8.	[***]	Agreement for Consultancy Services	May 07	Training Services
9.	[***]	Training Services Global Supply Agreement	May 09	Insurance and Financial Qualifications
10.	[***]	Training Services Global Supply Agreement	Nov 11	Sales, Sales Management and Relationship Management Training
11.	[***]	Training Services Global Supply Agreement	Mar 11	Training Services
12.	[***]	Training Services Global Supply Agreement	Mar 07	Training Services]

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APPENDIX 20-B

Novating Agreements

The parties acknowledge that no Novating Agreements are proposed as at the Signature Date.

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APPENDIX 20-C

Managed Contracts and Managed Suppliers

No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
1	[***]	No contract/contract not yet identified
2	[***]	La Contratacion De Un Servico O Adquisicion De Un Bien	1/24/2012	1/24/2013
3	[***]	No contract/contract not yet identified
4	[***]	No contract/contract not yet identified
5	[***]	No contract/contract not yet identified
6	[***]	Contrat Cadre De Prestations	1/9/2012	8/31/2014
7	[***]	No contract/contract not yet identified
8	[***]	No contract/contract not yet identified
9	[***]	No contract/contract not yet identified
10	[***]	No contract/contract not yet identified
11	[***]	US Services Supply Agreement	5/11/2012	1/10/2015
12	[***]	Training Services Agreement	8/20/1999	12/31/2012
13	[***]	Ciudad Autonoma De Buenos Aries	1/4/2010	4/30/2014
14	[***]	No contract/contract not yet identified
15	[***]	No contract/contract not yet identified
16	[***]	Propriety Software License And Maintenance Agreement	8/11/1988	8/11/2018
17	[***]	No contract/contract not yet identified
18	[***]	No contract/contract not yet identified
19	[***]	No contract/contract not yet identified
20	[***]	No contract/contract not yet identified
21	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
22	[***]	No contract/contract not yet identified
23	[***]	No contract/contract not yet identified
24	[***]	No contract/contract not yet identified
25	[***]	No contract/contract not yet identified
26	[***]	No contract/contract not yet identified
27	[***]	No contract/contract not yet identified
28	[***]	No contract/contract not yet identified
29	[***]	No contract/contract not yet identified
30	[***]	No contract/contract not yet identified
31	[***]	No contract/contract not yet identified
32	[***]	No contract/contract not yet identified
33	[***]	No contract/contract not yet identified
34	[***]	No contract/contract not yet identified
35	[***]	Training Services Agreement	5/24/2013	8/14/2013
36	[***]	Training Services Agreement	2/25/2011	2/28/2014
37	[***]	Ciudad Autonoma De Buenos Aries	10/25/2011	2/5/2013
39	[***]	No contract/contract not yet identified
40	[***]	No contract/contract not yet identified
41	[***]	No contract/contract not yet identified
42	[***]	No contract/contract not yet identified
43	[***]	No contract/contract not yet identified	10/15/2011	8/17/2014
44	[***]	No contract/contract not yet identified
45	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
46	[***]	No contract/contract not yet identified
47	[***]	No contract/contract not yet identified
48	[***]	No contract/contract not yet identified
49	[***]	No contract/contract not yet identified
50	[***]	No contract/contract not yet identified
51	[***]	No contract/contract not yet identified
52	[***]	No contract/contract not yet identified
53	[***]	Consulting Agreement	12/31/2013	12/2/2009
54	[***]	No contract/contract not yet identified
55	[***]	No contract/contract not yet identified
56	[***]	No contract/contract not yet identified
57	[***]	No contract/contract not yet identified
58	[***]	No contract/contract not yet identified
59	[***]	No contract/contract not yet identified
60	[***]	No contract/contract not yet identified
61	[***]	No contract/contract not yet identified
62	[***]	No contract/contract not yet identified
63	[***]	No contract/contract not yet identified
64	[***]	No contract/contract not yet identified
65	[***]	No contract/contract not yet identified
66	[***]	No contract/contract not yet identified
67	[***]	Training Services Global Supply Agreement	7/1/2011	6/30/2014
68	[***]	Vantage One License Agreement	2/12/1997	1/25/2018

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
69	[***]	No contract/contract not yet identified
70	[***]	No contract/contract not yet identified
71	[***]	No contract/contract not yet identified
72	[***]	Consulting Agreement	3/1/2012	12/31/2013
73	[***]	Services Supply Agreement	1/1/2010	12/31/2013
74	[***]	No contract/contract not yet identified
75	[***]	Services Supply Agreement	5/22/2013	11/30/2013
76	[***]	No contract/contract not yet identified
77	[***]	No contract/contract not yet identified
78	[***]	No contract/contract not yet identified
79	[***]	No contract/contract not yet identified
80	[***]	No contract/contract not yet identified
81	[***]	Entre Les Soussignes	7/1/2007	12/31/2008
82	[***]	Egitim Sozlesmesi	9/1/2012	12/31/2013
83	[***]	Training Services Global Supply Agreement	2/4/2012	4/30/2015
84	[***]	No contract/contract not yet identified
85	[***]	No contract/contract not yet identified
86	[***]	No contract/contract not yet identified
87	[***]	No contract/contract not yet identified
88	[***]	US Services Supply Agreement	01/06/2012	01/06/2016
89	[***]	Instrumento Particular De Distrato Ao Contrato De Prestação De Serviços De Cobrança	01/08/1009	07/31/2013
90	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
91	[***]	No contract/contract not yet identified
92	[***]	Egitim Sozlesmesi	12/16/2011	12/16/2013
93	[***]	No contract/contract not yet identified
94	[***]	No contract/contract not yet identified
95	[***]	No contract/contract not yet identified
96	[***]	No contract/contract not yet identified
97	[***]	Services Supply Agreement	11/25/2012	11/25/2013
98	[***]	No contract/contract not yet identified
99	[***]	No contract/contract not yet identified
100	[***]	No contract/contract not yet identified	6/19/2008	12/31/2011
101	[***]	Services Supply Agreement	1/20/2012	1/19/2014
102	[***]	UK Services Supply Agreement	5/12/2011	5/12/2014
103	[***]	No contract/contract not yet identified
104	[***]	No contract/contract not yet identified
105	[***]	No contract/contract not yet identified
106	[***]	Novation Agreement	22/11/2010	21/02/2013
107	[***]	Contrato De Prestacao De Servicos E Outras Avencas	15/08/2011	14/08/2013
108	[***]	No contract/contract not yet identified
109	[***]	No contract/contract not yet identified
110	[***]	No contract/contract not yet identified
111	[***]	No contract/contract not yet identified
112	[***]	No contract/contract not yet identified
113	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
114	[***]	No contract/contract not yet identified
115	[***]	No contract/contract not yet identified
116	[***]	No contract/contract not yet identified
117	[***]	No contract/contract not yet identified
118	[***]	Contrat De Prestations	30/11/2012	31/07/2014
119	[***]	No contract/contract not yet identified	20/12/2010	30/09/2013
120	[***]	No contract/contract not yet identified
121	[***]	Consulting Agreement	26/09/2005	31/12/2010
122	[***]	No contract/contract not yet identified
123	[***]	No contract/contract not yet identified
124	[***]	No contract/contract not yet identified
125	[***]	No contract/contract not yet identified
126	[***]	Contrato De Prestacao De Servicos E Outras Avencas	1/2/2011	30/04/2012
127	[***]	No contract/contract not yet identified
128	[***]	No contract/contract not yet identified
129	[***]	No contract/contract not yet identified
130	[***]	No contract/contract not yet identified
131	[***]	Contrato Marco De Prestación De Servicios	01/05/2012	31/03/2015
132	[***]	No contract/contract not yet identified
133	[***]	Corporate Learning Service Seat Licence Order Form	15/12/2010	14/12/2013
134	[***]	No contract/contract not yet identified
135	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
136	[***]	No contract/contract not yet identified
137	[***]	No contract/contract not yet identified
138	[***]	Perjanjian Kerjasama	01/04/2012	31/03/2013
139	[***]	No contract/contract not yet identified
140	[***]	No contract/contract not yet identified
141	[***]	No contract/contract not yet identified
142	[***]	No contract/contract not yet identified
143	[***]	No contract/contract not yet identified
144	[***]	No contract/contract not yet identified
145	[***]	No contract/contract not yet identified
146	[***]	Education Service Agreement	05/12/2008	31/12/2013
147	[***]	No contract/contract not yet identified
148	[***]	No contract/contract not yet identified
149	[***]	Caratula De Autorizacion De Documento Legal	01/05/2012	30/04/2013
150	[***]	No contract/contract not yet identified
151	[***]	No contract/contract not yet identified
152	[***]	No contract/contract not yet identified
153	[***]	No contract/contract not yet identified
154	[***]	No contract/contract not yet identified
155	[***]	No contract/contract not yet identified
156	[***]	No contract/contract not yet identified
157	[***]	No contract/contract not yet identified
158	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
159	[***]	No contract/contract not yet identified
160	[***]	No contract/contract not yet identified
161	[***]	No contract/contract not yet identified
162	[***]	Training Services Global Supply Agreement	02/03/2009	28/12/2012
163	[***]	Training Services Global Supply Agreement	29/10/2012	28/10/2014
164	[***]	No contract/contract not yet identified
165	[***]	No contract/contract not yet identified
166	[***]	No contract/contract not yet identified	22/09/2010	31/12/2013
167	[***]	Consulting Agreement	01/01/2009	31/12/2013
168	[***]	No contract/contract not yet identified
169	[***]	Adoption Agreement To The US Maintenance and Supply	28/05/2009	12/02/10
170	[***]	Consultancy Service Agreement	19/02/2007	19/02/2013
171	[***]	No contract/contract not yet identified
172	[***]	No contract/contract not yet identified
173	[***]	No contract/contract not yet identified
174	[***]	No contract/contract not yet identified
175	[***]	No contract/contract not yet identified
176	[***]	No contract/contract not yet identified
177	[***]	Consulting Agreement	01/01/2009	31/12/2013
178	[***]	Services Supply Agreement ( Training )	06/08/2012	05/08/2014
179	[***]	No contract/contract not yet identified		21/06/2015
180	[***]	No contract/contract not yet identified
181	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
182	[***]	No contract/contract not yet identified
183	[***]	No contract/contract not yet identified
184	[***]	Amendment Number Three to the Services Supply Agreement ( Consultancy )	23/12/2008	31/12/2013
185	[***]	Penggunna Jasa Perberian Pelatihan BSMR / LSPP Antara	01/04/2012	31/03/2013
186	[***]	No contract/contract not yet identified
187	[***]	No contract/contract not yet identified
188	[***]	No contract/contract not yet identified
189	[***]	No contract/contract not yet identified	01/01/2011	31/01/2013
190	[***]	Contracto De Prestcion De Services	11/07/2011	11/07/2014
191	[***]	No contract/contract not yet identified
192	[***]	Supply Of Training Services	05/27/2004	05/31/2013
193	[***]	No Contract/Contract Not Yet Identified
194	[***]	Services Supply Agreement	01/20/2012	01/19/2014
195	[***]	No contract/contract not yet identified
196	[***]	Caratula De Autorizacion De Documento Legal	07/01/2011	06/01/2014
197	[***]	No Contract/Contract Not Yet Identified
198	[***]	Supply And Service Agreement	07/28/2011	07/28/2014
199	[***]	Alcance De La Propuesta		06/01/2013
200	[***]	No contract/contract not yet identified
201	[***]	No contract/contract not yet identified
202	[***]	No contract/contract not yet identified
203	[***]	Supply Of Training Services	03/21/2002	12/31/2013

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
204	[***]	No contract/contract not yet identified
205	[***]	No contract/contract not yet identified
206	[***]	No contract/contract not yet identified
207	[***]	No contract/contract not yet identified
208	[***]	No contract/contract not yet identified
209	[***]	Contrato Marco De Prestación De Servicios	03/31/2010	01/15/2014
210	[***]	No contract/contract not yet identified
211	[***]	No contract/contract not yet identified
212	[***]	Services Supply Agreement	08/30/2011	08/29/2014
213	[***]	No contract/contract not yet identified
214	[***]	No contract/contract not yet identified
215	[***]	Caratula De Autorizacion De Documento Legal	08/13/2007	12/31/2013
216	[***]	No contract/contract not yet identified
217	[***]	No contract/contract not yet identified
218	[***]	No contract/contract not yet identified
219	[***]	No contract/contract not yet identified
220	[***]	No contract/contract not yet identified
221	[***]	No contract/contract not yet identified
222	[***]	No contract/contract not yet identified
223	[***]	No contract/contract not yet identified
224	[***]	No contract/contract not yet identified
225	[***]	Caratula De Autorizacion De Documento Legal	05/01/2012	03/31/2015
226	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
227	[***]	No contract/contract not yet identified
228	[***]	No contract/contract not yet identified
229	[***]	No contract/contract not yet identified
230	[***]	No contract/contract not yet identified
231	[***]	No contract/contract not yet identified
232	[***]	Caratula De Autorizacion De Documento Legal	11/01/2008	10/31/2014
233	[***]	No contract/contract not yet identified
234	[***]	Caratula De Autorizacion De Documento Legal	04/01/2012	04/01/2015
235	[***]	No contract/contract not yet identified
236	[***]	No contract/contract not yet identified
237	[***]	No contract/contract not yet identified
238	[***]	No contract/contract not yet identified
239	[***]	No contract/contract not yet identified
240	[***]	No contract/contract not yet identified
241	[***]	No contract/contract not yet identified
242	[***]	No contract/contract not yet identified
243	[***]	No contract/contract not yet identified
244	[***]	Contrato Marco De Prestación De Servicios	07/01/2012	06/30/2015
245	[***]	No contract/contract not yet identified
246	[***]	Training Services Global Supply Agreement	09/02/2008	12/28/2012
247	[***]	Master Agreement For Supply Of Training Services	12/18/2006	12/18/2007
248	[***]	No contract/contract not yet identified
249	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
250	[***]	Caratula De Autorizacion De Documento Legal	03/01/2011	03/01/2015
251	[***]	No contract/contract not yet identified
252	[***]	No contract/contract not yet identified
253	[***]	No contract/contract not yet identified
254	[***]	Services Supply Agreement	01/20/2012	01/19/2014
255	[***]	No contract/contract not yet identified
256	[***]	No contract/contract not yet identified
257	[***]	No contract/contract not yet identified
258	[***]	No contract/contract not yet identified
259	[***]	US Hosted Service Agreement	03/23/2011	03/31/2014
260	[***]	No contract/contract not yet identified
261	[***]	No contract/contract not yet identified
262	[***]	No contract/contract not yet identified
263	[***]	No contract/contract not yet identified
264	[***]	No contract/contract not yet identified
265	[***]	No contract/contract not yet identified
266	[***]	No contract/contract not yet identified
267	[***]	No contract/contract not yet identified
268	[***]	No contract/contract not yet identified
269	[***]	No contract/contract not yet identified
270	[***]	No contract/contract not yet identified
271	[***]	Training Services Global Supply Agreement	11/30/2005	11/30/2011
272	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
273	[***]	No contract/contract not yet identified
274	[***]	No contract/contract not yet identified
275	[***]	Consulting Agreement	05/28/2009	12/31/2013
276	[***]	No contract/contract not yet identified
277	[***]	No contract/contract not yet identified
278	[***]	No contract/contract not yet identified
279	[***]	No contract/contract not yet identified
280	[***]	No contract/contract not yet identified
281	[***]	No contract/contract not yet identified
282	[***]	No contract/contract not yet identified	01/19/2011	12/31/2012
283	[***]	No contract/contract not yet identified
284	[***]	Prestacion De Servicios De Capacitacion	10/17/2006	12/31/2013
285	[***]	Consulting Agreement	03/31/2004	12/31/2014
286	[***]	No contract/contract not yet identified
287	[***]	No contract/contract not yet identified
288	[***]	Alcance De La Propuesta	04/03/2013	3/31/2014
289	[***]	Master Agreement For Supply of Training Services	09/18/2004	8/31/2013
290	[***]	No contract/contract not yet identified
291	[***]	Training Services Global Supply Agreement	03/31/2011	03/30/2014
292	[***]	No contract/contract not yet identified
293	[***]	No contract/contract not yet identified
294	[***]	No contract/contract not yet identified
295	[***]	No contract/contract not yet identified

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No	Name of Managed Supplier	Title of Managed Contract	Date	Termination date
296	[***]	No contract/contract not yet identified
297	[***]	Prestacion De Servicios De Capacitacion	01/31/2008	12/31/2013
298	[***]	No contract/contract not yet identified
299	[***]	No contract/contract not yet identified
300	[***]	No contract/contract not yet identified
301	[***]	No contract/contract not yet identified
302	[***]	No contract/contract not yet identified
303	[***]	No contract/contract not yet identified
304	[***]	No contract/contract not yet identified
305	[***]	Caratula De Autorizacion De Documento Legal	03/01/2011	03/01/2015
306	[***]	No contract/contract not yet identified
307	[***]	Services Supply Agreement	05/01/2011	05/01/2016
308	[***]	No contract/contract not yet identified
309	[***]	Services Supply Agreement	01/20/2012	01/19/2014
310	[***]	No contract/contract not yet identified
311	[***]	Services Supply Agreement	01/20/2012	01/19/2014
312	[***]	No contract/contract not yet identified
313	[***]	UK Services Supply Agreement	11/16/2012	08/22/2013

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Schedule 21

Guarantee

THIS GUARANTEE is entered into this day of 2013

BETWEEN

	(1)	HSBC Holding plc a company incorporated in England & Wales (registered number 617987) and whose registered office is at 8 Canada Square, London, E14 5HQ (HSBC); and

	(2)	[Name of parent (guarantor) company] a company incorporated in England & Wales (registered number [ ]) and whose registered office is at [ ] ( Guarantor).

BACKGROUND:

	A.	[Name of the Supplier], a wholly owned subsidiary of the Guarantor incorporated in in England & Wales (registered number [ ]) and whose registered office is at [ ](Supplier) and HSBC have entered into an agreement for the provision of global learning outsourced services dated 2013 (the Agreement).

	B.	In consideration for the entry into the Agreement by HSBC and the Supplier, the Guarantor agrees to undertake certain obligations set out below in this guarantee (Guarantee).

In consideration for £1 paid by HSBC to the Guarantor, receipt of which is hereby acknowledged, NOW IT IS AGREED as follows:

INTERPRETATION

1.1

In this Guarantee, any reference to:

	1.1.1	clauses or parties are to the clauses of and/or the parties to this Guarantee, respectively;

	1.1.2	(unless the context requires otherwise) words in the singular include the plural and vice versa and any gender includes a reference to all other genders; and

	1.1.3	terms not defined in this Guarantee but defined in the Agreement shall have the meaning given to them in the Agreement.

1.2

The headings are for convenience only and shall not affect the interpretation of this Guarantee.

GUARANTOR'S OBLIGATIONS

2.1

The Guarantor agrees:

	2.1.1	to guarantee to HSBC the due and punctual payment by the Supplier of all sums due under the Agreement and the due performance and observance of all the Supplier’s obligations under it;

	2.1.2	to indemnify HSBC against all sums that become payable to HSBC and/or any HSBC Contracting Party under the Agreement or any Local Services Agreement entered into pursuant to its terms (and against all loss, damage, liabilities, claims, proceedings (whether civil or criminal), penalties, actions, fines or other sanctions, judgments, costs and expenses that may arise or occur or that HSBC may sustain as a consequence of it entering into the Agreement or a Local Services Agreement); and

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2.1.3

that the Guarantor’s liability under this guarantee and indemnity shall not be varied, diminished, prejudiced or discharged in any way by HSBC holding or taking any other or further securities or by granting any time or other indulgence to the Guarantor, the Supplier or any other guarantor or indemnifier or by any variation or alteration of the terms of the Agreement or by the Guarantor omitting to prove or maintain any right of proof or enforce payment of any dividend or composition, and that the liquidation or insolvency of the Supplier shall not affect or determine the Guarantor’s liability hereunder.

	2.2	The Guarantor's liability to HSBC shall not exceed the Supplier's liability to HSBC under the Agreement and the Local Services Agreements entered into pursuant to its terms.

	2.3	In any proceedings brought by HSBC under this Guarantee, the Guarantor shall be entitled:

	2.3.1	to rely on any limitation of liability in the Agreement;

	2.3.2	to raise the equivalent rights in defense of liability as the Supplier would have had against HSBC and/or the relevant HSBC Contracting Party under the Agreement; and

	2.3.3	to rely on any counterclaim the Supplier may have against HSBC.

2.4

For the purposes of this Guarantee, HSBC will be entitled to recover the losses of any HSBC Contracting Party or other Service Recipient as if such losses had been suffered by HSBC itself.

Notices

All notices given in relation to this Guarantee shall be given in writing (including where agreed by email) and shall be sent to the following:

3.1

for the attention of: Chief Procurement Officer

8 Canada Square, London E14 5HQ

fax: 44 (0)20 79924818

3.2

for the attention of: [role]

[address]

[fax:]

THIRD PARTIES

Unless the right of enforcement is expressly granted in the Agreement, it is not intended that any provision of this Guarantee shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Guarantee.

COUNTERPARTS

This Guarantee may be executed in any number of counterparts but shall not be effective until each party has executed at least one counterpart. Each counterpart when executed shall be an original, but all the counterparts together shall constitute one document.

FURTHER ASSURANCE

Each party shall do, execute and perform such further acts, things, deeds and documents as may from time to time be required to give full legal and practical effect to this Guarantee.

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ENTIRE AGREEMENT

This Guarantee represents the entire terms agreed between the parties in relation to its subject matter.

GOVERNING LAW AND JURISDICTION

This Guarantee shall be governed by and construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English courts.

IN WITNESS of which this Guarantee has been duly executed by the parties.

SIGNED for and on behalf of HSBC Holdings plc

Signature:

Full Name:

Position:

Date:

SIGNED for and on behalf of [Guarantor]

Signature:

Full Name:

Position:

Date:

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

Schedule 22

Standard Form Novation Agreement

THIS NOVATION AGREEMENT is entered into this day of 20

BETWEEN

	(1)	[insert] (the Outgoing Party);

	(2)	[insert] (the Continuing Party); and

	(3)	[insert] (the Incoming Party).

BACKGROUND:

	A.	The Outgoing Party and the Continuing Party entered into an agreement dated [*Note: insert date] for the purpose of [Note: insert purpose - in most circumstances this will be "*for the provision of certain learning services"] (the Contract), a copy of which is set out in the annex to this Novation Agreement.[Note: annex will need to be added at the end of the document.]

	B.	[*Note:*

	on entry, where an HSBC Contracting Party is the 'Outgoing Party', the following recital should be included here: "The Outgoing Party and the Incoming Party entered into a master services agreement for the provision of certain global learning services dated [Note: insert date] (the MSA) in respect of which the Continuing Party [provides certain learning services/grants certain licences]."

	OR

	on exit, where the Supplier (GP) is the 'Outgoing Party', the following recital should be included here instead: "The Outgoing Party and [Note: insert relevant HSBC entity] (HSBC) entered into an agreement dated [Note: insert date] for the provision of global learning services (the HSBC Agreement). HSBC now wishes to appoint the Incoming Party to provide services which are the same or similar to the services provided under the HSBC Agreement, and as a result, the Contract shall be novated from the Outgoing Party to the Incoming Party."]

The Outgoing Party wishes to be released from and the Incoming Party wishes to assume and perform the obligations of the Outgoing Party under the Contract and the Continuing Party agrees to give such release on the terms set out in this novation agreement (the Novation Agreement).

IT IS NOW AGREED as follows:

	1.	With effect from [enter date] (the Novation Date):

	1.1	The Outgoing Party shall cease to be a party to the Contract and the Incoming Party shall be entitled to all rights of the Outgoing Party thereunder whether arising on or after the Novation Date as if the Incoming Party had at all times been a party to the Contract. The Outgoing Party shall remain responsible for and be bound by all obligations, undertakings and liabilities and shall be entitled to any benefits arising before the Novation Date as if it had remained a party to the Contract.

	1.2	[*Note:*

on entry, where HSBC is the 'Outgoing Party', include the following clause: "Notwithstanding the novation of the Contract, the services provided under the Contract by the Continuing Party shall continue to be provided for and on behalf of the Outgoing Party and its business, and the Continuing Party agrees that any licences/scope of use provisions in the MSA shall be extended for this purpose, if necessary."

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	OR

	on exit, where the Supplier (GP) is the 'Outgoing Party', include the following clause: "Notwithstanding the novation of the Contract, the services provided under the Contract by the Continuing Party shall continue to be provided for and on behalf of HSBC and HSBC's business, and the Continuing Party agrees that any licences/scope of use provisions in the Contract shall be extended for this purposes, if necessary."]

	1.3	In consideration of the undertakings given by the Outgoing Party pursuant to this Novation Agreement, the Incoming Party undertakes with the Outgoing Party and the Continuing Party to observe, perform, discharge and be bound by all obligations, undertakings and liabilities of the Outgoing Party arising under the Contract in substitution for the Outgoing Party whether arising on or after the Novation Date, as if the Incoming Party had at all times been a party to the Contract.

	1.4	In consideration of the undertakings given by the Incoming Party pursuant to this Novation Agreement and of the payment by the Incoming Party to the Continuing Party of the sum of one pound sterling (£1) (the receipt and sufficiency of which are hereby acknowledged), the Continuing Party hereby releases and discharges the Outgoing Party from the further performance of all its obligations, undertakings and liabilities under the Contract arising on or after the Novation Date and accepts the like obligations, undertakings and liabilities of the Incoming Party in place thereof, and the Incoming Party hereby undertakes to indemnify and hold the Continuing Party harmless in respect of any loss, damage or expense for which the Outgoing Party would have been liable but for the release and discharge referred to herein.

	1.5	[*Note: on exit, where the Supplier (GP) is the 'Outgoing Party', include the following clause: "*The Outgoing Party shall indemnify and keep indemnified the Incoming Party from and against all and any loss, damage or expense which the Incoming Party may suffer or incur as a result of or in connection with any breach or any act or omission of the Outgoing Party in connection with the Contract prior to the Novation Date. Subject to this indemnity, all costs and expenses in relation to the transferring of the Contract:

	1.5.1	relating to the period prior to the Novation Date shall be borne by the Outgoing Party; and

	1.5.2	on and following the Novation Date, up to and including the date of expiry or termination of the Contract (as applicable), shall be borne by the Incoming Party."]

	1.6	The Continuing Party and the Incoming Party hereby agree that, as from the Novation Date, all references in the Contract to the Outgoing Party shall be read and construed as references to the Incoming Party[ (but subject always to the provisions of clause 1.2 above)Note: include wording in brackets where either HSBC, on entry, or the Supplier (GP), on exit, is the 'Outgoing Party''.].

	1.7	Save as expressly provided in this Novation Agreement, all other provisions of the Contract shall remain in full force and effect and binding on the parties thereto, insofar as the same are in force and effect and binding on those parties immediately prior to the Novation Date.

	1.8	Nothing in this Novation Agreement shall affect any rights or remedies of any party that have accrued to it prior to the Novation Date.

	1.9	No other term of the Contract is affected, amended or varied by this Novation Agreement.

	2.	[Note:

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	*on entry, where HSBC is the 'Outgoing Party, include the following clause* "The Continuing Party hereby acknowledges and agrees that if, for any reason, the MSA between the Incoming Party and the Outgoing Party is terminated for whatever reasons, the Outgoing Party may require the Contract to be novated back to the Outgoing Party. The Continuing Party shall consent to such novation on substantially the same terms as those contained in this Novation Agreement, without prejudice to any accrued rights which the Continuing Party may have in respect of any breach by the Incoming Party of the terms of this Novation Agreement up to the point of transfer back to the Outgoing Party."

	OR

	*on exit, where the Supplier (GP) is the 'Outgoing Party, include the following clause* "'The Continuing Party hereby acknowledges and agrees that if, for any reason, the HSBC Agreement between the Incoming Party and HSBC is terminated for whatever reasons, HSBC may require the Contract to be novated HSBC or a replacement service provider. The Continuing Party shall consent to such novation on substantially the same terms as those contained in this Novation Agreement, without prejudice to any accrued rights which the Continuing Party may have in respect of any breach by the Incoming Party of the terms of this Novation Agreement up to the point of transfer to HSBC or a replacement service provider."]

	3.	The Continuing Party, the Outgoing Party and the Incoming Party agree to keep confidential the existence and terms of this Novation Agreement save that, for the avoidance of doubt, they and their legal advisors may make a disclosure when under a legal or regulatory obligation (provided that, where reasonably practicable and without breaking any legal or regulatory obligation, two (2) days' prior written notice is provided by the party making the disclosure to the other two parties) to do so, or to their respective professional advisors, auditors or insurers or in order to secure compliance with this Novation Agreement in the event of a breach by the other party (provided always that such third parties are placed under and comply with obligations of confidentiality no less onerous than those set out herein). The provision of confidentiality contained herein shall not apply to the extent that the information comprising the subject matter of this clause 3 falls into the public domain without breach by a party of an obligation under this Novation Agreement, or is otherwise acquired from a third party who owes no obligation in respect of the information.

	4.	This Novation Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

	5.	Nothing in this Novation Agreement confers, or purports to confer, on any third party any benefit or any right to enforce any term of this Novation Agreement, and the provisions of the Contracts (Rights of Third Parties) Act 1999 (as amended or modified from time to time) shall not apply [Note: Where an HSBC Contracting Party is not a party this this Novation Agreement and the Supplier is the Outgoing Party (i.e. on exit), include the following:", save that HSBC may enforce any term of this Novation Agreement which is expressly or implicitly intended for HSBC's or its business' benefit."]

	6.	Each party warrants that this Novation Agreement constitutes its legal, valid and binding obligation, that it has full power and authority to enter into and perform and has taken all necessary action to authorise its entry into and performance of this Novation Agreement.

	7.	Each of the parties shall pay its own costs in relation to the negotiation, agreement and completion of this Novation Agreement and in relation to any legal documentation arising out of this Novation Agreement.

	8.	This Novation Agreement shall be governed by the same laws as the Contract and the parties agree to accept the same forum as therein provided for the resolution of any matter arising hereunder.

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

[Note: Include the wording in square brackets (i) on entry, where HSBC is the Outgoing Party, in which case refer to the 'MSA'; or (ii) on entry, where the Supplier (GP) is the 'Outgoing Party', in which case refer to the 'HSBC Agreement' ); otherwise delete as appropriate.] Save in respect of any terms set out in the [Note: insert reference to MSA/HSBC Agreement in line with the above guidance (which terms shall apply only as between the Outgoing Party and the Incoming Party), t/T]his Novation Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Novation Agreement and all other terms, statements or undertakings are expressly excluded. The parties acknowledge that in entering into this Novation Agreement they are not relying upon any statement or representation made by or on behalf of the other party, whether or not in writing, at any time prior to the execution of this Novation Agreement, which is not expressly set out in this Novation Agreement. The foregoing does not exclude or limit any party's liability for any fraudulent misrepresentation upon which any party can prove it relied.

IN WITNESS of which this Novation Agreement has been duly executed by the parties.

SIGNED for and on behalf of

[Outgoing Party]

Signature:

Full Name:

Position:

Date:

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

SIGNED for and on behalf of

[Continuing Party]

Signature:

Full Name:

Position:

Date:

SIGNED for and on behalf of

[Incoming Party]

Signature:

Full Name:

Position:

Date:

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

Annex

[Note: insert copy of the Contract described in recital A.]

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

Schedule 23

Local Services Agreement

THIS LOCAL SERVICES AGREEMENT is entered into this day of 20[xx]

BETWEEN

	(1)	[HSBC Contracting Party] a company incorporated in [*Note: insert country] (registered number [Note: insert number] whose registered office is at [Note: insert address] (the HSBC Contracting Party*); and

	(2)	[Supplier Contracting Party] a company incorporated in [*Note: insert country] (registered number [Note: insert number] whose registered office is at [Note: insert address] (the Supplier Contracting Party*).

BACKGROUND:

	1	HSBC Holdings plc and [*Note: insert Supplier MSA contracting party] have entered into a Master Services Agreement for the provision of global learning services, dated [Note: insert MSA signature date] 2013 (the MSA*).

	2	Pursuant to the MSA, the HSBC Contracting Party and the Supplier Contracting Party now wish to enter into this Local Services Agreement to enable the HSBC Contracting Party to take the benefit of the MSA and receive the Services from the Supplier Contracting Party subject to its terms.

	3	Certain of the Services to be provided pursuant to the MSA will be provided by the Supplier Contracting Party in [*Note: insert the name of the country in question] (the Country*).

	4	The HSBC Contracting Party and the Supplier Contracting Party wish to facilitate local to local contracting and invoicing, by way of this Local Services Agreement.

IT IS NOW AGREED as follows:

BENEFIT OF THE LOCAL SERVICES AGREEMENT

The Supplier Contracting Party and the HSBC Contracting Party agree as follows:

	1.1	the Services to be provided by the Supplier Contracting Party to the HSBC Contracting Party shall be provided to the HSBC Contracting Party on the basis that the HSBC Contracting Party takes the benefit of the Services subject to the terms and conditions of the MSA and the Contracts (Rights of Third Parties) Act 1999 as the same may be amended or re-enacted from time to time;

	1.2	any issues of liability of the Supplier Contracting Party to the HSBC Contracting Party shall be subject to the limitations and exclusions contained in the MSA;

	1.3	this Local Services Agreement shall be exclusively governed by, and construed in accordance with the laws of England and Wales save as may be explicitly stated to the contrary in this Local Services Agreement; and

	1.4	the HSBC Contracting Party and the Supplier Contracting Party submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of this Local Services Agreement and/or the MSA.

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

	2.	PROVISION OF LOCAL SERVICES

	2.1	As set out in clause 2.3 (Engagement) of the MSA, this Local Services Agreement is entered into so as to address:

	2.1.1	specific Services related requirements applicable to the Country; and/or

	2.1.2	so as to address any mandatory legal requirements applicable to the Country.

	2.2	These local Services requirements and associated variations to or additions to the MSA are set out in the schedules to this Local Services Agreement.

	2.3	If applicable mandatory Laws require the inclusion of a particular provision in this Local Services Agreement or have some other impact on this Local Services Agreement (where that provision or impact is not already specifically reflected in this Local Services Agreement), the parties agree that this Local Services Agreement will not be invalid or frustrated by reason of the non-inclusion of a relevant provision dealing with the issue but instead:

	2.3.1	if the provision can be incorporated without creating a significant impact to the terms of this Local Services Agreement, it shall be deemed to be incorporated and the terms of this Local Services Agreement shall be amended accordingly; or

	2.3.2	if the incorporation of the relevant term would, in the reasonable opinion of either party cause a significant impact on the terms of this Local Services Agreement, that party will notify the other and the parties will negotiate in good faith any necessary or desirable amendments to this Local Services Agreement.

If the parties cannot agree the relevant amendments within thirty (30) days of the date of notification by a party pursuant to clause 2.3.2 above, the HSBC Contracting Party may terminate this Local Services Agreement on immediately effective notice and without liability to the Supplier Contracting Party. If such termination of this Local Services Agreement would have a material impact on the provision of the overall Services being provided pursuant to the MSA, HSBC Holdings plc shall then be further entitled to terminate the MSA and each HSBC Contracting Party shall be entitled to terminate any Local Services Agreement to which it is a party.

	2.4	If the Supplier and HSBC (as defined in the MSA and being the contracting parties to the MSA) are to amend the terms of the MSA then, unless the relevant Change Form or variation indicates to the contrary, the amendments shall apply to the terms of the MSA incorporated into this Local Services Agreement and, accordingly, this Local Services Agreement will be deemed to have been amended pursuant to that variation or Change Form.

	3.	GENERAL

	3.1	This Local Services Agreement incorporates the terms of the MSA. Any references to "the Supplier" in the MSA shall, for the purposes of this Local Services Agreement, be interpreted as references to the Supplier Contracting Party that enters into this Local Services Agreement and , any references to "HSBC" in the MSA shall, for the purposes of this Local Services Agreement, be interpreted as references to the HSBC Contracting Party that enters into this Local Services Agreement, excluding, however, those provisions which by their context are intended to apply solely to the operation of the MSA and not an individual Local Services Agreement.

	3.2	Unless expressly stated to the contrary in this Local Services Agreement, the provisions of the MSA (including the terms and conditions, the Charges, the Services, the Service Levels, the Service Credits and so forth) shall apply to the relationship between the parties to this Local Services Agreement. Accordingly, for example, a reference to the Services in this Local Services Agreement shall mean a reference to the Services described in the MSA, as supplemented or amended by the terms of this Local Services Agreement.

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	3.3	The parties agree that all claims and liabilities arising in connection with the Services shall be dealt with subject to the terms of the MSA, as incorporated into this Local Services Agreement.

	3.4	If and to the extent that there are any contractual provisions in addition to those set out in the MSA or which constitute a variation thereto, they shall be as set out in the schedules to this Local Services Agreement. In the case of any additions or variations to the MSA required to comply with local mandatory Law (as may be set out in Schedule 1 of this Local Services Agreement), it is expressly recognised that the parties intend the provisions of the MSA to apply without amendment (other than as set out in this Local Services Agreement) save as may be strictly necessary to comply with the requirements of local Laws).

	3.5	The HSBC Contracting Party shall not by reason of this Local Services Agreement become liable for any taxes, levies or duties beyond those which it agreed to pay pursuant to the terms of the MSA. The Supplier Contracting Party shall be responsible for any such additional taxes, levies or duties as may arise by virtue of the execution of this Local Services Agreement and/or the provision of the Services hereunder.

	3.6	This Local Services Agreement shall come into force on the date it is signed and, subject to earlier termination in accordance with the provisions of the MSA, shall continue for the term of the MSA.

	3.7	This Local Services Agreement and the MSA shall together represent the entire understanding between the parties to this Local Services Agreement in relation to the subject matter hereof and supersede, cancel and nullify any previous agreement between the parties relating to such matters. Each reference in the MSA to "this/the Agreement" shall be read as the context requires as if referring to this Local Services Agreement, excluding, however, those references which by their context are intended to apply solely to the operation of the MSA and not an individual Local Services Agreement.

	3.8	The parties represent to each other that each has full power and authority to enter into this Local Services Agreement.

	3.9	Any reference to terms with capitalised letters in this Local Services Agreement will have the meaning attributed to them in the MSA as varied or supplemented by any meaning given to them in this Local Services Agreement.

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

SCHEDULE 1

NON-DEROGABLE REQUIREMENTS OF LOCAL LAW

[Note: local lawyers will review the MSA and advise on any mandatory local law changes. If there are any such changes, these will be described here.]

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SCHEDULE 2

LOCAL SERVICE REQUIREMENTS

TRANSITION [Note: please refer to Schedule 2 (Transition and Transformation) of the MSA.]

	1.1	The Outline Local Transition Plan is set out at Appendix 1 (Outline Local Transition Plan).

	1.2	The following Local Transition milestones, activities and Deliverables are set out in Appendix 2 (Local Transition Milestones):

	1.2.1	Local Transition Key Milestones;

	1.2.2	Local Transition Interim Key Milestones;

	1.2.3	Local Transition Activities; and

	1.2.4	Local Transition Deliverables.

1.3

The Local Transition End Date is [Note: insert date].

SERVICES [Note: please refer to Schedule 3 (Services) of the MSA.]

2.1

[Local Services Variations

The Supplier Contracting Party shall provide the Services to the HSBC Contracting Party in the Country[, subject to the following variations:

2.1.1

[Note: please insert any variations to Schedule 3 (Services) of the MSA. Any such variations should only be included to the extent that they are strictly necessary in the Country. Please draft the variations in the following format: "Paragraph [x] of Schedule 3 (Services) of the MSA shall be [deleted in its entirety/deleted in its entirety and replaced with the following wording]…"/"A new paragraph [x] shall be inserted following paragraph [x] of Schedule 3 (Services) of the MSA as follows: …] If there are no such variations, please delete this paragraph 2.1 entirely.]

2.2

Sites

2.2.1

The Supplier Contracting Party shall perform the Services from the following Sites:

2.2.1.1

Supplier sites:

(a)

[Note: Supplier to insert]

2.2.1.2

HSBC Premises:

(a)

[Note: HSBC to insert]

2.2.2

The Supplier Contracting Party shall not perform the Services from the Supplier sites listed above unless:

	2.2.2.1	the HSBC Contracting Party has undertaken an ISR assessment; and

	2.2.2.2	the Supplier Contracting Party has, to the HSBC Contracting Party's satisfaction, taken any action identified as part of the ISR assessment.

CHARGES [Note: please refer to Schedule 5 (Charges) of the MSA.]

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	3.1	The Charges payable in consideration of the provision of the Services pursuant to this Local Services Agreement shall be calculated in accordance with Schedule 5 (Charges) of the MSA, provided that such Charges shall be payable in [*Note: insert local currency] at a conversion rate of [Note: insert rate]. [Note: the following conversion rates have been pre-agreed (see paragraph 15.2 of Schedule 5 (Charges) of the MSA): United Kingdom: $1 = £0.652; Hong Kong: $1 = HK$7.763; and Canada: $1 = CA$1.025.*]

	3.2	During the fifth Year of the MSA, the Supplier shall be entitled to apply indexation in respect of the Charges payable pursuant to this Local Services Agreement by reference to the [*Note: insert reference to relevant national cost of living index], provided that any such increase shall be capped at the annual average percentage of the [Note: insert reference to relevant national cost of living index*] over the preceding twelve (12) month period. No indexation shall apply at any time prior to the first day of the fifth Year.

INVOICING INSTRUCTIONS [Note: please refer to Schedule 5 (Charges) of the MSA.]

4.1

Invoices in relation to the performance of the Services pursuant to this Local Services Agreement shall be submitted to the following address:

[Note: insert recipient (by role title not individual) and postal address].

4.2

[Note: if applicable, insert any local invoicing requirements that apply in addition to or in replacement of the invoicing procedure described at Appendix 5-A (HSBC Invoicing Process) of Schedule 5 (Charges) of the MSA. If the information is better suited to an Appendix, insert an appropriate Appendix to this Schedule 2 and use the following wording here: "The information set out in Appendix [x] (Local E-Invoicing Process), as may be updated by the HSBC Contracting Party from time to time and notified to the Supplier Contracting Party, shall apply [in addition to/in replacement of] that set out in Appendix 5-A (HSBC Invoicing Processes) of Schedule 5 (Charges) of the MSA." If there are no additional local invoicing requirements, please delete this paragraph 4.2 in its entirety.]

HUMAN RESOURCES [Note: please refer to Schedule 7 (Human Resources) of the MSA.]

[Note: this section will need to describe the affected employees, the roles/terms/benefits to be offered etc. For non-ARD countries, this will need to be discussed at and the relevant provisions drafted. For countries where the ARD applies, use the following wording:

5.1

"Redundancy indemnity

Subject to paragraph 5.2 below, in the event that:

	5.1.1	the Supplier Contracting Party terminates the employment of any Transferring Employees by reason of redundancy; and

	5.1.2	notice of such termination is served on the Transferring Employees no later than [***] after the Relevant Transfer Date; and

	5.1.3	the employment of such Transferring Employees terminates before the [***] of the Relevant Transfer Date,

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the HSBC Contracting Party shall reimburse the Supplier Contracting Party in full in respect of:

	5.1.4	any enhanced redundancy payment calculated by reference to the HSBC Holdings plc Redeployment and Redundancy policy or the HSBC Bank Security of Employment policy or any enhanced redundancy payment scheme of HSBC Holdings plc or a HSBC Group Member (as appropriate); and

	5.1.5	any payment calculated by reference to paragraph 5.4 below,

together the Redundancy Sum.

	5.2	Prior to confirming to any Transferring Employee the sums which they would receive on termination of their employment by reason of redundancy, the Supplier Contracting Party shall (acting reasonably and in good faith) verify its calculations with the HSBC Contracting Party in order that the HSBC Contracting Party may confirm that any payment calculated by reference to HSBC Holdings plc Redeployment and Redundancy policy or the HSBC Bank Security of Employment policy or any enhanced redundancy payment scheme of HSBC Holdings plc or a HSBC Group Member (as appropriate) has been correctly calculated. Prior to paying the Redundancy Sum to such Transferring Employee, the Supplier Contracting Party shall require them to confirm in writing their understanding that, pursuant to the HSBC Holdings plc Redeployment and Redundancy policy and/or the HSBC Bank Security of Employment policy, in the event that they commence a new role with any HSBC Group Member within three (3) years of the termination of their employment with the Supplier Contracting Party, the HSBC Contracting Party reserves the right to require the Transferring Employee to reimburse some or all of the enhanced redundancy sum (referred to in paragraph 5.1.4 to the HSBC Contracting Party as a condition of the commencement of such new employment.

	5.3	Pursuant to paragraph 5.2, the Supplier Contracting Party shall provide the HSBC Contracting Party with written evidence (addressed to the Senior Employee Relations Manager) confirming the amount paid to the Transferring Employee calculated by reference to HSBC Holdings plc Redeployment and Redundancy policy or the HSBC Bank Security of Employment policy or any enhanced redundancy payment scheme of HSBC Holdings plc or a HSBC Group Member (as appropriate). The HSBC Contracting Party shall reimburse the Supplier Contracting Party for the Redundancy Sum within forty two (42) days of receipt of an invoice for payment accompanied by such written evidence.

	5.4	Subject to paragraph 5.5 below, the HSBC Contracting Party shall indemnify and keep indemnified the Supplier Contracting Party against all liabilities, costs and expenses arising out of or in connection with any claim made by any Transferring Employee (or any beneficiary or any dependant of any Transferring Employee) who was employed by the HSBC Contracting Party in the Country immediately prior to the Relevant Transfer Date arising from any right under or in connection with a HSBC Holdings plc or HSBC Group Member occupational pension scheme which relates to any matter, right or claim which is not related to old age, invalidity, or survivor’s benefits under such a scheme on such Transferring Employee leaving employment by reason of redundancy, where notice of termination of employment by reason of redundancy is served on the Transferring Employee no later than six (6) months after the Relevant Transfer Date.

Global Outsourcing Services Agreement		Page 260

In calculating any sum payable by the HSBC Contracting Party under paragraph 5.4 above, the following amount shall be deducted: any benefits already in payment or payable under a HSBC Holdings plc or a HSBC Group Member occupational pension scheme to or in respect of a Transferring Employee in connection with the liability being claimed under paragraph 5.4."]

5.5

Key Personnel

5.5.1

The Key Personnel, for the term of this Local Services Agreement, are: [Note: please see Part 3 of Schedule 7 (Human Resources) of the MSA, which includes a number of provisions around Key Personnel. Please include here any Key Personnel relevant to the Country specifically (including those relevant to Transition and Transformation in addition to those already specified in Schedule 2 (Transition and Transformation) of the MSA, i.e. all members of the Supplier's Transition Team and the Supplier's Transformation Team).]

Key Personnel Name	Key Personnel Role	Duration
[*Note: insert any Transition related Key Personnel relevant to the Country.*]		[Transition]
[*Note: insert any Transformation related Key Personnel relevant to the Country.*]		[Transformation]
[*Note: insert any other Key Personnel relevant to the Country.*]		[Term of this Local Services Agreement]

5.5.2

Any changes to the list of Key Personnel set out above shall be promptly notified to the HSBC Contracting Party by the Supplier Contracting Party in writing.

[GOVERNANCE [Note: please refer to Schedule 9 (Governance) of the MSA.]

[Note: the main Governance regime is set out in Schedule 9 (Governance) of the MSA. The Local Board may not be applicable in all Countries. If this is the case, please include the following wording: "The parties acknowledge and agree that the Local Board (as described in Schedule 9 (Governance) to the MSA) shall not apply in respect of the Country. Any local issues usually dealt with by a Local Board shall instead be dealt with by the relevant Regional Board."]]

[APPROVED SUB-CONTRACTORS [Note: please refer to Schedule 10 (Approved Sub-contractors) of the MSA.]

The Supplier Contracting Party may use the following Sub-Contractors to provide the corresponding elements of the Services: [Note: delete if not relevant.]]

Global Outsourcing Services Agreement		Page 261

Name of Sub- contractor	Registered number	Registered address	Element of Services to be provided	Duration of appointment	Date of ISR sign off
[*Note: Supplier to insert additional proposed sub-contractors, if applicable, for HSBC's consideration*]

[IN PROGRESS PROJECTS [Note: please refer to Schedule 11 (Projects) of the MSA.]

The In Progress Projects specific to the Country are as follows: [Note: please see Schedule 11 (Projects) of the MSA, which describes the global 'In Progress Projects' which the Supplier is being asked to take over. If there are any local In Progress Projects, please include them here otherwise please delete this paragraph in its entirety.]

Project	Type	Academy	Sub Academy
*[Note: HSBC to insert if relevant.]*

[POLICIES [Note: please refer to Schedule 14 (Projects) of the MSA.]

	In addition to the provisions of the MSA, the Supplier Contracting Party will comply with the following Policies in the performance of the Services:

	[Note: Schedule 14 (HSBC Policies and Procedures) of the MSA sets out the global policies. If there are any additional local policies, please reference them here and ensure that copies are provided to the Supplier, otherwise please delete this paragraph 9 in its entirety.]]

10.

NOTICES

All notices in relation to this Local Services Agreement shall be given in writing (including where agreed by email) and shall be sent to the following:

10.1

the HSBC Contracting Party:

For the attention of: [Note: insert recipient (by role title not individual)]

[Note: insert postal address]

10.2

the Supplier Contracting Party:

	For the attention of: [*Note: Supplier to insert* *recipient (by role title not individual)*]

	*[Note: Supplier to insert postal address]*

11.

EXIT PLAN

As required by clause 24.5(c)(i) of the MSA, the Supplier Contracting Party shall update the Exit Plan (agreed pursuant to clause 24.5(a) of the MSA) within twenty (20) Working Days of the signature date of this Local Services Agreement to reflect changes in the Services and to take account of any variations necessitated by the provision of Services in the Country.

Global Outsourcing Services Agreement		Page 262

12.

HSBC MARKS

The HSBC Contracting Party hereby grants to the Supplier Contracting Party a licence to use the HSBC Marks pursuant to paragraph 3.1 of Schedule 24 (Licence Terms) of the MSA, in accordance with the terms of the MSA.

APPENDIX 1: OUTLINE LOCAL TRANSITION PLAN

[Note: insert. The Outline Transition Plan is the high level plan for local Transition in the Country in question. The Supplier must propose a further plan (that builds on this Outline Local Transition Plan) to HSBC within 10 Workings Days from signature of this LSA. See paragraph 4.2 of Schedule 2 (Transition and Transformation) of the MSA for further information.]

Global Outsourcing Services Agreement		Page 263

APPENDIX 2: LOCAL TRANSITION milestones

1. Local Transition Key Milestones

No.	Key Milestone Activity	Key Milestone Date	Acceptance Criteria	Liquidated Damages (payable for each day of delay)	Liquidated Damages Period
1.	[*Note: insert*]

LOCAL TRANSITION INTERIM KEY MILESTONES

No.	Interim Milestone Activity	Interim Milestone Date	Acceptance Criteria
2.	[*Note: insert*]

3. Other Local Transition Activities

No.	Activity	Date by which activity must have been Accepted by HSBC	Acceptance Criteria
	[*Note: insert*]

4. Local Transition Deliverables

No.	Deliverable	Date by which Deliverable must have been Accepted by HSBC	Acceptance Criteria
1.	Detailed Local Transition Plan	Within 10 Working Days following the signature date of this Local Services Agreement
2.	[*Note: insert further local Deliverables as applicable.*]

Global Outsourcing Services Agreement		Page 264

SIGNATORIES

IN WITNESS of which this Local Services Agreement has been duly executed by the parties.

SIGNED for and on behalf of

[HSBC CONTRACTING PARTY]

Signature:

Full Name:

Position:

Date:

SIGNED for and on behalf of

[SUPPLIER CONTRACTING PARTY]

Signature:

Full Name:

Position:

Date:

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HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement		June 2013

VARIATION COUNTER-SIGNATURE

Subject to the provisions of clause 30 (Variation) of the MSA, the HSBC Contracting Party and the Supplier Contracting Party have, in relation to this Local Services Agreement and the Services to be delivered hereunder only chosen to vary the specified terms of the MSA as described above. As such, and in accordance with the provisions of clause 30 (Variation) of the MSA HSBC Holdings plc and GP Strategies Managed Services Limited have caused their authorised representatives to counter-sign this Local Services Agreement for the purposes of witnessing those changes. By attaching their counter-signatures to this Local Services Agreement neither HSBC Holdings plc nor GP Strategies Managed Services Limited shall become parties to this Local Services Agreement nor shall they take on any rights, obligations or liabilities under it.

SIGNED for and on behalf of

HSBC HOLDINGS PLC

Signature:

Full Name:

Position:

Date:

SIGNED for and on behalf of

GP STRATEGIES MANAGED SERVICES LIMITED

Signature:

Full Name:

Position:

Date:

Global Outsourcing Services Agreement		Page 266


HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement		June 2013

Schedule 24

Licence Terms

	1.	DEFINITIONS AND INTERPRETATION

	1.1	The definitions used in this Schedule 24 are as set out in clause 1.2 of this Agreement.

	1.2	In the event of any conflict between these Licence Terms and the Agreement, these Licence Terms shall prevail, however, for the avoidance of doubt, clause 20 (Liability) of the Agreement shall apply to these Licence Terms.

	2.	INTRODUCTION

	2.1	The Agreement and the applicable Local Services Agreement set out the rights and obligations of each party relating to the Services.

	2.1	The HSBC Contracting Party has been given rights by HSBC Holdings plc and/or the applicable HSBC Group Member(s) to sublicense the use of the HSBC Marks to the Supplier on the terms of the applicable Local Services Agreement and these Licence Terms.

	2.2	HSBC Holdings plc and/or the applicable HSBC Group Member(s) is/are the proprietors of the HSBC Marks.

	3.	GRANT AND SCOPE OF LICENCE

	3.1	Where the HSBC Contracting Party has agreed in a Local Services Agreement to grant the Supplier Contracting Party a licence to use the HSBC Marks, such licence shall be a non-exclusive, non- transferable, royalty-free licence to use the HSBC Marks in the manner set out in the applicable Local Services Agreement for the sole purpose of providing its obligations under the Local Services Agreement in relation to the Services and subject to the terms and conditions set out in these Licence Terms.

	3.2	The Supplier Contracting Party may not modify, change, alter, delete from or add to the HSBC Marks, including but not limited to any change in text, graphics or colour. The Supplier Contracting Party agrees that it will not use any HSBC Mark other than the HSBC Marks provided to the Supplier Contracting Party by the HSBC Contracting Party in accordance with the Agreement. The Supplier Contracting Party undertakes to comply with HSBC’s and the HSBC Contracting Party’s published branding guidelines for use of the HSBC Marks as provided by the HSBC Contracting Party from time to time.

	3.3	The Supplier Contracting Party shall not use the HSBC Marks together with any logos, trade marks or any other business signs of any competitor of HSBC or the HSBC Group Members or of any other companies involved in financial services or in association with any other marks to form a new mark.

	4.	OWNERSHIP OF HSBC MARKS

	4.1	The Supplier Contracting Party hereby acknowledges HSBC's and/or the HSBC Group Members’ (as applicable) legal ownership of the HSBC Marks. The Supplier Contracting Party’s entitlement to display the HSBC Marks is limited to the express terms of these Licence Terms and the Agreement. No other right to the HSBC Marks, express or implied, is granted to the Supplier Contracting Party by virtue of these Licence Terms and HSBC and the HSBC Group Members reserve the right to use the HSBC Marks in relation to all products and services.

	4.2	The Supplier Contracting Party agrees that it shall not do anything inconsistent with the legal ownership by HSBC and/or the HSBC Group Members of the HSBC Marks and that all goodwill in the HSBC Marks generated by the use of the HSBC Marks by the Supplier Contracting Party shall enure to the benefit of HSBC and/or the HSBC Group Members (as applicable) and the Supplier Contracting Party will, on request, sign a confirmatory assignment to that effect.

	4.3	If so required by the HSBC Contracting Party, any material displaying the HSBC Marks shall have a legend at the end of the document, page, screen or other medium on which the HSBC Marks appear, which will read as follows:

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HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement		June 2013

“â Registered Trademark of HSBC Holdings plc. [Insert name of Licensee] Licensee of the Trademark”.

	4.4	The Supplier Contracting Party undertakes not to take any action which may prejudice the distinctiveness or validity of, or otherwise adversely affect, the HSBC Marks or HSBC’s and/or the HSBC Group Members’ title to the HSBC Marks.

	5.	QUALITY CONTROL

	5.1	HSBC and/or the HSBC Group Members may monitor the Supplier Contracting Party’s use of the HSBC Marks. The Supplier Contracting Party shall deliver copies of material on which the HSBC Marks are to appear to the HSBC Contracting Party for review prior to publication. The Supplier Contracting Party will not publish or otherwise disclose such material incorporating the HSBC Marks without the HSBC Contracting Party’s prior written consent in accordance with this paragraph, and where such material is not in conformity with the Supplier Contracting Party’s obligations under these Licence Terms or the Local Services Agreement, the Supplier Contracting Party shall make any changes as are requested by the HSBC Contracting Party immediately. The HSBC Contracting Party will respond to requests for approval of materials on which the HSBC Marks (or any reference to HSBC) will appear within five (5) Working Days after the HSBC Contracting Party has received such request. If any material is approved by the HSBC Contracting Party it shall not be modified, edited, added to, reformatted or otherwise changed in relation to the HSBC Marks except with the HSBC Contracting Party’s prior written consent.

	5.2	Save as otherwise provided by the Agreement or any Local Services Agreement the Supplier Contracting Party shall not display on or include in web pages of the Supplier Contracting Party’s website bearing the HSBC Marks any content, products, services or information from, or trade names or trade marks of, any person, entity or organisation that the HSBC Contracting Party deems to be a competitor (unless otherwise approved by the HSBC Contracting Party in advance) or where the display or inclusion of such content, products, services, information, trade names or trade marks in such web pages is, in the opinion of the HSBC Contracting Party, unfavourable to the image of HSBC or any HSBC Group Members or otherwise undesirable.

	5.3	The Supplier Contracting Party agrees not to adopt or apply for or use any other trade mark, trade name, corporate name or design which would be similar to or confused with the HSBC Marks and, further, that it shall not claim any rights or interest in the HSBC Marks by way of its licensed use of the same at any time and that the Supplier Contracting Party will not directly or indirectly at any time dispute or contest the validity or enforceability of the HSBC Marks nor encourage or assist anyone else to do the same.

	5.4	The Supplier Contracting Party agrees that where permission to use the HSBC Marks has been granted in relation to any website, subject to any lawful and overriding security interest or legal duty of the Supplier Contracting Party it will permit the HSBC Contracting Party to access all areas of such websites, including any password-protected areas, in order to inspect any use that is being made of the HSBC Marks.

	5.5	The Supplier shall ensure that all of its and the Supplier Affiliates activities in connection with the HSBC Marks and any material where the HSBC Marks are used, including all marketing, advertising and promotion in any media, shall comply with all applicable laws, regulations and regulatory standards and guidance.

	5.6	On request the Supplier Contracting Party shall, subject to any lawful and overriding security interest or legal duty of the Supplier Contracting Party provide the HSBC Contracting Party with relevant and applicable metatags used in connection with any websites on which the HSBC Marks are displayed and shall make any deletion to that list of metatags as the HSBC Contracting Party may request as necessary for the protection of the HSBC Marks.

	6.	WARRANTIES AND INDEMNITIES

	6.1	The HSBC Contracting Party warrants that it has the right to enter into these Licence Terms and to grant the Supplier Contracting Party the rights set out in these Licence Terms.

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HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement		June 2013

	6.2	Neither the HSBC Contracting Party, HSBC or any HSBC Group Member gives any warranty as to the validity of the HSBC Marks.

	6.3	The Supplier will indemnify and keep indemnified HSBC, the HSBC Contracting Party and any and all HSBC Group Members against any liability incurred or suffered by HSBC, the HSBC Contracting Party and/or by any HSBC Group Member, which arise in connection with use of the HSBC Marks by the Supplier and/or the Supplier Affiliates which is not in accordance with these Licence Terms or the applicable Local Services Agreement, including as a result of any claim or infringement of any Intellectual Property Rights of a third party, resulting from such improper use of the HSBC Marks.

	6.4	The Supplier Contracting Party shall immediately give notice to the HSBC Contracting Party of any relevant claims or proceedings brought against the Supplier Contracting Party or of any infringement or suspected infringement of the HSBC Marks as they arise. HSBC, the HSBC Contracting Party and/or any HSBC Group Member shall be entitled, but shall not be obliged, to take whatever legal action it decides upon in its sole discretion to prevent or deal with such infringements or in relation to such proceedings (unless it notified the Supplier Contracting Party in writing otherwise) and the Supplier Contracting Party shall provide, at no expense to HSBC, the HSBC Contracting Party and the HSBC Group Members, all such co-operation and assistance as they may reasonably request.

Global Outsourcing Services Agreement		Page 269


HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement		June 2013

Signatories

SIGNED for and on behalf of

HSBC HOLDINGS PLC

Signature:	/s/ [Illegible]

Full Name:	[Illegible]

Position:	Global Head of URM

Date:	July 2, 2013

SIGNED for and on behalf of

GP STRATEGIES MANAGED SERVICES LIMITED

Signature:	/s/ James Moran

Full Name:	James Moran

Position:	Senior Vice President

Date:	July 2, 2013

Global Outsourcing Services Agreement		Page 270

	In this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

	Class means a set of sessions scheduled within a Course;

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

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

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

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

	Confidential Information means:

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

	Content has the meaning given to it in clause 14.1;

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

	Controlling Interest means:

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

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

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

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

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

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

	Data Protection Directive means Directive 95/46/EC;

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

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

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

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

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

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

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

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

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

	Disaster has the meaning given to it in clause 13.4;

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

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

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

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

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

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

APPENDIX 11-A

Invoicing Information

Additional information:

APPENDIX 20-A

APPENDIX 20-B

APPENDIX 20-C

SCHEDULE 2

LOCAL SERVICE REQUIREMENTS

1. Local Transition Key Milestones

3. Other Local Transition Activities

4. Local Transition Deliverables

1	Definitions and Interpretation	1
2	General	17
3	Term	18
4	Asset Transfer, Transition and Transformation	19
5	Services	22
6	Charges	27
7	Joint-Ventures, Co-operatives and Third Party Services	29
8	HSBC Mergers and Acquisitions	29
9	HSBC Divestments	30
10	General Obligations of the Supplier	31
11	Supplier’s Warranties	36
12	Disaster Recovery	38
13	Supplier’s Security Obligations	38
14	Project Library and Procedures Manual	40
15	Computer Viruses	41
16	HSBC Assistance and Support	41
17	HSBC Responsibilities and Relief Events	41
18	Intellectual Property Rights and Indemnity	42
19	Indemnities	45
20	Liability	46
21	Confidentiality	48
22	Publicity	48
23	Data Protection	49
24	Breach, Termination and Exit	50
25	Force Majeure	58
26	Disputes	58
27	Administration, Management and Governance	59
28	Change to the Services	59
29	Assignment and Sub-Contracting	59
30	Variation	60
31	Notices	60
32	Set-Off	61
33	HSBC Competitors	61
34	Further Assurance	61
35	Counterparts	61
36	Insurance	61
37	Audit and Regulatory Requirements	62
38	Relationship of the Parties	63
39	General	64
Schedule 1 HSBC Group Members		67
Schedule 2 Transition and Transformation		68
	Part 1 Transition	69
	Part 2 Transformation	85
Schedule 3 Services		96
Schedule 4 Service Levels and Service Credits		114
Schedule 5 Charges		123
Schedule 6 Benchmarking		165
Schedule 7 Human Resources		168
	Part 1 Automatic Transfer of Transferring Employees	169
	Part 2 Recruitment of Inscope Employees	178
	Part 3 Key Personnel	176
	Part 4 Termination, Part Termination or Expiry of this Agreement	178
Schedule 8 Not Used		182

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

	(1)	HSBC Holdings plc a company incorporated in England & Wales (registered number 617987) whose registered office is at 8 Canada Square, London, E14 5HQ (HSBC); and

	(2)	GP Strategies Managed Services Limited a company incorporated in England & Wales (registered number 04893961) whose registered office is at Webber House 26-28 Market Street Altrincham Cheshire United Kingdom WA14 1PF (Supplier).

	(A)	HSBC wishes to receive from the Supplier, for its own benefit and the benefit of HSBC Group Members, certain global learning management services that were previously supplied internally by HSBC and certain third parties.

	(B)	The Supplier has represented to HSBC that it has the experience and expertise to meet HSBC and the HSBC Group Member’s requirements and, in reliance on that representation, HSBC wishes to engage the Supplier to provide the Services on the terms set out in this Agreement.

	(C)	To assist the Supplier in the provision of those services, certain assets, staff and contracts are to be transferred and/or made available by HSBC and HSBC Group Members to the Supplier and the Supplier Affiliates pursuant to the terms of a business transfer agreement entered into at the same time as this Agreement.

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

	(i)	legislation (including subordinate legislation) is, except as otherwise specifically referenced, to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

	(ii)	a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

	(iii)	a party to this Agreement, Local Services Agreements or to any other document includes a successor or a permitted assign of that party; and

	(iv)	a person includes natural persons, corporates or unincorporated bodies (whether or not having separate legal personality) any type of entity or body of persons, whether or not it is incorporated, and any executor, administrator or successor in law of the person;

	(b)	a singular word includes the plural, and vice versa;

	(c)	a word which suggests one gender includes the other genders;

	(d)	the words “subsidiary” and “holding company” have the meanings set out in section 1159 and schedule 6 of the Companies Act 2006 (except that for the purposes of the membership requirements in section 1159(1)(b) and section 1159(1)(c) a company shall be treated as a member of another company even if its shares in that other company are registered (i) in the name of its nominee, or (ii) in the name of a person (or the nominee of that person) who is holding the shares as security) and “management control” shall be demonstrated by the ability to exercise significant influence over an entity or its management;

	(e)	the headings to clauses are for reference purposes only and shall not affect the interpretation or construction of the clauses;

	(f)	general words are not to be given a restrictive meaning because they are followed by particular examples, and any words introduced by the terms “including”, “include”, “in particular” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the words preceding those terms;

	(g)	the Schedules, Appendices, Recitals and Service Requests form part of this Agreement and will have effect as if set out in full in the body of this Agreement;

	(h)	in the event of conflict or ambiguity the provisions of this Agreement and any Local Service Agreement are to be read in the following order of precedence in relation to that conflict:

	(i)	the clauses;

	(ii)	the Schedules;

	(iii)	the Appendices to any schedules;

	(iv)	the Local Services Agreement;

	(v)	the Service Requests; and

	(vi)	any other document not otherwise referred to above.

	(a)	the ownership or control (directly or indirectly) of more than fifty percent (50%) of the fully diluted voting share capital of the relevant undertaking; and/or

	(b)	the ability to direct the casting of more than fifty percent (50%) of the fully diluted votes exercisable at general meetings of the relevant undertakings on all, or substantially all, matters; and/or

	(c)	the right to appoint or remove directors of the relevant undertaking holding a majority of the voting rights at meetings of the board of directors on all, or substantially all, matters;

	(a)	the local statutory instruments implementing and giving effect to such Directives; or

	(b)	any law or regulation of substantially similar effect to such directive in any Country providing for the automatic transfer of employees;

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

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

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

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

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

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

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

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

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

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

	Good Value means that:

	(a)	the Charges attributable to a Benchmarked Service are, having taken into account the Service Levels, are within the Upper Quartile; and

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

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

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

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

	Guarantor means GP Strategies Corporation a company incorporated in the state of Delaware, whose principal office is at 6095 Marshalee Drive, Elkridge, Maryland 21075 USA;

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

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

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

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

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

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

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

	HSBC Data means:

	(a)	all data and information belonging to HSBC or any HSBC Group Member which may be delivered to, generated by or otherwise used or processed by or on behalf of the Supplier or any Supplier Affiliate or may otherwise come into the possession or control of the Supplier any Supplier Affiliate or any Supplier Personnel; and

	(b)	all data and information relating to HSBC and or any other HSBC Group Member and/or any of their employees or officers, and any operations, facilities, personnel, assets and programs,

	(a)	a sum equal to [***] of the Charges paid or payable under this Agreement in respect of the calendar year in which the claim (or first in a series of connected claims) occurred;

	(b)	where Charges will be paid for less than twelve (12) months in respect of such calendar year, a sum calculated by dividing the Charges actually paid or payable in respect of such calendar year by the number of months in respect of which such Charges have been or will be paid and multiplying the result by twelve (12) across such part year and then extrapolated to provide a twelve (12) month figure; and

	(c)	[***].

	20.6	In calculating the Charges that are paid or payable for the purpose of clauses 20.4 and 20.5, no account shall be taken of any deductions from, or reduction in, such Charges that are attributable to the Supplier or Supplier Contracting Party's performance or of any set-off legitimately applied to such Charges by HSBC or an HSBC Contracting Party in accordance with this Agreement and/or the Local Services Agreement, that is, any such deduction, reduction or amount that is set-off shall be added back to the Charges for the purpose of the calculation.

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

	(a)	bring such claim only against HSBC or the relevant HSBC Group Member whichever of them is in breach of an obligation under this Agreement which relates to such claim; and

	(b)	not bring any such claim against HSBC or any other HSBC Group Member which is not in breach of an obligation under this Agreement which relates to such claim.

	(a)	bring such claim only against the Supplier or relevant Supplier Affiliate whichever of them is in breach of an obligation under this Agreement which relates to such claim; and

	(b)	not bring any such claim against the Supplier or any Supplier Affiliate which is not in breach of an obligation under this Agreement which relates to such claim.

	20.9	In the event that any HSBC Contracting Party or Service Recipient has a claim of whatever nature against the Supplier or any Supplier Affiliate arising out of or in connection with this Agreement or a Local Services Agreement entered into pursuant to the terms of this Agreement, then HSBC may, at its option, elect to bring such a claim against the Supplier or any Supplier Affiliate as if HSBC itself was entitled to make such a claim, in which case the provisions of clause 20.8 above shall apply, provided that the Supplier or any Supplier Affiliate shall not be liable to any HSBC Contracting Party or Service Recipient or HSBC (as the case may be) to the extent that HSBC or any such HSBC Contracting Party or Service Recipient (as the case may be) has already made recovery of any amounts arising out of the same liability or Loss.

	20.10	HSBC shall be entitled to recover from the Supplier damages in respect of any liability of the Supplier Contracting Party to the HSBC Contracting Party and any other HSBC Group Member or Service Recipient arising out of or relating to any Local Services Agreement as though the relevant loss or damage had been suffered by HSBC.

	20.11	No limit on or exclusion of liability shall apply under this Agreement or any Local Services Agreement to:

	(a)	claims of fraud or fraudulent statements;

	(b)	claims for the Supplier's wilful default or abandonment of its obligations;

	(c)	any liability under the indemnities granted in this Agreement by the Supplier, save that any liability arising under the indemnities granted pursuant to clauses 10.9(d), 10.9(g), 13.6, 19.1(b) and 19.1(c) shall fall within the caps set out at clauses 20.4 and 20.5, as applicable;

	(d)	any breach of the obligations set out in clauses 21 (Confidentiality) or 22 (Publicity);

	(e)	the Supplier's liabilities arising under Schedule 7 (Human Resources);

	(f)	any liability under clause 39.6(c)(v) (Bribery and Corrupt Practices); or

	(g)	any other liability which cannot be lawfully excluded or limited.

	21.	CONFIDENTIALITY

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

	(a)	keep confidential all Confidential Information of HSBC, and the HSBC Group Members;

	(b)	not disclose or transfer (directly or indirectly) to any third party (other than as permitted hereunder) any Confidential Information of HSBC or any HSBC Group Member; and

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

	22.	PUBLICITY

	23.	DATA PROTECTION

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

	(a)	protect such HSBC Personal Data as Confidential Information;

	(b)	only use such HSBC Personal Data as strictly necessary for the performance of its obligations under this Agreement or as otherwise directed in writing by HSBC or the relevant HSBC Contracting Party and no further;

	(c)	not store, host, transfer to it or process the HSBC Personal Data gathered from entities or Data Subjects within the European Economic Area in any country outside the European Economic Area without the prior written consent of HSBC;

	(d)	not permit any other party (including any Sub-Contractor) to use, store, host or process any HSBC Personal Data without having notified HSBC of the same in writing and in advance of such use, storage, hosting or processing taking place;

	(e)	when requested by HSBC, promptly enter into an agreement with the HSBC or a HSBC Group Member as the EU model terms or such variation as a Regulator might require, in respect of any processing of HSBC Personal Data outside of the European Economic Area;

	(f)	at no additional cost to HSBC, cooperate as requested by HSBC to enable HSBC to comply with any exercise of rights by a Data Subject under the Data Protection Legislation in respect of HSBC Personal Data processed by the Supplier under this Agreement or comply with any assessment, enquiry, notice or investigation under the Data Protection Legislation which shall include the provision of all data requested by HSBC within the timescale specified by HSBC in each case;

	(g)	immediately notify HSBC of any enquiries from any data protection authorities in respect of HSBC Personal Data and allow HSBC (to the extent possible) to take control of any responses to such authorities;

	(h)	comply with all reasonable instructions of HSBC in relation to any such HSBC Personal Data, including in relation to complying with any registration requirements, requests from any Regulator or entering into any further contracts or paperwork; and

	(i)	not otherwise process it in any way contrary to any applicable Data Protection Legislation.

	23.2	The Supplier acknowledges and agrees that if, in the context of any Local Services Agreement, the HSBC Contracting Party advises that requirements additional to those already specified in this clause exist under the relevant Data Protection Legislation, then the Supplier Contracting Party shall implement and shall procure that the Supplier and/or relevant Supplier Affiliates shall implement such additional requirements to satisfy the relevant Data Protection Legislation and on request from the HSBC Contracting Party shall provide evidence of same.

	23.3	The Supplier shall implement and ensure that its agents, Sub-Contractors and employees implement strict and adequate security, technical and organisational measures in respect of the integrity and confidentiality of the HSBC Personal Data whilst in its possession to ensure that the HSBC Personal Data will not be recorded, disclosed, processed, deleted, altered, used or otherwise tampered with in an unauthorised or accidental manner and to protect the HSBC Personal Data in accordance with the relevant Data Protection Legislation.

	23.4	The Supplier shall immediately notify HSBC of any actual, potential or alleged breach of the provisions of this clause.

	23.5	The Supplier shall fully and effectively indemnify and keep indemnified HSBC and all relevant HSBC Group Members from and against, and agree to pay on demand, any and all Losses, (including legal fees on a full indemnity basis) incurred by or awarded against HSBC and all relevant HSBC Group Members as a result of any breach of this clause 23. Without prejudice to the foregoing or to any other rights or remedies of HSBC and relevant HSBC Group Members, in the event of any breach of this clause the Supplier undertakes promptly to remedy the breach (or the circumstances giving rise to the breach) without charge and at no additional cost to HSBC or the relevant HSBC Group Members.

	24.	BREACH, TERMINATION and exit

	24.1	Termination by HSBC