Chapter:
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Page 1 of 10
Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
COMPANY PROCEDURE
Appointing and Operating Agents
in the Group
Procedure no. 10-02-01
Last revision: March 2014
Version No.: 2.4
This procedure may change at any time according to the company’s discretion. The
contents of the procedure are general guidelines and the company reserves its right to
deviate
from
the
procedure,
as
determined
necessary.
This document contains proprietary or confidential information of the company.
Information Security Level 1 - Confidential
Chapter:
Procedure Name:
Page 2 of 10
Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
1. Procedure Information
Version No.:
2.4
Last revision:
February 2014
Summary of revision:
Description
Additional sections for shorter due
diligence process for partners
Revised Sections
5.2.5, 5.2.6
Applicability:
All Amdocs Group employees.
Implementation &
The implementation and updating of this procedure is the
responsibility of the Legal Department.
Updating:
Approved by:
Department Head:
Michal Badhav
Signature date:
Signature:
Procedure’s Auditor :
Yael Shaham
Signature date
Signature:
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Chapter:
Procedure Name:
Page 3 of 10
Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
Table of content
1.
Procedure Information
...................................................................... 2
.2
Purpose
3.
Definitions
4.
Reference documents
5.
The process of contracting with an Agent
6.
Operating, managing and supervising the Agent; Monitoring and
Control
……………………………………………………………. 8
7.
Modification, extension, renewal or termination of the Agent's
appointment ………………………………………………………… 9
.............................................................................................. 4
........................................................................................... 4
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....................................... 5
Chapter:
Procedure Name:
Page 4 of 10
Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
2. Purpose
The purpose of this Procedure is to formulate a controlled process for contracting with,
and monitoring the operation of, Agents (as defined below) appointed by a company
within the Amdocs Group.
3. Definitions
3.1.
Accompanying Form - means a form to be attached to every document that binds the
Amdocs group, intended for gathering all the signatures of the relevant persons
approving such document (as defined in Procedure "Approval of Documents that
Bind the Company").
3.2.
Agent - means a natural or legal person (a company, partnership or any other
mode of incorporation),
 who is not engaged by the Amdocs Group as an employee, and
 who may be acting as Amdocs' agent, consultant, partner, reseller,
subcontractor or otherwise acting on behalf of Amdocs, and
 who interacts with any government or governmental body on behalf of
Amdocs, or, whose intended function is to promote the products and/or
services of the Amdocs Group in a defined territory or territories, for the
purpose of effecting the signing of binding agreements between a company
within the Amdocs Group and a customer, a group of customers or a
potential customer or customers.
3.3.
Agreement - means the agreement to be signed between the contracting Amdocs
entity and the Agent.
3.4.
Amdocs Group - means the Amdocs group of companies.
3.5.
CEO – means the Chief Executive Officer of Amdocs Management Limited.
3.6.
CFO – means the Chief Financial Officer of Amdocs Management Limited.
3.7.
Deputy General Counsel – means a vice president of the Legal Department
serving as a Deputy General Counsel.
3.8.
Division - means a Division within the Amdocs Group.
3.9.
Divisional Finance Director - means a senior finance director responsible for a
Division.
3.10. Divisional Legal Director – means a senior legal counsel responsible for a
Division.
3.11. General Counsel - means the General Counsel of the Amdocs Group.
3.12. Head of CBG – means the head of the Amdocs Customer Business Group.
3.13. Head of PBG - means the head of the Amdocs Product Business Group.
3.14. Head of SBG - means the head of the Amdocs Services Group.
3.15. Initiator – means the person who initiates the engagement of the Agent
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Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
3.16. Legal Approvers – the General Counsel and the Deputy General Counsel.
3.17. Memorandum - means the memorandum to be prepared by the CBE in the form
of Exhibit A attached hereto as referred to in Section 5.2.2 below.
3.18. President - means the Division President of the Division which is interested in
engaging the Agent.
3.19. Success Fee Period - means the period for which the Agent would be entitled to
receive remuneration under the terms of the Agreement.
4. Reference documents
4.1. Procedure No. 09-01-01 "Approval of Documents that Bind the Company".
4.2. Procedure No. 09-01-02 "Approval of a Contract for a New Transaction".
5. The process of contracting with an Agent
5.1.
General
The decision as to the necessity for appointing an Agent for a certain territory, and
any exceptional terms and conditions (if any) that deviate from this procedure,
will be made by the President, and will be approved by the Head of CBG, the
Head of SBG or the Head of PBG (as applicable), the Legal Approvers, the
applicable Divisional Finance Director and the CFO. In the event that the
remuneration of the Agent is expected to reach or exceed the amount of ten
million USD ($10,000,000), or 10% of the revenue received by Amdocs for the
opportunity in which the Agent was engaged, such engagement will also be
approved by the CEO in addition to all other approvers. The order of approvals
and the manner approvals are sought are specified in Section 5.2 below.
5.2.
Process
5.2.1. The Initiator of the engagement of the Agent is responsible for verifying
the Agent's suitability for the specific business purpose.
5.2.2. The Initiator shall prepare a memorandum in the form of Exhibit A
attached hereto ("Memorandum"), detailing the name and contact details
of the potential Agent, the reasons for engaging the potential Agent in the
specified territory and for the specified customer(s) and business
opportunities, details regarding the Agent's background, previous
successes, business relationship with Amdocs, business relationship with
potential and existing customers and a general description of the proposed
commercial deal with the Agent.
The Memorandum will be approved by the President and by the applicable
Divisional Finance Director and then sent to the Head of CBG, (or the
Head of SBG/ PBG, if applicable), to approve.
The Memorandum, approved by the Head of CBG, SBG or PBG (as
applicable) will be sent to the Legal Department.
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Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
5.2.3. The Legal Department will send the Initiator a due diligence questionnaire
(“Questionnaire”) to be filled and responded to by the potential Agent.
5.2.4. The Initiator is responsible for submitting the Questionnaire to the Legal
Department, after being filled-in by the potential Agent.
5.2.5. In the event that the Agent is a reseller, consultant, partner or
subcontractor and its remuneration is not based on success fees, the Legal
Department shall consider conducting a shorter due diligence process
taking into account the following considerations:
5.2.5.1.The territory in which the Agent will operate;
5.2.5.2. Whether or not the Agent will interact with any government or
governmental body on behalf of Amdocs;
5.2.5.3.Whether or not the Agent has some or all of the following
characteristics: extensive IT business substance, number of
employees, its status of a private or public company, whether it
provides Amdocs with services which are part of its core business.
5.2.6. In the event the Legal Department decides to conduct the shorter due
diligence process, such process shall consist of the following:
5.2.6.1.The Legal Department will send the Initiator a short form
questionnaire (“Short-Form Questionnaire”) to be filled and
responded to by the potential Agent.
5.2.6.2.The Initiator is responsible for submitting the Short Form
Questionnaire to the Legal Department, after being filled-in by the
potential Agent.
5.2.6.3. The Legal Department will review the information provided in the
Short Form Questionnaire and may initiate further Investigations
based on the information provided therein and other information
available to the Legal Department during its review process. In the
event that further Investigations are initiated by the Legal
Department, the Memorandum will be submitted as specified in
Section 5.2.2. above and the Agreement with the Agent shall be
subject to the signature process specified in Section 5.4 below.
5.2.7. The Questionnaire or Short Form Questionnaire, together with the
Memorandum (if applicable) and the findings of the Investigations, if any,
shall be submitted to the Legal Approvers for a decision whether to
approve the proposed engagement with the Agent.
5.2.8. In the event that the Legal Approvers approve the appointment of the
potential Agent, the appointment will be brought to the approval of the
CFO and, if needed pursuant to Section 5.1.1 above, also to the CEO.
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Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
5.2.9. In the event that all approvals specified above have been obtained, and
subject to any special terms and conditions they may determine as part of
the approvals, the Initiator shall commence negotiations with the potential
Agent, in cooperation with the Legal Department, with regards to the
terms and conditions of the Agreement.
5.3.
Agreement
5.3.1. The negotiations with the potential Agent shall be done only on the basis
of a draft Agreement provided by the Legal Department which reflects, the
standard terms and conditions set out in this Procedure or any special
terms and conditions determined by any of the approvers.
5.3.2. The relevant contracting Amdocs entity and the Agent shall duly sign an
Agreement prior to the Agent's commencing to act as an agent.
5.3.3. In the event that the Agent’s intended function is to obtain or retain
business for the Amdocs Group from a customer or a potential customer,
for an agency/success/marketing fee, the Agreement shall be based on the
following standard terms and conditions unless the exceptions have been
approved in accordance with section 5.3.4 below:
5.3.3.1.The Agent's activities shall be limited to specific business
opportunities, at specific potential customers, and within a specific
territory - all to be determined in the Agreement.
5.3.3.2.The Agent shall not be granted exclusivity.
5.3.3.3.The Agent's actions shall be in full compliance with the U.S.
Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and all
applicable local laws and with the Amdocs Group's policies and
procedures. The Agent shall declare and guarantee such
compliance.
5.3.3.4.The Agent's remuneration shall be determined as a percentage of
the actual net amounts received by the relevant Amdocs entity for
the specific opportunity in which the Agent was engaged.
5.3.3.5.No retainer fee or reimbursement for expenses shall be agreed or
paid.
5.3.3.6.The overall remuneration to which the Agent is entitled to shall be
limited by a fixed amount (cap), for each customer / business
opportunity.
5.3.3.7.The Agent shall be paid only after Amdocs has received the
corresponding payment from the customer.
5.3.3.8.The term of the Agreement shall not exceed one year, with no
automatic extension.
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Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
5.3.3.9.Amdocs shall be entitled to terminate the Agreement for its
convenience at any time, subject to a seven day's prior written
notice.
5.3.3.10. The length of the Success Fee Period, if agreed, shall not
exceed six months from the expiration of the Agreement, and shall
not apply in the event that Amdocs terminates the Agreement for
the Agent's breach.
5.3.3.11. The Agent shall not make any commitment on behalf of the
Amdocs Group (or any of its companies), and shall not make any
representation that commits the Amdocs Group (or any of its
companies).
5.3.3.12. The Agent shall not be entitled to use the Amdocs Group's logo
or name, nor to issue business cards with the Amdocs Group's logo
or name
5.3.4. Any exceptional conditions (if any) that deviate from the aforementioned
standard terms and conditions, shall be approved by the President, the
Head of the CBG, SBG or PBG (as applicable), the applicable Divisional
Finance Director, the Legal Approvers and the CFO.
5.4.
The Accompanying Form (as defined in Procedure "Approval of Documents that
Bind the Company") along with an Agreement Summary, shall be signed by the
following persons:
 The Initiator
 President
 The applicable Head of Business Group (CBG, PBG or SBG)
 The applicable Divisional Finance Director
 The applicable legal counsel
 The applicable Deputy General Counsel
 General Counsel
 CFO
 CEO – in the cases described in Section 5.1 above
5.5.
Once the Agreement has been signed, the details thereof shall be entered by the
Legal Department to the Agents database maintained by the Legal Department.
6. Operating, managing and supervising the Agent; Monitoring
and Control
6.1.
Management and Supervision. The Division due to operate the Agent is
responsible for managing and supervising the activities of the Agent.
6.2.
Reports. The Initiator is responsible for preparing and sending to the Legal
Department, a quarterly status report containing a list of all Agents engaged by the
Initiator and detailing the activity of each Agent operated by the Initiator during
the past quarter. The report shall include (among other issues) the business
opportunities that each Agent was involved in, the activities of the Agent and the
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Chapter:
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Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
agreements and orders signed with the assistance of the Agent, and the
remuneration paid or payable to each Agent.
6.3.
Agents Database. The Legal Department is responsible for establishing and
maintaining a database of Agents engaged by the Amdocs Group. The database
shall include a copy of the approved filled-in Memorandum, Questionnaire, other
due diligence reports (if any) and a copy of the signed Agreement. The database
will be updated in the following cases: Appointment of a new Agent, Changes in
the details of the Agent's appointment, termination of the Agent’s activity and
other information provided by the Division.
6.4.
The database will be available to the Amdocs Group's Presidents and to the
Finance Department in order to access up-to-date information.
7. Modification, extension, renewal or termination of an Agent
appointment
7.1.
Any modification, extension of term or renewal of an Agreement, shall be
initiated by the Initiator and be subject to: (i) submission of a Memorandum as
specified in Section 5.2.2 above; and (ii) the approvals specified in Section 5.1.1
above.
7.2.
The termination, for any reason, of the Agreement requires the prior approval of
the respective President, and should be done in cooperation with the Legal
Department.
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Chapter:
Procedure Name:
Page 10 of 10
Legal
Appointing and Operating
Agents in the Group
Procedure No.: 10-02-01
EXHIBIT A – Memorandum
1.Date: ______________________________________________________________
2.Initiator (Name and title): ______________________________________
3.Division: ___________________________________________________________
4.Potential Agent’s full name and Address: ________________________________
____________________________________________________________________
5.Territory in which the potential Agent will operate: _______________________
6.Customers or Business Opportunities involved:
____________________________________________________________________
7.Potential Agent’s professional background (including previous successes,
business relationship with Amdocs and/or with existing customers) and reasons
for engaging the potential Agent
____________________________________________________________________
8.General description of the proposed commercial and financial deal with the
potential Agent
____________________________________________________________________
Potential Agent’s proposed agency fee (if known at this stage)
____________________________________________________________________
How did we get to the Agent
____________________________________________________________________
Initiator’s Approval:
Name
_______________________
Date
__________________
Signature
____________________
Divisional Finance Director Approval:
Name
_______________________
Date
__________________
Signature
____________________
President’s Approval:
Name
_______________________
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Date
__________________
Signature
____________________