This Vsource/IBM Alliance Agreement (the "Agreement") is entered into this 19th day of September, 2000, by
Vsource, Inc. ("Vsource"), and International Business Machines Corporation ("IBM"). Vsource and IBM shall
be referred to in the singular as a "Party" and collectively as the "Parties." The geographic scope of this
Agreement is the United States; however, both Parties may wish to expand it at a later date.
- Attachment A. IBM Customer Agreement
- Attachment B. IBM Customer Agreement Attachment for Subcontracting
The above attachments are part of this Agreement, and each is incorporated herein by reference.
If there is a conflict among the terms in the various documents, those of an Attachment shall prevail over those of
this Agreement. If there is a conflict between the Attachments themselves, those of Attachment B shall prevail of
those of the others.
A. "Combined Offering" means those products and services of Vsource and IBM that will be mutually agreed to
be provided by the Parties to the Relevant Client Set.
B. "Information Technology (IT) & Systems Integration (SI) Provider" means a provider of hardware, software
and/or services that enable electronic business, as well as hosting services, business process outsourcing services,
and other information technology and systems integration services. (Network communications solutions are
specifically excluded from this definition.)
C. "Program Office" means a team composed of the members representing each Party, and with certain
responsibilities, all as described in Section 4 below.
D. "Relevant Client Set" refers to buyer and suppliers of products and services who may benefit from offerings of
Vsource and IBM.
E. "VSN" (Virtual Source Network) is Vsource's e-Procurement application which is provided to the Relevant
Vsource is a provider of business to business (B2B) e-procurement solutions to both buyers and suppliers in a