Master Services AgreementFor Information Technology ServicesbetweenMOLINA HEALTHCARE, INC.andINFOSYS LIMITEDCOMPANY CONFIDENTIAL MILBANK, TWEED, HADLEY & McCLOY LLP


Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted portions of this exhibit are marked by “[redacted]”.

 
 
 
For Information Technology Services
between
XXXXXX HEALTHCARE, INC.
and
INFOSYS LIMITED
COMPANY CONFIDENTIAL
MILBANK, TWEED, XXXXXX & XxXXXX LLP


 
 
 



CONTENTS
Clause
 
Page
Part A
DEFINITIONS AND INTERPRETATION2
2

1
Definitions
2

2
Interpretation
2

Part B
THE TERM AND EXTENSION OF TERM
3

3
The Term
3

4
Extension of the Term
3

Part C
AGREEMENT STRUCTURE AND FORMALITIES
4

5
Structure of the Master Services Agreement
4

6
Not Used
4

7
Flow-Through of Changes
4

Part D
WARRANTIES AND EXCLUSIVITY
5

8
Warranties, Representations and Covenants
5

9
No Exclusivity
11

Part E
THE SERVICES
12

10
Molina Group
12

11
Transition
12

12
Structure of the Services
12

13
Project Work Orders
13

14
Provision of the Services
15

15
Service Delivery Locations
16

16
Software Requirements
00

00
Xxxxxxx Xxxxxx
00

00
Service Credits
20

19
Quality
21

20
Training
21

21
Mutual Assistance and Cooperation
22

Part F
CHANGE
23

22
The Relevant Change Management Process
23

23
Technology Development and Asset Refresh
23

Part G
SECURITY, BUSINESS CONTINUITY AND INCIDENT MANAGEMENT
24

24
Security
24

25
Business Continuity Management and Disaster Recovery
25

26
Major Incidents
25

27
Virus and Harmful Code Protection
27

Part H
FACILITIES and SAFETY, HEALTH AND ENVIRONMENT
29

28
Site Systems and Access to Molina Facilities
29

Part I
INTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION
31




29
Intellectual Property Rights
31

30
Confidentiality
35

31
Use of Confidential Information and Molina Data
38

32
Return of Confidential Information
38

33
Announcements and Publicity
39

34
Data Protection and Data Privacy
39

Part J
CONTRACT ADMINISTRATION and XX
00

00
Contract Management Portal
45

36
Governance
45

37
Policies
46

38
Audit and Information Access
46

39
HR Obligations
50

Part K
PAYMENT
51

40
Charges
51

41
Late Payment
51

42
Invoices
51

43
Taxation
51

Part L
CONTINUING PROTECTIONS FOR MOLINA
55

44
Most Valued Client
55

45
Reference Client
56

46
Benchmarking
57

Part M
WHAT HAPPENS WHEN A PARTY FAILS TO PERFORM
58

47
Advance Warning
58

48
Step-In
58

49
Enhanced Co–Operation
62

50
Service Relocation
64

51
Termination of the Entire Agreement for Cause
64

52
Termination of a Project Work Order for Cause
69

53
Partial Termination
71

54
Termination for Continued Force Majeure
73

55
Termination for Convenience
73

56
The Effective Date of Termination
74

57
Consequences of Termination
74

Part N
INDEMNIFICATION, LIMITATION OF LIABILITY AND EXCUSING CAUSES
78

58
Indemnification, Liability
78

59
Insurance
87

60
Excusing Causes
89

61
Force Majeure
92

Part O
ASSIGNMENT AND SUBCONTRACTING
95

62
Assignment; Certain Service Provider Financing Arrangements
95




63
Subcontracting
95

64
Disposal of a Molina Company
96

65
Third Party Administration
97

Part P
MISCELLANEOUS PROVISIONS
98

66
Further Assurance
98

67
Third Party Beneficiaries
98

68
Notices
98

69
Entire Agreement
100

70
Waiver
100

71
No Partnership
101

72
Severability
101

73
Counterparts
101

74
Dispute Resolution and Dispute Management
101

75
Governing Law and Jurisdiction
102






TABLE OF SCHEDULES
Schedule 1     Definitions and Interpretation
Schedule 2    Statements of Work
Schedule 3    Pricing and Invoicing
Schedule 4    Transition and Transformation
Schedule 5    Benchmarking
Schedule 6    Service Levels and Service Credits
Schedule 7    Governance
Schedule 8    Termination Assistance and Exit
Schedule 9    Change
Schedule 10    Approved Service Delivery Locations
Schedule 11    Approved Subcontractors
Schedule 12    Intentionally Omitted
Schedule 13    Access to Molina Facilities
Schedule 14    Molina Policies
Schedule 15    HR Matters and Key Personnel
Schedule 16     Dependencies
Schedule 17    Mutual Assistance and Cooperation
Schedule 18    Molina Locations
Schedule 19    Agreed Form Non-Disclosure Agreement
Schedule 20    Intentionally Omitted
Schedule 21    Service Provider Technical Solution
Schedule 22    Intentionally Omitted
Schedule 23     Business Continuity and Disaster Recovery
Schedule 24    Certain Security Requirements




THIS AGREEMENT is made on February 4, 2019:
BETWEEN:
(1)
XXXXXX HEALTHCARE, INC., a Delaware corporation, whose headquarters is at 000 Xxxxxxxxx, Xxxx Xxxxx, XX 00000, XXX (“Molina”); and
(2)
INFOSYS LIMITED, a limited liability company registered in India (company number L85110KA1981PLC013115), whose registered office is at Electronics City, Xxxxx Xxxx, Xxxxxxxxx, 000 000, Xxxxx (the “Service Provider”).
INTRODUCTION:
(A)
Molina has conducted a wide-ranging strategic review of its technology requirements for information technology. Following the review, Molina identified a number of key criteria that would define a successful relationship between Molina and the chosen suppliers.
(B)
In order to implement Xxxxxx’x strategic requirements, Molina issued a Request for Proposal in August 2018 (“RFP”) to the chosen suppliers.
(C)
The Service Provider responded to the RFP with the RFP Proposal in August 2018.
(D)
Molina and the Service Provider engaged in a period of negotiations in relation to this Agreement based on the RFP Proposal.
(E)
Following discussions with the Service Provider in connection with the RFP Proposal, Molina has selected the Service Provider to be a provider of services to Molina for the benefit of all the Molina Companies.
(F)
Molina has entered into, and may from time to time enter into, multiple contracts with multiple suppliers for the supply of different elements of Xxxxxx’x information technology requirements. This Agreement concerns the Services only.
(G)
Molina requires its various suppliers to co–operate with each other and with Molina to achieve an end–to–end service for Molina.
(H)
The Service Provider has agreed to supply the Services to Molina for the benefit of all the Molina Companies on the terms of this Agreement.
THE PARTIES AGREE as follows:

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PART A
DEFINITIONS AND INTERPRETATION
1.
DEFINITIONS
In this Agreement, capitalized words and phrases shall have the meanings given in paragraph 1 of Schedule 1 (Definitions and Interpretation) to this Agreement.
2.
INTERPRETATION
This Agreement shall be construed in accordance with paragraph 2 of Schedule 1 (Definitions and Interpretation) to this Agreement.


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PART B    THE TERM AND EXTENSION OF TERM
3.
THE TERM
3.1
Subject to Clause 4 (Extension of the Term), the Term shall:
(a)
commence on the Effective Date; and
(b)
expire at 11.59 pm and 59 seconds (Pacific time) on the Expiry Date, unless terminated earlier in accordance with Clause 51 (Termination of the Entire Agreement for Cause), Clause 54 (Termination for Continued Force Majeure) or Clause 55 (Termination for Convenience).
4.
EXTENSION OF THE TERM
4.1
Molina may extend the term for a maximum of two (2) additional periods of twelve (12) months each.
4.2
If Molina wishes to extend the Term, it shall give notice of its request to extend the Term in writing to the Service Provider at least two (2) months prior to the then-current Expiry Date (“Renewal Notice”).
4.3
Each extension of the Term pursuant to Clause 4.2 shall be referred to as an “Extended Term” for the purposes of this Clause 4 (Extension of the Term).
4.4
Each Renewal Notice shall specify the date, in accordance with Clause 4.1, on which the Term shall expire.
4.5
The Charges applicable to each Extended Term shall be determined in accordance with Schedule 3 (Pricing and Invoicing).
4.6
Molina and the Service Provider shall meet to discuss the Renewal Notice no later than two (2) weeks after the date the Renewal Notice is received.
4.7
The Service Provider acknowledges that it has not been given any assurance nor has the Service Provider any legitimate expectation that the Term will be extended.


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PART C    AGREEMENT STRUCTURE AND FORMALITIES
5.
STRUCTURE OF THE MASTER SERVICES AGREEMENT
5.1
This Agreement:
(a)
sets out the terms on which the Service Provider shall provide the Services or procure the provision of the Services to Xxxxxx, Xxxxxx Companies; and
(b)
describes how the relationship between Molina and the Service Provider will be managed.
6.
NOT USED
7.
FLOW-THROUGH OF CHANGES
7.1
Except where expressly stated otherwise in this Agreement, each requirement in this Agreement for the Parties to agree on a matter shall be construed as a reference to Molina and the Service Provider agreeing on the matter, and it shall not be necessary for the purposes of this Agreement to obtain the agreement of any other Molina Company or any Service Provider Company on that matter.


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PART D    WARRANTIES AND EXCLUSIVITY
8.
WARRANTIES, REPRESENTATIONS AND COVENANTS
8.1
Service Provider’s General Warranties
The Service Provider hereby warrants, represents and covenants to Molina as follows:
(a)
Authorization
The Service Provider has all the requisite power and authority to enter into this Agreement.
(b)
Performance
The Service Provider shall have all the necessary licenses and consents and Resources it requires in order to deliver the Services as and when required to fulfill all of its obligations under this Agreement and each Project Work Order, except Software, Hardware and licenses and consents that Molina is required to provide as a Molina Responsibility.
(c)
Execution
Execution of this Agreement by the Service Provider does not and will not violate any Applicable Law and does not and will not constitute a default under or breach of any of the Service Provider’s existing or future obligations.
(d)
Compliance
The Service Provider shall comply with Applicable Law in relation to this Agreement. Changes to Applicable Law shall be implemented in accordance with the Change Control Process.
(e)
Inducements to Molina
The Service Provider has not violated any Applicable Law or any Policy regarding the offering of unlawful inducements in connection with this Agreement.
(f)
Inducements from Third Parties
The Service Provider has not received any payment or other benefit from any Third Party (except for any arms’ length payments made for goods or services provided) in return for the Service Provider introducing that Third Party to Molina or in return for subcontracting part of the Services to that Third Party.
(g)
No Exclusive Deals
As of the Effective Date, the Service Provider has no agreements in place under or in relation to this Agreement that would have the effect of preventing a supplier from providing goods or services to Molina other than through the Service Provider or

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have the effect of requiring the Service Provider to use only one supplier of any kind of goods or services for the purposes of providing Services to Molina.
(h)
Quality of Code
(i)
The Service Provider shall develop all Source Code and any associated graphical user interfaces that it develops under this Agreement or a Project Work Order:
(A)
in accordance with Good Industry Practice;
(B)
in accordance with all applicable Policies and Molina conventions that have been notified by Molina to the Service Provider, including any conventions relating to development language, naming conventions for modules, subroutines, variables and constants and use of interfaces, modules and subroutines; and
(C)
in accordance with applicable Third Party Software supplier guidelines, including any style guides, to the extent that the Third Party Software supplier guidelines do not conflict with any Molina conventions.
(ii)
The Service Provider agrees that Molina shall be entitled to engage an expert Third Party to conduct an independent assessment of Source Code quality if in Xxxxxx’x opinion the Service Provider has failed to comply with any of the terms in this Clause 8.1(h).
8.2
Warranties given at the Effective Date
Subject to Clause 8.4, each of the representations and warranties in Clauses 8.1(a), 8.1(c), 8.1(e) and 8.1(f) shall be given at the Effective Date only.
8.3
Warranties of a Continuing Nature
Each of the representations, warranties and covenants in Clause 8.1 (other than those referred to in Clause 8.2) shall be of a continuing nature, and shall be deemed to have been repeated on each day throughout the Term and thereafter for as long as any Services under this Agreement remain to be performed during an Exit Period.
8.4
Warranties Repeated on Execution of Project Work Order
Each of the representations, warranties and covenants in Clause 8.1 (including those referred to in Clause 8.2) shall be deemed to have been repeated on the date on which each Project Work Order is executed, and shall apply as repeated as if references in those representations, warranties and covenants to this Agreement were references to that Project Work Order.
8.5
The RFP Proposal and Due Diligence
(a)
The Service Provider represents and warrants that the RFP Proposal was created and submitted in good faith and the Service Provider represents and warrants that the

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contents of the RFP Proposal are true and accurate in all material respects based on the information available to the Service Provider at the date the RFP Proposal was submitted to Molina.
(b)
The Service Provider represents and warrants to Molina that it:
(i)
has satisfied itself as to the risks, contingencies and circumstances relating to the performance of the Services and its other obligations under this Agreement before entering into this Agreement;
(ii)
has reviewed and considered all information provided by Molina in relation to this Agreement and all other information that is accessible to the Service Provider and that the Service Provider ought reasonably to consider in relation to its performance of this Agreement, including data concerning existing volumes, service performance and other metrics made available to Service Provider during the diligence process relating to this Agreement;
(iii)
has made all necessary enquiries of Molina that the Service Provider ought reasonably to consider in relation to its performance of this Agreement;
(iv)
has reviewed the Services and determined the Charges having regard to all of the Services to be provided under this Agreement; and
(v)
will have no claim against Molina, or relief from any of its obligations under this Agreement, or any right to increase the Charges, in each case, in respect of any risk, contingency or other circumstance that the Service Provider failed to identify or consider during the course of the Service Provider’s due diligence activities unless caused by fraudulent misrepresentation or fraudulent omission by Molina or any Molina Company.
(c)
Molina represents and warrants to the Service Provider that the Service Provider is entitled to rely upon the content of the responses by Molina to any enquiries made by the Service Provider as set out in Clause 8.5(b)(iii) above, in each case solely to the extent of such responses and without limiting the Service Provider’s need to make additional enquiries as may be required to resolve conflicting information provided by Molina or for the Service Provider to conduct diligence in accordance with Good Industry Practice (e.g., a general or high-level response by Molina shall not relieve the Service Provider of responsibility for enquiring about information at a level of detail that a reasonably prudent service provider would seek when acting in accordance with Good Industry Practice); provided, however, that where such responses by Molina are or appear to be conflicting, so long has Molina has acted in good faith in providing such responses, it is the responsibility of the Service Provider and not of Molina to identify and to make additional enquiries to resolve such conflict to the satisfaction of the Service Provider.
8.6
Capability

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The Service Provider represents and warrants to Molina that it has carefully reviewed the Services and that it has all necessary skill, resources, experience and technical capacity to deliver all of the Services in accordance with this Agreement.
8.7
Molina Warranties, Representations and Covenants
Molina hereby warrants, represents and covenants to the Service Provider as follows:
(a)
Authorization
Molina has all requisite power and authority to enter into this Agreement and to fulfill all of its obligations under this Agreement.
(b)
Execution
Execution of this Agreement by Molina does not and will not violate any Applicable Law and does not and will not constitute a default under or breach of any of Xxxxxx’x existing or future obligations.
(c)
Compliance
Performance of this Agreement by Molina does not and will not violate any Applicable Law that is binding on Molina as a healthcare insurance company and recipient of the Services.
(d)
Licenses
Molina shall have all the necessary licenses and consents it requires in order to grant the Service Provider the rights to Use Molina IP in accordance with Clause 29 (Intellectual Property Rights).
8.8
Warranties given at the Effective Date
Each of the representations, warranties and covenants in Clause 8.7(a) and Clause 8.7(b) shall be given at the Effective Date only.
8.9
Warranties of a Continuing Nature
The representation, warranty and covenant in Clause 8.7(c) shall be of a continuing nature, and shall be deemed to have been repeated on each day throughout the Term and thereafter for as long as any obligations under this Agreement remain to be performed after the expiry or termination of this Agreement.
8.10
Warranties Repeated on Execution of Project Work Order
Each of the representations, warranties and covenants in Clause 8.7 (including those referred to in Clause 8.8) shall be deemed to have been repeated on the date on which each Project Work Order is executed, and shall apply as repeated as if references in those representations, warranties and covenants to this Agreement were references to that Project Work Order.

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8.11
Compliance with Import/Export Laws
(a)
The Parties agree to comply with all Applicable Laws with respect to the export and import of Systems, Materials, data, information and technologies (“Controlled Items”), including those of the U.S. and with applicable embargoes/sanctions which the U.S. may impose from time to time (“Import/Export Laws”).
(b)
Except as provided in Clause 8.11(c) or where it is prohibited by any Import/Export Law, the Service Provider shall be responsible for, and shall notify Molina of, the export and import of all Controlled Items provided or procured by Service Provider in connection with the provision of the Services, including for determining and obtaining all relevant export and import authorizations.
(c)
Molina shall be responsible for the export of all Controlled Items that it is required under this Agreement or any Project Work Order to provide to the Service Provider in order for the Service Provider to provide the Services.
(d)
In circumstances where a Party (the “Responsible Party”) is responsible for the import or export of any Controlled Items, the other Party agrees to cooperate with the Responsible Party, reasonably and in good faith, through the import/export process, including but not limited to providing information available to the other Party so that the Responsible Party may:
(i)
determine all relevant import and export authorizations; and
(ii)
export and import the Controlled Items.
(e)
The Parties acknowledge that Import/Export Laws may include restrictions on access by citizens of third countries, wherever located, to certain U.S. source Controlled Items.
(f)
The Service Provider shall:
(i)
ensure that none of the Service Provider Personnel is on the United States Denied/Restricted Party List (DRPL) as notified by the U.S. Department of Commerce, or is considered a national of any country under US embargo or anti-terrorism export controls; and
(ii)
ensure that no Service Provider Person is an individual who, if he or she were to have access to any Controlled Items in connection with the Services, would cause Molina to contravene any Import/Export Law (whether as a result of a deemed export or re-export or otherwise).
8.12
Ethical Business Practices
(a)
The Service Provider represents, warrants and covenants to Molina that:
(i)
in undertaking the activities contemplated by this Agreement, the Service Provider has complied with, and will continue to comply with, the Molina

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Anti-Corruption Policy (and the Service Provider acknowledges that it has been provided with a copy of that Policy prior to the Effective Date), all applicable laws, regulations and industry codes and good business ethics including without limitation the Foreign Corrupt Practices Act of the United States, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Xxxxxxx Xxx 0000, and all other applicable laws, regulations and industry codes prohibiting bribery and other forms of corruption in the public and private sectors, and shall not take any action or make any payment in contravention of any such laws, regulations or industry codes or any other Applicable Law;
(ii)
neither the Service Provider, any Service Provider Company nor any of its or their directors, officers, employees, agents or partners shall directly or indirectly offer, promise, give or authorize the giving of any financial or other advantage, or anything else of value to any official or employee of any government, government department or agency, enterprise owned in whole or in part by any government or government department or agency, public international organization, political party, or any other public or regulatory organization that may recommend, purchase, pay for, reimburse, authorize, approve or supply a product or service sold by Molina (the persons covered by this provision are referred to in this Agreement as “Government Officials”) or to any other person or entity at the request of or with the assent or acquiescence of a Government Official, for the purpose of obtaining or retaining business for Molina, securing any other business advantage for Molina or influencing any act or decision in connection with the activities of the Service Provider contemplated by this Agreement;
(iii)
neither the Service Provider, any Service Provider Company nor any of its or their directors, officers, employees, agents or partners shall directly or indirectly offer, promise, give or authorize the giving of any financial or other advantage, or anything else of value, to any person including an officer, employee, agent or representative of another company or organization to induce such person or another person to breach a duty to his or her employer or improperly perform any work-related activity or reward such person or another person for breaching a duty to his or her employer or improperly performing any work-related activity; and
(iv)
neither the Service Provider, any Service Provider Company nor any of its or their directors, officers, employees, agents or partners (a) has made prior to the Effective Date any payment, authorization, promise or gift as described in sub-Clauses (ii) or (iii) above; (b) is a Government Official or (c) will become a Government Official without prior written notice to Molina.

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(b)
The Service Provider shall notify Molina promptly in the event that any of the information contained in the Anti-Corruption Questionnaire is rendered untrue or incomplete as a result of future developments.
(c)
Upon each anniversary of the Effective Date an authorized signatory of the Service Provider shall sign and submit to Molina a certification in a form provided by Molina confirming that the Service Provider is in full compliance with this Clause 8.12 and that the Anti-Corruption Questionnaire is still accurate and complete or clearly indicating any changes thereto.
(d)
The Service Provider shall ensure that each Service Provider Company and Subcontractor complies with the Service Provider’s obligations under this Clause 8.12.
9.
NO EXCLUSIVITY
9.1
The Service Provider is not granted exclusive supplier status by this Agreement for services of the same or a similar nature as the Services (including any future additions to or expansions of the Services) to Molina or any Molina Company.
9.2
Molina may, and any Molina Company may, at any time, obtain from a Third Party or a Molina Company or perform itself, services of the same or a similar nature as the Services.
9.3
This Agreement does not give the Service Provider or any Service Provider Company any right to a minimum level or volume of Services or Charges.
9.4
Molina makes no commitment to use the Service Provider for the provision of any Services or to incur any Charges.
9.5
Nothing in this Clause 9 affects Xxxxxx’x obligation to pay for those Services actually consumed or utilized in accordance with this Agreement or any Project Work Order, or affects any other express payment obligation of Molina under this Agreement or any Project Work Order.


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PART E    THE SERVICES
10.
MOLINA GROUP
The Services are provided for the benefit of Molina and the other Molina Companies under this Agreement.
11.
TRANSITION
11.1
The Parties shall comply with their respective obligations set out in Schedule 4 (Transition and Transformation).
11.2
The Service Provider shall ensure that each Transition Milestone set out in the Transition Plans is Achieved by the corresponding Milestone Date.
11.3
The Service Provider’s obligation to Achieve each Transition Milestone, and Xxxxxx’x remedies under this Clause 11 (Transition) for any failure by the Service Provider to Achieve a Transition Milestone are subject to Clause 60 (Excusing Causes).
11.4
If a Transition Milestone that is a Delivery Credit Milestone is not Achieved by the relevant Milestone Date (or such other period as the Parties may agree in writing), the Service Provider shall credit a Delivery Credit to Molina, which shall be credited in the same manner as Service Credits in accordance with Schedule 3 (Pricing and Invoicing). The amount of each Delivery Credit shall be determined in accordance with Schedule 4 (Transition and Transformation).
11.5
If a Transition Milestone applicable to any Wave is not Achieved within [redacted] of the relevant Milestone Date, Molina may, without prejudice to its other rights and remedies:
(a)
postpone the Service Commencement Date for the Services in that Wave, and in any subsequent Wave, either to a certain date or until the Transition Milestone has been Achieved;
(b)
move all or part of the Services in that Wave, and in any subsequent Wave, to a later Wave; and/or
(c)
remove from the scope of this Agreement all or part of the Services in that Wave, and in any subsequent Wave, in one, more than one, or all Countries.
12.
STRUCTURE OF THE SERVICES
12.1
The Services include:
(a)
the Run Services;
(b)
the Project Services;
(c)
the services described elsewhere in, as applicable, this Agreement and any Project Work Order; and

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(d)
all other activities, responsibilities and obligations that are an inherent or necessary part of the Services described in Clauses 12.1(a)-(c) above, provided that in each case such other activities, responsibilities and obligations contemplated in this Clause 12.1(d) are (i) not expressly being retained by Molina pursuant to this Agreement or (ii) with respect to those Services being provided under the applicable Statement of Work (and without limiting the Service Provider’s obligations under another Statement or Work or PWO), identified as being outside the scope of Services set out in the applicable Statement of Work or PWO.
12.2
The Run Services shall be provided under this Agreement, without the need for the Parties to enter into any Project Work Order, and are described in the Statement(s) of Work.
12.3
The Project Services shall be provided under Project Work Orders, and are described in the Projects Statement of Work. Clause 13 (Project Work Orders) describes Project Work Orders, the process by which the terms of Project Work Orders shall be agreed and the contents and legal effect of each Project Work Order.
13.
PROJECT WORK ORDERS
13.1
Introductory
(a)
This Clause 13 (Project Work Orders) describes the process by which the terms of Project Work Orders shall be agreed, and the contents and legal effect of each Project Work Order.
(b)
Each Project Work Order shall be substantially in the form attached at Appendix 2-D to Schedule 2 (Statement of Work).
(c)
Each Project Work Order shall be executed by a Molina Company (acting by those persons authorized by Molina from time to time) and a Service Provider Company.
13.2
Agreement of Project Work Orders
(a)
Each Project Work Order shall be agreed in accordance with the process set out in the Projects Statement of Work.
(b)
Except as provided in Clause 13.2(c), a Project Work Order may be entered into during the Term but not after the end of the Term.
(c)
A Project Work Order may be entered into during the twelve (12) month period following the end of the Term, but only:
(i)
with the approval of the Head of IS Vendor and Supplier Management; and
(ii)
if it is Linked to a Project Work Order that was entered into during the Term.
13.3
Effect of Project Work Orders
(a)
Each Project Work Order shall constitute a contract between the Molina PWO Party and the Service Provider PWO Party, separate from and in addition to this Agreement.

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(b)
Each Project Work Order shall incorporate the terms of this Agreement. Except for references to Molina in Clauses 29.3(a) and 29.3(a) (in respect of which Molina and not the Molina PWO Party shall accrue all rights), if any provision of this Master Services Agreement provides that a Party shall have a right, remedy or claim, or shall be subject to an obligation or liability, that provision, as incorporated into a Project Work Order, shall confer that right, remedy or claim or impose that obligation or liability on the Molina PWO Party (in the case of rights, remedies or claims of, or obligations or liabilities on, Molina) and on the Service Provider PWO Party (in the case of rights, remedies or claims of, or obligations or liabilities on, the Service Provider), in respect of that Project Work Order.
(c)
The Service Provider shall procure the performance by each Service Provider PWO Party of its obligations under each Project Work Order.
(d)
Molina shall procure the performance by each Molina PWO Party of its obligations each Project Work Order.
(e)
Nothing in this Clause 13.3 shall relieve Molina or the Service Provider of any of its obligations under this Agreement in respect of any Project Work Order, including the Service Provider’s obligation to provide the Services and Xxxxxx’x obligation to pay the Charges, but:
(i)
performance by Molina of an activity under this Agreement in respect of a Project Work Order shall discharge the Molina PWO Party from its corresponding obligation to perform that activity under the Project Work Order; and
(ii)
performance by the Service Provider of an activity under this Agreement in respect of a Project Work Order shall discharge the Service Provider PWO Party from its corresponding obligation to perform that activity under the Project Work Order.
13.4
Services under a Project Work Order
(a)
The Services to be provided under each Project Work Order are:
(i)
the services, functions, roles and responsibilities set out in the Project Work Order itself; and
(ii)
the services, functions, roles and responsibilities set out in any software development lifecycle or methodology expressly referenced in the Project Work Order.
13.5
Linked Project Work Orders
(a)
In this Agreement, a Project Work Order (“Project Work Order A”) is Linked to another Project Work Order (“Project Work Order B”) (and Project Work Order B is also Linked to Project Work Order A) if:

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(i)
any of the Deliverables of Project Work Order A, or any derivative works or Modified versions of any of those Deliverables, are Input Deliverables for Project Work Order B;
(ii)
any of the Deliverables of Project Work Order A, or any derivative works or Modified versions of any of those Deliverables, are Input Deliverables for a Project Work Order that is Linked to Project Work Order B;
(iii)
both of the following conditions are satisfied:
(A)
any of the Deliverables of Project Work Order A, or any derivative works or Modified versions of any of those Deliverables, are Input Deliverables (or the equivalent of Input Deliverables) for an agreement with a Third Party; and
(B)
any of the Deliverables (or the equivalent of Deliverables) of that agreement, or any derivative works or Modified versions of any of any of those Deliverables, are Input Deliverables for Project Work Order B; or
(iv)
Project Work Order A expressly states that it is ‘Linked’ to Project Work Order B.
14.
PROVISION OF THE SERVICES
14.1
The Service Provider shall provide, or shall procure the provision by Service Provider Companies of, the Services to Xxxxxx and the Xxxxxx Companies.
14.2
Each of the Service Provider and Xxxxxx has the rights and obligations allocated to it in each Statement of Work.
14.3
The Service Provider or the Service Provider PWO Party (as applicable) shall provide the Services with effect from the following dates:
(a)
in the case of the Run Services, each Service Commencement Date, as set out in Schedule 4 (Transition and Transformation); and
(b)
in the case of the Project Services under each Project Work Order, the commencement date for the Project Services under that Project Work Order.
14.4
The Service Provider shall provide the Services and perform all its other obligations under this Agreement in a manner that at all times complies with:
(a)
the provisions referred to in Clause 13.4 (in the case of the Project Services);
(b)
subject to Clause 14.5 and if the relevant Project Work Order expressly contemplates the applicability of the associated detail in the Service Provider Technical Solution to the Services set out in such Project Work Order, the Service Provider Technical Solution; and

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(c)
the Policies, as notified by Xxxxxx to the Service Provider in writing from time to time.
14.5
Except to the extent the provisions of this Agreement or the applicable Project Work Order expressly contemplate that an obligation in an SoW is subject to the related detail set out in Schedule 21 (Service Provider Technical Solution), Service Provider shall not be entitled to rely on any provision of Schedule 21 (Service Provider Technical Solution), whether expressed as an assumption, a dependency or otherwise, as limiting or reducing any of its obligations under:
(a)
any other provision of this Agreement (including under any provision of any Schedule other than Schedule 21 (Service Provider Technical Solution)); or
(b)
any Project Work Order.
15.
SERVICE DELIVERY LOCATIONS
15.1
The Service Provider shall provide the Run Services only from Approved Service Delivery Locations.
15.2
If any Project Work Order provides that the Service Provider must provide the Project Services under that Project Work Order (or some of those Services) at or from a particular Xxxxxx Location or Approved Service Delivery Location, or Xxxxxx requires the Service Provider to provide any Catalogue Item at or from a particular Xxxxxx Location or Approved Service Delivery Location, the Service Provider shall provide those Project Services or that Catalogue Item at or from that Xxxxxx Location or Approved Service Delivery Location.
15.3
If any Project Work Order does not include a provision as described in Clause 15.2, or includes such a provision only in respect of certain Project Services under that Project Work Order, then the Service Provider may provide the Project Services under that Project Work Order, or the Project Services not covered by such a provision, from any Approved Service Delivery Location but not from any other location.
15.4
Xxxxxx may, by written notice to the Service Provider, remove any Approved Service Delivery Location from Schedule 10 (Approved Service Delivery Locations) (and that location shall cease to be an Approved Service Delivery Location) if:
(a)
the Service Provider commits a material breach of this Agreement that is wholly or mainly due to the Approved Service Delivery Location, and, if that breach is capable of remedy, that breach is not remedied within twenty (20) Business Days (or such other period as may be agreed by the Parties); or
(b)
that Approved Service Delivery Location does not comply with any Policy and is not or cannot be made to be compliant with that Policy within twenty (20) Business Days.
15.5
Clause 50 (Service Relocation) shall apply if Xxxxxx removes any Approved Service Delivery Location under Clause 15.4.

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16.
SOFTWARE REQUIREMENTS
16.1
The Service Provider shall be responsible for installing, operating and maintaining, at its own expense, the Service Provider Software utilized in the performance of the Services.
16.2
The Service Provider shall provide the following to Xxxxxx together with any Deliverable required to be provided under this Agreement or any Project Work Order that is, or that includes, any Software that has been created or developed by the Service Provider in the performance of the Services (including any Modification to any such Software) (a “Customized Software Deliverable”):
(a)
all Source Code in respect of the Customized Software Deliverable;
(b)
copies of all:
(i)
Service Provider Software that is embedded in the Customized Software Deliverable;
(ii)
Service Provider Software that is necessary to Use, Modify, support or maintain or continue to develop the Customized Software Deliverable, except where such Service Provider Software is owned by a Third Party and the Agreement or relevant Project Work Order expressly sets outs that that Xxxxxx will have to obtain the copies of that Service Provider Software from such Third Party;
(iii)
other Service Provider Software that the Parties have agreed will be provided to Xxxxxx;
(iv)
Third Party Software in respect of which Xxxxxx has requested the Service Provider to assist it in obtaining licenses under Clause 16.8(d); and
(v)
Third Party Software that the Service Provider has incorporated into a Customized Software Deliverable.
(c)
full details of the Customized Software Deliverable, including full name and version details, the type of media on which the Customized Software Deliverable is provided, any backup command or Software used to create the Customized Software Deliverable provided, any compression used on the Customized Software Deliverable, any archive hardware used in relation to the Customized Software Deliverable and details of the operating system on which the Customized Software Deliverable runs;
(d)
any password and encryption details necessary to access the Source Code to the Customized Software Deliverable that the Service Provider is required to provide under this Clause 16.2;
(e)
a directory listing of the media on which the Customized Software Deliverable is provided;
(f)
design information in respect of the Customized Software Deliverable, including module names and functionality; and

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(g)
the name and contact details of the Service Provider Personnel who Xxxxxx may contact if it has any queries regarding the Customized Software Deliverable.
16.3
The Service Provider shall promptly provide Xxxxxx with any additional information that Xxxxxx may reasonably request in order to be able to Use, reproduce, Modify, build, compile, install, enhance or support any Customized Software Deliverable.
16.4
The Service Provider may not incorporate any Service Provider Software, any Third Party Software or any Open Source Software (including any Modification to any Service Provider Software, Third Party Software or Open Source Software made in the course of providing the Services) (the “Software Materials”) into any Xxxxxx Work Product, any Customized Software Deliverable or any of Xxxxxx’x Applications or other Systems unless the Service Provider has all the necessary licenses and consents it requires in order to grant to Xxxxxx the rights described in Clause 29 (Intellectual Property Rights) and:
(a)
the Software Materials were already incorporated in Materials provided by Xxxxxx to the Service Provider for the Service Provider to Modify;
(b)
the Software Materials’ inclusion is expressly set out in a Statement of Work or a Project Work Order as an exception to the obligation set out in this Clause 16.4;
(c)
the Software Materials’ inclusion is approved via the Change Control Process; or
(d)
in the case of Open Source Software, the Open Source Software is Approved Open Source Software.
16.5
In order to ensure compliance with Clause 16.4, the Service Provider shall use Software tools in accordance with Good Industry Practice to detect the presence of Open Source Software.
16.6
The Service Provider may not, without the prior written permission of Xxxxxx or in accordance with the Policies, create any dependency between the Use, Modification, development, maintenance or support of any Customized Software Deliverable or any of Xxxxxx’x Applications or other Systems and:
(a)
any Service Provider IP;
(b)
any Software, Materials or data the Intellectual Property Rights in which (or some of them) are owned by any Third Party; or
(c)
any services, assets or facilities that are not under Xxxxxx’x control and which Xxxxxx does not enjoy a perpetual, irrevocable, transferrable, sublicenseable, royalty-free, fully paid up right to use to the extent necessary for the proper operation of the Customized Software Deliverable, Xxxxxx Application or other System.
In this Clause 16.6, to “create a dependency” means the Customized Software Deliverable, Xxxxxx Application or other System (as applicable), cannot be Used, Modified, developed or supported without one of the items listed in Clauses 16.6(a), 16.6(b) or 16.6(c).

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16.7
The Service Provider shall ensure that all Service Provider Software, Third Party Software and Open Source Software that are incorporated into any Xxxxxx Work Product, any Customized Software Deliverable or any of Xxxxxx’x Applications or other Systems are clearly identified, either in the Source Code in respect of the Xxxxxx Work Product or Customized Software Deliverable or as otherwise agreed between the Parties, as being Service Provider Software, Third Party Software or Open Source Software (as the case may be).
16.8
The Service Provider shall:
(a)
obtain the prior written approval of Xxxxxx in respect of all Systems used in the creation or development of Xxxxxx Work Product created for Regulated Systems;
(b)
not use any System in the creation or development of Xxxxxx Work Product created for Regulated Systems that has not been approved by Xxxxxx in accordance with Clause 16.8(a);
(c)
obtain for the benefit of Xxxxxx and the other Xxxxxx Companies, at the Service Provider’s cost (unless expressly stated as a Xxxxxx Responsibility), a license, on terms that are at least as favorable as those in Clause 29.4 (or such other terms as may be agreed by the Parties in writing) in respect of any Third Party Software incorporated into any Xxxxxx Work Product or any Customized Software Deliverable;
(d)
if requested by Xxxxxx, assist Xxxxxx in obtaining (including introducing Xxxxxx to the relevant Third Party), at Xxxxxx’x cost, a license for Xxxxxx and the other Xxxxxx Companies to Use any Third Party Software approved by Xxxxxx in accordance with Clause 16.8(a) on, to the extent agreed by the applicable Third Party licensor, the standard license terms offered by the relevant Third Party licensor;
(e)
obtain for the benefit of Xxxxxx and the other Xxxxxx Companies, at the Service Provider’s cost, a license to Use any Software, Materials and data, and any services, assets or facilities, owned by any Third Party and on which the Use, Modification, development, maintenance or support of any Customized Software Deliverable becomes dependent as a result of any action taken by the Service Provider in breach of Clauses 16.6(b) or 16.6(c); and
(f)
wherever possible, use applications and tools that are generally commercially available in the creation and development of Xxxxxx Work Product.
17.
SERVICE LEVELS
17.1
The Service Levels are set out in Schedule 6 (Service Levels and Service Credits).
17.2
Without limiting the Service Provider’s obligations to provide the Services in accordance with the quality standards in Clause 19 (Quality), the Service Provider must ensure that the Services at all times meet or exceed the Service Levels.

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17.3
If Service Level Default occurs, the Service Provider shall do any or all of the following (as directed by Xxxxxx):
(a)
prior to the end of the month following the month in which the failure (or, as applicable, the last failure) occurred (or within such shorter period as may be specified in Schedule 6 (Service Levels and Service Credits)), perform a Root Cause Analysis to identify the cause of such failure and provide Xxxxxx with a written report identifying the root cause of the failure, the consequences of the failure and the Service Provider’s procedures for correcting the failure and for ensuring that the failure does not occur again in the future, in each case as further set out in Schedule 6 (Service Levels and Service Credits); and
(b)
correct any fault or defect in the Systems (other than Systems that Xxxxxx is responsible for providing and maintaining, in each case as expressly stated in the applicable Statement of Work or Project Work Order) or processes used by the Service Provider to provide the Services which gave rise to the failure so that the same fault or defect does not reoccur.
17.4
The Service Provider is responsible for ensuring that performance against each of the Service Levels is capable of being measured and reported, and that performance is measured and reported, in accordance with this Agreement.
17.5
If the Service Provider does not measure or report performance against any Service Level in any month in which the Service Provider is required to measure and report performance as set out in Schedule 6 (Service Levels and Service Credits), then the Service Provider shall be deemed to have failed to meet that Service Level and all the normal consequences of such a failure shall apply including crediting Service Credits in accordance with Clause 18 (Service Credits).
18.
SERVICE CREDITS
18.1
If a Service Level Default occurs, the Service Provider shall credit Xxxxxx Service Credits in accordance with Schedule 6 (Service Levels and Service Credits).
18.2
The Service Credits that the Service Provider must credit to Xxxxxx shall be credited, reported, applied and calculated in accordance with the method set out in Schedule 6 (Service Levels and Service Credits).
18.3
The Service Provider must automatically credit Service Credits against the Charges in accordance with Schedule 3 (Pricing and Invoicing).
18.4
The Service Provider acknowledges and agrees that the credit of any Service Credit by the Service Provider is a one-time price adjustment (without the need to adjust the Charges in Schedule 3 (Pricing and Invoicing)) to reflect the fact that Xxxxxx was not provided the quality of Service that it contracted to receive. A Service Credit is therefore not an estimate of the loss or damage suffered by Xxxxxx as a result of the Service Provider’s failure to deliver the Services to meet a Service Level.

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18.5
If Xxxxxx brings an action based on the same circumstances that gave rise to the payment of Service Credits then any award of damages shall be reduced by the amount of the Service Credit to reflect the Service Credits already credited.
18.6
Service Credits are not Xxxxxx’x sole or exclusive remedy in relation to:
(a)
any failure by the Service Provider to meet the Service Levels; or
(b)
breach of, or failure to perform, this Agreement by the Service Provider.
18.7
Subject to Clause 18.5, Xxxxxx is not precluded from claiming general damages should Service Credits not fully compensate Xxxxxx for its recoverable loss.
19.
QUALITY
19.1
The Service Provider shall perform its obligations under this Agreement in accordance with Good Industry Practice.
19.2
The Parties shall have the rights and obligations allocated to them in Schedule 14 (Xxxxxx Policies).
20.
TRAINING
20.1
The Service Provider shall train the Service Provider Personnel about Xxxxxx Policies and on regulatory matters impacting on Xxxxxx. In the case of regulatory matters, the Service Provider shall train the Service Provider Personnel in accordance with Xxxxxx’x interpretation of such regulatory matters that it notifies to the Service Provider in writing, and, if Xxxxxx does not notify the Service Provider of any interpretation, the Service Provider shall train the Service Provider Personnel about regulatory matters impacting on Xxxxxx in accordance with Good Industry Practice.
20.2
Xxxxxx may provide materials, including speaker notes and handouts, for use in the training sessions referred to in Clause 20.1, and the Service Provider shall ensure that these materials are used in those training sessions, including in such manner as Xxxxxx may specify.
20.3
The Service Provider shall bear all of its own costs related to the staging and running of the training sessions referred to in Clause 20.1.
20.4
Xxxxxx shall have the right to attend training sessions referred to in Clause 20.1. The Service Provider shall, promptly upon request by Xxxxxx, provide Xxxxxx with copies of all materials presented or distributed to Service Provider Personnel attending training sessions referred to in Clause 20.1.
20.5
If Xxxxxx discovers that the Service Provider is not performing its obligations under Clause 20.1 in accordance with Good Industry Practice, or that the training sessions under Clause 20.1 are otherwise deficient in any material respect, then, without prejudice to any of Xxxxxx’x other remedies under this Agreement, the Parties may agree that until the Service Provider has remedied that failure or those deficiencies:

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(a)
Xxxxxx may require all Service Provider Personnel to attend training sessions run by or on behalf of Xxxxxx on the matters referred to in Clause 20.1;
(b)
the Service Provider shall bear all of its own costs related to the attendance by Service Provider Personnel at those training sessions (including travel and living expenses); and
(c)
Xxxxxx shall not be liable to pay any amounts to the Service Provider in respect of the time spent by any Service Provider Personnel in attending any of those training sessions.
20.6
Xxxxxx may, in circumstances other than those described in Clause 20.5, require Service Provider Personnel to attend training sessions run by or on behalf of Xxxxxx on the matters referred to in Clause 20.1. Xxxxxx shall reimburse the Service Provider’s reasonable travel and living expenses incurred in complying with this Clause 20.6.
21.
MUTUAL ASSISTANCE AND COOPERATION
The Parties shall have the rights and obligations allocated to them in Schedule 17 (Mutual Assistance and Cooperation).


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PART F    CHANGE
22.
THE RELEVANT CHANGE MANAGEMENT PROCESS
The Parties shall have the rights and obligations as set out in Schedule 9 (Change).
23.
TECHNOLOGY DEVELOPMENT AND ASSET REFRESH
23.1
Continuous Improvement
(a)
The Service Provider shall proactively plan for and identify opportunities to improve the Services and, in so doing, shall advise Xxxxxx of each such opportunity that is identified for consideration and possible implementation.
(b)
The Service Provider shall, in addition to any requirements to reduce the Charges as set out in Schedule 3 (Pricing and Invoicing), proactively plan for and identify opportunities to reduce the Charges further (without compromising the quality of the Services) and, in so doing, shall advise Xxxxxx of each such opportunity that is identified for consideration and possible implementation.
23.2
Technological Flexibility
(a)
The Service Provider shall, where practicable, employ technology platforms, systems and solutions to provide the Services that have the ability to interface and interoperate with industry standard technology platforms and systems.
(b)
Notwithstanding and in addition to Clause 23.2(a), all interfaces that are required to be prepared and developed by the Service Provider under this Agreement or any Project Work Order must, where practicable and unless otherwise mandated by Xxxxxx, be prepared and developed:
(i)
using open standards and open communications protocols;
(ii)
in accordance with the Service Provider’s then current development, interface and interoperability methodologies;
(iii)
using applications and Software tools that are generally available in the market (if any), rather than bespoke applications or Software tools created for the purpose of developing a specific interface unless otherwise agreed between the Parties; and
(iv)
in accordance with Good Industry Practice in the Software development industry and any specific practices recommended, and publications issued (including recommendations on the use of application programming interfaces) by the vendor of the platforms, Systems and solutions that the interfaces are designed to connect.


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PART G    SECURITY, BUSINESS CONTINUITY AND INCIDENT MANAGEMENT
24.
SECURITY
24.1
The Service Provider shall comply with its obligations in relation to security set out in the Policies and each Statement of Work.
24.2
The Service Provider understands and acknowledges that Xxxxxx is a covered entity and/or business associates subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and any regulations promulgated thereunder (collectively the “HIPAA Rules”) and that Service Provider creates, receives, maintains, and/or transmits Protected Health Information (“PHI”) in providing Services on behalf of Xxxxxx. The Parties agree to enter into the Business Associate Agreement set forth in Schedule 24 (Certain Security Requirements).
24.3
The Service Provider understands and acknowledges that Xxxxxx is a Qualified Health Plan which participates in state and federal health insurance exchanges which involve the use and disclosure of Personally Identifiable Information (“PII”). The Service Provider agree to comply with applicable state and federal law with respect to safeguarding such PII. The Parties agree to abide by the requirements set forth in Schedule 24 which is incorporated herein by reference. The Service Provider shall access or use Xxxxxx’x Systems only for the purpose of performing the Services and for no other purpose whatsoever.
24.4
The Service Provider understands and acknowleges that Xxxxxx is subject to other state and federal laws regulating the privacy and confidentiality of personal information, including, but not limited to, the Xxxxx-Xxxxx-Xxxxxx Act (“GLBA”), Title 42 Part 2 pertaining to the confidentiality of Substance Abuse Disorder Information, and 42 CFR 431.00 et seq., pertaining to the Confidentiality of Medicaid Participant information, and the California Consumer Privacy Act (“CCPA”).
24.5
When accessing or using Xxxxxx’x Systems the Service Provider shall, and shall procure that such of the Service Provider Personnel who have access to Xxxxxx’x Systems in connection with the performance of the Services shall, comply with all Policies relating to security of Xxxxxx’x Systems.
24.6
The Service Provider shall ensure that all the Service Provider Personnel are granted access to Xxxxxx’x Confidential Information and any of Xxxxxx’x Systems only on a need-to-access basis which shall be restricted to such access as is necessary to perform the Services. Such Service Provider Personnel granted access shall be bound by written confidentiality obligations no less restrictive than those set out in this Agreement (which obligations may, in respect of each Service Provider Person, be set out in that Service Provider Person’s terms of employment or in a separate non-disclosure agreement) and shall be informed by the Service Provider of the confidentiality obligations in this Agreement.

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24.7
The Service Provider shall ensure that no Service Provider Company and, to the extent any of the following events arise from any failure by the Service Provider to fulfill its obligations under this Agreement, that no Third Party:
(a)
suspends, interrupts or discontinues Xxxxxx’x (or any Xxxxxx Company’s) use of Xxxxxx’x Systems;
(b)
erases, destroys, corrupts or modifies any of the Xxxxxx Data without the consent or knowledge of Xxxxxx;
(c)
is, at any time, unable to locate definitively any media, device or equipment on which Xxxxxx Data is stored; or
(d)
bypasses any internal or external security measure in order to obtain access to the relevant Xxxxxx Systems or Xxxxxx Data without the consent or knowledge of Xxxxxx.
24.8
The Service Provider shall notify Xxxxxx as soon as it becomes aware of any actual or suspected breaches of this Clause 24 (Security). Xxxxxx shall be entitled to investigate, or engage a third party to investigate on its behalf, any actual or alleged breaches (and the Service Provider shall fully cooperate) and the Service Provider shall, as soon as practicable and to extent such actual or alleged breaches are rectifiable by the Service Provider, rectify any breaches identified. The costs of any such investigation, cooperation, and of any rectification of failures by the Service Provider to comply with this Clause 24 (Security), shall be borne by the Service Provider; provided, however, that Xxxxxx shall be responsible for such costs to the extent (a) the Service Provider is not responsible for the actions of the applicable Third Party as set out in Clause 24.7, (b) the breach was caused by Xxxxxx, (c) the breach was caused by an Other Service Provider whose contract with Xxxxxx or whose related activities are not being administered or managed by the Service Provider or any of its Affiliates, or (d) the breach was caused by an Other Service Provider whose contract with Xxxxxx or whose related activities are being managed by the Service Provider and such breach was not directly caused by Service Provider’s failure to properly manage or administer such Other Service Provider.
24.9
The Service Provider shall notify Xxxxxx as soon as it becomes aware of any actual or suspected vulnerability in the security of any of Xxxxxx’x Systems (whether or not those vulnerabilities are, or result from, a breach of this Agreement by the Service Provider).
25.
BUSINESS CONTINUITY MANAGEMENT AND DISASTER RECOVERY
25.1
In addition to the Service Provider’s obligations set out in Schedule 23 (Business Continuity and Disaster Recovery), the Service Provider shall implement, test and maintain disaster recovery and business continuity procedures in respect of its own Systems and facilities used to provide the Services, in accordance with Good Industry Practice.
26.
MAJOR INCIDENTS
26.1
In the event of a Major Incident, the Service Provider shall:

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(a)
comply with its obligations in this Agreement and the Policies according to the nature and impact of that Major Incident;
(b)
take Appropriate Actions to mitigate any adverse effects of the Major Incident on the Services; and
(c)
take Appropriate Actions to ensure that the steps taken by the Service Provider in managing and resolving the Major Incident do not add any further disruptions to the impact of the Major Incident on the Services.
26.2
If a Major Incident is caused or contributed to by, or is otherwise connected to, the Services or Deliverables that the Service Provider has provided under this Agreement or any Project Work Order, the Service Provider shall:
(a)
take Appropriate Actions to assign personnel from its Incident Response Team to manage and resolve the Major Incident (before assigning BAU Personnel); and
(b)
to the extent that it is unable to assign personnel from its Incident Response Team in accordance with Clause 26.2(a), take Appropriate Actions to:
(i)
assign BAU Personnel to manage and resolve the Major Incident; and
(ii)
back-fill the roles of any BAU Personnel assigned in accordance with Clause 26.2(b)(i).
26.3
Subject to Clause 26.4 and without prejudice to Clause 60 (Excusing Causes) and Clause 61 (Force Majeure), the Service Provider shall not be liable for a failure to perform its obligations under this Agreement (other than any of its obligations under this Clause 26 (Major Incidents)) if and to the extent that the failure resulted from:
(a)
an action or step taken by the Service Provider in managing and resolving a Major Incident which Xxxxxx directed the Service Provider to take; or
(b)
BAU Personnel being assigned to manage and resolve a Major Incident in accordance with this Clause 26 (Major Incidents) and, as a result, being unavailable to perform the Services.
26.4
The Service Provider shall not be entitled to relief under Clause 26.3 to the extent that:
(a)
the Major Incident occurred as a result of a breach by the Service Provider of any of its obligations under this Agreement or a negligent act or omission on the part of the Service Provider; or
(b)
the Service Provider fails to comply with its obligations under Clause 26.1.
26.5
The Service Provider’s obligations under this Agreement in relation to the management and resolution of a Major Incident apply irrespective of whether the Parties have agreed on the Service Provider’s liability in relation to that Major Incident or any action or step to be taken in managing or resolving the Major Incident, and the Service Provider may not

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refuse to perform those obligations on the grounds that the Parties have not reached such agreement.
26.6
In circumstances where a Major Incident was not caused by an act or omission of the Service Provider (or of a Service Provider Company), or by the Service Provider’s breach of any of its obligations under this Agreement, to the extent the Service Provider’s compliance with this Clause 26 causes it to incur demonstrable and material costs in addition to those it incurs in complying with its obligations under this Agreement, the Parties shall agree any adjustment to the Charges in accordance with the Change Control Process.
26.7
The Service Provider shall:
(a)
maintain a plan for responding to Major Incidents using the Incident Response Team and shall test this plan on an annual basis;
(b)
ensure that a member of the Incident Response Team is available at all times to respond to a Major Incident, irrespective of when or where the Major Incident occurs;
(c)
maintain an up-to-date call-out list containing names, roles and contact details (including mobile and home phone numbers) of all members of the Incident Response Team;
(d)
identify a manager and single point of contact on the Incident Response Team;
(e)
cooperate with Other Service Providers to share such call-out lists for each Incident Response Team;
(f)
recommend to Xxxxxx that a Major Incident be declared as a result of an event or crisis within the Service Provider’s own organization; and
(g)
participate in formal reviews and assessments of all Major Incidents to capture learning and improvements to the Services arising out of the Major Incident including retrospectively processing such Major Incidents in accordance with this Agreement and the Policies.
27.
VIRUS AND HARMFUL CODE PROTECTION
27.1
Service Provider Responsibility
(a)
Subject to Clause 27.1(c), the Service Provider must ensure that it does not introduce, or, by failing to comply with its obligations under this Agreement, permit the introduction of, any computer program virus, drop dead device, Trojan horse, time bomb, back door device, or other code that is harmful, destructive, disabling or which assists in or enables unauthorized access to, or use or modification of, any of Xxxxxx’x Systems or associated data or otherwise disrupts or impairs the normal operation of any of Xxxxxx’x Systems (“Harmful Code”) into any Xxxxxx Work Product or in any Customized Software Deliverable.

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(b)
The Service Provider must take Appropriate Actions to ensure that no Harmful Code is introduced into any of Xxxxxx’x Systems by the Service Provider or any of its Subcontractors.
(c)
The Service Provider will not be in breach of the provisions of Clause 27.1(a) in circumstances where Materials provided to it by Xxxxxx or Other Service Providers already contain Harmful Code, except where the Service Provider’s obligations under this Agreement or a Project Work Order in relation to the Customized Software Deliverable include an obligation to eliminate such Harmful Code.
27.2
Xxxxxx Responsibility
Xxxxxx shall implement and enforce its own internal policies as they apply to virus protection.
27.3
Procedure if Harmful Code is Found
If any Harmful Code is found by the Service Provider to have been introduced into any Xxxxxx Work Product, any Customized Software Deliverable or any of Xxxxxx’x Systems:
(a)
the Service Provider must report that fact to Xxxxxx as soon as the Service Provider becomes aware of it and provide all information reasonably requested by Xxxxxx and which it is capable of providing in relation to the Harmful Code, its manner of introduction and the effect the Harmful Code has had or is likely to have;
(b)
the Service Provider shall cooperate fully with Xxxxxx and its Third Party suppliers in taking the necessary remedial action to eliminate the Harmful Code and shall itself take Appropriate Actions to prevent re–occurrence (including implementing appropriate policies and processes to prevent further occurrences);
(c)
if so directed by Xxxxxx, the Service Provider shall, at its own cost (except in circumstances where Clause 27.3(d) applies), take Appropriate Actions to remove the Harmful Code from all Xxxxxx Work Product, Customized Software Deliverables and Xxxxxx Systems (or such of them as Xxxxxx may specify) but shall in all cases remedy any consequences of the introduction, execution or proliferation of the Harmful Code, whether by way of removing the Harmful Code or creating a Workaround; and
(d)
Xxxxxx shall bear the cost of the Service Provider removing Harmful Code in accordance with this Clause 27.3 if (i) the Harmful Code was introduced by Xxxxxx or a Third Party acting on Xxxxxx’x behalf or (ii) the Service Provider is not responsible for the actions of the applicable Third Party as set out in Clause 24.7, in each case unless the Service Provider is required to remove the Harmful Code as part of the Services or under another agreement with a Xxxxxx Company.

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PART H    FACILITIES AND SAFETY, HEALTH AND ENVIRONMENT
28.
SITE SYSTEMS AND ACCESS TO XXXXXX FACILITIES
28.1
The Service Provider may install Site Systems only in accordance with the terms set out in Schedule 13 (Access to Xxxxxx Facilities).
28.2
Xxxxxx shall give the Service Provider the access to the Xxxxxx Facilities as is required by Schedule 13 (Access to Xxxxxx Facilities) and each Project Work Order and each Party shall have the rights and obligations in relation to accessing the Xxxxxx Facilities as set out in Schedule 13 (Access to Xxxxxx Facilities) or in a Project Work Order.
28.3
Xxxxxx’x Discretion
The Service Provider may install Site Systems at Xxxxxx Facilities only with Xxxxxx’x prior written consent, which may be given or refused in Xxxxxx’x absolute discretion. Xxxxxx consents to the continuing installation of Site Systems that are already installed at Xxxxxx Facilities as at the Effective Date, and consents to the installation of those Site Systems that are specifically included in the Agreement, a Project Work Order or a Transition Project.
28.4
Quality and Compliance
The Service Provider shall procure that all Site Systems comply and remain compliant with all applicable Policies until removed from Xxxxxx Facilities.
28.5
Compatibility
The Service Provider shall procure that the Site Systems and the Services are at all times compatible with the technical standards set out in the Policies.
28.6
Installation, Removal and Use
(a)
The Service Provider shall, in reasonable time:
(i)
provide Xxxxxx with the information and instructions necessary to enable appropriately skilled Xxxxxx personnel to prepare each Xxxxxx Facility for the delivery and installation of the Site Systems; and
(ii)
deliver the Site Systems to, and install them at, Xxxxxx Facilities.
(b)
When a Site System ceases to be used in the provision of the Services, the Service Provider shall promptly disconnect that System, make good any damage caused by the disconnection (unless otherwise instructed by Xxxxxx) and remove it from the relevant Xxxxxx Facility, provided that where the Site System is an Exit System, the Service Provider shall take no action to remove that Site System from the relevant Xxxxxx Facility unless Xxxxxx gives its written consent, which it shall not unreasonably withhold.
(c)
The Service Provider shall not use the Site Systems other than for the provision of the Services without first obtaining Xxxxxx’x written consent.

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(d)
If a Site System is removed from a Xxxxxx Facility, the Service Provider shall promptly securely erase all Xxxxxx Data and Xxxxxx Confidential Information from that Site System in accordance with the Policies and with Xxxxxx’x written consent.


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PART I    INTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION
29.
INTELLECTUAL PROPERTY RIGHTS
29.1
Ownership of Pre–existing Intellectual Property Rights
(a)
This Agreement shall not assign or otherwise transfer any Intellectual Property Rights existing as at the Effective Date.
(b)
Neither Party shall contest ownership of all or part of the other Party’s pre–existing Intellectual Property Rights.
29.2
License of Xxxxxx IP and Xxxxxx Work Product
(a)
Xxxxxx shall retain all right, title and interest in and to the Xxxxxx IP, including all Intellectual Property Rights therein.
(b)
Subject to this Clause 29.2, the Service Provider and the Approved Subcontractors are hereby granted (in each case, to the extent necessary and for the sole purpose of providing the Services):
(i)
a world–wide, fully paid–up, non–exclusive license to Use the Xxxxxx IP; and
(ii)
a right to use the Xxxxxx–owned Systems, and, to the extent permitted under the relevant lease, Xxxxxx–leased Systems.
(c)
The Xxxxxx IP shall be made available to the Service Provider in such form and on such media as exists at the Effective Date and for Xxxxxx IP provided after the Effective Date in such form and on such media as may be agreed between the Parties.
(d)
Neither the Service Provider nor the Approved Subcontractors shall be permitted to Use the Xxxxxx IP for the benefit of any entities other than Xxxxxx Companies without the prior written consent of Xxxxxx, which may be withheld at Xxxxxx’x sole discretion.
(e)
The license granted under this Clause 29.2 shall take effect from the date that the Xxxxxx IP is first provided to the Service Provider or the Approved Subcontractors.
(f)
The right to use the Xxxxxx–owned or leased Systems under this Clause 29.2 shall take effect from the following date:
(i)
in the case of each System that is required to be used by the Service Provider or the Approved Subcontractors in the provision of the Run Services, the applicable Service Commencement Date; and
(ii)
in the case of each System that is required to be used by the Service Provider or the Approved Subcontractors in the provision of the Project Services, the commencement of the applicable Project Work Order (or, if the System is

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required to be used in relation to more than one Project Work Order, the first commencement of any such Project Work Order).
(g)
The license granted under this Clause 29.2 shall terminate:
(i)
in respect of a particular item of the Xxxxxx IP, on the date that item ceases to be Used in performance of the Services, in which event the Service Provider shall (to the extent the Xxxxxx IP is, or comprises, Confidential Information) promptly comply with Clause 32 (Return of Confidential Information) in respect of that item; and
(ii)
in total, on the date on which this Agreement has expired or been terminated and the Service Provider has completed the performance of all of its obligations under all Project Work Orders (including its obligations under Schedule 8 (Termination Assistance and Exit) in respect of all Project Work Orders that are terminated).
(h)
The right to use the Xxxxxx–owned or leased Systems under this Clause 29.2 shall terminate on the date on which this Agreement has expired or been terminated and the Service Provider has completed the performance of all of its obligations under all Project Work Orders (including its obligations under Schedule 8 (Termination Assistance and Exit) in respect of all Project Work Orders that are terminated).
29.3
Rights in Xxxxxx Work Product
(a)
Subject to Clause 29.1, Clause 29.3(b), and Clause 29.3(c), Xxxxxx shall own all right, title and interest (including ownership of all Intellectual Property Rights, patentable inventions and patents thereon) in and to Xxxxxx Work Product. This Agreement memorializes that it was the Parties’ intent before commencement of the Xxxxxx Work Product that the Xxxxxx Work Product was to be a work made for hire within the meaning of the Copyright Act, 17 U.S.C. § 101 et seq. and all other applicable intellectual property laws, owned by Xxxxxx. The Service Provider acknowledges that, for the purposes of the foregoing, the Work Product shall be considered “works made for hire” under all applicable copyright laws.
(b)
To the extent that any of the rights, title and interest referred to in Clause 29.3(a) do not vest in Xxxxxx by operation of law, the Service Provider hereby irrevocably assigns, transfers and conveys to Xxxxxx with full title guarantee and, when applicable, shall procure that any of its Affiliates or Subcontractors irrevocably assign, transfer and convey to Xxxxxx with full title guarantee, without further consideration, all such rights, title and interest (including Intellectual Property Rights) and such assignment shall be an assignment (in respect of any copyright subsisting therein) of future copyright pursuant the Copyright Act, 17 U.S.C. § 101 et seq. and all other applicable intellectual property laws.
(c)
If a Deliverable, or any other Software or Materials specifically created or developed by the Service Provider for Xxxxxx and required to be delivered to Xxxxxx in the

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course of providing the Services, incorporates Service Provider IP (including any Modification of pre-existing Service Provider IP):
(i)
that Deliverable, Software or Materials as a whole shall be treated for the purposes of this Agreement as Xxxxxx Work Product, and not as a Modification of the incorporated Service Provider IP; but
(ii)
that incorporated Service Provider IP shall remain treated as Service Provider IP, and nothing in this Agreement shall assign or otherwise transfer any Intellectual Property Rights in that incorporated Service Provider IP.
(d)
With respect to any moral rights in any of the Xxxxxx Work Product, the Service Provider shall procure, and shall procure that any Affiliates of the Service Provider and any Subcontractors procure, that all applicable moral rights shall not be asserted by the holder of such rights.
29.4
License of Service Provider IP
(a)
Subject to Clause 29.3 and this Clause 29.4, the members of the Service Provider Group shall retain all right, title and interest in and to the Service Provider IP, including all Intellectual Property Rights therein.
(b)
The Service Provider hereby grants to each Xxxxxx Company, for its benefit and for the benefit of its contractors and agents, a perpetual, irrevocable, world-wide, fully paid-up, non-exclusive, transferable license (with the right to sublicense) to Use and Modify all Service Provider IP that is:
(i)
incorporated within any Deliverable or Xxxxxx Work Product by the Service Provider or any Subcontractor (whether solely or jointly with Xxxxxx or any Third Party);
(ii)
otherwise necessary for the Use of any Xxxxxx Work Product or any Deliverable;
(iii)
necessary for the ongoing support, maintenance, Modification or development of any Xxxxxx Work Product or any Deliverable; or
(iv)
integrated into any other Systems that are transferred to Xxxxxx or a Successor Supplier on termination or expiry of this Agreement (in whole or in part).
(c)
Clause 29.4(b) applies to Service Provider IP irrespective of whether the use made of the Service Provider IP by the Service Provider in providing the Services was in compliance with, or in breach of, this Agreement.
(d)
Other than in the case specified in Clause 29.4(e)(i) or for the purpose specified in Clause 29.4(e)(ii), or as otherwise expressly provided in this Agreement, and subject always to Clause 29.4(f), nothing in this Agreement shall be construed to give Xxxxxx, a Xxxxxx Company or an Other Service Provider the right to use any

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Embedded Service Provider IP in a manner unconnected with the Application or System in connection with which the Embedded Service Provider IP is provided.
(e)
For the purpose of Clause 29.4(d):
(i)
the case specified in this Clause is: if another provision of this Agreement or a Project Work Order provides, or the specifications applicable to the Application or System or to the Deliverable in which the Embedded Service Provider IP is incorporated provide, for that Service Provider IP to be used other than in connection with that Application or System; and
(ii)
the purpose specified in this Clause is: achieving interoperability with that Application or System.
(f)
Clause 29.4(d) shall not apply in respect of any Embedded Service Provider IP if the Service Provider does not comply with Clause 16.4 or 16.7 in respect of that Embedded Service Provider IP.
(g)
The Service Provider hereby grants to each Xxxxxx Company, for its benefit and for the benefit of its contractors and agents, during the Term (including the term of any Project Work Order that continues after the end of the Term, and any Exit Period), a world–wide, fully paid–up, non–exclusive license to Use the Service Provider IP (other than Service Provider IP subject to the license under Clause 29.4(b)) to the extent necessary to receive the Services.
(h)
The Service Provider hereby grants to each Xxxxxx Company for the benefit of the Other Service Providers, during the Term (including the term of any Project Work Order that continues after the end of the Term and any Exit Period), a world–wide, fully paid–up, non–exclusive license to Use the Service Provider IP (other than Service Provider IP subject to the license under Clause 29.4(b)) to the extent necessary to enable those Other Service Providers to interact with the Service Provider or to enable the Other Service Provider’s services to interface with the Services.
(i)
Xxxxxx shall ensure that the Other Service Providers comply with the license granted pursuant to Clause 29.4(h).
(j)
The licenses granted under this Clause 29.4 above shall take effect from the date on which the Service Provider IP that is the subject of the license is first used by, or on behalf of, the Service Provider to provide the Services or incorporated into any Deliverable or any Xxxxxx Work Product or becomes necessary for the Use of any Deliverable or any Xxxxxx Work Product.
(k)
If a Service Provider Method is incorporated within Xxxxxx’x business processes or practices:
(i)
by or on behalf of the Service Provider;

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(ii)
by or on behalf of Xxxxxx, on the Service Provider’s recommendation; or
(iii)
by or on behalf of Xxxxxx as a result of Xxxxxx having learned to perform the Service Provider Method in the course of receiving the Services during the Term,
then the Service Provider hereby grants to each Xxxxxx Company, for its benefit and for the benefit of its contractors and agents (in connection with the provision of services to a Xxxxxx Company), a perpetual, irrevocable, world-wide, fully paid-up, non-exclusive, transferable license (with the right to sublicense) to conduct its business and operate its processes and practices incorporating the Service Provider Method. For the avoidance of doubt, Xxxxxx shall comply with its obligations set out in Clause 30 (Confidentiality) with respect to Service Provider Methods except as the disclosure thereof may be permitted as set out in this Clause 29.4(k).
(l)
In each case where the Service Provider grants a license under this Clause 29.4 for the benefit of a contractor or agent of any Xxxxxx Company or any Other Service Provider, that contractor, agent or Other Service Provider may exercise its rights under that license for the sole purpose of providing goods, services and Software to the Xxxxxx Companies.
29.5
Protection of each Party’s Rights
(a)
Except to the extent contemplated in this Agreement, the Service Provider shall not at any time do anything or cause anything to be done that would prejudice Xxxxxx’x right, title and interest in any of the Intellectual Property Rights vested in Xxxxxx pursuant to this Agreement.
(b)
Except to the extent contemplated in this Agreement, Xxxxxx shall not at any time do anything or cause anything to be done that would prejudice the Service Provider’s right, title and interest in any Intellectual Property Rights vested in the Service Provider pursuant to this Agreement.
(c)
Each Party agrees to, at the claiming Party’s reasonable expense, do all things reasonably necessary to confirm the ownership of the subject matter and Intellectual Property Rights therein as contemplated in this Clause 29 (Intellectual Property Rights), including executing or procuring the execution of documents or taking other reasonable actions as necessary to perfect ownership or otherwise to give full effect to the licenses granted pursuant to this Clause 29 (Intellectual Property Rights).
(d)
Neither Party shall be permitted to use any trademarks of the other Party for any purpose except with the express written permission of the owner of the trade marks.
30.
CONFIDENTIALITY
30.1
In this Clause 30 (Confidentiality), the “Disclosing Party” means the Party making a disclosure of Confidential Information to the other Party (the “Receiving Party”).

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30.2
The Receiving Party shall, and shall procure that its Subcontractors shall:
(a)
keep the Confidential Information confidential;
(b)
not disclose the Confidential Information to any person, other than in accordance with Clauses 30.3 to 30.5 or Clause 30.7, unless it first obtains the written consent of the Disclosing Party; and
(c)
not use the Confidential Information other than for the Permitted Purposes.
30.3
Each Party and its Subcontractors may disclose Confidential Information to:
(a)
each other and their respective employees and Authorized Persons; and
(b)
its auditors to the extent reasonably required for such appointment and the exercise by the auditor of its audit obligations.
30.4
Without limiting Clause 30.3, Xxxxxx may disclose Confidential Information (other than Service Provider Commercially Sensitive Information) to:
(a)
Successor Suppliers to the extent set out in the Exit Plan or Schedule 8 (Termination Assistance and Exit);
(b)
any Step-In Agent appointed pursuant to Clause 48 (Step-In) to the extent reasonably required for such appointment and the exercise by the Step-In Agent of its step-in obligations, provided such Step-In Agent enters into an Agreed Form NDA;
(c)
any Other Service Provider to the extent required to enable the Other Service Provider to interact with the Service Provider or to enable the Other Service Provider’s services to interface with the Services; and
(d)
without limiting Clause 30.10, any Regulatory Authority (or any Person that is an Affiliate of, or acting at the behest of, a Regulatory Authority) to which Xxxxxx or any Xxxxxx Company is obligated to provide services pursuant to a contract with such Regulatory Authority or Person.
30.5
The Receiving Party may disclose Confidential Information to Third Parties (including, if the Receiving Party is Xxxxxx, any Step-in Agent, Successor Supplier or Other Service Provider) only if those Third Parties have entered into a non-disclosure agreement for the benefit of the Disclosing Party containing confidentiality terms no less stringent than those set out in this Agreement (which may take the form of an Agreed Form NDA) or to those that are subject to professional obligations preventing disclosure.
30.6
The Receiving Party shall be liable to the Disclosing Party if any person to whom the Receiving Party disclosed Confidential Information does not comply with this Clause 30 (Confidentiality) or the non-disclosure agreement in favor of the Disclosing Party described in Clause 30.5 above.
30.7
The Receiving Party may disclose any information relating to the services or transactions under this Agreement and Confidential Information where disclosure is required by law,

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by a court of competent jurisdiction or by a regulatory body or stock exchange with authority over its business or securities, provided that, where permitted by law, the Receiving Party gives the Disclosing Party as much notice of the disclosure as is practicable so that the Disclosing Party may seek a protective order. The compelled disclosure described in the preceding sentence shall not otherwise alter or affect the confidential nature of the Confidential Information.
30.8
The obligations contained in Clauses 30.2 to 30.7 do not apply to any Confidential Information which:
(a)
is at the date of this Agreement in, or at any time after the date of this Agreement comes into, the public domain other than through the Receiving Party’s breach of this Agreement;
(b)
can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party before disclosure to the Receiving Party;
(c)
has been developed by the Receiving Party independently, without reference to any Confidential Information provided by or otherwise obtained from the Disclosing Party (or another member of its Group) or its contractors; or
(d)
subsequently comes lawfully into the possession of the Receiving Party from a Third Party without restriction as to disclosure or use.
30.9
Nothing in this Clause 30 (Confidentiality) or any other obligation of confidence arising under this Agreement or at law or in equity shall restrict in any way the use (including disclosure) or enjoyment by Xxxxxx of any Service Provider IP (in accordance with any license terms) that Xxxxxx is authorized to use or enjoy under this Agreement.
30.10
Each Party may disclose to any Regulatory Authority a breach by the other of this Agreement where such Party has an obligation to disclose that breach to a Regulatory Authority.
30.11
Subject to Clause 30.3, Clause 30.4 and Clause 30.7, in no event shall either Party’s Confidential Information be provided to other persons who are, or who work for, a competitor of such Party without that Party’s prior written consent.
30.12
If the Receiving Party commits a breach of this Clause 30 (Confidentiality), the Disclosing Party shall be entitled to seek the remedies afforded it in equity or at law for breach of confidence, in addition to the remedies available to it for breach of contract.
30.13
Xxxxxx shall be entitled to disclose the terms of this Agreement (other than Schedule 21 (Service Provider Technical Solution) and the Charges) and any Project Work Orders to any Third Party who Xxxxxx wishes to engage to provide Replacement Services, provided that the identity of the Service Provider and the identities of Service Provider Personnel are anonymized in that disclosure. Nothing in this Clause 30.13 shall prevent Xxxxxx from disclosing to any such Third Party that the Service Provider is the provider of any Services, provided that Xxxxxx does not also disclose that the terms of this Agreement or any Project

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Work Order are the terms on which the Service Provider has agreed to provide those Services.
30.14
The Receiving Party shall promptly notify the Disclosing Party of any facts known to the Receiving Party concerning any accidental or unauthorized access, disclosure or use, or accidental or unauthorized loss, damage or destruction of Confidential Information by any current or former employee, contractor, agent, or subcontractor of the Receiving Party.
31.
USE OF CONFIDENTIAL INFORMATION AND XXXXXX DATA
31.1
The Service Provider must not examine or analyze the contents of any Xxxxxx Confidential Information or Xxxxxx Data disclosed to the Service Provider in the performance of its obligations under this Agreement except as necessary for the performance of those obligations. PHI, PII and other Personal Data subject to privacy and confidentiality requirements pursuant to Applicable Law, as applicable, shall be only be used and disclosed by the Service Provider in accordance the attached Business Associate Agreement and applicable law. The Service Provider shall continue to safeguard any such information even after the Xxxxxx Confidential Information is disclosed to unauthorized individuals or subject to unauthorized access.
31.2
The Service Provider shall keep any Xxxxxx Confidential Information and Xxxxxx Data which is in electronic form separate from information in relation to any Third Party in such a way that it can only be accessed by specified authorized individuals who must enter an appropriately secured password or similar security control to gain access.
31.3
The Service Provider shall keep any Xxxxxx Confidential Information and Xxxxxx Data which is in paper form separate from information in relation to any Third Party in such a way that it can only be accessed by specified authorized individuals who must use an appropriate restricted key or similar security control to gain access.
32.
RETURN OF CONFIDENTIAL INFORMATION
32.1
The Receiving Party must promptly on request from the Disclosing Party:
(a)
return to the Disclosing Party;
(b)
destroy and certify in writing to the Disclosing Party the destruction of; or
(c)
destroy and permit an employee of the Disclosing Party to witness the destruction of,
all the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control, except as set out in Clause 57.5.
32.2
The Receiving Party may retain one copy of any notes and other records that it is required by law to retain.
32.3
Either Party may retain information that it is required to disclose in order to comply with any of those reporting obligations set out in Clause 30.7.

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33.
ANNOUNCEMENTS AND PUBLICITY
33.1
The Service Provider may not disclose to any existing or potential customer (whether in any marketing materials addressed to a specific customer or its customers generally, in a response to a ‘request for information’, ‘request for proposal’ or similar document, or otherwise) any information regarding the existence or subject matter of this Agreement.
33.2
Xxxxxx shall be entitled to disclose the termination or expiry of this Agreement (in whole or in part), and the basis of the termination or expiry, to potential Successor Suppliers and such other Third Parties as Xxxxxx has reasonable grounds for notifying of the termination or expiry (except to the extent that the Parties agree in a confidential settlement agreement that this information will not be disclosed).
34.
DATA PROTECTION AND DATA PRIVACY
34.1
In this Clause 34 (Data Protection and Data Privacy):
(a)
Data Protection Laws means all Applicable Laws (including HIPAA and HITECH), and any laws, rules, regulations, regulatory guidance, and regulatory requirements relating to personal information, personally identifiable information, Personal Data, non-public information, or protected health information (whether enacted by the United States, any State or other jurisdiction thereof, or any other government or regulatory agency) in relation to: (a) data protection; (b) privacy; (c) restrictions on, or requirements in respect of, the processing of Personal Data of any kind, including protected health information; and (d) actions required to be taken in respect of unauthorized or accidental access to or use or disclosure of Personal Data;
(b)
data is Personal Data for the purposes of this Agreement if:
(i)
it relates to natural persons and its processing, under or in connection with this Agreement, is subject to any Data Protection Laws, including Data Breach Notification laws, that apply to data about legal persons as well as data about natural persons;
(ii)
it is PHI; or
(iii)
it includes any of the following information and its processing, under or in connection with this Agreement, is subject to any U.S. federal or state law or regulation: name, address, telephone number, fax number, social security number, DEA number, other government issued identifier, credit card information, medical insurance identifiers, IP addresses, e-mail addresses and information relating to the past, present or future health or condition (physical or mental) of an individual;
(c)
Data Safeguards means administrative, technical and physical safeguards that protect against threats or hazards to the integrity and security of, the unauthorized or accidental destruction, loss, alteration or use of, and the unauthorized access to, In-scope Personal Data and that comply with (i) the requirements set out in

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Schedule 24 (Certain Security Requirements), (ii) Good Industry Practice, and (iii) the requirements set out in each applicable Statement of Work;
(d)
In-Scope Personal Data means any Personal Data that is processed by the Service Provider in the course of providing the Services or performing its other obligations under this Agreement.
34.2
Each of the Service Provider and Xxxxxx shall, at all times, comply with its obligations under all Data Protection Laws and all applicable Xxxxxx Policies in connection with this Agreement. It is the parties’ understanding that Xxxxxx is the data controller and the Service Provider is the data processor under this Agreement.
34.3
The Service Provider shall not be entitled to use or otherwise process any In-Scope Personal Data for any purpose other than to provide the Services and to perform its other obligations under this Agreement.
34.4
The Service Provider shall:
(a)
Process In-Scope Personal Data only on and in accordance with the written instructions of Xxxxxx, which instructions may be given specifically in writing or, to the extent not inconsistent with those specific instructions, may be contained in Xxxxxx Policies;
(b)
promptly notify Xxxxxx upon becoming aware of any errors or inaccuracies in any In-Scope Personal Data;
(c)
ensure that, except as otherwise instructed in writing by Xxxxxx or required by Applicable Law, any copies of In-Scope Personal Data in the possession or under the control of the Service Provider, any Subcontractor or any Service Provider Personnel are permanently destroyed when they are no longer required for the performance of the Service Provider’s obligations under this Agreement;
(d)
provide access to In-Scope Personal Data only to Service Provider Personnel who: (i) need to have access to the data in order to carry out their roles in the performance of the Service Provider’s obligations under this Agreement; (ii) have been appropriately trained on the requirements of Data Protection Laws applicable to the processing, care and handling of the data; and (iii) are subject to contractual or statutory obligations of confidentiality in respect of the In-Scope Personal Data; and
(e)
subject to Clause 34.11, give the Xxxxxx Companies such co–operation, assistance and information and execute all documents as they may reasonably request to assist them to comply with their obligations under any Data Protection Laws insofar as they relate to any In-Scope Personal Data, and co–operate and comply with the directions or decisions of any competent data protection or privacy authority, or any other relevant regulatory authority, in relation to such data, and, in each case, within such time to assist Xxxxxx Companies to meet any time limit imposed by Data

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Protection Laws or by the data protection or privacy authority, or such other relevant regulatory authority,.
34.5
In respect of In-Scope Personal Data the processing of which is subject to any Applicable Law that prohibits or restricts (a) the transfer of that In-Scope Personal Data to any country or territory or (b) the processing of that In-Scope Personal Data in any country or territory, the Service Provider shall not transfer or Process that In-Scope Personal Data in contravention of any such prohibition or restriction, except where the transfer merely continues, and is carried out in all material respects in the same way as, a transfer which was carried on between Xxxxxx Companies before the Effective Date (unless another provision of this Agreement requires that transfer to cease).
34.6
The Service Provider shall:
(a)
at all times have in place (and keep Xxxxxx Companies’ Corporate Privacy Official informed in writing of the identity of) a Service Provider Person who is responsible for assisting Xxxxxx Companies in responding to enquiries received from data subjects or any competent data protection or privacy authority, or any other relevant regulatory authority;
(b)
ensure that the Service Provider Person referred to in Clause 34.6(a) always responds promptly and reasonably to the enquiries referred to in that Clause, taking full account of the relevant requirements of Data Protection Laws as to timely response; and
(c)
take no steps in relation to any enquiry as referred to in Clause 34.6(a) except on the written instructions of the applicable Xxxxxx Company.
34.7
The Service Provider shall:
(a)
not disclose or transfer any In-Scope Personal Data to any third party, except for a disclosure or transfer:
(i)
made on the written instructions of Xxxxxx;
(ii)
to a Subcontractor in accordance with Clause 34.7(b); or
(iii)
to the extent required by Applicable Law or any other provision of this Agreement;
(b)
in respect of any processing of In-Scope Personal Data by a Subcontractor:
(i)
comply with the provisions of Clause 63 (Subcontracting);
(ii)
ensure that the Subcontractor’s processing is carried out under a written contract imposing on the Subcontractor equivalent obligations as are imposed on the Service Provider under this Clause 34 (Data Protection and Data Privacy);
(iii)
procure that the Subcontractor performs and observes those obligations; and

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(iv)
if Xxxxxx so requests, procure that the Subcontractor enters into a written contract with Xxxxxx (or a Xxxxxx Company nominated by Xxxxxx), imposing on the Subcontractor the same obligations as are imposed on the Service Provider under this Clause 34 (Data Protection and Data Privacy).
The Service Provider understands and agrees that it is not authorized to respond to any requests for In-Scope Personal Data, whether made by a regulatory authority, data subject, or any other party, unless the Service Provider is explicitly authorized by Xxxxxx or the response is legally required under a subpoena or similar legal document issued by a government agency that compels disclosure by the Service Provider.
34.8
The Service Provider:
(a)
shall adopt, implement, maintain, and comply with the Data Safeguards, including, as part of the Data Safeguards, security procedures and practices to prevent the unauthorized or accidental access to or destruction, loss, modification, use or disclosure of In-Scope Personal Data;
(b)
warrants to Xxxxxx that the Service Provider has written security policies, procedures and practices that comply with the Service Provider’s data security obligations under Data Protection Laws;
(c)
shall maintain and enforce the Data Safeguards at each Approved Service Delivery Location and each other facility from which the Service Provider provides the Services, and with respect to any and all networks that process In-scope Personal Data;
(d)
shall immediately notify Xxxxxx in writing: (i) if it cannot comply with any term of the Agreement regarding the Services that affects the privacy or security of Xxxxxx Data or In-Scope Personal Data (and if this occurs, the Service Provider shall remedy the noncompliance in accordance with the Agreement, and Xxxxxx shall be entitled to suspend transmission of such information to the Service Provider and suspend the portion of the Services involving the impacted Xxxxxx Data or In-Scope Personal Data until such gap or weakness is eliminated to Xxxxxx’x satisfaction); (ii) of any request for access to any In-Scope Personal Data received from an individual who is (or claims to be) the subject of the data and enforcing a regulatory granted right; or (iii) of any request for access to any In-Scope Personal Data received by the Service Provider from any government official (including any data protection agency or law enforcement agency) or from other third parties, other than those set forth in this Agreement; and
(e)
shall review and revise the Data Safeguards from time to time in accordance with prevailing Good Industry Practice and as reasonably requested by Xxxxxx (and shall promptly provide details of such revised Data Safeguards to Xxxxxx in writing upon request), provided that any changes to the Data Safeguards:

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(i)
will not alter or modify the Service Provider’s ability to meet its obligations under this Agreement or alter the nature of any Services;
(ii)
will not in any way weaken, compromise or alter the confidentiality and security of In-scope Personal Information; and
(iii)
will be implemented at no additional cost to Xxxxxx.
34.9
Security Breach Response.
(a)
Upon becoming aware of any unauthorized or accidental access to or use or disclosure of any In-Scope Personal Data which is in the Service Provider’s custody or control, or the Service Provider having reasonable belief that any such access, use or disclosure has occurred or is at risk of occurring (which shall include, without limitation, the loss of or the inability to locate definitively any media, device or equipment on which In-Scope Personal Data is or may be stored), the Service Provider shall:
(i)
notify Xxxxxx without delay, and in any event within twenty-four (24) hours, providing reasonable detail of the impact on Xxxxxx of the access, use or disclosure and the corrective action taken and to be taken by the Service Provider;
(ii)
subject to Clause 34.11, promptly take all necessary and appropriate corrective action to mitigate and to remedy the underlying causes of the access, use or disclosure;
(iii)
take any action pertaining to the access, use or disclosure required by Applicable Law including, without limitation, at the request of Xxxxxx, providing notices to data subjects whose Personal Data may have been affected, whether or not such notice is required by Applicable Law; and
(iv)
if the access, use or disclosure would permit access to a data subject’s financial information or lead to a reasonable risk of identity theft or fraud, the Service Provider shall provide, for a reasonable period of time of not less than one (1) year, credit monitoring services for any such data subjects.
(b)
Except where the Service Provider is not responsible for the actions of the applicable Third Party as set out in Clause 24.7, the Service Provider shall be responsible for all of the following costs and expenses resulting from any unauthorized or accidental access to or use or disclosure of any In-Scope Personal Data which is in the Service Provider’s custody or control, regardless of whether such costs and expenses are incurred by or on behalf of the Service Provider or by or on behalf of Xxxxxx:
(i)
the cost of providing notice of the event to affected individuals;
(ii)
the cost of providing required notice to government agencies, credit bureaus, media and/or other required entities;

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(iii)
the cost of providing individuals affected by the event with credit monitoring (including identity theft insurance) and credit protection services designed to prevent fraud associated with identity theft crimes for a specific period not to exceed twelve (12) months, except to the extent Applicable Law specifies a longer period for such credit protection services, in which case such longer period shall then apply;
(iv)
the cost of providing reasonable call center support for such affected individuals for a specific period not less than ninety (90) days, except to the extent Applicable Law specifies a longer period of time for such call center support, in which case such longer period shall then apply;
(v)
the fees associated with computer forensics work required to investigate the event;
(vi)
non-appealable fines or penalties assessed by governments or regulators;
(vii)
the costs or fees associated with any obligations imposed by Applicable Law, in addition to the costs, expenses and fees defined herein; and
(viii)
any other costs and expenses to undertake any other action the Parties hereto agree to be an appropriate response to the circumstances in which the unauthorized or accidental access to or use or disclosure of any In-Scope Personal Data occurs.
34.10
Xxxxxx:
(a)
is responsible, in its own right and on behalf of the other Xxxxxx Companies, for instructing the Service Provider to take such steps in the processing of Personal Data on behalf of Xxxxxx Companies as are reasonably necessary for the performance of the Service Provider’s obligations under this Agreement; and
(b)
authorizes the Service Provider, to the extent permitted by Data Protection Laws, to provide equivalent instructions to the Subcontractors on behalf of Xxxxxx.
34.11
The costs and expenses incurred by the Service Provider in complying with Clauses 34.4(e), 34.9(a)(ii), 34.9(a)(iii) and 34.9(a)(iv) shall be borne:
(a)
by the Service Provider in cases where the action required to be taken by the Service Provider results from a breach of this Agreement or any negligent, willful or fraudulent act or omission of the Service Provider, any Subcontractor or any Service Provider Personnel; and
(b)
by Xxxxxx in other cases.


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PART J    CONTRACT ADMINISTRATION AND HR
35.
CONTRACT MANAGEMENT PORTAL
35.1
The Service Provider shall maintain a contract management intranet site (the “Contract Management Portal”) in accordance with the requirements set out in this Agreement.
35.2
The Contract Management Portal shall act as the main tool for the Service Provider to report Service performance.
35.3
The Contract Management Portal shall contain an interface to the Service Provider’s various monitoring tools to enable Xxxxxx to review performance against Service Levels at any time by means of the Contract Management Portal.
35.4
The Contract Management Portal shall be the main data repository for all information generated by the Service Provider related to this Agreement and the Service Provider shall ensure that it is updated to ensure that the information is accurate and it reflects the nature of the Services at any given time.
35.5
The Service Provider shall ensure that the Contract Management Portal contains:
(a)
conformed copies of this Agreement and all Project Work Orders updated regularly to reflect all Change Notices;
(b)
scanned counterparts of all Change Notices signed by each Party (or PWO Party as applicable);
(c)
scanned counterparts of all Project Work Orders signed by each Party (or PWO Party as applicable);
(d)
copies of the current and all historic Reports, including all Reports related to performance against the Service Levels;
(e)
copies of the current and all historic invoices;
(f)
the Exit Plan;
(g)
the information that the Service Provider is required to provide to Xxxxxx during the Term under the Exit Plan or Schedule 8 (Termination Assistance and Exit) (and the Service Provider shall update this information in the Contract Management Portal whenever the Exit Plan itself is updated); and
(h)
copies of all current proposals and responses to Change Notices and such other information referred to in Schedule 3 (Pricing and Invoicing).
36.
GOVERNANCE
The Parties shall have the rights and obligations allocated to them in relation to governance, contract management and reporting as set out in Schedule 7 (Governance).


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37.
POLICIES
The Parties shall have the rights and obligations allocated to them in Schedule 14 (Xxxxxx Policies).
38.
AUDIT AND INFORMATION ACCESS
38.1
Xxxxxx may, from time to time, notify the Service Provider of appropriate persons (“Representatives”) including Xxxxxx employees and other representatives, auditors, any Software Auditor and any Regulatory Authority (including any person acting on behalf of such Regulatory Authority), who are to have access rights to those portions of the sites from which the Service Provider and Subcontractors provide, manage and administer the Services.
38.2
The Service Provider shall (and except to the extent otherwise agreed in writing by both the chief information officer and the chief information security officer of Xxxxxx, shall procure that the Subcontractors shall) allow the Representatives, for the purposes set out in Clause 38.4 and on the production of satisfactory evidence of identity and authority:
(a)
access to each of those sites, the records and supporting documents referred to in Clauses 38.9 and 38.10, the relevant Service Provider Personnel (or Subcontractor personnel) and Systems (including operational records and manuals relating to Xxxxxx but excluding the general corporate financial books and ledgers of the Service Provider and any data to the extent it relates to any other customer of the Service Provider) and any other information in relation to the Services as requested by those Representatives; and
(b)
reasonable facilities at each of those sites at all reasonable times during normal working hours at the relevant site, including facilities to print or copy information required.
38.3
Xxxxxx shall give the Service Provider not less than twenty (20) Business Days’ prior written notice of an audit under Clause 38.2 except in cases where:
(a)
Xxxxxx conducts an audit under Clause 38.6(a)(i), in which case it shall be entitled to conduct an audit upon giving the Service Provider not less than ten (10) Business Days’ notice; or
(b)
Xxxxxx conducts an audit under Clause 38.6(a)(ii), in which case it shall be entitled to conduct an audit upon giving the Service Provider such prior notice as is reasonably practicable in the circumstances and that the Regulatory Authority permits Xxxxxx to give (which the Service Provider acknowledges may be no prior notice at all).
38.4
The purposes referred to in Clause 38.2 are:
(a)
to inspect the records and supporting documents referred to in Clauses 38.9 and 38.10;

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(b)
for Xxxxxx or any duly appointed agent and/or any Regulatory Authority or any Software Auditor to inspect Records, documents, files, computer data and other material in relation to the Services to enable Xxxxxx to fulfill its responsibilities to that Regulatory Authority or to any Software Vendor;
(c)
to assess whether the Service Provider is performing its obligations in this Agreement;
(d)
to carry out surveys of risk for the purposes of the Xxxxxx Group insurance cover;
(e)
to review the integrity of Xxxxxx’x Confidential Information and to make inspections, audits and tests for the purpose of conducting the internal and external audits of the Xxxxxx Group, and making reports as required by any Regulatory Authority;
(f)
to verify the Service Provider’s compliance with its obligations under Clauses 24 (Security), 25 (Business Continuity Management and Disaster Recovery) and 34 (Data Protection and Data Privacy) and Schedules 23 (Business Continuity Management and Disaster Recovery) and 14 (Xxxxxx Policies);
(g)
to conduct any risk assessment in relation to the delivery of the Services that Xxxxxx may wish to undertake to assess the possible impact of the delivery of the Services on Xxxxxx’x business; and
(h)
to comply with the requirements of any Regulatory Authority or a Software Auditor or for any purpose reasonably determined by Xxxxxx to ensure Xxxxxx’x compliance with Applicable Law.
38.5
Any audit (other than those conducted by a Regulatory Authority), whether referenced in this Clause or any other provision of this Agreement, shall be subject to the following limitations:
(a)
subject to Clause 38.6, Xxxxxx may not conduct an audit more than once in any twelve (12)-month period;
(b)
use of a material competitor as an auditor under this Agreement shall be subject to the Service Provider’s prior written approval;
(c)
all audit results and records disclosed solely as a result of the audit shall be held as Service Provider’s Confidential Information and may only be used for purposes permitted by this Agreement;
(d)
Xxxxxx and any auditor conducting any such audit shall at all times comply with the reasonable security and confidentiality guidelines of the Service Provider with respect to the audit.
38.6
Clause 38.5(a) is subject to the following:
(a)
nothing in Clause 38.5(a) limits the number of audits that Xxxxxx may conduct in circumstances where:

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(i)
Xxxxxx knows or has reasonable grounds to believe that the Service Provider is not complying with any of its obligations under this Agreement; or
(ii)
the audit is carried out by, on behalf of, or at the request or direction of, a Regulatory Authority;
(b)
any audit that falls under Clause 38.6(a) shall be in addition to the single audit that Xxxxxx is permitted to conduct in each twelve (12)-month period under Clause 38.5(a);
(c)
if any sites, records, documents, personnel or Systems that the Service Provider is required to make available to Xxxxxx during an audit are not available to Xxxxxx during any audit, Xxxxxx may repeat that audit on one or more occasions until the sites, records, documents, personnel or Systems (as the case may be) have been made available in accordance with this Agreement; and
(d)
Xxxxxx may conduct audits more frequently than those permitted by this Clause 38 (Audit and Information Access) provided such additional audits are agreed in accordance with the Change Control Process.
38.7
The Service Provider warrants and represents that there is no legal or regulatory impediment or any other restriction of any kind imposed upon the Service Provider or, as far as the Service Provider is aware, any Subcontractor that would prevent Xxxxxx or any of its Representatives from accessing any of the Service Provider’s or Subcontractor’s sites to carry out audits in accordance with this Clause 38 (Audit and Information Access). In the event it is discovered or determined that any Subcontractor would prevent Xxxxxx or any of its Representatives from accessing any of the Service Provider’s or Subcontractor’s sites to carry out audits in accordance with this Clause 38 (Audit and Information Access), the Service Provider promptly secure such access as set out in Clause 38.2, and the Service Provider shall not be relieved of its obligations set out in this Clause 38 (Audit and Information Access).
38.8
The Service Provider shall, as soon as practicable after becoming aware of an impediment or restriction of the type referred to in Clause 38.7, provide Xxxxxx with written notice of such impediment or restriction and offer Xxxxxx alternative ways to exercise its rights under this Clause 38 that were affected by the impediment or restriction.
38.9
The Service Provider shall at all times operate a system of accounting in relation to, and maintain complete and accurate records of, and adequate supporting documents for, its Charges (and those of the members of the Service Provider Group) incurred in performing its obligations under this Agreement and the amounts invoiced to Xxxxxx under this Agreement, in accordance with GAAP.
38.10
The Service Provider shall maintain its records of its Charges (and those of the other members of the Service Provider Group) in accordance with GAAP in a manner and to a level of detail sufficient to demonstrate to an experienced financial auditor the calculation of the Charges under Schedule 3 (Pricing and Invoicing). The Service Provider shall retain

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these records and supporting documents for as long as Services continue to be provided under this Agreement and then for as long as is required by Applicable Law.
38.11
The Service Provider shall, at the Service Provider’s cost to the extent the required changes are the result of Service Provider’s breach of this Agreement, implement any formal directions or instructions given by any Regulatory Authority arising from an audit under Clause 38.6(a)(ii) in accordance with any time periods stipulated by such Regulatory Authority, and if no time periods are stipulated, as soon as reasonably practicable. If a Regulatory Authority makes a recommendation that is specifically for the benefit of Xxxxxx and (a) has no application or benefit for other Service Provider customers, then the implementation of such recommendation shall be at Xxxxxx’x cost and (b) such recommendation by its nature requires an implementation that is specific to Xxxxxx, then the aspects of such implementation that are specific to Xxxxxx shall be at Xxxxxx’x cost except to the extent the Service Provider is responsible for such costs as set out in the first sentence of this Clause 38.11.
38.12
Xxxxxx may, instead of conducting an audit at a Service Provider or Subcontractor site in accordance with this Clause 38 (Audit and Information Access), request the Service Provider to furnish Xxxxxx with such information as Xxxxxx may reasonably specify and to which Representatives would have been entitled to have access had Xxxxxx conducted such an audit. The Service Provider shall promptly comply with any request by Xxxxxx under this Clause 38.12, and shall provide the requested information to Xxxxxx in such form and format as Xxxxxx may reasonably specify. Nothing in this Clause 38.12 limits Xxxxxx’x rights to conduct an audit under this Clause 38 (Audit and Information Access).
38.13
Controls Audit Reports
(a)
Within five (5) Business Days after a written request from Xxxxxx, the Service Provider shall, at its cost, procure that Xxxxxx is provided with an audit report in the form of one of the following (a “Controls Audit Report”):
(i)
a SOC 1, Type II report prepared in accordance with the American Institute of Certified Public Accountants (AICPA) Statement on Standards for Attestation Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization;
(ii)
a report prepared in accordance with the International Standards for Assurance Engagements (ISAE) No. 3402, Assurance Reports on Controls at a Service Organization; or
(iii)
an Assurance Report on Controls of Contract Services prepared in accordance with Auditing and Assurance Practice Committee Statement No. 86.
(b)
Each Controls Audit Report shall be prepared by the Service Provider’s independent accountants reasonably acceptable to Xxxxxx and shall be a multi-client audit covering the Service Provider’s common processes for the Services and Region specified by Xxxxxx.

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(c)
With regard to each such Controls Audit Report, the Service Provider, at its cost, shall provide Xxxxxx with any relevant certification, report and other documentation requested by Xxxxxx, including, but not limited to, Early Warning Reports and Bridging Letters.
(d)
The Service Provider shall ensure that Xxxxxx is timely informed of the details (including the period covered) and timing of the availability of such Control Audit Reports and any change of the foregoing.
(e)
At Xxxxxx’x written request, and at Xxxxxx’x cost, the Service Provider shall request its appointed independent accountants to undertake a review of the Service Provider’s controls in accordance with the applicable standards above in respect of the Services to be provided under this Agreement, where such controls are not covered by the Controls Audit Report. The Service Provider shall make available to Xxxxxx a copy of the reports produced in accordance with this Clause as soon as they are completed.
(f)
The Service Provider shall cooperate with Xxxxxx and the independent accountants to determine the scope and control objective requirements for each Controls Audit Report where applicable to that report.
(g)
If any Controls Audit Report identifies any deficiencies, the Service Provider shall, at the request of and in consultation with Xxxxxx, plan and implement any necessary corrective measures in a timely manner.
38.14
The Service Provider shall at all times hold and maintain ISO 9000/20000 Certifications in relation to the Approved Service Delivery Locations.
38.15
The Service Provider shall upon Xxxxxx’x request, assist Xxxxxx with its audit of Xxxxxx’x Xxxxxxxx-Xxxxx (SOX) oriented internal control processes and implement such modifications as Xxxxxx may direct, at Xxxxxx’x cost.
39.
HR OBLIGATIONS
The Parties shall comply with their respective obligations set out in Schedule 15 (HR Matters and Key Personnel).


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PART K    PAYMENT
40.
CHARGES
40.1
Except where any provision of this Agreement provides otherwise, Xxxxxx shall pay to the Service Provider, or shall procure the payment by Xxxxxx Companies to the Service Provider of, the Charges that have been correctly invoiced to Xxxxxx in accordance with Schedule 3 (Pricing and Invoicing), in accordance with the timeframes as set out in Schedule 3 (Pricing and Invoicing).
40.2
The Service Provider acknowledges that the Charges, and the activities for which the Service Provider is entitled to invoice Xxxxxx, are set out in Schedule 3 (Pricing and Invoicing). Except to the extent the provisions of the applicable SoW or the applicable Project Work Order expressly contemplate that an obligation in such SoW or such Project Work Order, as applicable, is subject to the related detail set out in Schedule 21 (Service Provider Technical Solution), the Service Provider shall not be entitled to rely on any provision of Schedule 21 (Service Provider Technical Solution), whether expressed as an assumption, a dependency or otherwise, as creating any entitlement for the Service Provider to charge, or any obligation on Xxxxxx to pay, any amounts of any kind in respect of the performance of the Services; provided, however, that the Service Provider may rely on the provisions of Schedule 21 (Service Provider Technical Solution) with respect to the interpretation of obligations of the Service Provider set out in Schedule 21 (Service Provider Technical Solution) that are not otherwise set out in this Agreement.
41.
LATE PAYMENT
If either Party fails to pay any undisputed sum, or any disputed sum which is subsequently determined not to have been disputed in good faith, by the due date for payment (as set out in Schedule 3 (Pricing and Invoicing)), the other Party may charge the paying Party interest at the Agreed Interest Rate on the sum from the due date for payment until the date upon which the obligation of the paying Party to pay the sum is discharged (whether before or after judgment).
42.
INVOICES
The Service Provider shall invoice Xxxxxx for the Charges from the relevant Charges Commencement Date (and not before that date), in accordance with the procedures in Schedule 3 (Pricing and Invoicing).
43.
TAXATION
43.1
The Charges do not include any taxes, duties, levies, fees or similar charges of any jurisdiction that may be assessed or imposed in connection with the transactions contemplated by this Agreement. Xxxxxx will pay all Taxes imposed on the provision of Services to Xxxxxx. The Service Provider will invoice said Taxes in accordance with Schedule 3 (Pricing and Invoicing). The invoicing location and beneficiary locations for

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the Xxxxxx entities receiving the Services shall be those locations set out in, as applicable, this Agreement or the applicable Project Work Order.
43.2
Each Party will bear sole responsibility for Taxes based upon its own income, employment taxes of its own employees, agents or subcontractors, and for any assessments or taxes on any real or personal property it owns, leases or otherwise acquires. Xxxxxx is not responsible for Taxes based on the Service Provider’s gross receipts including, but not limited to, any corporate business taxes.
43.3
Xxxxxx and the Service Provider will cooperate to segregate the charges into:
(a)
those for taxable Services;
(b)
those for non-taxable or exempt Services;
(c)
those for which a sales, use, excise, gross receipts, value-added or other similar tax has already been paid; and
(d)
those for which the Service Provider functions merely as a paying agent for Xxxxxx or a Xxxxxx Company that otherwise are non-taxable or have previously been subject to tax.
43.4
In the event that any payment in respect of any invoice is subject by Applicable Law to any withholding tax:
(a)
Xxxxxx (or the applicable Xxxxxx Company, as applicable) may make payment to the Service Provider of the amount owing less a deduction for such withholding tax and account to the relevant taxation authority for the appropriate withholding tax;
(b)
payment of such net sum to the Service Provider and of the withholding tax to the relevant taxation authority will constitute full settlement of the sums owing pursuant to the relevant invoice;
(c)
Xxxxxx or the applicable Xxxxxx Company will send the tax receipt or will provide evidence that may be reasonably required to establish the payment of the relevant withholding tax immediately upon payment of such taxes or upon request, whichever occurs earlier; and
(d)
the Service Provider will, on request from Xxxxxx (or the applicable Xxxxxx Company, as applicable), provide a declaration of tax residence on the prescribed forms and obtain certification by the relevant taxation authority in order to confirm the applicability and availability of any reduced rate of withholding tax pursuant to the provisions of any relevant double taxation treaties.
43.5
If applicable, with respect to Taxes-related notices, assessments, audits, and proceedings:
(a)
the Parties and their duly appointed representative will cooperate in order to negotiate, resolve, settle or contest any liability for Taxes attributable to any transaction or payment contemplated by this Agreement. Xxxxxx will cooperate with

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the reasonable requests of the Service Provider and its representatives with respect to any audit by a taxing authority or any other proceeding covered by this Clause 43.5(a).
(b)
if Xxxxxx receives notice of any asserted Taxes-related liability (“Asserted Tax Liability”), Xxxxxx will promptly give notice thereof (a “Tax Claims Notice”) to the Service Provider. The Tax Claims Notice will describe the Asserted Tax Liability in reasonable detail, and will indicate the amount thereof. The Service Provider will not be liable to Xxxxxx under this Clause 43.5(b) for such claim.
(c)
Xxxxxx will reasonably cooperate with the Service Provider taking all action in connection with contesting any such claim as the Service Provider may reasonably request in writing from time to time provided that within thirty (30) days after the related Tax Claims Notice has been delivered by Xxxxxx to the Service Provider, the Service Provider requests within thirty (30) days in writing that such claim be contested.
(d)
the Service Provider will promptly notify Xxxxxx in writing upon receipt by the Service Provider (or by a Service Provider Company) of notice of any sales or use Taxes-related assessment or adjustments applicable to Xxxxxx’x purchase of services that may affect any liability for Taxes of Xxxxxx. The Service Provider and the Service Provider Companies will cooperate with the reasonable requests of Xxxxxx and its representatives with respect to any Taxes-related assessment by a taxing authority or any other administrative or judicial proceeding covered by this Clause 43.5(d). Xxxxxx will be responsible for any Taxes of the sort contemplated in this Clause 43.5(d) to the extent Xxxxxx is responsible for such Taxes under Clause 43.1; provided, however, that Service Provider will be responsible for any interest or penalties directly resulting from its delay or failures.
(e)
the Service Provider and Xxxxxx will cooperate with each other in connection with:
(i)
the preparation and filing of any Taxes-related returns of the respective Parties, and
(ii)
any audit examination or other proceeding by any government taxing authority of or with respect to the returns referred to in Clause 43.5(e)(i).
(f)
Such cooperation will include, without limitation, the furnishing or making available of records, books of account or other materials of the Parties necessary or helpful for the defense against the assertions of any taxing authority as to any Taxes-related audit, Asserted Tax Liability or for the preparation of Taxes-related returns filed by the Parties. Each Party will also provide access to employees of the other Party for purposes of contesting any jointly agreed Taxes-related audit or Asserted Tax Liability or for the preparation of Taxes-related returns filed by the Parties. For purposes of clarity, each Party shall have full control over its own tax returns and any government audits of its finances or taxes, and (a) the Service Provider shall have no obligation under this Clause 43.5(f) to share the confidential information of

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its other customers and (b) Xxxxxx shall have no obligation under this Clause 43.5(f) to share the confidential information of its other suppliers, its customers, or its members.
43.6
If any transaction or payment contemplated by this Agreement is exempt from any Tax or Taxes noted on an invoice, Xxxxxx will provide the Service Provider with a valid exemption certificate or other evidence of such exemption in a form reasonably acceptable to the Service Provider. Each Party will cooperate with the other in minimizing applicable Taxes.


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PART L    CONTINUING PROTECTIONS FOR XXXXXX
44.
MOST VALUED CLIENT
44.1
Disasters
If a disaster occurs that would trigger the Service Provider’s disaster recovery or business continuity plans and, as a result, the Service Provider has to allocate scarce Resources between accounts, the Service Provider must, acting reasonably, treat Xxxxxx no less favorably than other similarly situated clients receiving similar services to the Services on a like–for–like basis, having regard to the overall circumstances and commercial agreement with each of its customers.
44.2
Dialogue with Senior Management
The Service Provider must, on reasonable prior notice, allow Xxxxxx access to the Service Provider’s senior management (including the Service Provider’s senior-most Regional Account Executive) to discuss the Service Provider’s performance under this Agreement as and when reasonably requested by Xxxxxx.
44.3
Service Consistency
The Service Provider shall:
(a)
manage the delivery of the Services, and its relationship with Xxxxxx, in a consistent manner;
(b)
use the same systems, processes and tools in the provision of the Services that are provided in different jurisdictions, except where otherwise set out in this Agreement; and
(c)
procure that all members of the Governance Boards are authorized and empowered to take all decisions necessary in connection with the day–to–day provision of the Services as required.
44.4
New Technologies to Deliver the Services
(a)
If the Service Provider has developed or is in the process of developing a new product or technology during the Term that could be used to deliver the Services in a materially more efficient way, it shall, subject to Applicable Law and any confidentiality restrictions that may exist, use reasonable efforts to keep Xxxxxx informed of:
(i)
the product or technology and the development progress of the product or technology;
(ii)
the benefits to Xxxxxx of that product or technology; and
(iii)
whether that product or technology has been implemented elsewhere and if so, the benefits and problems associated with that implementation.

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(b)
If the Service Provider implements a product or technology for the first time and that product or technology could be used to deliver the Services, the Service Provider shall, where the Service Provider Delivery Lead is aware (acting proactively) and subject to any confidentiality restrictions that may exist, use reasonable efforts to keep Xxxxxx informed of:
(i)
the implementation progress;
(ii)
the benefits to Xxxxxx of that product or technology; and
(iii)
the benefits and problems associated with the implementation.
(c)
The Service Provider shall, on an annual basis, subject to Applicable Law and any confidentiality restrictions that may exist, use reasonable efforts to advise Xxxxxx of those future technology skills which the Service Provider believes will be required by Xxxxxx’x employees to adapt to changes in technology which the Service Provider intends to employ. In connection with the foregoing, the Service Provider shall discuss with Xxxxxx how those future technology skills could address Xxxxxx’x business needs.
45.
REFERENCE CLIENT
45.1
In this Clause 45 (Reference Client), a “Qualifying Deal” is a potential infrastructure outsourcing, or application development or application maintenance outsourcing, transaction in the healthcare sector (or a transaction with infrastructure outsourcing as a significant component) between the Service Provider and a potential customer in the healthcare or healthcare payor industry (whether that customer is an existing customer or a new customer) (a “Potential Customer”), under which the aggregate annual spending under the potential contract (when considering global spending) is anticipated by the Service Provider to exceed [redacted].
45.2
The Service Provider shall on at least two (2) occasions in each Contract Year (provided there are at least two (2) Qualifying Deals in any Contract Year, and if not then as many as there are), before submitting a proposal (a “Tender”) for those Qualifying Deals, notify Xxxxxx specifying the identity of the Potential Customer (unless it would be either an actionable breach of confidence or breach of agreement for the Service Provider to do so) and give Xxxxxx the option to be listed as a reference client in the Tender.
45.3
If Xxxxxx states, in response to the invitation in Clause 45.2, that it wishes to be listed as a reference client in a Tender the Service Provider must list Xxxxxx as a reference client.
45.4
The Service Provider shall not disclose any specific information in relation to this Agreement or in relation to its relationship with Xxxxxx to the Potential Customer, but may provide a general description of the Services and the geographical coverage and provide the name and address of the Xxxxxx contact as provided by the GCC and invite the Potential Customer to make contact with the Xxxxxx contact as provided by the GCC.
45.5
Xxxxxx shall respond to any query from a Potential Customer in good faith.

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45.6
Subject to Clause 45.7, the Service Provider agrees that Xxxxxx may disclose the Confidential Information of the Service Provider to any Potential Customer but only to the extent that it is relevant and necessary to give the Potential Customer a full and fair assessment of the Service Provider’s performance under this Agreement.
45.7
Xxxxxx shall enter into an Agreed Form NDA with any Potential Customer prior to disclosing any Confidential Information of the Service Provider. If the Potential Customer refuses to enter into an Agreed Form NDA in accordance with this Clause 45.7, Xxxxxx shall, subject to Clause 30 (Confidentiality), not disclose any of the Service Provider’s Confidential Information to that Potential Customer.
46.
BENCHMARKING
The Parties shall have the rights and obligations allocated to them in Schedule 5 (Benchmarking).


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PART M    WHAT HAPPENS WHEN A PARTY FAILS TO PERFORM
47.
ADVANCE WARNING
47.1
The Service Provider shall notify and provide full details to Xxxxxx in writing as soon as it becomes aware of, any event or occurrence, actual or threatened, which materially affects or would materially affect the Service Provider’s ability to provide the Services or perform any of its other obligations under this Agreement.
48.
STEP-IN
48.1
Instigation of Step-In
(a)
Xxxxxx may by notice in writing appoint a Step-In Agent to perform the Services or any part of the Services if:
(i)
the Service Provider has committed a breach of this Agreement that would entitle Xxxxxx to terminate this Agreement at law or pursuant to the specific termination rights set out in Clause 51.1(a) (subject to the same right to remedy as is set out in that Clause 51.1(a)), Clause 51.1(b), Clause 51.1(c), Clause 51.1(d) or Clause 51.1(f), or there is a reasonable probability on the merits that such a breach of the nature stated in the termination clauses referenced above will be committed;
(ii)
the Service Provider has committed a breach of a Project Work Order that would entitle Xxxxxx to terminate that Project Work Order at law or pursuant to the specific termination rights set out in Clause 52.1(a) (subject to the same right to remedy as is set out in that Clause 52.1(a)), Clause 52.1(b) or Clause 52.1(c), or there is a reasonable probability on the merits that such a breach of the nature stated in the termination clauses referenced above will be committed,
(the circumstances described in Clause 48.1(a)(i) and Clause 48.1(a)(ii) each being a “Step-In Event” and together being the “Step-In Events”).
(b)
Xxxxxx’x right under Clause 48.1(a) is referred to in this Clause as its right to step in.
(c)
In the circumstances described in Clause 48.1(a)(i), Xxxxxx may exercise its right to step in in respect of the affected Services and any Project Work Order.
(d)
In the circumstances described in Clause 48.1(a)(ii), Xxxxxx may exercise its right to step in only in respect of the Project Work Order referred to in that Clause and any Project Work Order that is Linked to that Project Work Order.
(e)
Xxxxxx shall give the Service Provider notice of the proposed Step-In Agent prior to appointing that Step-In Agent and shall reasonably consider any objections that the Service Provider may have in relation to any proposed Step-In Agent, but Xxxxxx is entitled to appoint any Step-In Agent it considers appropriate.

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(f)
If Xxxxxx exercises its right in Clause 48.1(a) to step in in circumstances where it is reasonably likely that a Step-In Event will occur (but such Step-In Event has not actually yet occurred), Xxxxxx shall, prior to exercising its right to step in, give the Service Provider five (5) Business Days (starting on the day after issue of Xxxxxx’x notice under Clause 48.1(a)) to demonstrate to the reasonable satisfaction of Xxxxxx that such a breach will not be committed. If the Service Provider demonstrates to the reasonable satisfaction of Xxxxxx that the breach will not be committed, Xxxxxx will not exercise its right to step in in respect of that breach.
48.2
The Step-In Process
(a)
Prior to appointing a Step-In Agent, Xxxxxx shall ask the Service Provider:
(i)
whether Xxxxxx should engage the Step-In Agent on a time and materials basis or on a fixed fee basis; and
(ii)
for how long Xxxxxx should engage the Step-In Agent,
and shall attempt to incorporate the recommendations given by the Service Provider above into Xxxxxx’x agreement with the Step-In Agent together with a right to terminate on one month’s notice and if these terms cannot be obtained, Xxxxxx shall take Appropriate Action to secure reasonable terms.
(b)
Prior to exercising its step in rights, Xxxxxx shall procure that the Step-In Agent enters into an Agreed Form NDA.
(c)
If the contract appointing a Step-In Agent needs to be renewed then Clause 48.2(a) above shall apply in relation to that renewal.
(d)
Xxxxxx shall deliver written notice to the Service Provider (“Step-In Notice”) specifying the date by which the Step-In Agent shall commence, which date shall not be less than seven (7) Business Days following the date of the Step-In Notice.
(e)
The Step-In Notice shall include details of the Step-In Agent, details of the Services over which the right of step in is being exercised and such information as Xxxxxx is able to provide in relation to how the Step-In Agent intends to perform its activities.
48.3
The Step-Out Process
(a)
Xxxxxx may elect to cease exercising its right to step in at any time by giving written notice to the Service Provider.
(b)
Xxxxxx’x right to step in will cease when condition (i) below has been satisfied, either of conditions (ii) and (iii) below (as applicable) has also been satisfied and either of conditions (iv) and (v) below has also been satisfied:
(i)
the event giving rise to Xxxxxx’x right to step in has ceased and/or has been resolved or remedied;

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(ii)
the Service Provider has demonstrated to Xxxxxx’x reasonable satisfaction that the event giving rise to Xxxxxx’x right to step in will not reoccur, or, if a reoccurrence does occur, that a reasonable mitigation plan is in place, and that the Service Provider is able to resume performance of the Services in accordance with this Agreement;
(iii)
in cases of reasonable likelihood of the Step-In Events occurring the Service Provider has demonstrated to Xxxxxx’x reasonable satisfaction that the breach referred to in those Clauses will not occur;
(iv)
in circumstances where a Step-In Agent has been appointed, the contract between Xxxxxx and the Step-In Agent has expired;
(v)
in circumstances where a Step-In Agent is appointed under terms which are obtained in compliance with Clause 48.2(a) and that contract has not expired and the Service Provider undertakes in writing to bear any costs and expenses incurred by Xxxxxx in terminating any contract between Xxxxxx and the Step-In Agent prior to its expiry date.
(c)
On cessation of Xxxxxx’x right to step in pursuant to Clause 48.3(b), or Xxxxxx electing to cease exercising its right to step in pursuant to Clause 48.3(a), Xxxxxx shall deliver written notice to the Service Provider (“Step-Out Notice”) specifying the indicative date by which it plans to conclude such action, which date shall not be less than fourteen (14) Business Days following the date of the Step-Out Notice. In the event Xxxxxx exercises its right to step-in under this Agreement, the Parties shall discuss such matter and developments relating thereto as part of the meetings of the Operational Review Board.
(d)
The Service Provider shall, during the exercise of Xxxxxx’x right of step-in, develop a plan to demonstrate to Xxxxxx how it will resume the proper performance of the Services (“Step-Out Plan”), and shall, as soon as it is prepared and following receipt of a Step-Out Notice, provide that Step-Out Plan to Xxxxxx.
(e)
Xxxxxx shall be entitled to comment on the Step-Out Plan and the Service Provider shall make all reasonable efforts to incorporate into the Step-Out Plan any comments that Xxxxxx may make. Responsibility for the Step-Out Plan and delivery of the Services remains with the Service Provider and accordingly the Service Provider is not obligated to accept any of Xxxxxx’x suggestions. Acceptance by Xxxxxx of the Step-Out Plan does not mean that Xxxxxx waives any rights it may have if the Service Provider is unable to perform any of its obligations in accordance with the terms of this Agreement after the Step-Out Date.
(f)
Following receipt and review of the Step-Out Plan, unless Xxxxxx decides to exercise its right to terminate this Agreement or a Project Work Order for the breach giving rise to the right to step in, Xxxxxx shall either:

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(i)
confirm the date for resumption of the affected Services by the Service Provider as set out in the Step-Out Notice; or
(ii)
revise the date to reflect the time to implement the Step-Out Plan and the state of readiness of the Service Provider (“Step-Out Date”).
(g)
Once the date for the resumption of the affected Service is fixed, the Service Provider shall devote the necessary resources to implement the Step-Out Plan such that delivery of the affected Services is restored to the Service Levels, and that the affected Services are delivered in accordance with all other provisions of this Agreement, from the Step-Out Date.
(h)
Where Xxxxxx serves a notice of termination of this Agreement, or of any Project Work Order in respect of which Xxxxxx exercises its right to step in, for any reason, or the Initial Term or any Extended Term expires during the exercise by Xxxxxx of a right to step in, Xxxxxx’x right to step in shall continue until the earlier of the Step-Out Date and the completion by the Service Provider of its obligations under Schedule 8 (Termination Assistance and Exit).
(i)
The exercise by Xxxxxx of its right to step in and its decision to step out shall be without prejudice to any other rights or remedies of Xxxxxx.
(j)
During any period of step-in Xxxxxx and the Service Provider shall meet weekly to discuss progress toward remedying or resolving the relevant Step-In Event, including deciding whether or not the Services can be returned to the Service Provider.
48.4
Liability issues relating to the Step-In Process
(a)
If Xxxxxx exercises its right to step in, and the Service Levels for the Services the subject of Xxxxxx’x right to step in are not met while Xxxxxx is exercising its right to step in, then the Service Provider shall not be liable for failing to meet such Service Levels to the extent that it was prevented from meeting such Service Levels by Xxxxxx’x exercise of its right to step in.
(b)
By exercising its right to step in Xxxxxx shall not, and shall not be deemed to, assume any obligation to resolve the event giving rise to Xxxxxx’x right to step in or relieve the Service Provider of any obligation or liability in relation to that event or relieve the Service Provider of any of its other obligations or liabilities under this Agreement; provided, however, that to the extent Xxxxxx steps-in under this Clause 48 (Step-In) to take control of any Service Provider activity necessary to the Service Provider’s performance of the Services in accordance with this Agreement, the Service Provider’s obligations to continue to perform affected Services after such step-in by Xxxxxx shall be limited accordingly until Xxxxxx steps-out in accordance with this Agreement; provided, however, that the foregoing shall not limit the Service Provider’s liability for its breaches of the Agreement giving rise to such step-in by Xxxxxx, including such liability for Loses suffered by Xxxxxx during the step-in

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period in connection with Xxxxxx’x engaging in self-help to mitigate or to remediate the failures by the Service Provider to perform its obligaitons hereunder.
(c)
For a period of six (6) months, Xxxxxx or a Step-In Agent may instruct the Service Provider to procure that certain Service Provider Personnel cease the provision of Services under any Project Work Order that is charged on a Time & Materials basis in respect of which Xxxxxx exercises its right to step in.
(d)
For up to six (6) months after the date Xxxxxx actually stepped-in to perform the Services as contemplated in this Clause 48 (Step-In), Xxxxxx shall not be liable to pay the Charges in respect of those Run Services for which Xxxxxx exercises its right to step in for as long as Xxxxxx is exercising its right to step in.
(e)
The Service Provider shall be liable for Xxxxxx’x costs incurred as a result of the exercise of its right to step in, including any Step-In Agent’s charges (the “Step-In Costs”), to the extent that those Step-In Costs exceed the Charges that Xxxxxx is not liable to pay pursuant to Clause 48.4(c) or Clause 48.4(d); provided, however, that without limiting Xxxxxx’x rights to pursue additional damages under this Agreement, the Service Provider’s obligation to reimburse Xxxxxx for Step-In Costs or to pay Step-In Costs directly shall not exceed [redacted].
(f)
Each Party shall take Appropriate Actions to minimize Step-In Costs.
(g)
Subject to any necessary restrictions that the Service Provider must make to protect the confidentiality of the Service Provider’s other customers (in circumstances where it is providing the Services from a facility that it uses for other customers) or the Service Provider IP, and provided that the Step-In Agent complies with the Service Provider’s reasonable security and health and safety policies, the Service Provider shall provide any Step–In Agent with such assistance, co–operation and information in relation to the Services, and such access to the Service Provider’s Systems as is necessary for the Step-In Agent to properly perform its role or as Xxxxxx or the Step-In Agent may request.
(h)
If the Step-Out Date shall not have occurred by the date six (6) months after the date Xxxxxx actually stepped-in to perform the Services as contemplated in this Clause 48 (Step-In), Xxxxxx shall have the option to terminate this Agreement or the affected Services pursuant to Clause 51.1(c) (Performance-Related Failures) upon notice to the Service Provider.
48.5
Assistance with Appointment of Step-In Agent
The Service Provider must provide Xxxxxx with reasonable cooperation, information and assistance as reasonably requested by Xxxxxx in the preparation for the appointment of a Step-In Agent (including any assistance in the conduct of any request for proposal process in relation to that appointment).
49.
ENHANCED CO–OPERATION

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49.1
Xxxxxx may, in circumstances where Xxxxxx has the right to step in as set out in Clause 48.1, nominate its employees, agents, advisors or contractors, to oversee the Service Provider or any of its Subcontractors implicated in the circumstances giving rise to the right to step in as set out in Clause 48.1 (“Consultants”).
49.2
If Xxxxxx exercises its rights under Clause 48 (Step-In) in respect of any Services, Xxxxxx may not exercise its rights under this Clause 49.1 (Enhanced Co–Operation) in respect of the same Services until after the Step-Out Date. For the purposes of this Clause 49.2, the same Services provided from or received in different Countries shall be considered different Services.
49.3
The Consultants shall be given full access to all information (other than information related to the Charges and the Service Provider’s internal cost base including the cost of performing the Services) that is available to all of the Key Persons and that is related to the performance of the Services that are affected by the event giving rise to Xxxxxx’x rights in this Clause and shall be able to make suggestions related to any element of the performance of the Services.
49.4
The Service Provider shall comply with all written directions of the Consultants and shall reasonably consider all suggestions of the Consultants but is not obliged to follow any suggestions given by the Consultants.
49.5
If the Service Provider does follow a suggestion of a Consultant, then the Service Provider shall be fully responsible for all consequences that flow from the suggestion as if it were the Service Provider’s own suggestion. The Service Provider shall not be liable for delay, damage or loss to the extent caused directly by the Consultant (and not by the Service Provider acting on the Consultant’s suggestions) or by the Service Provider complying with an express written direction of the Consultant.
49.6
By exercising its rights under this Clause, Xxxxxx shall not, and shall not be deemed to, assume any obligation to resolve the event giving rise to Xxxxxx’x rights under this Clause or relieve the Service Provider of any obligation or liability in relation to that event.
49.7
The duration of any secondment shall be at Xxxxxx’x reasonable discretion.
49.8
The Service Provider shall be responsible for paying an amount equal to [redacted] for each Consultant (in the case of a Consultant who is an employee of Xxxxxx) or the [redacted] (in the case of a Consultant who is a contractor or agent of Xxxxxx) for the duration of the secondment but shall not be liable for [redacted]; provided, however, that without limiting Xxxxxx’x rights to pursue additional damages under this Agreement, the Service Provider’s obligation to reimburse Xxxxxx in connection with such secondment shall not exceed [redacted].
49.9
The exercise by Xxxxxx of its rights in this Clause 49.1 (Enhanced Cooperation) shall be without prejudice to any other rights or remedies of Xxxxxx including the right to step in following the completion of the secondment referred to in this Clause 49.1 (Enhanced Cooperation).

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50.
SERVICE RELOCATION
50.1
If Xxxxxx notifies the Service Provider that it proposes to remove any Approved Service Delivery Location from Schedule 10 (Approved Service Delivery Locations) in accordance with Clause 15.4 and the Service Provider is at that time providing Services from that Approved Service Delivery Location the Service Provider may, within twenty (20) Business Days, submit to Xxxxxx a written response explaining why, having used all reasonable endeavors, it would not be able to move the provision of the Services from the Approved Service Delivery Location as proposed by Xxxxxx.
50.2
If the Service Provider does not submit a response within twenty (20) Business Days or Xxxxxx notifies in writing that it does not accept the Service Provider’s response under Clause 50.1, the Service Provider shall:
(a)
submit to Xxxxxx a project plan (which shall include a detailed impact assessment) for moving the location from which those Services are delivered to an Approved Service Delivery Location (a “Service Relocation Plan”); and
(b)
upon Xxxxxx’x approval of the Service Relocation Plan (not to be unreasonably withheld or delayed), implement the Service Relocation Plan in accordance with its terms, subject to such modifications as Xxxxxx may reasonably require.
50.3
The Service Relocation Plan shall incorporate such provisions of the Exit Plan as are relevant to the relocation of the Services from the former Approved Service Delivery Location to the replacement Approved Service Delivery Location.
50.4
The costs of implementation of a Service Relocation Plan (“Service Relocation Costs”) shall be borne as follows:
(a)
if the removal referred to in Clause 50.1 was effected by Xxxxxx exercising its rights under Clause 15.4(a), or by Xxxxxx exercising its rights under Clause 15.4(b) (other than as described in Clause 50.4(b)), the Service Relocation Costs shall be borne by the Service Provider; and
(b)
if the removal referred to in Clause 50.1 was effected by Xxxxxx exercising its rights under Clause 15.4(b) in circumstances where the Approved Service Delivery Location did not comply with a Policy because of a change in that Policy, the Service Relocation Costs shall be borne by Xxxxxx.
51.
TERMINATION OF THE ENTIRE AGREEMENT FOR CAUSE
51.1
Xxxxxx’x Rights to Terminate for Cause
Xxxxxx may terminate this Agreement by notice to the Service Provider on or at any time after the occurrence of any of the following events:
(a)
Material Breach

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A material breach of this Agreement (whether or not a repudiatory breach, and whether or not a single material breach or multiple breaches that in aggregate are material), including a breach of any Project Work Order that is (or is when viewed with other breaches as an aggregate) a material breach of this Agreement, and, if the material breach is capable of being remedied, the Service Provider failing to remedy the material breach within twenty (20) Business Days (or such longer period as may be agreed) starting on the Business Day after receipt of notice from Xxxxxx giving particulars of the breach and requiring the Service Provider to remedy the breach.
(b)
Persistent Breach
A failure by the Service Provider to perform an obligation under this Agreement or any Project Work Order (whether or not a repudiatory breach) that has been, or that is substantially similar to failures that have been, repeated sufficiently often to collectively amount to a material breach, provided that:
(i)
Xxxxxx has previously notified the Service Provider Delivery Lead (via formal notice, written correspondence, or during a meeting of the Operational Review Board (and a Party subsequently memorializes such discussion in writing within a reasonable time under the circumstances)) on one or more occasions that if the same or substantially similar breach occurs again, Xxxxxx may exercise its rights under this Clause, and the first such notification occurred at least twenty (20) Business Days prior to Xxxxxx’x termination of the applicable Services pursuant to this Clause 51.1(b)(i); and
(ii)
the breach referred to in a notice submitted under Clause 51.1(b)(i) did in fact occur again.
(c)
Performance-Related Failures
Without limiting Xxxxxx’x rights under Clause 51.1(a) and Clause 51.1(b):
(i)
for any four (4) consecutive months, the Service Credits that the Service Provider must credit in each such month equals the At Risk Amount;
(ii)
Service Provider commits a breach of a kind permitting Xxxxxx to terminate this Agreement or certain Services pursuant to Clause 48.4.
(iii)
without prejudice to the Service Provider’s right to argue that Service Credits are not applicable due to the application of Clause 60 (Excusing Causes), the Service Provider withholds Service Credits or Delivery Credits in circumstances where the Service Provider has an obligation to credit such Service Credits or Delivery Credits pursuant to Clause 11 (Transition) in the case of Delivery Credits or Clause 18 (Service Credits) in the case of Service Credits, and Service Provider fails to pay Xxxxxx such amounts (or issue Xxxxxx a credit note for such amounts) within ten (10) Business Days after any Xxxxxx demand that such amount be paid or credited to Xxxxxx.

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(d)
Regulatory Sanction
An act or omission of the Service Provider which is in breach of this Agreement or any Project Work Order resulting in:
(i)
any of the following:
(A)
any Regulatory Authority subjecting Xxxxxx to a prohibition or restriction on the carrying on of its business;
(B)
a Regulatory Authority subjecting Xxxxxx to a fine or similar penalty;
(C)
a Regulatory Authority subjecting Xxxxxx to public censure; or
(D)
any Regulatory Authority making a formal finding that it has observed a condition in relation to the business or operations of any Xxxxxx Company that the Regulatory Authority considers to be objectionable (including the issue of an FDA Form 483, as replaced from time to time, or the equivalent in any jurisdiction) and requires that condition to be rectified;
(ii)
any Regulatory Authority withdrawing any license required for Xxxxxx or any member of the Xxxxxx Group to carry on its business or any part of its business, or imposing any conditions on any such license; or
(iii)
any Regulatory Authority notifying Xxxxxx that if Xxxxxx fails to remedy the act or omission, or if the act or omission recurs, it will or will be likely to take the action referred to in Clause 51.1(d)(i) or Clause 51.1(d)(ii), so long as Xxxxxx shall have promptly informed the Service Provider that the applicable Regulatory Authority has so notified Xxxxxx.
The Parties acknowledge and agree that, for the purposes of determining whether the Service Provider breached this Agreement, Xxxxxx’x right to terminate this Agreement pursuant to this Clause 51.1(d) shall not be construed as expanding the Service Provider’s obligations to comply with Applicable Law as otherwise set out in this Agreement.
(e)
Specific Failures
The Service Provider is in material breach of Clauses 24 (Security), 29 (Intellectual Property Rights), 30 (Confidentiality) or 34 (Data Protection and Data Privacy) (whether or not such breach is a material breach of this Agreement) and such breach:
(i)
is not capable of remedy; or
(ii)
is capable of remedy and the Service Provider fails to remedy the breach within twenty (20) Business Days starting on the Business Day after receipt of notice from Xxxxxx giving particulars of the breach and requiring the Service Provider to remedy the breach.

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(f)
For security breach
(i)
The Service Provider is in breach of Clause 24 (Security), Clause 30 (Confidentiality) or Clause 34 (Data Protection and Data Privacy) and as a result:
(A)
Xxxxxx is required to notify a Regulatory Authority and/or affected data subjects of such breach;
(B)
there is a material adverse impact on Xxxxxx’x reputation;
(C)
the Service Provider is unable to locate definitively, for a period of longer than fifteen (15) days, any media, device or equipment on which Xxxxxx Data is stored;
(D)
a third party gains unauthorized access to any Xxxxxx System or any Xxxxxx Data; or
(E)
any of the events described in Clause 51.1(d) occur.
(g)
For exhaustion of liability cap
The sum of the damages that the Service Provider has already paid and the damages that the Service Provider is ordered in a final ruling by a court of competent jurisdiction or agrees to pay but has not paid, to Xxxxxx under or in connection with this Agreement, exceed fifty percent (50%) of an applicable limit under Clause 58.4 (i.e., either or both of the limits set out in Clause 58.4(b)(i) and Clause 58.4(b)(ii)) unless Xxxxxx and the Service Provider agree in writing to increase that limit such that those damages no longer exceed that percentage of that limit.
(h)
For violation of ethical requirements
The Service Provider commits a material breach of Clause 8.12.
(i)
For Failure to complete Transition
The Service Provider fails to Achieve the Final Transition Milestone within sixty (60) days after its Milestone Date.
(j)
Termination of the Entire Agreement for a Failed Benchmark
If the Service Provider fails to implement the findings of a Final Benchmark Report under paragraph 9.6 of Schedule 5 (Benchmarking).
51.2
Right of Xxxxxx to Terminate for Change of Control
(a)
Xxxxxx may terminate this Agreement, without any payment or penalty, by giving at least three (3) months’ notice to the Service Provider at any time if the person that acquires Control of the Service Provider is:

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(i)
a Xxxxxx Competitor;
(ii)
an entity that does not comply with Xxxxxx’x Code of Conduct, as amended from time to time in accordance with Schedule 9 (Change), or with whom Xxxxxx could not contract without breaching that policy;
(iii)
an Excluded Supplier;
(iv)
an entity with a financial standing that is materially worse than that of the Service Provider; or
(v)
an entity whose Control of the Service Provider will, or is likely, on the basis of an objective analysis, to lead to a material detrimental impact on the provision of the Services or damage to the reputation of Xxxxxx or any other Xxxxxx Company.
(b)
The Service Provider shall give Xxxxxx notice of any acquisition of Control of the Service Provider as soon as practicable (taking into account any restrictions imposed by Applicable Law) and in any event within thirty (30) Business Days after the acquisition.
51.3
Right of both Parties to Terminate for Insolvency
Either Party may terminate this Agreement by notice to the other Party on or at any time after the occurrence of any of the following:
(a)
the other Party being unable to pay its debts as they fall due; or
(b)
the taking of any of the following steps by the other Party or any other person:
(i)
the presentation of a petition for winding up the other Party (and, where the petition is presented by a person other than the other Party, that petition not being struck out or withdrawn within fourteen (14) days);
(ii)
the application for an order or tabling of an effective resolution for winding up the other Party (and, where the application is made or resolution tabled by a person other than the other Party, that application or resolution not being struck out or withdrawn within fourteen (14) days);
(iii)
the application for an order or application for the appointment of a liquidator, receiver (including an administrative receiver), administrator, trustee or similar officer in respect of the other Party (and, where the application is made by a person other than the other Party, that application not being struck out or withdrawn within fourteen (14) days);
(iv)
an execution creditor, encumbrancer, receiver (including an administrative receiver) or similar officer taking possession of the whole or any part of the other Party’s property, assets or undertaking; or

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(v)
the other Party making a composition with its creditors generally (other than for the purpose of a solvent reorganization, solvent arrangement or solvent scheme).
51.4
Right for Service Provider to Terminate Agreement
(a)
If, at any time, the total amount of undisputed Charges that are overdue for payment exceeds the amount of the Charges for the previous three (3) full calendar months:
(i)
the Service Provider may give Xxxxxx written notice, for the attention of each of Head of IS Vendor and Supplier Management:
(A)
requiring payment of the undisputed amounts within fifteen (15) days of receipt of such notice by Xxxxxx; and
(B)
notifying Xxxxxx that it will exercise its rights to terminate if payment is not received within fifteen (15) days of receipt of that notice.
(ii)
If Xxxxxx does not pay the amounts set out in any notice served pursuant to Clause 51.4(a) within the period set out in that notice, the Service Provider may terminate this Agreement by giving written notice to Xxxxxx. If Xxxxxx pays the Charges set out in the notice prior to the date of termination specified in the further notice, then the notice shall automatically be deemed rescinded and the Agreement shall not terminate, but this shall not affect the Service Provider’s ability to levy late payment charges in accordance with Clause 41 (Late Payment).
(iii)
The continued non-payment of the same Charges shall constitute a single occasion of non-payment for the purposes of this Clause.
(b)
The Service Provider may terminate this Agreement by giving written notice to Xxxxxx if Xxxxxx is in material breach of Clauses 29 (Intellectual Property Rights) or 30 (Confidentiality) and, if the breach is capable of remedy, fails to remedy the breach within twenty (20) Business Days starting on the Business Day after receipt of notice from the Service Provider giving particulars of the breach and requiring Xxxxxx to remedy the breach.
(c)
For the purposes of Clause 51.4(b), a breach by Xxxxxx of Clause 29 (Intellectual Property Rights) is not material unless it causes irreparable damage to the Service Provider’s business for which damages would not provide an adequate remedy.
(d)
In circumstances where the Service Provider terminates this Agreement under Clause 51.4(a) or Clause 51.4(b), the Service Provider may also terminate all Project Work Orders (but not some of them only), by giving fourteen (14) days’ written notice to Xxxxxx.
52.
TERMINATION OF A PROJECT WORK ORDER FOR CAUSE
52.1
Termination by Xxxxxx

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Xxxxxx may terminate any Project Work Order by notice to the Service Provider on or at any time after the occurrence of any of the following events:
(a)
Material Breach
A material breach of that Project Work Order (whether or not a repudiatory breach, and whether or not a single material breach or multiple breaches that are in aggregate material) and, if the material breach is capable of being remedied, the Service Provider failing to remedy the material breach within twenty (20) Local Business Days (or such longer period as may be agreed) starting on the Local Business Day after receipt of notice from Xxxxxx giving particulars of the breach and requiring the Service Provider to remedy the breach.
(b)
Persistent Breach
A failure by the Service Provider to perform an obligation under that Project Work Order (whether or not a repudiatory breach) that has been, or that is substantially similar to failures that have been, repeated sufficiently often to collectively amount to a material breach provided that Xxxxxx has previously notified the Service Provider that if the failure or a substantially similar failure is repeated Xxxxxx may wish to terminate the Project Work Order.
(c)
Late Delivery
The Service Provider fails to Achieve the Final Milestone under a Project Work Order within twenty (20) Business Days after its Milestone Date, except to the extent the applicable Project Work Order sets outs shorter timeframe.
(d)
Termination of Linked Project Work Order
Xxxxxx terminates any Project Work Order that is Linked to that Project Work Order in accordance with this Clause 52 (Termination of a Project Work Order for Cause), or becomes entitled to do so (whether or not Xxxxxx actually exercises that right).
(e)
Termination of MSA
Xxxxxx terminates this Agreement in accordance with Clause 51 (Termination of the Entire Agreement for Cause), or becomes entitled to do so (whether or not Xxxxxx actually exercises that right).
52.2
Right for Service Provider to Terminate for Non–Payment of Charges
(a)
If Xxxxxx fails to pay any undisputed Charges under any Project Work Order when due under this Agreement, the Service Provider may give Xxxxxx notice of its intention to terminate that Project Work Order if payment is not received within twenty (20) Local Business Days of that notice.
(b)
If Xxxxxx does not pay the Charges set out in any notice served pursuant to Clause 52.2(a) within the period set out in that notice, the Service Provider may

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terminate the Project Work Order specified in that notice by giving a further ten (10) Local Business Days’ written notice to Xxxxxx. If Xxxxxx pays the Charges set out in the further notice prior to the date of termination specified in the notice, then the notice shall automatically be deemed rescinded and the Project Work Order shall not terminate, but this shall not affect the Service Provider’s ability to levy late payment charges in accordance with Clause 41 (Late Payment).
(c)
Without limiting Clause 51.4(b), nothing in this Clause entitles the Service Provider to terminate this Agreement or any Project Work Order other than the Project Work Order referred to in Clauses 52.2(a) and 52.2(b).
52.3
Right of both Project Work Order Parties to Terminate for Insolvency
Either PWO Party may terminate a Project Work Order by notice to the other PWO Party on or at any time after the occurrence of any of the following:
(a)
the other PWO Party being unable to pay its debts as they fall due; or
(b)
the taking of any of the following steps by the other PWO Party or any other person:
(i)
the presentation of a petition for winding up the other PWO Party (and, where the petition is presented by a person other than the other PWO Party, that petition not being struck out or withdrawn within fourteen (14) days);
(ii)
the application for an order or tabling of an effective resolution for winding up the other PWO Party (and, where the application is made or resolution tabled by a person other than the other PWO Party, that application or resolution not being struck out or withdrawn within fourteen (14) days);
(iii)
the application for an order or application for the appointment of a liquidator, receiver (including an administrative receiver), administrator, trustee or similar officer in respect of the other PWO Party (and, where the application is made by a person other than the other PWO Party, that application not being struck out or withdrawn within fourteen (14) days);
(iv)
an execution creditor, encumbrancer, receiver (including an administrative receiver) or similar officer taking possession of the whole or any part of the other PWO Party’s property, assets or undertaking; or
(v)
the other PWO Party making a composition with its creditors generally (other than for the purpose of a solvent reorganization, solvent arrangement or solvent scheme).
53.
PARTIAL TERMINATION
53.1
Where this Agreement gives Xxxxxx the right to terminate this Agreement in its entirety, Xxxxxx may instead elect to terminate this Agreement in respect of:

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(a)
any or all of the Sub-Towers affected by the events, facts or circumstances giving rise to Xxxxxx’x right to terminate;
(b)
any or all of the Service Elements affected by the events, facts or circumstances giving rise to Xxxxxx’x right to terminate; or
(c)
a combination of (a) and (b).
53.2
Without limiting Clause 51 (Termination of the Entire Agreement for Cause) or Clause 53.1, if any of the events referred to in Clause 53.3 occur in respect of any Sub-Tower or Service Element, Xxxxxx may terminate this Agreement in respect of that Sub-Tower or Service Element by notice to the Service Provider on or at any time after the occurrence of that event.
53.3
The events are:
(a)
Material Breach
A material breach of this Agreement in the context of that Sub-Tower or Service Element (whether or not a repudiatory breach, whether or not a single material breach or multiple breaches that in the aggregate are material, and whether or not a material breach of this Agreement as a whole) and, if the material breach is capable of being remedied, the Service Provider failing to remedy the material breach within twenty (20) Business Days (or such longer period as may be agreed) starting on the Business Day after receipt of notice from Xxxxxx giving particulars of the breach and requiring the Service Provider to remedy the breach.
(b)
Persistent Breach
A failure by the Service Provider to perform an obligation in relation to that Sub-Tower or Service Element (whether or not a repudiatory breach) that has been, or that is substantially similar to failures that have been, repeated sufficiently often to collectively amount to a material breach provided that Xxxxxx has previously notified the Service Provider Delivery Lead (via formal notice, written correspondence, or during a meeting of the Operational Review Board (and a Party subsequently memorializes such discussion in writing within a reasonable time under the circumstances)) on one or more occasions that if the failure or a substantially similar failure is repeated Xxxxxx may wish to terminate this Agreement or that Sub-Tower or that Service Element, and the first such notification occurred at least twenty (20) Business Days prior to Xxxxxx’x termination of the applicable Services pursuant to this Clause 53.3(b).
53.4
Nothing in Clause 53.2:
(a)
shall be construed as meaning that the events referred to in Clause 53.3 are not also material breaches of this Agreement as a whole or would not have a materially adverse impact on the use or enjoyment of the Services as a whole; or

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(b)
shall prevent Xxxxxx from exercising its rights under Clause 51 (Termination of the Entire Agreement for Cause) in circumstances where it is entitled to do so as a result of the events referred to in Clause 53.3.
53.5
In the case of partial termination as contemplated by Clause 53.1, Clause 53.2 or Clause 53.3, the Change Control Process shall be used to modify this Agreement to account for the partial termination. Xxxxxx may terminate the entire Agreement (under Clauses 53.1 or 53.2) for the reason giving rise to the termination right, at any time up to the execution of the relevant Change Notice that shall modify this Agreement with respect to such partial termination.
54.
TERMINATION FOR CONTINUED FORCE MAJEURE
54.1
If the Service Provider is excused from the performance of any of the Services by reason of a Force Majeure Event in accordance with Clause 61 (Force Majeure) for a period of thirty (30) or more consecutive days, then Xxxxxx may, on written notice to the Service Provider, terminate any portion of this Agreement or any Project Work Order so affected that it would have been entitled to terminate in accordance with Clause 53 (Partial Termination).
54.2
In the case of partial termination as contemplated by Clause 54.1 in circumstances where any terminated Service does not have a separately identifiable Charge that relates specifically to that Service:
(a)
the Change Control Process shall be used to modify this Agreement or the Project Work Order (as the case may be) to adjust the Charges for the partial termination as well as other changes strictly necessary to reflect the partial termination;
(b)
if the Parties cannot agree (after exhausting all of the available escalation levels forming part of Schedule 7 (Governance)) to an adjustment to the Charges following notice of a partial termination, then this Agreement or the Project Work Order (as the case may be) shall terminate in whole; and
(c)
Xxxxxx may terminate the entire Agreement or the Project Work Order (as the case may be) at any time up to the execution of the relevant Change Notice that shall modify this Agreement or the Project Work Order.
55.
TERMINATION FOR CONVENIENCE
55.1
Termination of MSA for Convenience
(a)
Xxxxxx may terminate this Agreement, in whole or in respect of one or more Services, for convenience by giving:
(i)
not less than six (6) months’ prior written notice to the Service Provider, in the case of a termination of this Agreement in whole; and
(ii)
not less than three (3) months’ prior written notice to the Service Provider, in the case of a termination of this Agreement in respect of one or more Services,

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(b)
Termination of this Agreement by Xxxxxx under Clause 55.1 shall not entitle Xxxxxx or the Service Provider to terminate any Project Work Order under Clause 52 (Termination of a Project Work Order for Cause).
55.2
Termination of Project Work Order for Convenience
Xxxxxx shall be entitled to terminate any Project Work Order at any time for convenience by giving three (3) months’ written notice to the Service Provider.
56.
THE EFFECTIVE DATE OF TERMINATION
56.1
The Termination Date shall be determined by the Party terminating this Agreement or the Project Work Order and shall be set out in the termination notice.
56.2
If a Termination Date is not included in the termination notice, the Termination Date shall, except in the case of notice under Clause 55 (Termination for Convenience), be forty-five (45) Business Days from the date the termination notice is received.
56.3
The Service Provider’s obligation to deliver the Services does not cease on the Termination Date. The Service Provider must continue to deliver the Services in accordance with this Agreement to the extent required under Schedule 8 (Termination Assistance and Exit).
56.4
Xxxxxx is not required to exhaust all or any part of the Dispute Resolution Procedure before exercising a right to terminate this Agreement.
57.
CONSEQUENCES OF TERMINATION
57.1
No Right to an Injunction
(a)
The only remedy that the Service Provider shall have in relation to the wrongful termination of this Agreement or a Project Work Order by Xxxxxx is damages.
(b)
Without limiting Clause 57.1(a), the Service Provider shall have no right to an injunction or similar relief or remedy restraining Xxxxxx from terminating this Agreement or a Project Work Order.
(c)
The Service Provider must not refuse to provide the Services or suspend the provision of the Services following any notice of termination issued by Xxxxxx and in particular the Service Provider must not refuse to meet its obligations under the Exit Plan even if it is pursuing a claim against Xxxxxx that it has wrongfully repudiated this Agreement.
57.2
Damages and Termination not Exclusive
(a)
If this Agreement is terminated by either Party for breach by the other Party, the terminating Party may, in addition to terminating the Agreement, claim damages for that breach irrespective of the reason for terminating the Agreement.
(b)
If this Agreement is terminated by Xxxxxx under Clause 51 (Termination of the Entire Agreement for Cause) or Clause 53 (Partial Termination), Xxxxxx shall be entitled

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to recover damages in respect of losses resulting from the termination of this Agreement, as well as damages in respect of losses resulting from any breach of this Agreement.
(c)
If this Agreement is terminated by the Service Provider under Clause 51 (Termination of the Entire Agreement for Cause), the Service Provider shall be entitled to recover damages in respect of losses resulting from the termination of this Agreement, as well as damages in respect of losses resulting from any breach of this Agreement.
(d)
If any Project Work Order is terminated by either PWO Party for breach by the other PWO Party, the terminating PWO Party may, in addition to terminating the Project Work Order, claim damages for that breach irrespective of the reason for terminating the Project Work Order.
(e)
If a Project Work Order is terminated by Xxxxxx under Clause 52 (Termination of a Project Work Order for Cause), Xxxxxx shall be entitled to recover damages in respect of losses resulting from the termination of the Project Work Order, as well as damages in respect of losses resulting from any breach of the Project Work Order.
(f)
If a Project Work Order is terminated by the Service Provider under Clause 52 (Termination of a Project Work Order for Cause), the Service Provider shall be entitled to recover damages in respect of losses resulting from the termination of that Project Work Order, as well as damages in respect of losses resulting from any breach of that Project Work Order.
57.3
Rights in addition to right to termination at law
(a)
The Service Provider may not terminate this Agreement other than as expressly provided in Clause 51.3 and Clause 51.4, but nothing in this Clause restricts the Service Provider’s right to rescind this Agreement for fraudulent misrepresentation by Xxxxxx.
(b)
Neither the Service Provider nor the applicable Service Provider PWO Party may terminate any Project Work Order other than as expressly provided in Clause 52.2 and Clause 52.3, but nothing in this Clause restricts the right of the Service Provider or the applicable Service Provider PWO Party to rescind a Project Work Order for fraudulent misrepresentation by Xxxxxx.
57.4
Termination Assistance
Xxxxxx and the Service Provider each has the rights and obligations allocated to it in Schedule 8 (Termination Assistance and Exit) in relation to preparation for, and the consequences of, expiry or termination (in whole or in part) of this Agreement or a Project Work Order.
57.5
Return and Treatment of Confidential Information
On termination or expiry of this Agreement, each Party agrees that:

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(a)
it must continue to keep confidential the other Party’s Confidential Information in accordance with Clause 30 (Confidentiality); and
(b)
its rights to use and disclose the other Party’s Confidential Information cease other than:
(i)
in relation to information any Party (including Subcontractors) is required to disclose in order to comply with any of those reporting obligations set out in Clause 30.7;
(ii)
to the extent use and disclosure of Confidential Information is necessary in order to make use of the license rights granted pursuant to Clause 29 (Intellectual Property Rights); and
(iii)
in relation to disclosures required to be made by either Party in order to carry out their respective obligations as set out in Schedule 8 (Termination Assistance and Exit).
57.6
Other Consequences of Termination
(a)
Expiry or termination of this Agreement does not affect a Party’s accrued rights and obligations at the time of expiry or termination.
(b)
Without prejudice to Clause 52.1(e), expiry or termination of this Agreement shall not result in the automatic expiry or termination of any Project Work Order.
(c)
The provisions of Clauses 1 (Definitions), 2 (Interpretation), 8.11, 29 (Intellectual Property Rights), 30 (Confidentiality), 31 (Use of Confidential Information and Xxxxxx Data), 32 (Return of Confidential Information), 33 (Announcements and Publicity), 34 (Data Protection and Data Privacy), 39 (HR Obligations), 40 (Charges), 41 (Late Payment), 42 (Invoices), 43 (Taxation), 57.2, 57.3, 57.4, 57.5, 57.6, 58(Indemnification, Liability), 60 (Excusing Causes), 61 (Force Majeure), 66 (Further Assurance), 67 (Third Party Beneficiaries), 69 (Entire Agreement), 70 (Waiver), 71 (No Partnership), 72 (Severability), 73 (Counterparts), 74 (Dispute Resolution and Dispute Management) and 75 (Governing Law and Jurisdiction) and any other Clauses where the context requires it to survive shall survive expiry or termination of this Agreement or of any Project Work Order for any reason.
(d)
Clauses 13.3(c) and 13.3(d) shall survive expiry or termination of this Agreement for as long as any Project Work Order remains in force.
(e)
The provisions of the Schedules will survive expiry or termination of this Agreement for any reason to the extent that and for so long as they are referred to in Clauses which survive.
(f)
Xxxxxx’x obligation to pay Charges properly incurred prior to the date of expiry or termination of this Agreement, or of termination of the Project Work Order in respect

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of which those Charges are payable, shall survive the expiry or termination of this Agreement and that Project Work Order.
(g)
If this Agreement is terminated by Xxxxxx pursuant to Clause 55 (Termination for Convenience), then Xxxxxx shall pay the applicable early termination fee as set forth in, as applicable, Schedule 3 (Pricing and Invoicing) or the applicable Project Work Order.


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PART N    INDEMNIFICATION, LIMITATION OF LIABILITY AND
EXCUSING CAUSES
58.
INDEMNIFICATION, LIABILITY.
58.1
Indemnification by the Service Provider.
The Service Provider will, at its sole cost and expense, defend, indemnify and keep indemnified, and hold harmless Xxxxxx and the Xxxxxx Companies and each of their respective officers, directors, employees, contractors, agents, representatives, successors and assigns (each an “Xxxxxx Indemnified Party”) from any and all Losses of a Third Party alleged, incurred, or awarded to or payable in settlement with such Third Party, in each case arising out of a claim by a Third Party, to the extent caused by:
(a)
An IPR Claim Against Xxxxxx, in each case except to the extent such IPR Claim Against Xxxxxx results from:
(i)
the Service Provider complying with Xxxxxx’x specifications or other requirements, but only if those specifications or requirements mandated the specific act or acts of infringement or alleged infringement on which the IPR Claim is based;
(ii)
Xxxxxx IP or any materials or resources provided by or on behalf of Xxxxxx or any Xxxxxx Companies and used in a manner permitted by this Agreement;
(iii)
modifications made by or on behalf of Xxxxxx or any Xxxxxx Companies by any person (other than modifications made by or on behalf of the Service Provider or any Service Provider Companies) of the Services, Software, System, Materials or Modifications that are the subject of the IPR Claim Against Xxxxxx, but only if such Services, Software, System, Materials or Modifications, without that modification, would not have resulted in the infringement or alleged infringement on which the IPR Claim is based;
(iv)
use or combination (other than by or on behalf of the Service Provider) of the Services, Software, System, Materials or Modifications that are the subject of the IPR Claim Against Xxxxxx, with items not provided by or on behalf of the Service Provider or its Subcontractors and absent such use or combination such Services, Software, System, Materials or Modifications would not have resulted in the infringement or alleged infringement on which the IPR Claim Against the Service Provider is based;
(v)
refusal to use corrections and enhancements provided by the Service Provider at no additional cost, where:
(A)
those corrections and enhancements could have been implemented without disruption to Xxxxxx’x business; and

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(B)
the act or acts of infringement or alleged infringement on which the IPR Claim Against Xxxxxx is based would not have occurred if the corrections and enhancements had been implemented; or
(vi)
use by a Third Party of the Services, Software System, Materials or Modifications that are the subject of the IPR Claim Against Xxxxxx in a manner where such use by Xxxxxx would have constituted a breach of this Agreement;
(a)
a violation of or non-compliance with Applicable Law by the Service Provider or any Subcontractor except to the extent such violation or non-compliance by Service Provider resulted from:
(i)
a breach of this Agreement by the Xxxxxx or any Xxxxxx Company;
(ii)
violation or non-compliance with Applicable Law (including obligations that Xxxxxx may have under Data Protection Laws by virtue of its role as a data controller or other similar concepts under applicable Data Protection Laws) by Xxxxxx or any Xxxxxx Company; or
(iii)
the Service Provider’s compliance with Xxxxxx’x written instructions on how to comply with a particular Applicable Law, to the extent the only plausible manner in which the Service Provider could have complied with such instruction resulted in such violation of or non-compliance with Applicable Law;
(b)
breaches of the Service Provider’s obligations with respect to Clause 30 (Confidentiality);
(c)
death or bodily injury, or the damage, loss or destruction of real or tangible personal property of Third Parties (including employees of any Xxxxxx Company, Service Provider Company, or their respective subcontractors) resulting from the acts or omissions (including breach of contract or negligence) of the Service Provider, or any Service Provider Personnel, agents and/or representatives or any of the personnel of the foregoing;
(d)
any Taxes, interest, penalties or other amounts assessed against Xxxxxx that are the obligation of the Service Provider pursuant to 43 (Taxation); or
(e)
the gross negligence, willful misconduct or fraud of the Service Provider, any Service Provider Company, or any Subcontractor.
58.2
Indemnification by Xxxxxx
Xxxxxx will, at its sole cost and expense, defend, indemnify and keep indemnified, and hold harmless the Service Provider and the Service Provider Companies and each of their respective officers, directors, employees, contractors, agents, representatives, successors and assigns (each a “Service Provider Indemnified Party”) from any and all Losses of a

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Third Party alleged, incurred, or awarded to or payable in settlement with such Third Party, in each case arising out of a claim by a Third Party, to the extent caused by:
(a)
an IPR Claim Against the Service Provider, in each case except to the extent such IPR Claim Against the Service Provider results from:
(i)
Xxxxxx complying with the Service Provider’s specifications or other requirements, but only if those specifications or requirements mandated the specific act or acts of infringement or alleged infringement on which the IPR Claim Against the Service Provider is based;
(ii)
Service Provider IP or any materials or resources provided by or on behalf of Service Provider or any Service Provider Companies and used in a manner permitted by this Agreement;
(iii)
modifications made by or on behalf of the Service Provider by any person (other than modifications made by or on behalf of Xxxxxx or any Xxxxxx Companies) of any Xxxxxx IP, Software or Third Party Software that are the subject of the IPR Claim Against the Service Provider, but only if such Xxxxxx IP, Software or Third Party Software, without that modification, would not have resulted in the infringement or alleged infringement on which the IPR Claim is based;
(iv)
refusal to use corrections and enhancements provided by Xxxxxx at no additional cost, where:
(A)
those corrections and enhancements could have been implemented without disruption to Service Provider’s business; and
(B)
the act or acts of infringement or alleged infringement on which the IPR Claim Against the Service Provider is based would not have occurred if the corrections and enhancements had been implemented; or
(v)
 use of the Xxxxxx IP, Software or Third Party Software that are the subject of the IPR Claim Against the Service Provider in connection with the provision of services to any party other than the Xxxxxx Companies;
(b)
a violation of or non-compliance with Applicable Law by Xxxxxx, in each case except to the extent such violation or non-compliance by Xxxxxx resulted from:
(i)
a breach of this Agreement by the Service Provider or any Service Provider Company; or
(ii)
violation or non-compliance with Applicable Law (including obligations that the Service Provider may have under Data Protection Laws by virtue of its role as a data processor or other similar concepts under applicable Data Protection Laws) by the Service Provider or any Service Provider Company;
(c)
breaches of Xxxxxx’x obligations with respect to Clause 30 (Confidentiality);

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(d)
death or bodily injury, or the damage, loss or destruction of real or tangible personal property of Third Parties (including employees of any Xxxxxx Company, Service Provider Company and/or their respective subcontractors) resulting from the acts or omissions (including breach of contract or negligence) of Xxxxxx or Xxxxxx Companies, agents and/or representatives or any of the personnel of the foregoing;
(e)
any Taxes, interest, penalties or other amounts assessed against the Service Provider that are the obligation of Xxxxxx pursuant to Clause 43 (Taxation); or
(f)
use of any Service Provider IP other than as authorized and for use as part of the Services (or as may be permitted following the expiration or termination of this Agreement or the applicable Services, as applicable).
58.3
Indemnification Procedures.
(a)
The following procedures shall apply if any third-party Claim is commenced against any Xxxxxx Indemnified Party or Service Provider Indemnified Party (the “Indemnified Party”):
(i)
Notice of such Claim will be given to the other Party (the “Indemnifying Party”) as promptly as practicable.
(ii)
If, after such notice, the Indemnifying Party acknowledges that the terms of this Agreement apply with respect to such Claim, then subject to Clause 58.3(a)(vii) and except where Clause 58.3(a)(viii) applies, the Indemnifying Party will be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such Claim is due or as soon as reasonably practicable if notice of the Claim was given with less than ten (10) days to respond to the Claim, to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense.
(iii)
No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the consent of the Indemnified Party which is not to be unreasonably withheld.
(iv)
After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim (excluding those instances where the Indemnified Party has the option to retain control of the defense of the applicable claim), the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim.
(v)
If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Clause 58.3(a), the

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Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will have the right to defend the Claim in such manner as it may deem appropriate, at the reasonable cost and expense (including attorneys’ fees) of the Indemnifying Party.
(vi)
The Indemnified Party will, at the Indemnifying Party’s cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom.
(vii)
The Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom.
(viii)
If an Indemnified Party is entitled to indemnification in respect of a Claim (in accordance with Clause 58), and liability in connection with that Claim is subject to a liability cap set out in Clause 58.4, the Indemnified Party will be entitled, if it so elects, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such Claim is due or as soon as reasonably practicable if notice of the Claim was given with less than ten (10) days to respond to the Claim, to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense, provided that if the Indemnified Party assumes control of the defense of a Claim in accordance with this Clause 58.3(a)(viii), the Indemnified Party:
(A)
shall comply with its obligations to mitigate under Clause 58.8 (No Double Recovery; Duty to Mitigate Damages) with respect to losses incurred in connection with the Claim and the defense of the Claim; and
(B)
may only enter into a settlement of a Claim concerning the payment of money with a complete release of all Indemnified Parties’ liability, and shall not without the consent of the Indemnifying Party, in its discretion, enter into any settlement of a Claim that involves an admission of liability by or on behalf of the Indemnifying Party, or involves any other remedy except the payment of money.
(b)
If an IPR Claim against an Indemnified Party is made, in addition to the obligations of the Indemnifying Party set out in Clause 58.3(a), the Indemnifying Party (i) may, at the Indemnifying Party’s cost and expense, procure for itself and the Indemnified Party, as the case may be, the right to continue using infringing items and (ii) may, in the Indemnifying Party’s discretion, (A) substitute or modify any affected item so as to avoid the infringement, (B) replace any part of any affected item with a non–infringing item or remove any or part of the affected item so long as such modification or removal results in the affected item offering equivalent or better features and

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functionality to the infringing items, or (C) if substitution or modification in line with the above is not practicable, Indemnifying Party may remove the affected item (and the Indemnified Party shall cease using it) and refund the amounts paid for such item; provided, however, that in the event the Indemnifying Party exercises the option set out in clause (C) above, (I) such provision shall not be construed as relieving the Indemnifying Party exercising such option from any of its obligations under this Agreement, regardless of whether the performance of such obligations are affected by actions taken by the Indemnifying Party excercising such option and (II) the Indemnifying Party exercising such option shall bear any incremental costs and expenses incurred by the Indemnified Party as a result of the exercise of such option to the extent such incremental costs relate to changes implemented by or on behalf of the Indemnified Party to mitigate the effects of the Indemnifying Party’s exercising such option. Where the Indemnifying Party addresses the applicable IPR Claim via clause (ii) of the preceding sentence, the Parties shall memorialize the change to the Service Provider Technical Solution via a Change Notice in an amendment to this Agreement.
58.4
Limitations Caps.
(a)
References in this Clause 58.4 to Charges paid or payable (as specified below in this Clause 58.4) by Xxxxxx as the basis for calculating a limitation of liability under this Agreement will be the aggregate of all such Charges under this Agreement (including Charges paid or payable pursuant to Project Work Orders), but excluding VAT or other taxes that are payable by Xxxxxx in connection with the Services. Xxxxxx will have the sole right to recover damages and assert all rights, and exercise all options, under this Agreement on behalf of and for the benefit of Xxxxxx Companies. The Service Provider will have the sole right to recover damages and assert all rights, and exercise all options, under this Agreement on behalf of and for the benefit of the Service Provider Companies.
(b)
Service Provider’s Liability Caps
(i)
General Liability Cap.
Except as set forth in Clause 58.6 and Clause 58.4(b)(ii), the Service Provider’s total liability under this Agreement (whether the liability is in contract, in tort, breach of warranty, negligence, strict liability or otherwise) for any claim or Losses under this Agreement will under no circumstances exceed an amount equal to the greater of:
(A)
[redacted]; and
(B)
[redacted],
[redacted].

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Amounts that apply against the limitation of liability set out in this Clause 58.4(b)(i) shall not apply against any other limitation of liability or damages cap set out in this Agreement.
(ii)
Security Incident Liability Cap.
Except as set forth in Clause 58.6, the Service Provider’s total liability under this Agreement (whether the liability is in contract, in tort, breach of warranty, negligence, strict liability or otherwise) for (x) liability arising from any cause of action arising from breach by the Service Provider of Clause 34 (Data Protection and Data Privacy), (y) the Service Provider’s responsibility for certain costs and expenses as set out in Clause 34.9 (Security Breach Response.), and (z) the Service Provider’s obligation of the Service Provider to indemnify Xxxxxx pursuant to Attachment 24A (Business Associate Agreement) to Schedule 24 (Certain Security Requirements), as applicable, will under no circumstances exceed an amount equal to the greater of:
(A)
[redacted]; and
(B)
[redacted],
[redacted].
Amounts that apply against the limitation of liability set out in this Clause 58.4(b)(ii) shall not apply against any other limitation of liability or damages cap set out in this Agreement.
(c)
Xxxxxx’x Liability Cap
Except as set forth in Clause 58.6, Xxxxxx’x total liability in the aggregate under this Agreement (whether the liability is in contract, in tort, breach of warranty, negligence, strict liability or otherwise) for any claim or Losses under this Agreement will under no circumstances exceed:
(A)
[redacted]; and
(B)
[redacted],
[redacted].
58.5
Consequential Damages Exclusion.
(a)
EXCEPT AS SET OUT IN CLAUSE 58.5(b) AND CLAUSE 58.6, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST REVENUE, LOST PROFIT, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY,

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PUNITIVE OR INCIDENTAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
(b)
Notwithstanding Clause 58.5(a) the following will be recoverable damages that apply against the caps on liability set forth in Clause 58.4 as applicable to the extent that they result directly from either Party’s failure to perform in accordance with this Agreement:
(i)
the reasonable cost of researching, procuring, purchasing, installing, testing and implementing alternative Systems and/or services used in whole or partial substitution for the Services;
(ii)
the reasonable cost of restoring lost or corrupted data (including recreating data in circumstances where the data is no longer reasonably available in the form in which it existed at the time of the loss or corruption), provided that the data has been backed up by or on behalf of Xxxxxx in accordance with a reasonable back-up policy (but that proviso does not apply to the extent the Service Provider is responsible for backing up that data under this Agreement and has failed to do so in accordance with this Agreement);
(iii)
fines payable by Xxxxxx or any Xxxxxx Company as a result of the Service Provider’s breach of this Agreement;
(iv)
the reasonable cost of implementing and performing work-arounds;
(v)
the reasonable cost of replacing lost, stolen or damaged goods or materials;
(vi)
the reasonable cost of procuring replacement services, or services designed to rectify defects in the Services from an alternate source; and
(vii)
additional wages, overtime, fees and expenses (including reasonable travel and lodging) incurred by Xxxxxx Companies in:
(A)
appointing advisors to advise upon the impact and consequences of the Service Provider’s breach, including legal and compliance professionals;
(B)
investigating the circumstances of the Service Provider’s breach, whether such investigation is conducted by Xxxxxx or by a third party on Xxxxxx’x behalf;
(C)
performing or rectifying, or engaging a Third Party to perform or rectify, the Services that the Service Provider has failed to perform; and
(D)
managing a Third Party’s or the Service Provider’s investigation, performance or rectification of the Services that the Service Provider has failed to perform.
58.6
Exceptions

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(a)
In each case subject to Clause 58.6(x), liability arising from the following will not be subject to any cap in Clause 58.1 and the disclaimer in Clause 58.5(a) will not apply with respect to:
(i)
death or bodily injury or physical or real property damage caused by a Party or its personnel;
(ii)
Xxxxxx’x obligation to pay the Charges;
(iii)
any Charge Deductions;
(iv)
the cost of procuring any license for any Software incorporated into Xxxxxx Work Product or System that the Service Provider should have procured, but did not procure, for Xxxxxx’x benefit under any provision of this Agreement;
(v)
the breach by either Party of the obligations contained in Clause 29 (Intellectual Property Rights) or Clause 30 (Confidentiality);
(vi)
[redacted];
(vii)
[redacted];
(viii)
[redacted];
(ix)
[redacted];
(x)
liability arising from the intentional cessation by the Service Provider of any of its obligations under this Agreement;
(xi)
liability arising from willful misconduct by either Party or members of its Group;
(xii)
liability arising from the fraud of either Party or members of its Group;
(xiii)
liability arising from gross negligence of either Party or members of its Group; and
(xiv)
the extent such limitation or exclusion is not permitted by Applicable Law.
(b)
If a claim or event of any sort that is contemplated by this Clause 58.6 is one with respect to which both (i) the provisions of Clause 58.4(b)(ii) are set out as applying to limit the amount Service Provider’s liability and (ii) any other provision of this Clause 58.6 applies, then Clause 58.4(b)(ii) shall be deemed not to apply, and the Service Provider’s liability with respect to such claim or event shall be unlimited in the manner otherwise contemplated in this Clause 58.6. For example, in the event the Service Provider breaches Clause 34 (Data Protection and Data Privacy) as a result of the [redacted] of [redacted], then [redacted] shall be deemed not to apply,

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and the Service Provider’s liability with respect to such claim or event shall be [redacted].
58.7
Open Negotiation
Xxxxxx and the Service Provider have freely and openly negotiated this Agreement, including the pricing, with the knowledge that the liability of the Parties is to be limited in accordance with the provisions of this Agreement.
58.8
No Double Recovery; Duty to Mitigate Damages
In the event of any set of circumstances that results in both Service Credits (or Delivery Credits) and Xxxxxx incurring a Loss, an amount equal to the Service Credits (or Delivery Credits, as applicable) paid by the Service Provider in connection with such circumstances will be deducted from the Losses recoverable by Xxxxxx pursuant to this Agreement. In no event will any of the provisions in this Agreement be interpreted to allow recovery for the same Losses more than once. Each Party has a duty to mitigate the damages and losses that would otherwise be recoverable from the other Party pursuant to this Agreement to the extent required under the law governing this Agreement, as set out in Clause 75.1.
59.
INSURANCE
59.1
In this Clause, unless the context otherwise requires:
(a)
“Insurance” means each of the policies of insurance which the Service Provider is required to maintain pursuant to this Agreement and “Insurances” means all such policies of insurance collectively;
(b)
“Insurance Limits” means the monetary amounts set out in Clause 59.2;
(c)
“Insurer” means the persons providing the Insurance; and
(d)
“Prudent Service Provider” means in respect of the Insurances a prudent supplier, in a similar industry and of similar size and financial strength as the Service Provider, providing services of a type and size similar to those undertaken by the Service Provider under this Agreement.
59.2
The Service Provider shall, during the Term and at its expense, have and maintain in force the following insurance coverages (including tail coverage of at least 1 year for any claims-made policies, if such claims-made policies are not maintained for 1 year after the conclusion of this Agreement):
(a)
Employer’s Liability Insurance, including coverage for occupational injury, illness and disease, and other similar social insurance with the minimum limits in amount equal to the greater of (i) the minimum limits required by Applicable Law and (ii) [redacted];
(b)
Worker’s Compensation Insurance, including coverage for occupational injury, illness, and disease, and other similar social insurance with minimum limits in

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accordance with the laws of the country, state, or territory exercising jurisdiction over the employee;
(c)
Commercial General Liability Insurance, including Products, Completed Operations, on an occurrence basis, of [redacted] per occurrence and an aggregate limit of [redacted]. This coverage shall name Xxxxxx and each other Xxxxxx Company as additional insureds, to the extent allowable by law, as set out in Clause 59.11;
(d)
Auto Liability Insurance as required by local law and, in any event and in addition, automobile bodily injury and property damage liability insurance covering owned, non-owned and hired automobiles, the limits of which shall not be less than [redacted] combined single limit per occurrence;
(e)
Commercial Crime Insurance, in an amount not less than [redacted] per occurrence and in the aggregate covering the theft of money, securities and other tangible property belonging to Xxxxxx by a Service Provider employee, while performing the Services for Xxxxxx, and with Xxxxxx added as Loss Payee under said Policy;
(f)
Professional Liability Insurance (specifically, Cyber Insurance that includes both Network Security and Privacy Liability) covering the Service Provider’s liability for claims due to an act, error, omission or negligence in the performance of the Service under this Agreement, with a limit of [redacted] per claim with an aggregate limit of [redacted];
(g)
in the event Services include handling funds from Customer employees and/or members, the Service Provider shall provide proof of Fidelity Bonds and Crime Insurance with a [redacted] limit covering losses resulting from employee dishonesty, fraudulence, and/or theft;
(h)
cybersecurity insurance in amounts equal to the greater of (i) with industry standard limits and (ii) a minimum [redacted] limit of liability; and
(i)
Umbrella Liability Insurance with a minimum limit of [redacted] per occurrence and in the aggregate, in excess of the insurance coverage described in Clause 59.2(b) and Clause 59.2(d) provided that Xxxxxx shall not require the Service Provider to evidence such insurance in jurisdictions that do not permit non-admitted insurance.
59.3
The Insurances shall cover the liability of the Service Provider.
59.4
The Insurance Limits must be maintained as per the limits above.
59.5
These stated Insurance coverages:
(a)
shall be maintained with excesses or deductibles no greater than those that would be assumed by a Prudent Service Provider; and
(b)
shall not be subject to any exclusions other than those that are typical in all the circumstances and would be accepted by a Prudent Service Provider.

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59.6
The Insurances shall be maintained with insurers or reinsurers that have a Rating in Best’s Rating Guide of A (A) or higher (or equivalent rating agency).
59.7
If the General Liability Insurer disputes any bodily injury, death or property insurance claim by the Service Provider arising out of this Agreement and to which Xxxxxx is also named in such action, the Service Provider shall so notify Xxxxxx in writing.
59.8
The Service Provider shall give Xxxxxx at least thirty (30) days’ prior written notice if any Insurance will be cancelled.
59.9
Xxxxxx may elect (but shall not be obliged), after giving thirty (30) days’ written notice and an opportunity to cure to the Service Provider, to purchase any Insurance which the Service Provider is required to maintain pursuant to this Agreement but has failed to maintain in full force and effect, and Xxxxxx shall be entitled to recover the reasonable premium and other reasonable costs incurred in connection therewith as a debt due from the Service Provider.
59.10
The Service Provider shall provide before the Effective Date, and within ten (10) Business Days after the renewal of every stated Insurance, a certificate of insurance from the insurance brokers who arranged the Insurances addressed to Xxxxxx evidencing that such Insurance is in effect as of the Effective Date as at each renewal date.
59.11
Provision Specific to Commercial General Liability Insurance
(a)
The Service Provider shall ensure that Xxxxxx and each member of the Xxxxxx Group shall be added and maintained as an additional insured for claims against Xxxxxx and members of the Xxxxxx Group from any person (other than Xxxxxx’x own employees) resulting from the negligence of the Service Provider and any Service Provider Personnel in the course of this Agreement and for which the Service Provider is itself insured under that Insurance subject to the terms and conditions of the policy.
(b)
The Commercial General Liability Insurance shall provide that each insured party shall be insured for its own insurable interest, and separately from any other insured party.
(c)
The Service Provider shall endeavor to give at least thirty (30) days’ prior written notice to Xxxxxx if any Insurer proposes to cancel that Insurance.
59.12
It is acknowledged by the parties that should any local custom or Applicable Law in any jurisdiction require or have the effect of requiring any amendment to the provisions of, or the obligations imposed by this Clause 59 in respect of that jurisdiction, the necessary amendments to this Clause 59 shall be agreed between the parties (such amendments applying in relation to that jurisdiction only) and recorded in this Agreement with respect to that jurisdiction.
59.13
Waiver of Subrogation.

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The Service Provider waives all rights of recovery against Xxxxxx and the Xxxxxx Companies and its and their officers, directors, employees, agents, and other representatives for any loss, damage, or injury of any nature whatsoever to the Service Provider unless the loss, damage or injury was caused by the negligence or willful misconduct of Xxxxxx and the Xxxxxx Companies and its and their officers, directors, employees, agents and other representatives. The Service Provider will obtain from the Service Provider’s insurance carriers waivers of the subrogation rights under the respective policies for commercial general liability and auto liability.
60.
EXCUSING CAUSES
60.1
This Clause 60 (Excusing Causes) and Clause 61 (Force Majeure) set out:
(a)
the only bases on which the Service Provider shall be excused from liability for a failure to perform (or delay in performing) its obligations under this Agreement, and the conditions to which that excuse is subject; and
(b)
the Service Provider’s only remedies in respect of Xxxxxx’x failure to perform the Xxxxxx Responsibilities (but without prejudice to the Service Provider’s right to terminate this Agreement under Clause 51 (Termination of the Entire Agreement for Cause)).
Any reference to Service Provider in this Clause 60 shall be read as including a reference to any member of the Service Provider Group.
60.2
Subject to Clause 60.5, the Service Provider shall not be liable for any failure to perform (or any delay in performing) any of its obligations under this Agreement (including the Service Levels) if and to the extent that the Service Provider can reasonably demonstrate that the failure or delay results from:
(a)
a failure or delay by Xxxxxx, Xxxxxx Companies, or Other Service Providers (other than those Other Service Providers whose contract with Xxxxxx or whose related activities are not being administered or managed by the Service Provider or any of its Affiliates, to the extent the failure or delay by the applicable Other Service Provider results from the Service Provider’s improper administration, improper management, or other breach of this Agreement by the Service Provider) in performing any Xxxxxx Responsibility; or
(b)
the Service Provider acting in accordance with an express instruction by Xxxxxx, provided that:
(i)
the instruction was issued by an employee or other representative of Xxxxxx with at least apparent authority; and
(ii)
the instruction was not manifestly issued in error
(each, an “Excusing Cause”).

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60.3
The provision by Service Provider or any other member of the Service Provider Group of other services to Xxxxxx other than the Services, where the provision of such other services adversely affects the Services, shall not amount to an Excusing Cause, provided that it is neither (a) a breach of the applicable agreement between Xxxxxx or any member of the Xxxxxx Group, on one hand, and the Service Provider or any member of the Service Provider Group, on the other hand, for which Xxxxxx or any member of the Xxxxxx Group is liable nor (b) an event for which Xxxxxx or the applicable member of the Xxxxxx Group is responsible in a manner which, under the terms of the applicable agreement, results in the Service Provider or the applicable member of the Service Provider Group being relieved of its obligation to perform its obligations under such agreement.
60.4
The Service Provider shall:
(a)
notify Xxxxxx in writing, and in a form that complies with the requirements of Clause 60.4(b) (an “Excusing Cause Notice”), as soon as practicable after becoming aware of an Excusing Cause which has led, is leading or is likely to lead to a failure or delay in the Service Provider performing its obligations under this Agreement;
(b)
provide Xxxxxx with full details of, in each case as soon as is practicable under the circumstances:
(i)
the precise nature of the Excusing Cause and the actual or potential delay or failure;
(ii)
the specific obligations that are impacted by the Excusing Cause and how the Excusing Cause prevents or delays the performance of those obligations;
(iii)
if the Service Provider seeks relief from Service Levels, the specific Service Levels in respect of which the Service Provider seeks relief and the reasons why the Excusing Cause impacts the Service Provider’s ability to meet those Service Levels;
(iv)
the specific actions the Service Provider requires Xxxxxx to take in order for the Service Provider to resume performance of the Services in accordance with this Agreement; and
(v)
the specific actions the Service Provider will to take in order for the Service Provider to mitigate the effect of the Excusing Cause and resume performance of the Services in accordance with this Agreement;
(c)
use all reasonable endeavors to continue to perform the affected obligations in accordance with this Agreement notwithstanding the occurrence of any Excusing Cause; and
(d)
comply with its obligations under this Agreement that relate to the management and resolution of the effects of the Excusing Cause (including, without limitation, its obligations under Clauses 24 (Security) to Clause 27 (Virus and Harmful Code Protection)).

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60.5
If the Service Provider
(a)
fails to comply with Clause 60.4; or
(b)
submits an Excusing Cause Notice that does not comply with any of the requirements of Clause 60.4(b),
the Service Provider shall not be excused from liability under Clause 60.2 to the extent that compliance with Clause 60.4 would have mitigated, or would have enabled Xxxxxx to mitigate, the effects of the Excusing Cause.
60.6
Where an Excusing Cause contributed to a failure by the Service Provider to meet a Milestone, the Milestone Date for that Milestone (and Xxxxxx’x obligation to make payment in respect of any Payment Milestone corresponding to that Milestone) shall be automatically extended (without the need for Agreement Change) by a period of time equal to the delay caused by the Excusing Cause (which the Parties acknowledge may not necessarily be exactly the same as the period for which the Excusing Cause itself persisted).
60.7
If an Agreement Change has been made in respect of an Excusing Cause in accordance with Schedule 9 (Change), which may include an adjustment to the Charges, the Service Provider is not entitled to any other relief in respect of that Excusing Cause except as set out in the relevant agreed Change Notice.
60.8
Where the Parties cannot agree an Agreement Change to give effect to the adjustment to the Charges, either Party shall be entitled to initiate the Fast-Track Dispute Resolution Procedure, subject to Clause 60.12 and Clause 60.13.
60.9
Where there is a dispute under Clause 60.11, the Independent Expert shall be called upon to determine, and shall provide a formal report (the “Expert Report”) specifying:
(a)
whether there is an entitlement to a change to the Charges due to an Excusing Cause; and/or
(b)
how the Charges should be adjusted based on the Excusing Cause.
60.10
The Independent Expert shall determine the matters set out in Clause 60.9 by confirming all the relevant circumstances, including having regard to the following factors:
(a)
whether there has in fact been an Excusing Cause within the meaning of Clause 60; and
(b)
if there has been an Excusing Cause, the consequence of all the Excusing Causes in the relevant month is that the Service Provider had to expend more than 160 hours of Service Provider Personnel time in additional effort to perform the Services.
60.11
If the Independent Expert determines these criteria are met, then the Service Provider shall be entitled to adjust the Charges. If an Excusing Cause results directly in any delay in the Service Provider achieving a Milestone, and that delay results directly in the Service Provider incurring additional costs which it is unable to mitigate despite having used

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reasonable efforts to do so, the Service Provider shall be entitled to recover those costs from Molina. Where the Service Provider has incurred costs beyond the Delivery Credit amounts provided for above, nothing in this Clause 60.11 shall be taken as preventing the Service Provider in recovering any such amounts by way of damages in accordance with Clause 60.14.
60.12
A claim by a Party (“Claiming Party”) under this Agreement for damages shall not be defeated because of the fault of the Claiming Party suffering the damage, but the damages recoverable by the Claiming Party in respect of that claim shall be reduced to the extent that the Claiming Party is responsible for the situation giving rise to the claim.
60.13
The acts, delays, failures or omissions of Molina referred to in this Clause 60 shall be deemed to include the acts, delays, failures or omissions of members of the Molina Group.
60.14
Any sums recoverable as an Excusing Cause under the provisions of this Clause 60 (Excusing Causes) shall be counted towards the liability cap under Clause 58.4(c) (Xxxxxx’x Liability Cap) and shall be subject to the provisions of Clause 58 (Indemnification, Liability), save that the provisions of Clause 58.5(a) relating to loss of profits and loss of revenue shall not apply to the extent that the sums recoverable by the Service Provider are for additional Service Provider Personnel, which shall be charged for in accordance with Appendix 3A (Resource Rates) to Schedule 3 (Pricing and Invoicing).
61.
FORCE MAJEURE
61.1
Neither Party shall be liable to the other for any breach or delay in performance of its obligations under this Agreement (including the Service Provider’s obligation to perform the Services in accordance with the Service Levels) if and to the extent that the breach or delay is caused by a Force Majeure Event.
61.2
The failure of any Subcontractor to perform any obligation owed to Molina shall constitute a Force Majeure Event with respect to the Service Provider’s performance of the Services only if and to the extent that the failure by the Subcontractor is itself caused by a Force Majeure Event.
61.3
When a Force Majeure Event has occurred, the non-performing Party shall be excused from further performance of the obligations affected for as long as the circumstances prevail and the non-performing Party continues to use its reasonable endeavors to recommence performance whenever and to whatever extent reasonably possible. Any Party so delayed in its performance shall promptly notify the other Party, and describe at a reasonable level of detail the circumstances causing such delay.
61.4
If a Force Majeure Event causes the Service Provider to allocate limited resources between or among the Service Provider’s customers, the Service Provider shall not unreasonably place Molina in lower priority to any other similarly affected customers of the Service Provider. Except as may be required by Applicable Law, in no event shall the Service Provider redeploy or reassign any Key Personnel to another account solely as a result of the occurrence of a Force Majeure Event.

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61.5
If the Service Provider is excused from the performance of the Services pursuant to this Clause 61 (Force Majeure) and, as a result, the performance of the Services is substantially prevented, hindered, degraded or delayed for more than thirty (30) consecutive days then, without limiting any other rights it may have, at any time prior to the Service Provider’s recommencement of such Services, Molina may terminate this Agreement pursuant to Clause 54.1.
61.6
Notwithstanding any other provision of this Agreement, where the provision of the Services or part thereof is prevented or affected by a Force Majeure Event, then Xxxxxx’x obligation to pay the Charges shall, to the extent to which those Charges relate to that part of the Services which is so prevented or materially affected, be reduced by such an amount as represents the smallest divisible and separately identifiable portion of the Charges as set out in Schedule 3 (Pricing and Invoicing) that relates to and fully covers the suspended Services, until the Service Provider resumes full performance of that part of the Services in accordance with the terms of this Agreement.


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PART O    ASSIGNMENT AND SUBCONTRACTING
62.
ASSIGNMENT; CERTAIN SERVICE PROVIDER FINANCING ARRANGEMENTS
62.1
This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
62.2
Neither Party may assign any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, on written notice to the Service Provider, Molina may assign this Agreement to:
(a)
any Molina Company
(b)
the successor in a merger of Molina or any Molina Company in which Molina or that Molina Company is not the surviving entity;
(c)
any person that acquires Control of Molina or of any Molina Company; or
(d)
any person that acquires all or substantially all of Xxxxxx’x or any Molina Company’s assets.
63.
SUBCONTRACTING
63.1
The Service Provider shall be entitled to subcontract its obligations under this Agreement to an Approved Subcontractor without notice to Molina, but only for the specific Services and Approved Service Delivery Locations specifically listed against each of the Approved Subcontractors in Schedule 11(Approved Subcontractors).
63.2
Where an Approved Subcontractor is an Affiliate of the Service Provider and after entering into a Subcontract ceases to be an Affiliate of the Service Provider, the relevant Approved Subcontractor’s status as an Approved Subcontractor shall be automatically revoked unless the Service Provider seeks and obtains Xxxxxx’x further approval to the continuation of such Subcontract in accordance with Clause 63.3.
63.3
The Service Provider shall require the prior written approval of Molina (which will not be unreasonably withheld or delayed) to subcontract any of its obligations under this Agreement other than to Approved Subcontractors.
63.4
In relation to all proposed Subcontracts, the Service Provider shall promptly:
(a)
provide Molina with an explanation as to why the Services are required to be subcontracted and provide Molina with the reasons why a particular Subcontractor is proposed;
(b)
give Molina written details of each material amendment to any Subcontract; and
(c)
inform Molina in writing of the termination of any Subcontract.

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63.5
In relation to each Subcontract to which the Service Provider is a party it shall ensure that:
(a)
the Subcontract does not include a provision which would entitle any other party to the Subcontract to terminate it, or cause its automatic termination, on or as a result of the expiry or termination (in whole or in part) of this Agreement;
(b)
the Service Provider is entitled to transfer its rights and obligations under the Subcontract to Molina or a Successor Supplier on expiry or termination (in whole or in part) of this Agreement, that no conditions are attached to such entitlement and that, following any such assignment, Molina or the Successor Supplier is entitled to make full use of the subject matter of the Subcontract for the benefit of Molina; and
(c)
except to the extent that Molina expressly agrees otherwise in writing, the Subcontract shall contain obligations of the Subcontractor which are no less onerous than those in Clauses 24 (Security), 25 (Business Continuity Management and Disaster Recovery), 26 (Major Incidents), 27 (Virus and Harmful Code Protection), 29 (Intellectual Property Rights), 30 (Confidentiality), 37 (Policies), 38 (Audit and Information Access), 39 (HR Obligations), 48 (Step-In), 50 (Service Relocation), 62 (Assignment), 63 (Subcontracting) and 64 (Disposal of a Molina Company).
63.6
The Service Provider shall at all times have in place and make full use of an effective selection and monitoring process designed to validate that the Subcontractors have sufficient quality management and control standards and procedures in place to provide reasonable assurance that they will perform and observe their obligations under the Subcontracts.
63.7
Notwithstanding the grant of any Subcontract, the Service Provider is responsible to Molina for the performance and observance of all its obligations under this Agreement and, subject to the limitation of liabilities in Clause 58 (Indemnification, Liability), for the consequences of any negligent acts or omissions of the Subcontractor arising in connection with this Agreement.
63.8
All of the obligations, prohibitions and requirements in this Agreement that are applicable to the Service Provider shall in so far as applicable to the sub-contracted Services be equally applicable to Subcontractors. The express reference to a Subcontractor in any provision of this Agreement is for emphasis only and shall not mean that the absence of an express reference to a Subcontractor in another provision means that that provision does not apply to a Subcontractor.
64.
DISPOSAL OF A MOLINA COMPANY
64.1
If Molina or any Molina Company transfers a Molina Company or any part of its business or operations that receive the Services to another entity that is not part of the Molina Group, then Molina may remove the transferred business or operations of Molina or the Molina Company from the scope of this Agreement.

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64.2
The Charges in respect of the Run Services shall be adjusted in accordance with Schedule 3 (Pricing and Invoicing) to reflect removal of a Molina Company or part of the business of Molina or a Molina Company from this Agreement.
64.3
The Service Provider shall, at Xxxxxx’x cost, comply with the provisions of Schedule 8 (Termination Assistance and Exit) in relation to the removed Molina Company or business or operations.
64.4
The Service Provider shall, if requested by Molina, provide the Services to the entity that acquired the Molina Company or business or operations removed from the scope of the Agreement pursuant to this Agreement for a reasonable period designated by Molina which may be up to and including the end of the Term.
65.
THIRD PARTY ADMINISTRATION
65.1
Molina may appoint a Third Party (other than a direct competitor of the Service Provider) to administer or manage this Agreement, or to perform Xxxxxx’x obligations under this Agreement, on behalf of Molina (a “Third Party Manager”), and the Service Provider shall provide all cooperation and assistance reasonably required by Molina to allow that Third Party Manager to administer or manage this Agreement, or perform Xxxxxx’x obligations under this Agreement, as appropriate, provided that this does not materially increase the Service Provider’s costs of providing the Services and provided that Molina provides reasonable (and, in any event, not less than thirty (30) Business Days) prior written notice to the Service Provider of the appointment of the Third Party Manager, including reasonable details of the scope of the Third Party Manager’s authority as Xxxxxx’x manager.
65.2
Molina shall at all times remain responsible for the performance of its obligations and liabilities under this Agreement and for the acts or omissions of any Third Party Manager, and shall not in any event take the position that an act or omission of such Third Party was outside the scope of its authority.
65.3
The Service Provider shall, at Xxxxxx’x request, enter into an Agreed Form NDA with each Third Party Manager.
65.4
Molina shall, at the Service Provider’s request, ensure that each Third Party Manager enters into an Agreed Form NDA with the Service Provider.
65.5
Molina shall disclose to each Third Party Manager only such of the Service Provider’s Confidential Information as is reasonably necessary for that Third Party Manager to perform its functions in administering or managing this Agreement.


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PART P    MISCELLANEOUS PROVISIONS
66.
FURTHER ASSURANCE
66.1
The Service Provider and Molina shall each, to the extent that it is reasonably able to do so and at the other Party’s cost, execute all documents and do all acts and things reasonably required by the other Party to give effect to the terms of this Agreement and the Service Provider shall procure that the Subcontractors do so.
66.2
Throughout the Term, the Service Provider shall ensure that each Key Person and other of its, and its Subcontractors’, employees as may be required by Molina execute such agreements, acknowledgements or undertakings as is required by Applicable Law.
67.
THIRD PARTY BENEFICIARIES
This Agreement is for the sole benefit of the Parties and their permitted assigns and each Party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties and their permitted assigns.
68.
NOTICES
68.1
A notice under or in connection with this Agreement shall be in writing, in English and delivered personally or sent by registered first class post (and registered air mail if overseas) or sent by facsimile to the Party due to receive the notice to the address specified in Clause 68.2 and marked for the attention of the representative of the receiving Party specified in Clause 68.4.
68.2
The address referred to in Clause 68.1 is:
(a)
in the case of notices to Molina to:
Xxxxxx Healthcare, Inc.
Chief Legal Officer
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
With a copy to:
Xxxxxx Healthcare, Inc.
Chief Information Officer
000 X. Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
(b)
in the case of notices to the Service Provider to:
General Counsel
Infosys Ltd
0000 X Xxxxxxxxx Xx
Xxxxxxxxxx, XX 00000

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With a copy to:
Xxxxxxx [redacted]
AVP & Group Manager, Client Services
0000 X Xxxxxxxxx Xx
Xxxxxxxxxx, XX 00000
68.3
Unless there is evidence that it was received earlier, a notice under this Agreement is deemed given:
(a)
if delivered personally, when left at the address referred to in Clause 68.2;
(b)
if sent by mail other than air mail, two Business Days after it is posted;
(c)
if sent by air mail, five Business Days after it is posted; and
(d)
if sent by facsimile, at the time of sending provided that the sender’s facsimile machine provides confirmation of error-free transmission to the correct number.
68.4
The representative for each Party is as follows:
(a)
for (1) a notice to terminate this Agreement or a Project Work Order, in each case whether in whole or in part; (2) a notice that the sending Party is seeking or intends to seek a remedy or order from a court or other tribunal; (3) a notice that the sending Party is making or intends to make a claim under any indemnity; (4) a Step-In Notice or a notice by Molina exercising its rights under Clause 49 (Enhanced Co–Operation); or (5) a notice alleging a breach of this Agreement or a Project Work Order by the receiving Party or a member of its Group:
(i)
Chief Legal Officer (with a copy to the Chief Information Officer) (if the receiving Party is Molina); and
(ii)
General Counsel (with a copy to AVP & Group Manager, Client Services) (if the receiving Party is the Service Provider);
(b)
for a notice that Schedule 7 (Governance) provides should be sent to a particular representative of the receiving Party, that representative; and
(c)
for all other notices:
(i)
Chief Information Officer (with a copy to the Chief Legal Officer) (if the receiving Party is Molina); and
(ii)
Xxxxxxx [redacted] (with a copy to General Counsel) (if the receiving Party is the Service Provider).
68.5
Either Party may change its representative for the purposes of Clauses 68.4(a), 68.4(b) or 68.4(c) by notifying that representative’s counterpart under Clause 68.4. Either Party may change its address for the purposes of Clause 68.2 in accordance with Clause 68.4(c).


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69.
ENTIRE AGREEMENT
69.1
This Agreement, and any other documents incorporated into this Agreement, constitutes the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations, representations (whether negligently or innocently made), agreements and other written or oral communications between the Parties with respect to the subject matter of this Agreement.
70.
WAIVER
70.1
A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
70.2
No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
70.3
No waiver of any breach of this Agreement, and no course of dealing between the Parties, will be construed as a waiver of any subsequent breach of this Agreement.
70.4
Except where otherwise explicitly agreed, all remedies in this Agreement are cumulative and not exclusive of any other remedy or right in this Agreement or at Law or in equity.
70.5
Where there is a failure or delay by the Service Provider to meet any Milestone or any other obligation where a time period is stipulated and Molina does not exercise its rights in a timely manner then any delay in enforcing its rights shall not constitute a waiver of rights by Molina. If the Service Provider has not met a Milestone or time related obligation and Molina has not exercised its rights in a timely manner, then Molina does not need to issue any notice other than any notice stipulated in this Agreement prior to enforcing its available remedies.
70.6
Without prejudice to the generality of Clauses 70.1 to 70.5, the Service Provider accepts and agrees that:
(a)
because the continued and uninterrupted provision of the Services is of importance to Xxxxxx, Xxxxxx may elect not to exercise its rights or remedies provided by this Agreement or by law immediately upon those rights or remedies becoming exercisable, and may continue to pay the Charges and/or attempt to negotiate an agreement, arrangement, settlement or compromise with the Service Provider in circumstances where those rights or remedies are exercisable;
(b)
the Service Provider shall not be entitled to claim that, by reason of such delay in exercising its rights or remedies, continued payment or attempted negotiation, Molina is prevented from exercising any of its rights or remedies provided by this Agreement or by law (whether based on waiver, estoppel, laches or any other legal principle or theory) provided that the foregoing shall not be construed as a waiver; and

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(c)
in circumstances where the Service Provider fails to perform any obligation under this Agreement, the acceptance by Molina of different, partial or late performance of that obligation, or the agreement by Molina to any plan for the remedy of that failure, shall not prejudice any of Xxxxxx’x rights or remedies provided by this Agreement or by law in respect of that failure (whether based on waiver, estoppel, laches or any other legal principle or theory) or an express or implied election by Molina to affirm this Agreement.
71.
NO PARTNERSHIP
No provision of this Agreement creates a partnership between the Parties or makes a Party the agent of another Party for any purpose. Neither the Service Provider nor Molina has any authority to bind, to contract in the name of or to create a liability for such other Party in any way or for any purpose. No Service Provider personnel shall obtain the status of or otherwise be considered a Molina employee by virtue of their activities under this Agreement. The rights and obligations of Molina under this Agreement may be exercised or performed by one or more Molina Company.
72.
SEVERABILITY
72.1
The provisions contained in each Clause of and Schedule to this Agreement are enforceable independently of each other and the validity of this Agreement will not be affected if any Clause of or Schedule to this Agreement (or part thereof) is invalid or otherwise unenforceable.
72.2
If a Clause of or Schedule to this Agreement (or any part thereof) is void, but would be enforceable if any part of the provision was deleted, the provision in question will apply with such deletion, but only to the extent that the meaning of the provision is not altered by that deletion.
73.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
74.
DISPUTE RESOLUTION AND DISPUTE MANAGEMENT
74.1
Subject to Clause 74.2, Schedule 7 (Governance) shall apply to any dispute, controversy, claim or proceeding arising out of or in connection with this Agreement (a “Dispute”) and the Parties shall have the rights and obligations relating to dispute resolution and management as set out in Schedule 7 (Governance).
74.2
There are separate and specific dispute resolution provisions in Schedule 9 (Change) that deal with failures to agree certain aspects of Agreement Change.
74.3
Any provision of this Agreement which requires one Party to provide information to the other Party shall apply to any given information, notwithstanding that that information may

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be pertinent to an actual or potential Dispute or prejudicial to either Party’s position in any actual or potential Dispute or otherwise. Neither Party shall be entitled to withhold or delay the provision of such information on the grounds that it is pertinent to an actual or potential Dispute or prejudicial to either Party’s position in any actual or potential Dispute or otherwise. This Clause 74.3 shall not be construed as a Party’s waiving its protections under attorney-client privilege or the attorney work product doctrine under Applicable Law.
74.4
If either Party brings any claim against the other in which fraud is not pleaded, and the pleading Party subsequently discovers evidence that suggests fraud on the part of the other Party (or in the case of the Service Provider, its Subcontractors), the pleading Party shall be entitled to amend its pleadings accordingly and the other Party may not argue that the pleading Party is not so entitled.
75.
GOVERNING LAW AND JURISDICTION
75.1
This Agreement is governed by, construed in accordance with, and enforced under the substantive Law of the State of New York, without giving any effect to any contrary choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any claim or action brought by a Party in connection with this Agreement, or any part hereof, will be brought in the appropriate federal or state court located in the State of New York, New York County, and the Parties irrevocably consent to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods and New York conflict of Law rules do not apply to this Agreement or its subject matter. In any action relating to this Agreement, each of the Parties irrevocably waives the right to trial by jury.
75.2
Either Party may refer any Judgment Payment Dispute relating to this Agreement for binding arbitration conducted by a single arbitrator in accordance with the AAA Commercial Arbitration Rules, then in effect, in Long Beach, California. The parties shall conduct a mandatory settlement conference at the initiation of arbitration, to be administered by AAA. The arbitrator shall have no authority to award damages or provide a remedy that would not be available to such prevailing party in a court of law or award punitive damages. The arbitrator shall have no authority to review the basis for or the substantive merits of the Judgment Payment Dispute, and the arbitrator’s purview shall instead be limited to the enforcement of the Judgement Payment Dispute. Each Party shall bear its own costs and expenses in connection with such arbitration, including attorneys’ fees, and the Parties shall equally bear the arbitrator’s fees and expenses. The Parties agree to accept any decision by the arbitrator as a final determination of the matter in dispute, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

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EXECUTED BY THE PARTIES:
EXECUTED by    )
XXXXXX HEALTHCARE, INC.    )
)
through its duly authorized person,    )
)
)
Signature: ____________________________    )
Name: _______________________________    )
Title: ________________________________    )
    
EXECUTED by    )
INFOSYS LIMITED    )
)
through its duly authorized person,    )
)
)
Signature: ____________________________    )
Name: _______________________________    )
Title: ________________________________    )


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SCHEDULE 1

DEFINITIONS AND INTERPRETATION
 
 
 




1.
DEFINITIONS AND INTERPRETATION
1.1
In the Agreement capitalized terms shall have the meaning given to them in this Schedule 1 (Definitions and Interpretation) and as otherwise determined in the Agreement.
2.
IN THE AGREEMENT (UNLESS THE CONTEXT REQUIRES OTHERWISE):
2.1
the words "including", "include", "for example", "in particular" and words of similar effect shall not be deemed to limit the general effect of the words which precede them and "including", "include" and "for example" shall be continued to have the words "but not limited to" following them;
2.2
reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;
2.3
reference to a party shall be construed to include its successors and permitted assigns or transferees;
2.4
words importing persons shall include natural persons, bodies corporate, un incorporated associations and partnerships (whether or not any of them have separate legal personality);
2.5
words importing the singular shall include the plural and vice versa;
2.6
words importing any one gender shall include other genders;
2.7
the headings, index and front sheet are all for reference only and shall be ignored when construing the Agreement;
2.8
references to a clause, schedule, paragraph or appendix are references to the clause, schedule, paragraph or appendix of, or to, the Agreement;
2.9
reference to any legislative provision shall be deemed to include any statutory instrument, by law, regulation, rule, subordinate or delegated legislation or order and rules and regulations which are made under it and any subsequent re-enactment or amendment of the same;
2.10
if this Agreement is translated and there is any conflict, ambiguity or inconsistency between the English language version and the translated version, then the English version shall prevail;
2.11
if there is any conflict, ambiguity or inconsistency between the parts of the Agreement, then the following order of precedence shall apply and the document higher in the order of precedence will prevail and represent the binding obligation of the Parties:
(a)
the clauses;
(b)
the schedules;
(c)
the appendices; and

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(d)
the annexes.
2.12
If there is a conflict or inconsistency between any provision of this Agreement and any provision of a Project Work Order, the provision of this Agreement shall prevail. A variation of the terms of this Agreement as they apply to any Project Work Order, properly made in accordance with Clause 13.3(f), is not a conflict or inconsistency for the purposes of this paragraph 2.12.
2.13
If there is a conflict or inconsistency between any provision of Schedule 21 (Service Provider Technical Solution) and any other provision or any document incorporated into or attached to this Agreement (including any provision of any other Schedule), that other provision will prevail and represent the binding obligation on the Parties.
2.14
No provision of Schedule 21 (Service Provider Technical Solution) shall in any way affect the interpretation of any other provision of this Agreement, and no obligation of the Service Provider under any other provision of this Agreement shall be interpreted having regard to any provision of Schedule 21 (Service Provider Technical Solution).
2.15
"person" includes any individual, corporation, partnership, firm, joint venture (whether incorporated or not), trust, government or governmental body, authority, agency or unincorporated organization or association of persons;
2.16
an obligation to "procure" a result shall mean that the result a Party is required to procure shall be achieved;
2.17
"day", "month" and "year" means a calendar day, a calendar month and a calendar year, respectively
2.18
a restriction or obligation on the Service Provider is to be construed so as to require the Service Provider to abide by the restriction or comply with the obligation and procure that all Service Provider Personnel and Subcontractors do likewise;
2.19
the Service Provider "remedying" a breach or default, or a breach or default being "remedied" means that the Service Provider must:
(a)
correct all technical, procedural and management errors and failings (other than those errors or failings of Molina or its Third Party contractors, but excluding any member of the Service Provider Group or any Subcontractor or any of their respective Third Party contractors) that caused or contributed to the breach or default, so that any similar breach or default will not occur in the future; and
(b)
restore the affected services or activities (other than those for which the Service Provider has no responsibility under this Agreement) so that they are provided or performed in all respects in accordance with this Agreement;
2.20
the Service Provider having to keep, maintain, store or hold information, Data, records or Materials under this Agreement without a reference to the length of time for which it must be kept, maintained, stored or held is an obligation to keep, maintain, store or hold that information, Data, records or Materials for seven (7) years from the later of the date of its creation or the date it is processed, stored or transmitted under this Agreement;

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2.21
a material breach of this agreement includes an anticipatory breach (as that term is defined at common law) which would, if the breach that is anticipated occurred, be a material breach; and
2.22
"24x7x365" means 24 hours a day, 365 days a year (or 366 days in a leap year), that is to say, at all times.
2.23
Whether one Project Work Order is "Linked" to another Project Work Order shall be determined in accordance with Clause 13.5.
2.24
A reference in this Agreement to this Agreement includes each Project Work Order unless the context requires otherwise, but this does not apply to references to the termination of this Agreement or any right of either Party to terminate this Agreement.
2.25
An obligation to take "Appropriate Actions" to achieve any result is an obligation to take such actions as a party acting in a determined, prudent and reasonable manner would take to achieve that result if it were in that party's own interests to achieve that result, taking into account all relevant circumstances and the cost of taking a particular action.
2.26
The headings in this Agreement and the names given to defined terms are for convenience only, and do not affect the interpretation of this Agreement.
2.27
All documents, notices, correspondence and information required to be produced under this Agreement shall be in English, unless this Agreement expressly provides otherwise.
2.28
If there is any discrepancy between an English language word or series of words and a word or series of words used in any other language relating to the same subject matter, then, to the extent of such discrepancy only, the meaning of the English language word or series of words shall prevail.
2.29
All words and phrases used in this Agreement (whether capitalized or not) shall bear their ordinary meaning unless they are defined as having a particular meaning or required to be construed in a particular manner.
2.30
Each of the conditions, terms, representations and warranties in this Agreement are to be construed independently of the others.
2.31
The inclusion of provisions in the Agreement stating that a particular obligation must be performed at no cost or no charge to Molina (or similar words) should not be taken to conclusively mean that other obligations without similar wording are necessarily subject to additional charges.
2.32
The actions and omissions of the employees, agents, contractors, officers, or attorneys of the Service Provider or a Subcontractor shall be deemed to be the actions of the Service Provider or the Subcontractor as the case may be (and in the case of the Subcontractor the Service Provider shall be liable to Molina for such actions or omissions), and the Service Provider shall be vicariously liable for all such actions and omissions, irrespective of whether:
(a)
the Service Provider or Subcontractor authorized the actions or omissions; or

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(b)
the actions or omissions were willful, deliberate, illegal or fraudulent in connection with the performance of the Services; or
(c)
the actions or omissions were in contravention of instructions.
2.33
The actions and omissions of the employees, agents, contractors, officers, or attorneys of Molina shall be deemed to be the actions of Molina, and Molina shall be vicariously liable for all such actions and omissions, irrespective of whether:
(a)
Molina authorized the actions or omissions; or
(b)
the actions or omissions were willful, deliberate, illegal or fraudulent in connection with the receipt of the Services; or
(c)
the actions or omissions were in contravention of instructions.
2.34
Where a provision of this Agreement requires Molina or the Service Provider to procure, ensure or cause the performance of an obligation under a Project Work Order by a Xxxxxx Company or a Service Provider Company, or a contractor or agent of Molina, the Service Provider, a Xxxxxx Company or a Service Provider Company:
(a)
the obligation to so procure, ensure or cause the performance of such obligation shall not be discharged by any amendment or variation to the Project Work Order, or any waiver, forbearance, relaxation, indulgence or delay by either party under the Project Work Order;
(b)
the Party obligated to so procure, ensure or cause the performance of such obligation shall remain the primary obligor with respect to procuring, ensuring or causing the performance of such obligation; and
(c)
to the extent that any such obligation is amended or varied from time to time, the obligation of Molina or the Service Provider, as the case may be, to procure, ensure or cause the performance of such obligation by such Xxxxxx Company or Service Provider Company shall extend to such amended or varied obligation.
3.
IN THIS AGREEMENT
"Acceptance" means that Molina confirms in writing via a Milestone Acceptance Certificate, that the Acceptance Criteria has been fully satisfied in respect of the relevant Acceptance Tests and "Accept" and "Accepted" shall be construed accordingly;
"Achieved", in respect of a Milestone, means that all of the Deliverables corresponding to that Milestone have been Passed and "Achievement" shall be construed accordingly;
"AD Service Provider" means each Other Service Provider that carries out development (including Modification) and/or integration of Software for Molina or any other Xxxxxx Company from time to time;
"Affected Services" means the identified Services influenced or touched by an external factor;

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"Affiliate" means, in relation to a Party, each entity that it Controls or is under common Control with that Party;
"Agreed Cost Standards" means the standards specified in Schedule 3 (Pricing and Invoicing), which are to be applied to any proposed Charge Adjustment, Benchmarking Adjustments and/or one-off fees resulting from an Agreement Change during the Term;
"Agreed Form Non-Disclosure Agreement" or "Agreed Form NDA" means an agreement in the form of Schedule 19 (Agreed Form Non-Disclosure Agreement);
"Agreed Interest Rate" is the rate of [redacted];
"Agreement" means these terms and conditions of this Master Services Agreement which include the recitals, the attached schedules, appendices and annexes, together with any Statements of Work or Project Work Orders and any incorporated documents (and, as the context requires, shall include the same as they are incorporated into a Statement of Work or Project Work Order in conjunction with the terms of such Statement of Work or Project Work Order);
"Agreement Change" means an MSA Change or a Project Change including any of the Schedules and the Appendices to the Schedules, or any other document incorporated into this Agreement or any Project Work Order, but does not include any change to any of the Policies (the term "Change" shall have the same meaning);
"Aggregated Amount Invoiced" has the meaning given in Schedule 3 (Pricing and Invoicing);
"Agile Delivery Model" refers to the Agile software development methodology;
"Allocation" means the amount or portion of a resource assigned to a recipient;
"Allocation of Pool Percentage" means the portion of the Pool Percentage Available for Allocation allocated to a given Service Level in Appendix 3-A (Service Level Matrix);
"AM Service Provider" means each Other Service Provider that carries out the maintenance, management and/or operation of Software for Molina or any other Xxxxxx Company from time to time;
"Analysis" means the detailed examination of the elements or structure of something complex to understand its nature or to determine its essential features;
"Annual Invoice" means the annual Charges accrued in each Contract Year;
"Applicable Law" means:
(a)
laws, rules, regulations, regulatory guidance and regulatory requirements; and
(b)
any form of secondary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction having the force of law;
in each case, that are relevant to the provision, receipt or use of the Services;

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"Application" means any Software whether owned by or licensed to Molina, including associated configuration and parameterization and all associated data created or processed by such Software;
"Approved Service Delivery Locations" means the locations (including the locations of a Subcontractor) approved by Molina for delivery of the Services and listed in Schedule 10 (Approved Service Delivery Locations) from time to time;
"Approved Subcontractors" means those Subcontractors listed in Schedule 11 (Approved Subcontractors);
"Asserted Tax Liability" has the meaning given in Clause 43.5(b);
"Assets" means Software, Systems, Materials and all other assets that are involved in the delivery of the Services or otherwise used in relation to this Agreement;
"Asset Register" means the register of the Intellectual Property Rights, systems and other assets used by the Service Provider to provide the Services and perform its obligations under the Agreement;
"Asset Transfer Expenses" has the meaning given in Schedule 3 (Pricing and Invoicing);
"Assumption" means a statement of fact on which the provision of the Services, including the Deliverables, under a Project Work Order is dependent, as set out in that Project Work Order;
"At Risk Amount" means the [redacted];
“At Risk Percentage” has the meaning given in Schedule 6 (Service Levels and Service Credits);
"Authorized User" means a user of Services within and outside of Molina, including but not limited to Xxxxxx Healthcare, Third Parties, customers, contractors, Molina divested entities, and joint ventures;
"Authorized Persons" means, in relation to either Party, any director, officer, employee, representative or professional adviser (such as lawyers, accountants and consultants) of a Party (or in the case of Molina, of a Xxxxxx Company, and in the case of Service Provider, a Service Provider Company), to whom disclosure of Confidential Information is necessary to fulfil the Permitted Purpose and in relation to professional advisers only those who have entered into agreements containing confidentiality terms no less stringent than those set out in this Agreement or are subject to professional obligations no less stringent than those in this Agreement;
"Average Amount" has the meaning given within Schedule 6 (Service Levels and Service Credits);
"Baselines" has the meaning given in Schedule 3 (Pricing and Invoicing);

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"Baseline Unit" means the benchmark that is used as a foundation for measuring or comparing current and past values as it relates to the Services;
"Baselining Period" has the meaning given to it in Paragraph 9 of Schedule 6 (Service Levels and Service Credits);
"BAU Personnel" means Service Provider Personnel who are not part of the Service Provider's Incident Response Team and who are involved in the provision of the Services on a day–to–day basis;
"BCP/DR Plan" means the business continuity and disaster recovery plan set out in or required by Schedule 23 ;
"Benchmarking Threshold" an amount, as determined on a Service Bundle by Service Bundle basis, that is [redacted].
"Benchmarking Adjustment" means a reduction in the Charges in accordance with paragraph 9 of Schedule 5 (Benchmarking);
"Benchmarking Process" has the meaning given in paragraph 3.1 of Schedule 5 (Benchmarking);
"Benchmarking Termination Fee" means [redacted] of the fee that would be payable by Molina as a Termination for Convenience fee had Molina terminated pursuant to Clause 55 (Termination for Convenience) of the Agreement;
"Business Continuity Plan" means the BC/DR Plan;
"Business Days" means those days deemed by Molina to be standard working days according to Xxxxxx'x business operations and designated holidays both globally and within a given jurisdiction (e.g., Region, country, city). For the avoidance of doubt, weekends, public holidays, and Service Provider-designated holidays shall not be considered Business Days unless otherwise designated by Molina;
"Change Control Process" means the process for agreeing Agreement Changes, as described in Schedule 9 (Change); (the term "Change Procedure" shall have the same meaning);
"Change Management" means the process for controlling the lifecycle of all changes to Applications, reports, contractual documents, and any other Services, Deliverables, or work products under this Agreement. The primary objective of Change Management is to enable beneficial changes to be made, with minimum disruption to IT services and Applications in accordance with the Molina Change Management policy;
"Change Notice" means the formal record of an Agreement Change constituting the complete statement of the required amendment to this Agreement or a Project Work Order, and Charge Adjustments or one-off fees or any combination of the two relating to this Agreement or Project Work Order, which, in the case of an MSA Change shall be in substantially the same form as the template contained at Xxxxxxxx 0X (Xxxxxx Notice) to

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Schedule 9 (Change), and in the case of a Project Change, shall be a Project Change Request that is executed by both Parties and that attaches a conformed copy of the relevant Project Work Order;
"Change of Control" means a change in Control of the Service Provider, other than a listing on a recognized stock exchange;
"Change Request" or "CR" has the meaning given in paragraph 6.2 of Schedule 9 (Change);
"Change Start Date" means the date on which an Agreement Change takes effect;
"Charge Adjustment" means an increase or decrease to the Charges, an additional Charge, a one-off fee or the removal of an existing Charge, in accordance with the Change Control Process;
"Charge Deductions" means Service Credits, and Delivery Credits;
"Charges" means the charges set out in and/or calculated pursuant to Schedule 3 (Pricing and Invoicing);
"Charges Commencement Date" means, in respect of each Service, the date on which the Service Provider is entitled to commence issuing Official Invoices in respect of such Service, as set out in Appendix 3-A of Schedule 3 (Pricing and Invoicing);
"Claim" means any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration), or any allegation, in each case, made, asserted, commenced or threatened by a third party, including any demand, or any civil, criminal, administrative or investigative claim, action, proceeding, or any allegation made, asserted, commenced or threatened by any Regulatory Authority;
"Claiming Party" has the meaning given in Clause 60.12;
"Co-Location Data Centers" means a data center facility in which a business can rent space for servers and other computing hardware and where the building, cooling, power, bandwidth, and physical security are provided;
"Compute Capacity" means the physical or logical allocation of storage or processing power;
"Confidential Information" means this Agreement and all information of a confidential nature that is marked with a restrictive legend of the disclosing Party (or a member of its Group), or that is clearly identified as confidential at the time of disclosure, or that is manifestly of a confidential nature, disclosed (by whatever means, directly or indirectly) by either Party (or the disclosing Party's subcontractors, agents, consultants or employees) to the other Party (or that receiving Party's subcontractors, agents, consultants or employees) and which relates to the disclosing Party's (or any member of its Group's) business, including any information of a confidential nature relating to the products, operations, processes,

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plans, intentions, product information, market opportunities or business affairs of the Party making the disclosure or its contractors, suppliers, customers, clients or other contacts;
"Configuration Management Database" means a repository that acts as a data warehouse for information technology installations and that holds data relating to the configuration of IT assets;
"Consents" means all approvals, consents, licenses, permissions and authorizations required from any government or similar body or any regulatory authority;
"Consultants" has the meaning given in Clause 49.1;
"Continuous Process Improvement" means the ongoing effort to improve products, services, or processes;
"Contract Year" means the period starting on the Effective Date and ending on the first anniversary of that date, and each successive period of twelve (12) months thereafter;
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Party, whether through the ownership of voting securities, by contract, or otherwise, and "Controls" and "Controlled" shall be construed accordingly;
"Controlled Items" has the meaning given in Clause 8.11(a);
"Controls Audit Report" has the meaning given in Clause 38.13
"Converged IT" means grouped information technology (IT) components in a single, optimized computing package, including servers, data storage devices, networking equipment and software for IT infrastructure management, automation, and orchestration;
"Critical Service Levels" or "CSLs" means the Service Levels identified as such in Schedule 6 (Service Levels and Service Credits) or any Local Agreement or Services Order;
"Core Working Hours" means the hours that the Service Provider is expected to provide support and availability to Molina counterparts
"Customer" means the person or organization that buys or received goods or services from Molina;
"Customer Precise Equipment" means a telephone, terminal, router or associated equipment located at Molina premises connected with carrier's telecommunication circuits;
"Customized Software Deliverable" has the meaning given in Clause 16.2;
"Data" means Molina Data and Service Provider Data;
"Data Definition Language" means a syntax similar to a computer programming language for defining data structures, especially database schemas;

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"Data Enrichment" means the method of preparing data so that it is ready for analysis and exploitation;
"Data Network" means a digital telecommunications network which allows access points (nodes) to share resources and data through data switching, system control, and interconnection transmission;
"Data Protection Laws" has the meaning given in Clause 34.1(a);
"Debugging" means the process of finding and resolving defects or problems within a computer program that prevent correct operation of computer software or a system;
"Dedicated Equipment" means the Assets used by the Service Provider to perform the Terminating Services and for no other purpose;
"Default" means, in relation to this Agreement, any act, statement or omission on the part of the Party in breach of this Agreement or any tortious act or omission in connection with, or in relation to, the subject matter of a transaction under this Agreement in respect of which the Party in breach is liable to the other in contract or the Party that committed the tortious act is liable to the other in tort.
"Delay Payments" means payments due from the Service Provider to Molina pursuant to Schedule 4 (Transition and Transformation) and/or as set out in any Services Order or Local Agreement;
"Deliverable" means each System, document or other item or deliverable that the Service Provider delivers or is required to deliver under this Agreement, a Project Work Order or Transition Project, and includes any such System, document or other item or deliverable that is a Modified form or a derivative work of, or that incorporates, an Input Deliverable;
"Delivery Credit Milestone" means any Transition Milestones which, if the Service Provider fails to achieve it, will result in the payment of Delivery Credits by the Service Provider as set out in Schedule 4 (Transition and Transformation);
"Delivery Credits" means credits against the amounts that must be paid or credited to Molina by the Service Provider if the Service Provider fails to meet a Delivery Credit Milestone in accordance with, as applicable, Schedule 4 (Transition and Transformation) or the applicable Project Work Order;
"Delivery Date" means the date on which a Deliverable is required to be delivered to Molina by the Service Provider, as set out in, as applicable, Schedule 4 (Transition and Transformation) or the applicable Project Work Order;
"Deployment Plan" means the plan that defines the sequence of steps or activities that must be carried out to execute change in the target environment;
"Depot Services" means the services performed on end user devices requiring exchange, repair, shipping, receiving, or storage as detailed within Exhibit 2-C (End User Services);

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"Disaster" means an unplanned event affecting services or Systems which prevents Molina from providing critical business functions, and the resulting interruption is causing or is likely to cause: material financial losses to any Xxxxxx Company; legal or regulatory compliance failure; and/or loss of life or creation of patient safety risks;
“Disaster Recovery” means the documented processes, or set of technical procedures, to Recover the impacted part of the Systems, following a Disaster, and includes the Restoration of:
(a)
Services, so that they are provided in accordance with all Molina requirements specified in this Agreement; and
(b)
Systems so that they are provided in accordance with all applicable specifications;
"Disaster Recovery Plan" means a BCP/DR Plan;
"Disaster Recovery Services Management" means the management of the delivery of Services as they relate to Disaster Recovery;
"Disclosing Party" has the meaning given in Clause 30.1;
"Dispute" has the meaning given in Clause 74.1;
"Dispute Resolution Procedure" has the meaning given in Schedule 7 (Governance);
"Divested Affiliate" means any entity that was a member of Xxxxxx'x Group as at the Commencement Date but which ceases to be a member of Xxxxxx'x Group at any time during the Term;
"Due Date" has the meaning given within Schedule 3 (Pricing and Invoicing);
"Effective Date" means the date that this Agreement was entered into;
"Embedded Service Provider IP" means any Service Provider IP that is incorporated within a Deliverable;
"Emergency Software" or "Patches" means releases that contain files to a small number of urgent problems;
"End User" means, in respect of any Service, the employees, officers, agents and contractors of a Xxxxxx Company or of an External User;
"Endpoint Encryption Services" means the services used to encrypt the end user devices in order to protect the data and ensure regulatory compliance;
"Enhancements" means changes or additions, other than New Versions or Modifications, to the Software (or any constituent parts thereof) that improve or add new functions;
"Equipment" means any and all computing, networking and communications equipment procured, provided, operated, supported, or used by a party or its Personnel or users in connection with the Services, including:

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(a)
mainframe, midrange, server and distributed computing equipment and associated attachments, features, accessories, peripheral devices, and cabling;
(b)
personal computers, laptop computers, terminals, workstations, personal data devices and associated attachments, features, accessories, printers, multi-functional printers, peripheral or network devices, and cabling; and
(c)
voice, data, video and wireless telecommunications, network and monitoring equipment and associated attachments, features, accessories, peripheral devices, cell phones and cabling;
"Excusing Cause" has the meaning given in Clause 60.2;
"Existing Service Provider" means an entity providing services to be substituted by all or part of the Services;
"Exit Criteria" means the criteria to be satisfied to demonstrate that the Acceptance Tests have been successful completed;
"Exit Milestone" means a state of affairs as described in the Exit Plan;
"Exit Milestone Date" means the date by which the associated Exit Milestone must have been achieved, as specified in the Exit Plan;
"Exit Period" has the meaning given in Schedule 8 (Termination Assistance and Exit);
"Exit Plan" means each plan that the Service Provider is required to make available and maintain under Schedule 8 (Termination Assistance and Exit);
"Expected Service Level Target" means the higher performance requirement of Service Provider as detailed within Schedule 6 (Service Levels and Service Credits);
"Expiry Date" means the Initial Expiry Date or, if this Agreement is extended in accordance with Clause 4 (Extension of the Term), the date set out in the most recent Renewal Notice from time to time;
"Extended Term" has the meaning given in Clause 4.3;
"External Users" means any third party with whom Molina has a research, marketing or development or collaboration or supply relationship (that is related to the core business of Molina) that is not a Xxxxxx Company and that Molina nominates to receive any of the Services;
"Facilities" or "Facility" means all Approved Locations;
"Fail" means that a Deliverable has not Passed, and "Failed" shall be interpreted accordingly;
"Fair Market Price" means the median of the market range of prices for services against which the Benchmarker compares the Benchmarked Services;

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"FDA" means the U.S. Food and Drug Administration;
"Financial Responsibility Matrix" has the meaning given in Schedule 3 (Pricing and Invoicing);
"Final Milestone" means the final Milestone under a Project Work Order;
"Final Payment Milestone" means the final Payment Milestone under a Project Work Order;
"Final Transition Milestone" means the Milestone labeled as such in Schedule 4 (Transition and Transformation) or the Detailed Transition Plan;
"First Call Resolution" means properly addressing the end user's need the first time they call, thereby eliminating the need for the end user to follow up with a second call;
"First Go Live Date" means the first date the Service Provider assumes operational responsibility for the performance of the Services.
"Fixed Fee" means those Charges that are set at a fixed and defined amount and are not subject to adjustment except as otherwise specified in Schedule 3 (Pricing and Invoicing) or a Work Order under the Agreement;
"Flexible Asset Resource Unit" means the units of measurement for the delivery of resources applicable to the Services which is only for provision of any Equipment, Software, systems or other commodities and appliances for which distinct volumes are measured and charging rates or other charging mechanisms apply. The particular Resource Units applicable under the Agreement shall be set forth in Schedule 3 (Pricing and Invoicing) of the Agreement;
"Force Majeure Event" means:
(a)
fire, flood, earthquake, tsunami, element of nature or act of God;
(b)
war, explosion, acts or threatened acts of terrorism, riot, civil disorder, rebellion or revolution;
(c)
epidemic or pandemic directly affecting a Party's personnel;
(d)
actions of government that prevent a Party from performing its obligations, or transport or communication services or energy supply within a country becoming generally unavailable for reasons outside the Party's control,
but in each case only if and to the extent that the non-performing Party is without fault in causing the breach or delay, and the breach or delay could not have been prevented without unreasonable expense by reasonable precautions and measures and cannot reasonably be circumvented by the non-performing Party at its expense through the use of alternate sources, work around plans or other means. A strike or other employment dispute of either Party's personnel that affects only such Party's employees shall not be deemed a Force Majeure Event for that Party;

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"FTE" means full time equivalent;
"Function-as-a-Service" or "XxxX" means a category of cloud computing services that provides a platform allowing customers to develop, run, and manage application functionalities without the complexity of building and maintaining the infrastructure typically associated with developing and launching an application;
"Go Live" means assumption by the Service Provider of operational responsibility for the performance of the Services;
"Go Live Date" means a date on which the Service Provider actually assumes operational responsibility for the performance of the Services;
"Go Live Milestone" means a Milestone by which the Service Provider is to Go Live, as specified in Schedule 4 (Transition and Transformation) or any Services Order;
"Good Industry Practice" means in respect of each individual Service that level of skill, care, prudence, judgment, foresight, integrity and diligence that would be reasonably expected of a global market leading provider of services similar to the Services;
"Governance Board" or "Governance Body" means a committee described in and established pursuant to Schedule 7 (Governance);
"Group" means either or both of the Xxxxxx Group and the Service Provider Group as the context requires;
"Hardware" means a physical item of computer equipment, including laptops, desktops and tablet devices, servers and network and communications equipment, as well as peripherals that can be connected to a computer including keyboards, mice, monitors and printers;
"Harmful Code" has the meaning given in Clause 27.1(a);
"Import/Export Laws" has the meaning given in Clause 8.11(a);
"Incident" means any event which is not part of the standard operation of any System and which causes, or may cause, an interruption or a reduction of the quality of that System;
"Incident Detection, Analysis and Response" means the process to determine whether the incident is occurring, analyze the nature of the incident, notify stakeholders of the occurrence, and develop a mitigation plan;
"Incident Management" means the process for managing the lifecycle of all Incidents. The primary objective of Incident Management is to return the Application to full operation as quickly as possible;
"Incident Response Team" means the Service Provider's team responsible for the resolution of Major Incidents;

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"Incident Triage and Escalation" means the first post-detection incident response process to structure a mitigation plan;
"Indemnified Party" has the meaning given in Clause 58.3;
"Indemnifying Party" has the meaning given in Clause 58.3;
"Independent Expert" means a Third Party that is agreed by the Parties to serve as an independent expert with respect to the matters set out in Clause 60 (Excusing Causes) of the Agreement;
"Information Security Policy" means the security-related policies as set out in Schedule 24 (Certain Security Requirements) to the Agreement;
"Information Technology Service Management" means the entirety of activities – directed by policies, organized and structured in processes and supporting procedures – that are performed by an organization to design, plan, deliver, operate and control information technology (IT) services offered to customers;
"Infrastructure" means the basic, underlying framework or features of a system or organization;
"Initial Expiry Date" means the date three (3) years after the Effective Date;
"Initial Term" means the period commencing on the Effective Date and ending on the Initial Expiry Date;
"Innovation Fund" has the meaning given within Schedule 3 (Pricing and Invoicing);
"Innovation Fund Rate Card" has the meaning given in Schedule 3 (Pricing and Invoicing);
"Input Deliverable" means a System or a Material that has been created by Molina, an Other Service Provider or by the Service Provider, identified as such in a Project Work Order;
"In-Scope Personal Data" has the meaning given in Clause 34.1(d);
"Insurance" and "Insurances" have the meaning given in Clause 59.1(a);
"Insurance Limits" has the meaning given in Clause 59.1(b);
"Insurer" has the meaning given in Clause 59.1(c);
"Integration Testing" means the phase in software testing in which individual software modules are combined and tested as a group;
"Intellectual Property Rights" or "IPR" means patents, registered designs, trademarks and service marks (whether registered or not), copyright, database right, design right and moral right, in each case existing in any jurisdiction in the world, and other property rights in other jurisdictions that grant similar rights as the foregoing, including those subsisting

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in inventions, drawings, performances, software, databases, semiconductor topographies, business names, goodwill and the style of presentation of goods and services and in applications for the protection thereof;
"IPR Claim" means an IPR Claim against Molina or an IPR Claim against the Service Provider as the case may be;
"IPR Claim Against Molina" means any claim against Molina or another Xxxxxx Company or to which Molina or another Xxxxxx Company is joined that alleges infringement of a Third Party's Intellectual Property Right however arising as a result of or in connection with the provision or authorized use of:
(a)
the Services;
(b)
any Software, System or Materials made available by the Service Provider or a Subcontractor to     any Xxxxxx Company in connection with this Agreement; or
(c)
any System, Software and/or Modification created by the Service Provider or a Subcontractor,
provided, in the case where the Intellectual Property Right is a patent, that that patent had been filed in a country that was a signatory to the Patent Cooperation Treaty as at the date on which the Services, Software, Materials, System or Modification was provided to Molina (or, where such provision occurred on more than one date, on the latest such date);
"IPR Claim Against the Service Provider" means any claim against the Service Provider or another Service Provider Company or to which the Service Provider or another Service Provider Company is joined that alleges infringement of a Third Party's Intellectual Property Right however arising as a result of or in connection with the provision or authorized use of:
(a)
any Molina IP (other than Xxxxxx IP created or Modified by the Service Provider in the     performance of the Services);
(b)
any use mandated by Xxxxxx, as set out in any Project Work Order, of any Software owned or licensed by Xxxxxx in accordance with the instructions of Xxxxxx; or
(c)
any Third Party Software provided by Xxxxxx to the Service Provider for the Service Provider to use in the performance of the Services,
provided, in the case where the Intellectual Property Right is a patent, that: (i) in the case of (a) or (c), that patent had been filed in a country that was a signatory to the Patent Cooperation Treaty as at the date on which the Xxxxxx IP or Third Party Software (as the case may be) was provided to the Service Provider (or, where such provision occurred on more than one date, on the latest such date); and (ii) in the case of (b), that patent had been filed in a country that was a signatory to the Patent Cooperation Treaty as at the date on which the Project Work Order was executed;

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"Judgment Payment Dispute" means any dispute, difference, controversy or claim between a judgment creditor and judgment debtor with respect to any money (including interest and costs) due under an unsatisfied judgment, including: (i) a failure to pay on demand any sum of money remaining due under a judgment on or after the date on which that sum becomes due; and (ii) the inability or unwillingness of the judgment debtor to pay the outstanding portion of the judgment sum within the time demanded, but excluding any dispute about the formal validity or substantive merits of the judgment.
"Key Performance Indicators" or "KPIs" means the Service Levels identified as such in Schedule 6 (Service Levels and Service Credits) or any Local Agreement or Services Order;
"Key Person" means a person occupying a Key Service Provider Position from time to time including but not limited to those listed in Appendix 15A (Key Personnel) to Schedule 15 (HR Matters and Key Personnel) or, in respect of a Project Work Order, in the relevant Project Work Order, in each case as amended from time to time in accordance with the provisions of Schedule 15 (HR Matters and Key Personnel), and "Key Personnel" shall be interpreted accordingly;
"Key Service Provider Position" means a position or role within the Service Provider Group that is considered by Xxxxxx critical to the support of Services and which positions or roles are identified in Appendix 15A (Key Personnel) to Schedule 15 (HR Matters and Key Personnel), or, in respect of a Project Work Order, in the relevant Project Work Order, in each case as amended from time to time in accordance with the provisions of Schedule 15 (HR Matters and Key Personnel);
"Laws" means any applicable law, statute, by law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), guidance or industry code of practice, rule of court or directives, delegated or subordinate legislation in force from time to time;
"Level 1" means a category of Services which resolve Requests and Incidents which are known issues which can be resolved through the use of Knowledge Base articles or other previously created documentation;
"Level 2" means a category of Services which resolve Requests and Incidents which are known issues which require further triage, investigation, and in some cases configuration changes beyond what is performed at Level 1;
"Level 3" means a category of Services which resolve Requests and Incidents which are not known issues which require code changes or interfacing with a Third Party;
"Linked Project" means each group of Project Work Orders that are Linked to one another (and, in the case of a Project Work Order that is not Linked to any other Project Work Order, that Project Work Order is itself a Project);

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"Local Business Day" means, in respect of any act to be performed under this Agreement or any Project Work Order, a day on which banks are open for general non-automated business in the country in or from which that act is required to be performed;
"Losses" means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment);
"Major Enhancement" means an Application activity or set of activities within the scope of Services or related to the Services that requires more than 200 hours of effort;
"Major Incident" means any Incident that Xxxxxx declares to be a Major Incident in accordance with the Policies, and may include, without limitation: (i) hostile code attacks; (ii) denial of service attacks; (iii) physical destruction of key elements of Xxxxxx'x Systems, Applications or information stored in electronic form; and (iv) hacking (whether external or internal);
"Master Services Agreement" or "MSA" means this Agreement;
"Material" means any material in whatever form (including documentary, magnetic, electronic, graphic or digitized), including any methodologies, processes, reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions;
"Measurement Period" means the period of time in respect of the Service Provider's performance against the Service Levels will be measured, and in the absence of anything to the contrary will be a calendar month;
"Milestone" means:
(a)
a milestone associated with the Project Services and identified in a Project Work Order; or
(b)
a milestone associated with a Transition Project and identified in the applicable Transition Plan;
"Milestone Acceptance Certificate" means a certificate issued by Xxxxxx confirming that a Milestone has been Achieved;
"Milestone Achievement Date" means the date on which a Milestone is actually Achieved;
"Milestone Charge" means the monetary amount which is associated with the respective Milestone which Xxxxxx is responsible for paying to Service Provider upon Acceptance of that Milestone;
"Milestone Date" means a date identified in a Project Work Order or Transition Plan by which one or more Deliverables must have been Passed by Xxxxxx;

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"Milestone Payments" means the percentage of the fee of the project that the client pays over the course of the project for the Service Provider delivering identified Milestones;
"Minimum Service Level Target" means the minimum service level in respect of each Service Level set out in Schedule 6 (Service Levels and Service Credits) or any Services Order or Local Agreement;
"Minor Enhancement" means an Application activity or set of activities within the scope of Services or related to the Services that requires less than or equal to [redacted]of effort;
"Modify" means to add to, enhance, reduce, change, vary or create a derivative work of and "Modification" and "Modified" have corresponding meanings;
"Xxxxxx Authorized Representative" means the employee or officer of Xxxxxx who is designated by Xxxxxx from time to time as its representative, and of whom the Service Provider has been notified in writing;
"Xxxxxx Change Management Policy" means the Xxxxxx policy document of this name as may be updated from time to time;
"Xxxxxx Company" means a member of the Xxxxxx Group;
"Xxxxxx Competitor" means any enterprise that is involved in the healthcare or health plan industry;
"Xxxxxx Data" means data relating to the business, customers or operations (including the operation and performance of the Services) of any member of the Xxxxxx Group, whether generated or produced:
(a)
by or for Xxxxxx;
(b)
by the Service Provider or any Subcontractor in or in relation to the provision of the Services; or
(c)
automatically by any Software or Systems,
and shall include all derivatives of and Modifications to any such information;
"Xxxxxx Environment" means the combination of hardware, software, telecommunications links and other material (or any of its constituent parts) made available by Xxxxxx or as used by or interfaced to by the Service Provider;
"Xxxxxx Facilities" means:
(a)
those facilities identified in Schedule 13 (Access to Xxxxxx Facilities); and
(b)
those facilities identified in any Project Work Order as facilities that are required to be provided by Xxxxxx in order for the Service Provider to perform the Services under that Project Work Order;
"Xxxxxx Group" means Xxxxxx and its Affiliates from time to time;

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"Xxxxxx Indemnified Party" has the meaning given in Clause 58.1;
"Xxxxxx IP" means the Xxxxxx Software, Xxxxxx Materials, Xxxxxx Work Product and Xxxxxx Data and any other resources or items provided to the Service Provider by or for Xxxxxx or any other Xxxxxx Company at any time to perform the Services and includes any Modifications to the same;
"Xxxxxx Location" means each location set out in Schedule 18 (Countries, Regions and Xxxxxx Locations) and each other location from which any Xxxxxx Company carries on any business or operations from time to time;
"Xxxxxx Materials" means any Materials owned by Xxxxxx or any other Xxxxxx Company that are used by the Service Provider or any Subcontractor to perform the Services, and includes any Modifications to such Materials;
"Xxxxxx Premises" means premises owned, controlled or occupied by Xxxxxx or a member of Xxxxxx'x Group which are made available for use by the Service Provider or its Sub-Contractors for the provision of the Services (or any of them) on the terms set out in the Agreement or any separate agreement or license;
"Xxxxxx Responsibilities" means:
(a)
the obligations of Xxxxxx in respect of the Services and Deliverables provided by the Service     Provider pursuant to a Project Work Order as expressly set out in that Project Work Order;
(b)
the obligations of Xxxxxx as expressly set out in Schedule 16 (Dependencies);
(c)
the obligations of Xxxxxx as set out in Appendix 13A (Resources Schedule) of Schedule 13 (Access to Xxxxxx Facilities);
(d)
the obligations of Xxxxxx as set out in the Financial Responsibility Matrix; and
(e)
the obligations of Xxxxxx as set out in any Exit Plan; and
(f)
any obligation of Xxxxxx set out in the Agreement;
"Xxxxxx Service Leads" means the IT managers and leads for the individual services under each Tower;
"Xxxxxx Sites" means the Xxxxxx locations at which the services will be delivered;
"Xxxxxx Software" means any Software owned by Xxxxxx or any other Xxxxxx Company which is used by the Service Provider or any Subcontractor to perform the Services, and includes any Modifications to the same;
"Xxxxxx PWO Party" means, in respect of any Project Work Order, the Xxxxxx Company that is a party to that Project Work Order in accordance with Clause 13 (Project Work Orders);
"Xxxxxx Work Product" means:

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(a)
any Deliverables (other than any Service Provider IP incorporated in any Deliverable);
(b)
any Modifications to the Xxxxxx IP;
(c)
to the extent permitted by the terms of any governing Third Party Software licenses, any Modifications to any such Third Party Software; and
(d)
any other Software or Materials specifically created or developed by the Service Provider for Xxxxxx and required to be delivered to Xxxxxx in the course of providing the Services,
together with all copies made thereof, that are developed or otherwise created pursuant to this Agreement, whether solely or jointly by the Service Provider, the Subcontractors or any other Third Parties;
"Modifications" means any maintenance releases, modifications or revisions other than Enhancements or New Versions to the Software that correct defects, support new releases of the operation system on which the Software operates, support new input/output devices or provide other incidental updates and corrections;
"Monitoring Interval" means the period of time in which a Service Level is measured, as detailed within Schedule 3 (Service Levels and Service Credits);
"Monthly Charges" means, for any given month, the total invoice amount for all Charges for all Services provided by Service Provider under this Agreement;
"Monthly Invoice" means the invoice for all Monthly Charges for the Services;
"Monthly Performance Report" means the report provided by Service Provider to Xxxxxx each month to verify Service Provider's performance and the supporting data, calculation, and analysis performed by Service Provider to develop such report;
"MSA Change" means a change to any of the terms of this Agreement, including any of the Schedules and the Appendices to the Schedules, or any other document incorporated into this Agreement, but does not include any change to any of the Policies or a Project Change;
"Network" means a group of two or more devices that can communicate, usually comprised of a number of different computer systems connected by physical and/or wireless connections;
"Network Equipment" means physical devices required for communication and interaction between devices on a computer network;
"New Version" means any new version of the Software which from time to time is publicly marketed and made available for purchase by the Service Provider in the course of its or its Sub Contractors' normal business where the purchase or operation of the new version does not require the purchaser already to possess a version of the Software;

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"Nonconformity" means an incidence of a Deliverable not meeting the Assurance Criteria;
"Official Invoice" means the invoice issued by the Service Provider each month in accordance with Schedule 3 (Pricing and Invoicing);
"Offshore Ratio" means the number of supplier resources supporting from offshore to the total number of supplier resources supporting the Xxxxxx engagement;
"Off the shelf Packages" means standard, "shrink wrap" or "clickwrap" Software packages generally available from Third Parties or from Sub Fs (other than members of the Service Provider's Group);
"Open Source Software" means Software that is licensed by a Third Party on terms that place restrictions on the terms on which any Software incorporating that Software or derived from that Software may be licensed, sold or distributed, or which require a person licensing, selling or distributing Software incorporating or derived from that Software to grant any right to any person, including without limitation any Software licensed under the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL) or any other license issued or approved by the Free Software Foundation or the Open Source Initiative;
"Operational Change" means any activity involving the introduction, updating, modification, or retirement of a System or Application, including any planned activity that has an impact or potential impact on the availability or performance of a System or Application;
"Operational Loss" means any Losses as a result of any overpayment, underpayment, incorrect payment or non-payment by the Service Provider or resulting from a default on the part of the Service Provider pursuant to its performance of the Services;
"Operational Review Board" has the meaning set out in Schedule 7 (Governance).
"Other Service Provider" means each other provider of services, Software or goods to any Xxxxxx Company and any Software Vendor;
"Other Services" means services provided by the Other Service Providers;
"Outline Transition Plan" has the meaning given to it in Schedule 4 (Transition and Transformation);
"Parties" means Xxxxxx and the Service Provider, and "Party" means either of them;
"Pass" shall mean confirmation from Xxxxxx that a Deliverable does not materially deviate from the applicable requirements set out in the relevant Project Work Order and meets the applicable Assurance Criteria, as evidenced by the issue by Xxxxxx of an Assurance Certificate, and "Passed" shall be interpreted accordingly;

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"Patching" means the action of performing non-Release level changes, including electronic software updates ("ESUs"), software action requests ("SARs"), and service packs (i.e., cumulative releases ("CUMs")) or their equivalent in Applications;
"Payment Milestone" means a Milestone the Achievement of which results in certain Charges (or a portion of those Charges) becoming payable to the Service Provider;
"Performance Category" means the category in which Service Levels are grouped within Appendix 6-A (Service Level Matrix);
"Performance Management" has the meaning given within Schedule 6 (Service Levels and Service Credits);
"Period" means each calendar month during the Term;
"Permitted Purposes" means the performance of the relevant Party's obligations under this Agreement, and, where the relevant person is Xxxxxx it also means:
(a)
the receipt and use of the Services; and
(b)
the provision of services to (or within) the Xxxxxx Group and the procurement of services from Third Parties and Other Service Providers;
"Personal Data" has the meaning given in Clause 34.1(b);
"Personnel" means Service Provider Personnel;
"Policy" means all policies, procedures and standards adopted by Xxxxxx or any other Xxxxxx Company from time to time;
"Policy Change" means a change to a Policy or the implementation of a new Policy;
"Policy Change Effective Date" has the meaning given in Schedule 9 (Change);
"Policy Change Notice" has the meaning given in Schedule 9 (Change);
"Pool Percentage Available for Allocation" has the meaning given in Schedule 6 (Service Levels and Service Credits);
"Prior Damages" means, when calculating the liability cap available in respect of a particular claim or cause of action, all damages paid by, plus all damages awarded against, the Party seeking to rely on that liability cap to limit its liability, in respect of all prior claims and causes of action that accrued against that liability cap;
"Problem" means:
(a)
a cause of one or more Incidents;
(b)
a reoccurring service disruption in an Application;
(c)
a single service disruption in an Application where such disruption is expected to reoccur; or

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(d)
a major disruption to Xxxxxx'x IT environment;
"Problem Management" means the process for managing the lifecycle of all Problems. The primary objective of Problem Management is to return the Application to full operation without recurrence of the Problem or associated Incidents;
"Procedures Manual" means the list of specific methods employed to express policies in action in day-to-day operations of the organization;
"Productive Hours" means the hours during which resources from the supplier would be productively working;
"Project" is an activity or set of activities within the scope of Services or related to the Services that requires more than 200 hours of effort. A Project may be a Chargeable Project or Non-Chargeable Project depending on whether it fits the applicable definition;
"Project Change" means a change to any of the terms of any Project Work Order, or any other document incorporated into any Project Work Order, but does not include any change to any of the Policies;
"Project Charges" means the Charges payable for Project Services, as set out in Schedule 3 (Pricing and Invoicing);
"Project Services" means those services provided by a Service Provider Group Company to a Xxxxxx Company under a Project Work Order, as set out in Clause 13.4;
"Project Support" means support provided by the Service Provider to deliver the services;
"Project Statement of Work" means the Services Order which is agreed between the parties for a separate Project;
"Project Work Order" or "PWO" means an agreement between Xxxxxx (or a Xxxxxx Company) and the Service Provider (or a Service Provider Company) in a form agreed by the Parties, made and constituted in accordance with Clause 13 (Project Work Orders);
"Prudent Service Provider" has the meaning given in Clause 59.1(d);
"Quarter" means January to March (inclusive), April to June (inclusive), July to September (inclusive) and October to December (inclusive);
"Rate Card" means the rate card set out in Schedule 3 (Pricing and Invoicing);
"Receiving Party" has the meaning given in Clause 30.1;
"Record" means recorded information, regardless of medium or characteristics, made or received by an organization that is evidence of its operations;
"Regulated System" means any System that is, or that is required to be, subject to Validation and/or Qualification;

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"Regulatory Authority" means any authority, agency or other body with regulatory jurisdiction over any Xxxxxx Company or any business conducted by any Xxxxxx Company from time to time;
"Regulatory Change" means any change to an Applicable Law;
"Regulatory Change Effective Date" has the meaning given in paragraph 5.2 of Schedule 9 (Change);
"Related Documentation" means, with respect to Software and Software development tools, all materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of such Software or Software development tools, as applicable;
"Release" means one or a series of Operational Changes to be implemented on a specific date;
"Relief Event" means a failure by Xxxxxx to comply with an Xxxxxx Responsibility;
"Replacement Services" means services similar to the Services (or part of the Services) that are provided in replacement for the Services (or part of the Services) following the termination (including partial termination) or expiry of this Agreement or any Project Work Order;
"Replacement Service Provider" means any Third Party supplier of Replacement Services appointed by Xxxxxx or Xxxxxx, as the case may be;
"Reports" means the reports that the Service Provider is required to produce as set out in Schedule 7 (Governance);
"Representatives" has the meaning given in Clause 38.1;
"Renewal Notice" has the meaning given in Clause 4.2;
"Required Service Levels" means the Service Levels identified as such in Schedule 6 (Service Levels and Service Credits) or any Services Order or Local Agreement;
"Resolution" means the act of fixing an Incident such that its original or similar symptoms are no longer present for the reporting user or system and "Resolve" and "Resolved" shall be construed accordingly. Such incidents or requests are agreed to be Resolved as per schedule 3 and its related Appendices;
"Resource Baseline" means the assumed quantity of an individual Resource Unit that may be consumed or utilized in each month as specified in Appendix 3-A to Schedule 3 (Pricing and Invoicing);
"Resource Rates" means the daily rates for Service Provider Personnel set out in Appendix 3-A to Schedule 3 (Pricing and Invoicing);

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"Resource Units" means the units of resource set out in Appendix 3-A to Schedule 3 (Pricing and Invoicing) that are counted to measure the use of, or demand for, each Service or part of a Service (as defined in Appendix 3-A to Schedule 3 (Pricing and Invoicing));
"Resource Unit Data Source" has the meaning given within Schedule 3 (Pricing and Invoicing);
"Resource Unit Rates" has the meaning given within Schedule 3 (Pricing and Invoicing);
"Resource Unit Record" means the records of all Resource Units within the Resource Unit Data Source;
"Resources" means personnel, facilities, Systems, procedures, electronic communications and network management processes and other resources;
"Responsible Party" has the meaning given in Clause 8.11(d);
"RFP" has the meaning given in paragraph (B) of the Introduction to this Agreement;
"RFP Proposal" means the Service Provider's response to the RFP, which the Service Provider provided to Xxxxxx in August 2018;
"Root Cause Analysis" or "RCA" means the analysis of the underlying cause of an Incident, Problem, unsuccessful Operational Change or Release from which effective actions can be defined to Resolve and prevent reoccurrence;
"RRC" or "Reduced Resource Credit" means a credit against the Base Charges, at the rates stated in Appendix 3-A to Schedule 3 (Pricing and Invoicing), for the consumption or utilization of Resource Units in the performance of the related Service during any month less than anticipated by the applicable Resource Baseline;
"Run Services" means the services described in Schedule 2 to this Agreement;
"Xxxxxxxx-Xxxxx" or "SOX" means the Xxxxxxxx-Xxxxx Act of 2002;
"Security Policy" means Xxxxxx'x security policy, guidelines and requirements notified to the Service Provider;
"Security Service Catalog" means the comprehensive list of IT security services maintained by Xxxxxx;
"Service Bundle" means each of the following groupings of the Services:
(a)
core infrastructure (as described in Schedule 2);
(b)
end user services (as described in Schedule 2);
(c)
security (as described in Schedule 2); and
(d)
any other Service or grouping of Services identified in a Change Notice or SoW, as applicable, as constituting a “service bundle” apart from those listed in clauses (a) through (c) above.

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"Service Catalog" means a list of pre-defined Deliverables that may be ordered by Xxxxxx from the Service Provider in accordance with Schedule 2 (Service Description);
"Service Commencement Date" means each date on which the Service Provider is required to commence the provision of certain Run Services, as set out in Schedule 4 (Transition and Transformation);
"Service Credits" means the credit against the Charges (of an amount calculated in accordance with Schedule 6 (Service Levels and Service Credits)) to be applied by the Service Provider if it fails to meet or exceed one or more Service Levels (and "Service Level Credits" shall have the same meaning);
"Service Element" means each Service (or group of Services) identified as a 'Service Element' in the applicable Statement of Work;
"Service Failure" means a failure to meet any of the Service Levels and/or any other failure to provide any of the Services in accordance with the Agreement;
"Service Fees" means Charges which are incurred for the delivery of Services according to Schedule 3 (Pricing and Invoicing);
"Service Level" or "Service Levels" means the service levels set out in Schedule 6 (Service Levels and Service Credits) or any Services Order or Local Agreement;
"Service Level Component" means an aspect of a Service Level which defines the requirement for that Service Level, as included in Appendix 3-A (Service Level Matrix);
"Service Level Default" has the meaning given in Schedule 6 (Service Levels and Service Credits);
"Service Level Matrix" has the meaning given in Schedule 6 (Service Levels and Service Credits);
"Service Level Performance" means, in respect of each Service Level or Key Performance Indicator (KPI), the Service Provider's actual performance of the Services against such Service Level or KPI in the relevant Period;
"Service Level Report" shall have the meaning set out in Schedule 6 (Service Levels and Service Credits);
"Service Level Target" means the minimum level of performance for a Service Level;
"Service Provider" means the entity which is contracted via the Agreement to provide the Services;
"Service Provider Authorized Representative" means the employee or officer of the Service Provider who is designated by the Service Provider from time to time as its representative, and of whom Xxxxxx has been notified in writing;
"Service Provider Commercially Sensitive Information" means:

-27-

(a)    financial information relating to the Service Provider's profits;
(b)    Service Provider Data;
(c)    information that is confidential to the Service Provider's other customers;
"Service Provider Company" means a member of the Service Provider Group;
"Service Provider Data" means data relating to the business, customers or operations of any Service Provider Company, whether generated or produced by any Software or Systems during the course of delivering the Services and shall include all derivatives and Modifications to any such information but does not include Xxxxxx Data;
"Service Provider Delivery Lead" has the meaning set out in Schedule 7 (Governance);
"Service Provider Group" means the Service Provider and its Affiliates from time to time;
"Service Provider Indemnified Party" has the meaning given in Clause 58.2;
"Service Provider IP" means the Service Provider Software, Service Provider Materials, Service Provider Data, Service Provider Methods and any Modifications to any of the same;
"Service Provider Materials" means any Material made available by the Service Provider (or any member of the Service Provider Group) and/or used by or on behalf of the Service Provider to perform the Services and including any Modifications to the same;
"Service Provider Methods" means any methods, processes and business rules that are used by or on behalf of the Service Provider to perform the Services and the performance of which would, without a license from the Service Provider or any Service Provider Company or Subcontractor, infringe any Intellectual Property Right of the Service Provider or any Third Party;
"Service Provider Personnel" means employees and contractors, and employees of Subcontractors, of the Service Provider and each Service Provider Group company engaged in the provision of the Services and "Service Provider Person" shall be interpreted accordingly;
"Service Provider Premises" means any premises in the possession or control of the Service Provider or any Sub Contractor (which are not Xxxxxx Premises) from which the Services are delivered, in whole or in part or in which records relating to the Services are kept;
"Service Provider Software" means any Software (and any Modifications to that Software) made available by the Service Provider (or by any other Service Provider Company) and/or used by or on behalf of the Service Provider to perform the Services (for purposes of clarity, Service Provider Software does not include Xxxxxx Software);
"Service Provider PWO Party" means, in respect of any Project Work Order, the Service Provider Company that is a party to that Project Work Order in accordance with Clause 13 (Project Work Orders);

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"Service Provider Technical Solution" means Schedule 21 (Service Provider Technical Solution);
"Service Relocation Costs" has the meaning given in Clause 50.4;
"Service Relocation Plan" has the meaning given in Clause 50.2(a);
"Service Remedies" shall have the meaning given to it in Schedule 6 (Service Levels and Service Credits);
"Service Request" means a request from an Authorized User for information, or advice, or for a standard change or for access to an IT Service, such as to reset a password or to provide standard IT services for a new Authorized User;
"Service Tower" means an individual tower as defined by scope Exhibits for which Services are provided (e.g. Infrastructure, Applications, End User Services);
"Services" means:
(a)    the Catalog Services;
(b)    the Run Services;
(c)    the Project Services;
(d)    the Transition Services;
(e)    during an Exit Period, the Termination Assistance; and
(f)    the performance of all other obligations of the Service Provider under this Agreement.
"Severity" means:
(a)
Severity 1 - Critical (Tier 1 Application Outage/Data Center Outage that has Impact);
(b)
Severity 2 - High (a large number/region of users are impacted/Financials missing Month End Close Business Process/Microsoft O365 outage). Tier 1 Applications Degraded Performance - Intermittent Outage, Errors or user impacting latency;
(c)
Severity 3 - Medium (Some Users are impacted or some functionality is impacted/User productivity impacted);
(d)
Severity 4 - Low (Content issue on website/Some users are unable to log in, but most users are able to access the website);
(e)
Severity 5 - Information (monitoring issues/no impact to users, website degraded performance/redundancy impaired);
"Site" means an Xxxxxx owned location at which Service Provider provides Services according to the Agreement;

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"Site Systems" means those Systems owned or leased by the Service Provider that the Service Provider needs to install at any Xxxxxx Facility in order to deliver the Services;
"Skill Grade" means each grade of Service Provider Personnel set out in Appendix 3-A of Schedule 3 (Pricing and Invoicing);
"Software" means the versions of any applications, programs, operating system software, computer software languages, utilities and Related Documentation, in whatever form or media, including the tangible media upon which such applications, programs, operating system software, computer software languages, utilities and Related Documentation are recorded or printed, together with all corrections, improvements, Modifications, updates and releases thereof;
"Software Auditor" means an auditor representing the Federation Against Software Theft or the Business Software Alliance or equivalent body that may from time to time audit or review the type and manner of use of any Software by any Xxxxxx Company;
"Software Components" means software programs, code, routines and sub routines that perform specific functions, that are independent copyright works and are used by or on behalf of the Service Provider in the development of the Bespoke Software but that pre date or are not created specifically for the purposes of the Agreement;
"Software Vendor" means a Third Party from which Xxxxxx or the Service Provider licenses any Software;
"Solvency Ratio" means the outcome of the following equation: net borrowings net of cash / EBITDA;
"Source Code" means Software in an eye-readable form and in such a form that it can be compiled or interpreted into equivalent object code or byte code, together with all technical information and documentation necessary for the Use, reproduction, Modification, build, compilation, installation, enhancement and support of Software without recourse to any other document, materials or person;
"Stage" means each discrete stage set out in the Projects Statement of Work;
"Statement of Work" or "SoW" means each statement of work set out in Schedule 2 (Statements of Work);
"Start Time" means, for the purposes of determining a response time, when a ticket is opened in respect of an Incident;
"Step-In Agent" means Xxxxxx or a Third Party appointed by Xxxxxx pursuant to Clause 48.1 (Instigation of Step-In);
"Step-In Costs" has the meaning given in Clause 48.4(e);
"Step-In Event" has the meaning given in Clause 48.1(a);
"Step-In Notice" has the meaning given in Clause 48.2(d);

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"Step-Out Date" has the meaning given in Clause 48.3(f)(ii);
"Step-Out Notice" has the meaning given in Clause 48.3(c);
"Step-Out Plan" has the meaning given in Clause 48.3(d);
"Subcontract" means a contract between the Service Provider and a Subcontractor;
"Subcontractor" means a subcontractor of the Service Provider of any Service Provider Company, appointed (directly or indirectly) to perform any of the Service Provider's obligations under this Agreement;
"Sub-Tower" means each group of Services forming the entirety of a Statement of Work;
"Successor Supplier" means any Third Party or Xxxxxx Company that provides Replacement Services;
"Supporting" or "Support Services" means the activities required for successful execution of a product, program, or process;
"System" or "Systems" means an interconnected grouping of manual or electronic processes, Equipment, Hardware, Firmware, protocols and Software and associated attachments, features, accessories, peripherals and cabling, and all additions, modifications, substitutions, upgrades or enhancements to the extent a party has financial or operational responsibility for such System or System components under this Agreement;
"System of Record" means the System which is Xxxxxx'x authoritative source for a particular function, process, or data;
"Tax" and "Taxation" mean all sales, use, property, ad valorem, value added or similar taxes;
"Tax Authority" or "Tax Authorities" means any government, state or municipality, or any local, state, federal, national or other fiscal, revenue, customs, or excise authority, body or official anywhere in the world, authorized to levy Tax;
"Tax Claims Notice" has the meaning given in Clause 43.5(b);
"Term" means the term of this Agreement which is determined by Clause 3 (Term) and Clause 4 (Extension of the Term);
"Terminating Services" means:
(a)
in respect of a termination of this Agreement or a PWO in whole or in part, those Services for which a Party has issued a formal notification of termination but which continue to be provided during an Exit Period; and
(b)
in respect of the expiry of this Agreement or the termination of this Agreement in whole, all of the Services;

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"Termination Assistance" means the assistance the Service Provider shall provide Xxxxxx in order for the Service Provider to transfer responsibility for delivery, performance and management of the Terminating Services, as set out in Schedule 8 (Termination Assistance and Exit) and each Exit Plan;
"Termination Assistance Period" means a period of time commencing upon the earlier of Service of a notice to terminate or when requested by Xxxxxx;
"Termination Date" means the date on which any notice of termination of this Agreement or a Project Work Order takes effect, as determined in accordance with Clause 56 (The Effective Date of Termination);
"Termination for Convenience" means the termination of the contract by Xxxxxx at any time with or without giving any justification;
"the Act" means the Employment Rights Act 1996 (as amended);
"Third Party" means a person that is not a Party, a Xxxxxx Company, a Service Provider Company or a Subcontractor;
"Third Party Agreements" means the agreement between Xxxxxx or the Service Provider and a third party;
"Third Party Manager" has the meaning given in Clause 65.1;
"Third Party Software" means any Software other than Xxxxxx Software and Service Provider Software, and related Material that is otherwise used in the performance of the Services and includes Software provided under license or lease that is used to provide the Services;
"Threat Management" means protecting a business from security threats, including computer security and information security;
"Tollgate" means the checkpoints specified as such in a Transition Plan;
"Traditional Delivery Model" refers to the waterfall software development methodology;
"Transfer" means the transfer of the provision of any Services from the Service Provider to Xxxxxx or a Successor Supplier on the termination (in whole or in part) or expiry of this Agreement or any Project Work Order;
"Transfer Fee" means the Charges associated with transferring an asset as detailed within the Wind-Down Expenses;
"Transformation Deliverables" means those Deliverables that are generated as an output of the Transformation Services;
"Transformation Period" means in respect of each Transformation Project, the period commencing on the start of the Transformation Services to the date of Acceptance of the final Transformation Milestone;

-32-

(a)
Transformation Plan" means either the Outline Transformation Plan or the Detailed Transformation Plan;
(b)
Transformation Services" means the services that relate to paragraph 7 of Schedule 4 (Transition and Transformation);
"Transition Deliverables" means those Deliverables that are generated as an output of the Transition Services;
"Transition Charges" means the charges for Transition set out in a Project Work Order for each relevant Transition Project;
"Transition Milestone" means a Milestone relating to Service Provider's obligations to complete certain Transition Services on specified dates in accordance with the Transition Plan;
"Transition Period" means the period from the Commencement Date to the final Go Live Date;
"Transition Plan" means the plan for the conduct of each Transition Project, as set out in, as applicable, the Initial Transition Plan, the Detailed Transition Plan, and, as applicable, a Project Work Order entered into in connection with the applicable Transition Project;
"Transition Project" means each project to be completed by the Service Provider in connection with Transition, as set out in the Detailed Transition Plan or the Service Provider Technical Solution, as applicable;
"Transition Services" means the services, functions, roles and responsibilities to be performed by the Service Provider under each Transition Project, in accordance with Schedule 4 (Transition and Transformation) and each Project Work Order for each Transition Project;
"Trend Identification" means assessing tickets or events in order to identify a common Root Cause among multiple, repetitive issues;
"Triage" means the process of assessing an issue to determine the appropriate Severity, Priority, and ownership group in order to carry the issue to resolution;
"Unified Communication" means the Services associated with providing enterprise communications infrastructure;
"Unified Compute" means the Services associated with providing Security, Storage, Network, and Compute;
"Unit Testing" means the process of testing individual units of an Application to ensure proper functioning and fulfilment of requirements;
"Unplanned Downtime" means downtime that occurs as a result of a failure (for example, a hardware failure or a system failure caused by improper server configuration);

-33-

"Upgrade" means any update, upgrade, enhancement or change to an Application or System including a Patch or Release;
"Use" means to load, execute, display and perform (and to copy for these purposes);
"User" means the equivalent of "Authorized User";
"User Acceptance Testing" means the last phase of Software testing process in which users ensure that the Software meets business process requirements;
"VIP User" means a user as identified in Schedule 14 (Xxxxxx Policies);
"Voice Network" means a group of technologies for the delivery of voice communications and multimedia sessions over Internet Protocol (IP) networks;
"Volume Discounts" means the discount percentages Service Provider shall credit Xxxxxx based on incremental aggregate (for that Contract Year) Monthly Charge dollars invoiced by and paid to the Service Provider under this Agreement, not inclusive of Transition Charges, or Approved Out-of-Pocket Expenses, in accordance with Schedule 3 (Pricing and Invoicing);
"Vulnerability" means a Security flaw or weakness in a System which may cause such System to be open to a cyber-attack;
"Wave" means each group of Services the provision of which, or the provision of which to one or more Xxxxxx Companies or in one or more Countries, is to commence together, as set out in Schedule 4 (Transition and Transformation);
"Work Order" means a written agreement between Xxxxxx and Service Provider for the performance of projects;
"Workaround" means a method of restoring:
(a)
access to the affected System; and
(b)
the affected System to the functionality and performance required by the applicable specifications,     without necessarily Resolving the underlying Problem;
"Working Day" means a period of eight (8) hours in the United States, or 8.8 hours offshore; and
"Year" means each consecutive twelve (12) month period commencing on the Effective Date and each anniversary of the Effective Date and the terms; and "First Year", "Second Year" etc., and so forth shall be construed accordingly.



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SCHEDULE 2
SERVICE DESCRIPTION




CONTENTS

Clause
 
Page
1.
Definitions
1
2.
Introduction; Services Description Structure
1
3.
Services Requirements of General Application
1


(i)


1.
DEFINITIONS
Capitalized terms used but not defined in this Schedule shall have the meanings given in Schedule 1 (Definitions and Interpretation) to this Agreement.
2.
INTRODUCTION; SERVICES DESCRIPTION STRUCTURE
This Schedule sets out the description of the Services. The Services descriptions have been arranged in the following manner:
(a)
certain Services requirements of general applicability to all Services are set out in this Schedule 2; and
(b)
the following Appendices to this Schedule set out Services in a grouped manner:
(i)
Appendix 2-A (Infrastructure);
(ii)
Appendix 2-B (Security Services);
(iii)
Appendix 2-C (End User Services); and
(iv)
Appendix 2-D (Pro Forma Project Work Order).
3.
SERVICES REQUIREMENTS OF GENERAL APPLICATION
3.1
The Service Provider shall perform its obligations pursuant to the Agreement, including the performance of the Services as set out in this Schedule and the Appendices hereto, in accordance with the following:
(a)
With respect to any Service performed in accordance with this agreement under which Xxxxxx is to provide services specifically directed toward the State of Texas Medicaid program (or its regulatory bodies, administrative agencies, health plans, or any member of any such health plan) or with respect to the Texas marketplace, the Service provider shall ensure that (i) its performance of such Service in accordance with the Agreement shall occur at locations [redacted] and (ii) no Confidential Information of Xxxxxx (including any confidential information of the State of Texas (or its regulatory bodies, administrative agencies, health plans, or any member of such health plan) or information that relates to the Texas marketplace) shall be [redacted]. For purposes of clarity, the Parties agree that Services model described in the Agreement (including the Schedules thereto) as of the Effective Date are in compliance with the foregoing restrictions as of the Effective Date].


 
 
 











Appendix 2-A INFRASTRUCTURE
MILBANK, TWEED, XXXXXX & XxXXXX LLP London




CONTENTS
Clause
 
Page
1.
Introduction
1
2.
Data Center Requirements
1
3.
Data Center Services
1
4.
General Requirements – Server, Storage, Database, and Network
3
5.
Server Services
10
6.
Storage and Database Services
12
7.
Database Services
14
8.
Network Infrastructure Services
14
9.
Telephony
18
10.
Business Continuity Planning
21
11.
Disaster Recovery
21
12.
Data Center Requirements (Conditional)
22
13.
Responsibility Matrix
25


(i)



1.
INTRODUCTION
1.1
This Appendix 2-A (Infrastructure) Services forms part of the Agreement. All terms and conditions of the Agreement shall apply to this Appendix 2-A and any attachments hereto.
2.
DATA CENTER REQUIREMENTS
2.1
Service Provider shall coordinate where applicable with Xxxxxx or Xxxxxx’x Datacenter provider for service described in this section. Service Provide will provide hands and feet support for infrastructure components (compute, storage, network, backup) only.
2.2
Service Provider shall be responsible for fulfillment of the requirements specified as Service Provider’s in this Exhibit.
General Requirements
2.3
All data center supporting Equipment shall and maintained according to the respective manufacturers' specifications.
2.4
Service Provider shall support Xxxxxx server architecture, including “hot aisle” and “cold aisle” cabinet configurations and environmentally friendly cooling design (e.g., “free air” /open-air cooling if applicable based on proposed Data Center Co-Lo facility locations), where possible.
2.5
Service Provider shall service each data center per Xxxxxx'x requirement.
2.6
Service Provider shall provide remote access to equipment that will meet Xxxxxx'x security standards.
2.7
Service Provider shall use existing web-based monitoring System for the environmental variables in any data center available to Xxxxxx.
3.
DATA CENTER SERVICES
3.1
Service Provider shall provide and where required, coordinate with Xxxxxx’x team or its Third Party suppliers to provide all the data center Services described herein, including:
Receiving and Staging Services
3.2
Service Provider shall stage all Equipment, including:
(a)
Dockside pickup and relocation;
(b)
Setting up racks;
(c)
Power distribution units;
(d)
Routers;
(e)
Switches;

 
 
 



(f)
Fiber cabling to storage/tape; and
(g)
Other necessary data center components.
Installation Services
3.3
Service Provider shall perform cabinet installations with necessary power, cooling, network, and redundancy requirements, including:
(a)
Coordinating with other vendors as required;
(b)
Rack mounting servers and networking Equipment in Xxxxxx specified rack locations;
(c)
Performing basic router and firewall configuration and routing to allow servers to be network accessible and ensuring routers are placed in the appropriate virtual local area networks, including demilitarized zones;
(d)
Configuring all servers to a network accessible state;
(e)
Coordinating with network Service Providers for all circuit installations (e.g., internet, primary office, disaster recovery site, and home office), and cross‑connects required to reach target devices;
(f)
Ensuring new Equipment is powered up within two (2) business days of receipt, or as agreed with Xxxxxx, and acceptance by the Data Center;
(g)
Providing patch, panel, cabling, device, and power labeling documentation for all Xxxxxx Equipment with name and power source indications;
(h)
Planning and installing Equipment, including cabling, consumables and any and all other Equipment required to support the installation;
(i)
Using Xxxxxx’x existing vendor for  cabling, consumables and any and all other Equipment required to support the installation; and
(j)
Testing, returning, and managing replacement of non-performing Equipment and/or Software as per Service Provider support contractual terms.
LAN Operations Services
3.4
Service Provider shall monitor and manage per Xxxxxx requirements the data center local area network (LAN) as an end-to-end Service, from the wide area network (carrier demarcation point) to each installed Xxxxxx device, including:
(a)
Provide network management and monitoring services per Xxxxxx requirements, including ensuring the proper operation (as per performance SLAs) and full functionality for all ports.
Data Center to Data Center WAN Operations Services

-2-


3.5
Service Provider shall monitor and manage the data center WAN per Xxxxxx requirements as an end-to-end Service in conjunction with the local Service Provider(s), from the external internet connection to the Local Area Network, including:
(a)
Monitoring quality-of-Service mechanisms across any Service Provider Services or other telecommunications Agreements, to support data, voice and video traffic as well as latency and jitter sensitive applications to all Xxxxxx sites;
(b)
Monitoring and providing real time network capacity reports;
(c)
Monitoring, supporting, and otherwise ensuring the proper operation of internal and external domain name Service (DNS) and dynamic host configuration protocol (DHCP) Services per Xxxxxx specifications;
(d)
Monitoring, supporting, and otherwise ensuring the proper operation (as per performance SLAs) of internal and external firewalls, demilitarized zones, load balancer, and other security and privacy related network components;
(e)
Ensuring high availability of WAN Services, including:
(i)
High availability and performance (as per performance SLAs) of WAN Equipment;
(ii)
High availability and performance (as per performance SLAs) of load balanced WAN links;
(f)
Performing quarterly performance and failover tests of WAN links as directed by Xxxxxx as per BC/DR plan testing; and
(g)
Performing monthly performance and failover tests of regional WAN links as directed by Xxxxxx in addition to any BC/DR plan testing.
General Services
4.
GENERAL REQUIREMENTS – SERVER, STORAGE, DATABASE, AND NETWORK
General Requirements
4.1
Service Provider shall be responsible for fulfillment of the requirements specified as Service Provider’s in this Exhibit.
4.2
Service Provider shall perform activities across all of Xxxxxx'x technology and business partners, including Xxxxxx'x Service Desk, other Service Provider teams, Third Party Sub-contractors or other third parties as required by Xxxxxx.
4.3
Service Provider shall support Xxxxxx with respect to its in project that are in-flight as of the Effective Date, in each case in accordance with the in-flight project support provisions as set out in the Service Provider Technical Solution.
Services Requirements

-3-


4.4
Service Provider shall adhere to all Xxxxxx'x server, storage, database, and network requirements, including:
(a)
Complying with or improving (subject to Xxxxxx'x approval) Xxxxxx'x current and future Equipment, Software, and network architecture technical specifications as necessary to deliver the Services.
(b)
Following all Xxxxxx policies including but not limited to Xxxxxx change management policies and approved Service Provider policies as applicable.
(c)
Ensuring resources are available and staff is properly and continuously trained to provide appropriate levels of SME coverage and support.
(d)
Ensuring that, to the extent possible and as approved by Xxxxxx, tools utilized by Service Provider to perform the Services shall be commercially available (e.g., shrink-wrap Software) and non-proprietary technologies; and, in those instances where it is not possible to utilize commercially available technologies, gaining Xxxxxx approval prior to implementing such tools.
(e)
Ensuring Service Provider Services comply with all local and regional regulatory requirements including but not limited to privacy, data retention, encryption, financial, auditing, and security.
(f)
Ensuring Service Provider Services are consistent with the Master Services Agreement, and adhere to all Xxxxxx policies related to provided services.
(g)
Following all original equipment manufacturer (OEM) standards and industry best practices.
(h)
Ensuring that all equipment is maintained according to manufacturer specified guidelines, and maintains Service Provider device support coverage.
(i)
Notifying Xxxxxx on major events and incidents as per Xxxxxx’x notification procedure, until resolution.
(j)
Coordinating with teams, as agreed upon between Parties, to support, maintain, and troubleshoot server, storage, database, and network equipment (e.g., file/print servers, local servers, switches, routers, access points) at remote and campus sites.
(k)
Using existing documentation and updating (within forty-eight (48) hours of all changes) to provide required Xxxxxx documentation including site-specific information, such as diagrams of LANs and Customer Premise Equipment (CPE), hardware configurations, Software releases, and routing tables.
Administrative Services
4.5
Service Provider shall administer and be responsible for access to and access control for Xxxxxx'x server, storage, database, and network environments, including:

-4-


(a)
Maintaining privileged System accounts including but not limited to administrator and root, access control strings, and delegating access to Xxxxxx Authorized Users upon request per Xxxxxx policies.
(b)
Administering IDs to ensure that only those privileges and authorities required for such IDs are provided to personnel, per Xxxxxx specifications and policies, and provide notifications to Xxxxxx every time an ID is administered.
(c)
Recording the activities of all users, including privileged System accounts, for eighteen (18) months, and providing such records (e.g., domain administrator logs, System logs, etc.) to Xxxxxx within forty-eight (48) hours, as permitted by local and regional regulatory specifications. In the event of a security breach, Service Provider to provide such records within two (2) hours.
(d)
Assigning and managing access permissions (including role-based access) associated with user IDs.
(e)
Assigning and managing access rights to all System-wide objects within Service Provider's scope of responsibilities.
(f)
Reporting Unauthorized Users for management review and action per Xxxxxx'x security policy.
(g)
Rescinding access privileges upon termination or request by authorized Molina personnel.
(h)
Proactively auditing activity records to identify any deviation from practice and immediately raising awareness of any deviations to Xxxxxx, per Xxxxxx requirements.
(i)
Obtaining appropriate authorization prior to granting non-expiring password in accordance with Xxxxxx'x information security policies.
(j)
Logging into infrastructure using standard admin access tools, as specified as Appendix 6-D (Tools Inventory).
(k)
Logging into servers using network accounts where possible and using local admin account as a last resort.
(l)
Maintaining control of master passwords in accordance to Xxxxxx’x policies and specifications.
Installation, Provisioning, and Retirement Services
4.6
Service Provider shall deploy, provision, and retire Systems in server, storage, database, and network environments, including:
(a)
Providing sufficient space, in existing Xxxxxx’x Data Center using its existing contracts / facilities temporary and long term, to house any and all Xxxxxx, Service Provider, or Third Party Equipment.

-5-


(b)
Staging Equipment, including:
(i)
Dockside pickup and relocation,
(ii)
Setting up racks,
(iii)
Power distribution units,
(iv)
Switches, controllers, WAN optimization devices, routers, access points, hubs, firewalls, and other network Equipment,
(v)
Other necessary components, and
(vi)
Network connections.
(c)
Support the installation of Equipment, including cabling, consumables and any and all other Equipment and/or Software required to support the installation.
(d)
Testing, returning, and managing replacement of non-performing and/or unused Equipment and/or Software as per Service Provider support contractual terms.
(e)
Provisioning infrastructure services, including Systems, virtual machines, network access layer, load balancers, and security policies, to meet application deployment readiness
(f)
Executing the retirement and replacement of Equipment, including:
(i)
Purging data and Software per Xxxxxx policies and procedures.
(ii)
Upgrading any Xxxxxx Equipment that is intended to be redeployed, according to Xxxxxx specifications.
(iii)
For Xxxxxx Equipment at end of lease, taking such steps as are necessary to return such leased Equipment to lessors in accordance with lessor guidelines and requirements.
(iv)
Preparation for disposal of any Equipment that shall not be redeployed, according to Xxxxxx policies, and contacting Xxxxxx or its Third Party supplier, as applicable, to schedule disposal.
(v)
Scheduling test and turn-up of sites utilizing Xxxxxx Equipment following Xxxxxx confirmation of the installation of access and Equipment.
(vi)
For Xxxxxx-owned, Service Provider-managed Equipment, ensuring refresh procedures are carried out according to the defined refresh plans, per Xxxxxx approval.
(vii)
For Service Provider-owned Equipment only, ensuring refresh procedures are carried out according to agreed upon refresh plans (proposed by Service Provider).
(viii)
Verifying remote connectivity and access to equipment.

-6-


Monitoring and Resolution Services
4.7
Service Provider shall monitor for and respond to issues with servers, storage, and database performance (or degradation thereof) twenty-four (24) hours per day every day of every year including:
(a)
Performing proactive, reactive, and real-time troubleshooting to effectively identify potential incidents, and attempting to eliminate incidents before they occur.
(b)
Monitoring and managing the Infrastructure for Service degradation including detecting, isolating, diagnosing and recommending corrective actions, including Systems capacity reporting.
(c)
Monitoring the performance and availability of the Services from an end user perspective (for example, monitoring performance at the input and output (“IO”) path level from a server to associated storage as a means of identifying and subsequently resolving congestion from the back end of a System to the end user).
(d)
Using Xxxxxx approved tools that incorporate machine learning (where applicable) and dynamic performance thresholds (minimum and maximum) based on requirements from Xxxxxx, provide automated alarms and indication of incidents when mutually agreed upon thresholds are exceeded (e.g., utilization parameters, memory limits).
(e)
Implementing a method (as approved by Xxxxxx) for automatically detecting and creating an incident ticket for any issue, with automated resolution capability.
(f)
Following, reporting, and executing corrective action procedures approved by Xxxxxx.
(g)
Reporting overall availability, key performance metrics, device trends, one-off and recurring issues, corrective action recommendations, Third Party performance metrics, and other key System attributes indicated by Xxxxxx on a daily, weekly, and monthly basis, including historical data.
Support Services
4.8
Service Provider shall perform support Services for Xxxxxx'x server, storage, database, and network environments, including:
(a)
Performing Equipment and Software maintenance in accordance with manufacturer warranty and Xxxxxx requirements.
(b)
Correcting incidents associated with failure or degradation of the performance of Equipment and Software, and providing break-fix support, advice and assistance in accordance with manufacturer warranty and Xxxxxx requirements.

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(c)
Performing System remediation to ensure compliance to Xxxxxx standards such that non-standard alterations to Systems are identified during Service calls and remediated upon Xxxxxx approval.
(d)
In the event Service Provider must replace Equipment and/or Software in order to conduct a repair, restoring the environment to the previous state including configuration and data, and providing Equipment and/or Software that is an identical or an improved model, as per Xxxxxx approval.
Operations Services
4.9
Service Provider shall operate Xxxxxx server (physical and virtual), storage, database, and network environments, including:
(a)
Performing necessary System administration, including but not limited to:
(i)
Performing patching (application/OS layer/hardware) as per Xxxxxx defined schedule, including but not limited to bug-fixes, security issues, and firmware.
(ii)
Performing proactive, reactive, and real-time troubleshooting to effectively identify potential incidents, and attempting to eliminate incidents before they occur.
(iii)
Supporting, creating, testing, and implementing scripts.
(b)
Performing health check on all environments to generate compliance, usage and capacity reports on a daily basis, and provide long-term capacity reporting and forecasting trends, including but not limited to fail-over tests.
(c)
Installing Equipment and infrastructure Software and customizing infrastructure Software, including writing scripts, customizations, and interfaces; loading applications; or other activities as required to ensure the proper operation of all Equipment and Software.
(d)
Managing file Systems, including optimizing logical and physical attributes.
(e)
Running or terminating utilities to minimize the impact to Xxxxxx end users.
(f)
Configuring and reconfiguring Equipment and Software as required or requested by Xxxxxx, including any required Third Party support.
(g)
Modifying infrastructure Software to provide interfaces between Xxxxxx Systems while maintaining any existing special user interfaces.
(h)
Engaging third parties (as approved by Xxxxxx) necessary to complete the requests within the defined Service Level, including but not limited to the following tasks:
(i)
Connecting with relevant third parties when an incident arises.
(ii)
Working with relevant third parties until incidents are resolved.

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(iii)
Communicating with relevant third parties to understand the root cause of an incident.
(iv)
Collaborating with relevant third parties to implement a solution that will prevent future incidents from occurring.
(v)
Following up with relevant third parties to implement a workaround.
(vi)
Following up with relevant third parties to understand when a fix will be available, and informing Xxxxxx accordingly.
(i)
Following the completion of the Transition, the Service Provider will perform patch implementation work as part of the Services using Service Provider Personnel, utilizing the patch baseline and backlog to be shared by Xxxxxx within two (2) weeks after the Effective Date. In the event Xxxxxx seeks to materially alter the backlog patch management plan and process (as used by Xxxxxx as of the Effective Date or, to the extent applicable, as modified pursuant to the Detailed Transition Plan), the Service Provider may propose to implement such changes via a chargeable Project to accelerate the application of patches and reduce the backlog. With the exception of planned patches that were not implemented on-time based on Service Provider’s error or omission, the risks associated with security and operational vulnerabilities created by the backlog of unapplied patches remains with Xxxxxx. The Service Provider will be excused from its obligations to meet Service Levels to the extent a Service failure results from the backlog of unapplied available patches, in each case except to the extent that the reason the applicable patch was not applied is the result of Service Provider’s error, omission or delay.
Back-up and Recovery Services
4.10
Service Provider shall administer and monitor back-up and recovery Services, including but not limited to:
(a)
Backup report management to include access, bundling, de-duplication, replication, retention, splitting, encryption, distribution, and backups.
(b)
Back-up processes, procedures, schedules and timeframes in compliance with Xxxxxx specifications (for example OS file Systems and OS System image, Xxxxxx exclusion lists at the Service Level, etc.) including off-site production mirrors.
(c)
Online report management to include access, indexing, retention, distribution, archiving, viewing, splitting, and backup Systems that include multiple tier viewing Systems.
(d)
Recovery procedures, including online, partial or other recovery procedures.
(e)
Supporting on and off-site retention per Xxxxxx policies.
(f)
Performing on-going (per Xxxxxx’x schedule) inter-site transfers of secure data in case of disaster.

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(g)
Performing ad-hoc backups on demand.
(h)
Performing full or partial recovery on demand (and as required by any regulatory requirements).
(i)
Managing exclusion lists (as directed and/or provided by Xxxxxx policy) at the server level.
(j)
Configuring and scheduling backup and recovery tools.
(k)
Developing for Xxxxxx approval and implementing data migration, archival, backup, catalogue maintenance, and retention management procedures.
(l)
Implementing and ensuring the successful completion of backup procedures, including installing and configuring components, testing restoration integrity, scheduling backups, and executing on-demand backups.
(m)
Implementing and ensuring the successful completion of archival procedures, including installing and configuring components, scheduling archival processes, and executing on-demand archivals.
(n)
Implementing and ensuring the successful completion of recovery procedures, including online, partial, or other recovery procedures.
5.
SERVER SERVICES
Operations Services
5.1
Service Provider shall operate Xxxxxx server environments (physical and virtual), including:
(a)
Managing file transfer with third parties including but not limited to FTP, SFTP.
(b)
Implementing and testing high availability and load balancing for Servers (e.g., server farms).
5.2
Service Provider shall schedule and monitor approved jobs as per Xxxxxx approved schedule. Service Provider shall escalate any issues leading to delays, failure or schedule conflicts of jobs to relevant technical teams following appropriate ticketing and escalation processes.
5.3
Service Provider shall perform following tasks related to enterprise scheduling
(a)
Monitoring batch processing jobs utilizing Xxxxxx approved and/or provided tools and complying with all Xxxxxx standards, procedures, and time frames.
(b)
Implementing processing schedules to meet Xxxxxx'x guidelines and fulfill the Services.

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(c)
Informing/escalating to the relevant teams for Resolving scheduling conflicts, enhancing critical path and otherwise integrating the schedules in accordance with all Xxxxxx policies and as necessary to deliver Services.
(d)
Running, monitoring, and maintaining processing tasks (including production, development, quality assurance and other processing tasks) according to the established schedules.
(e)
Completing processing within Xxxxxx specified and Service Provider published time frames, in the approved sequence, and fulfilling requests for expedited and/or special processing needs by Authorized Users, while achieving successful batch throughput, according to Xxxxxx specifications.
(f)
Assisting relevant teams in Performing trend analysis to highlight production problems; planning and implementing solutions to remediate and prevent issues proactively.
(g)
Providing Xxxxxx with proactive and timely notifications and updates on any issues that may affect the completion of batch jobs.
(h)
Providing access to Third Party suppliers to schedule and monitor jobs per Xxxxxx’x guidelines.
(i)
Service Provider to repair and resolve abnormal batch terminations when possible using SOPs (including Xxxxxx and/or application team provided SOPs), communicating terminations to Xxxxxx Authorized Users and performing job restarts with Xxxxxx’x acknowledgement and approval.
(j)
Configuration and management of lights out interfaces (e.g., iLOs)
5.4
Virtualization Services – in addition to other requirements for all servers above, Service Provider shall perform further operational tasks, functions, and activities related to Xxxxxx'x virtual server environment, including:
(a)
Performing physical to virtual migrations as directed by Xxxxxx.
(b)
Supporting, creating, testing, upgrading, and monitoring host servers.
(c)
Supporting, creating, testing, upgrading and monitoring guest servers.
(d)
Supporting, creating, testing and monitoring remote, virtual application presentation, or other servers in Xxxxxx'x environment, including:
(i)
Maintaining and managing published virtual applications.
(ii)
Performing workload management of virtualized environment.
(iii)
Managing guest balancing optimization
(iv)
Managing application administrative roles.

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(v)
Managing and reporting on usage (e.g., license utilization or other key indicators), performance forecasting, and other metrics identified to Service Provider by Xxxxxx.
6.
STORAGE AND DATABASE SERVICES
Operations Services
6.1
Service Provider shall support storage and database environments per Xxxxxx policy, including:
(a)
Modifying infrastructure Software to provide interfaces between Xxxxxx Systems while maintaining any existing special user interfaces.
(b)
Managing Xxxxxx'x capacity quotas and notifying authorized internal or external users and end users per Xxxxxx'x specifications.
(c)
Managing storage in a manner that maintains the availability and protects the integrity of such data to meet Xxxxxx requirements, including:
(i)
Managing, monitoring, optimizing and controlling storage performance including but not limited to multiple tiers.
(ii)
Ensuring that storage Systems are optimized per original equipment manufacturer (“OEM”) recommendations and best practices.
(iii)
Allocating, de-allocating, and re-allocating storage as required or requested by Xxxxxx.
(iv)
Migrating data as required or requested by Xxxxxx.
(v)
Recommending and implementing Xxxxxx security practices (e.g., logical unit masking) to prevent unauthorized storage access.
(vi)
Managing and enforcing Xxxxxx data retention policies.
(d)
Supporting and ensuring access to environments, including administrative activities required to add or delete access.
(e)
Planning and coordinating Software moves between environments (development, quality assurance, test, and production) as required to meet Xxxxxx specified timelines and to meet the Service Levels.
(f)
Managing remote function call (RFC) interfaces to ensure that all Systems are operating correctly and are fully functional.
(g)
Providing data recovery assistance for problem resolution and contingency testing.
(h)
Providing testing support for Xxxxxx Application development Projects including:
(i)
Operating and loading development, test, and staging environments.

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(ii)
Testing test plans and scripts; generating, loading and refreshing test data; unit testing; System testing; integration testing; regression testing; performance testing; stress testing and supporting user acceptance testing (UAT).
(i)
Providing guidance and coordination for all activities during Software installations and routine maintenance including interfacing with and, as appropriate, managing Xxxxxx groups, Other Service Providers and other relevant groups.
(j)
Participating in incident and crisis management activities including interfacing with and, as appropriate, managing Xxxxxx groups, Third Party suppliers and other relevant groups.
(k)
Managing and installing Software and customizing Software, including writing scripts, customizations, interfaces, or other activities as required to ensure the proper operation of all Equipment and Software.
(l)
Interfacing with Xxxxxx to ensure storage is available and provisioned on time.
(m)
Promoting objects from pre-production to production.
(n)
Performing update activities, at the direction of Xxxxxx, including:
(i)
Installing and/or applying patches and/or fixes based on Xxxxxx security standards.
(ii)
Performing database management Systems (DBMS) upgrades as directed by Xxxxxx.
(o)
Performing database optimization and tuning support activities per Xxxxxx requirements including:
(i)
Assisting development teams in optimizing SQL statements (indexes, selects, etc.).
(ii)
Assisting development teams in optimizing the database.
(iii)
Implementing database Application schema and/or changes.
(iv)
Managing and, upon approval from Xxxxxx, correcting System and DBMS performance issues.
(v)
Recommending and implementing database reorganization strategies.
(vi)
Tuning database Application level performance (e.g., SQL/Oracle Query optimization, NoSQL, Hadoop).
(vii)
Reporting database capacity constraints and growth requirements when internal thresholds are exceeded, as thresholds are defined on an ongoing basis in various monitoring tools.

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(viii)
Tuning database System level performance (e.g., performance ratios, I/O load balancing, memory buffers).
(ix)
Updating database clusters.
(x)
Managing workloads.
(xi)
Adding and/or removing nodes.
Back-up and Recovery Services
6.2
Service Provider shall perform all back-up and recovery Services for the storage and database environment, including but not limited to:
(a)
Implementing procedures for recycling media regularly, managing media replacement, and recopying media to provide data integrity and quality.
(b)
Implementing procedures for encrypting media per Xxxxxx specifications.
(c)
Implementing procedures for recopying storage media as necessary to minimize errors.
(d)
Implementing procedures for retrieving backed-up and archived storage media (onsite or offsite) as requested by Xxxxxx, and if not otherwise requested by Xxxxxx, as required to support the Services.
(e)
Implementing a procedure for retrieving randomly selected backed-up and archived data sets, as specified by Xxxxxx and representing a significant amount of data, on a regular basis as a test and verifying that the data can be restored in a usable fashion.
(f)
Monitoring and providing a monthly report to Xxxxxx on the number and types of back-up failures and storage System usage parameters.
(g)
Developing and implementing plans to eliminate back-up failures as required or requested by Xxxxxx.
7.
DATABASE SERVICES
Environment Control and Scheduling Services
7.1
Service Provider shall perform job management activities across all environments (e.g., production, test, development) including:
(a)
Characterizing the workload of production jobs.
(b)
Designing and managing concurrent queues.
(c)
Creating and maintaining concurrent job schedules.
(d)
Monitoring concurrent job schedule execution.
8.
NETWORK INFRASTRUCTURE SERVICES

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Services Requirements
8.1
Service Provider shall be responsible for fulfillment of the requirements specified as Service Provider’s in this Exhibit, including:
(a)
Maintaining and updating (as required to document changes in Xxxxxx’x Network) Xxxxxx’x repository of Xxxxxx’x Network topology, applications, connectivity, projected traffic flows, and performance data/documentation based upon Xxxxxx provided information and Xxxxxx-specified requirements.
(b)
Validating network design including hardware, software and network platforms and utilizing Xxxxxx-provided testing and troubleshooting criteria.
(c)
Maintaining and updating documentation provided by Xxxxxx with regard to the network addressing plans, logical network device assignments and logical parameters for network management connectivity to Xxxxxx'x network.
(d)
Assisting in auditing Xxxxxx’x transport network and Customer Premise Equipment (CPE) devices using Xxxxxx provided documentation.
Monitoring and Resolution Services
8.2
Service Provider shall monitor for and provide Incident resolution Services for Xxxxxx’x network on a twenty-four (24) hours per day and three hundred sixty-five (365) days per year basis, including:
(a)
Monitoring and reporting regularly on the WAN performance (quality of Service indicators), and forecasting recommendations to Xxxxxx for capacity add and business justification, and coordinating with WAN service provider for non‑Xxxxxx managed routers.
(b)
Monitoring quality of Service reports that contain all information required by Xxxxxx (e.g., load indicators per location, CPU utilization, access link load, LAN segment load, router availability, traffic volume).
(c)
Providing proactive surveillance and monitoring Services for all Xxxxxx sites, including:
(i)
Providing fault reference information to Xxxxxx.
(ii)
Providing trouble shooting results, including but not limited to packet capture analysis.
(iii)
Dispatching faults to the appropriate entities.
(iv)
Providing periodic updates to Xxxxxx on the progress of fault resolution.
(v)
Minimizing the number of duplicate cases opened and recommending process changes to consolidate duplicates.

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(d)
Monitoring and monthly report generation for voice over IP (“VoIP”) usage and quality of Service with executive summary, location of equipment, voice quality indicators, and performance indicators.
Support Services
8.3
Service Provider shall perform support Services for Xxxxxx'x XXX, WAN, and perimeter environments, including:
(a)
Resolving incidents, performing change requests, performing Service Requests, and maintaining reports.
Operations Services
8.4
Service Provider shall operate Xxxxxx XXX, WAN, and perimeter environments and perform required activities, including:
(a)
Dispatching spares, and/or field Services engineers to Xxxxxx Sites if replacement parts, or on-site repair or technical support are needed.
(b)
Supporting Xxxxxx network Services including:
(i)
Third Party suppliers in transporting voice, data, and video protocol from the LAN to the WAN and perimeter environments and between sites.
(ii)
Secure internet communications and terminations per Xxxxxx specifications and standards.
(iii)
High availability and load balancing of network ports as designated by Xxxxxx, and maintaining, as need Xxxxxx’x firewall and load balancing configurations.
(c)
Supporting wireless local area network (“WLAN”) Services and devices in Xxxxxx Sites including:
(i)
Securing WLAN access points for internal Xxxxxx users per Xxxxxx'x standards.
(ii)
Securing WLAN access points for guest (non-Xxxxxx) users per Xxxxxx'x standards.
(iii)
Periodically reviewing usage data and the performing of Service optimization for employee-level Services (remote access dial plans, network bandwidth etc.).
(d)
Utilizing a Xxxxxx-provided database of specific information regarding the logical address configuration(s) of the Service Provider Customer Premise Equipment (CPE) and Xxxxxx Equipment and associated Software specifications, including:

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(i)
Administering changes made to access lists, device passwords, and using secured community strings for simple network management protocol (“SNMP”) access.
(ii)
Performing configuration changes due to maintenance and moves, adds, changes, deletes or similar changes in the database and reloading router configurations from the database and initiating Software updates to Xxxxxx Equipment with prior notification to Xxxxxx.
(iii)
Performing switch, wireless controller, and wireless access point upgrades and configuration, standardized (to Xxxxxx specification).
(iv)
Performing router, load balancer, and WAN optimization device upgrades and configuration, standardized (to Xxxxxx specification).
(v)
Performing firewall and other perimeter device upgrades and configuration, standardized (to Xxxxxx specification)
(e)
Implementing Xxxxxx’x videoconferencing traffic within the network by:
(i)
Ensuring dedicated access for video and a predetermined bandwidth per Xxxxxx policies.
(ii)
Connecting videoconferencing devices and supporting endpoints.
(f)
Providing WAN operational support regarding the internal Xxxxxx Network, including:
(i)
Maintaining the secure perimeter structure to comply with Xxxxxx'x security policy.
(ii)
Monitoring internet access points of presence in multiple geographically diverse data center sites.
(iii)
Administering IP address management System (e.g., DNS, and DHCP).
(iv)
Procuring via Xxxxxx’x procurement team, resizing and decommissioning network circuits and access points as per Xxxxxx requirements.
(g)
Administering quality-of-Service mechanisms, across telecommunications paths to support data, voice and video traffic as well as latency and jitter sensitive applications to Xxxxxx.
(h)
Coordinating dispatch of support specialists as necessary to provide Authorized Users with operational and technical support and to meet required Service Levels.
(i)
Coordinating install, move, add and change of data and voice Services with Xxxxxx, Service Service Provider, and Third Party suppliers.
(j)
Coordinating PBX/Voice Mail/CMS backups of the voice equipment, and maintaining backup logs according to Xxxxxx processes.

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(k)
Performing Network Equipment loads and configuration.
(l)
Implementing work around and resolution activities with Xxxxxx, Service Provider, and Third Party suppliers as required.
(m)
Collaborating with Third-Party Service and maintenance suppliers as necessary to keep voice and data Equipment and Software in good working order.
(n)
Coordinating dispatch of support specialists (Xxxxxx, Service Provider, and Third Party supplier) as necessary to resolve Network Incidents or Problems.
(o)
Participating in Third Party supplier management Services:
(i)
Incident management with Carriers including triage and restoration Services.
(ii)
Coordination of Root Cause Analysis (RCA) process with Carriers.
(iii)
Participation in monthly review forums with Carriers.
(iv)
Coordination of dispatch Services and/or contact relevant Third Party supplier(s) when Problems cannot be resolved remotely.
(v)
Verifying restoration of availability following Incidents with Data Network, Voice Network and/or Network Equipment.
(vi)
Support Xxxxxx with managing existing Third Party supplier service levels to ensure proper problem acknowledgment, and status responses.
9.
TELEPHONY
9.1
Service Provider shall provide for the administration of Xxxxxx’x Voice Network infrastructure, as well as provide telephony managed Services to all in-scope Xxxxxx sites.
(a)
Supporting Voice telephony Services including:
(i)
Coordinating with existing Voice/Telephony Service Provider for inbound/outbound national and international calls.
(ii)
Voice mail, including:
(A)
Customizable user level voice mail account options, including user greetings, notifications delivered to external phone Systems, fast forwarding and reversing settings, message skipping, enterprise and group message delivery, message sending, forwarding.
(B)
Interfacing with Xxxxxx'x internal communications groups to coordinate enterprise voicemail broadcasts and ensure compliance with internal communications standards.
(C)
Ensuring an easy-to-use, intuitive interface for setting user level voice mail account options and making user training available as required.

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(iii)
Enforcing Xxxxxx'x security policy including sensible password rules.
(iv)
Fixed-to-Mobile call direction.
(v)
Desk sharing (user specific Services) and number portability.
(b)
Providing access to all statutory geographic specific emergency Services, including 911, 999, 112, and location origination tracking.
(c)
Reviewing all transport Service Provider charges.
(d)
Validating that only valid toll charges have been applied to Xxxxxx.
(e)
Reviewing and reporting abuses of long distance Services.
(f)
Investigating whenever Xxxxxx exceeds Xxxxxx designated thresholds and coordinating activities with the transport Service Provider, including conferencing charges (e.g., bridge calls).
(g)
Monitoring and reporting toll usage and toll fraud, and proposing cost savings opportunities (e.g., VoIP vs. traditional PSTN)
(h)
Monitoring end user usage to detect termination of potentially unresolved calls due to issues such as poor audio quality.
(i)
Managing Xxxxxx applications used for video conferencing (e.g., Cisco WebEx, Slack, etc.).
(j)
Working with Xxxxxx approved Third Party suppliers for managing tele/video conferencing on ad hoc basis as required by Xxxxxx.
(k)
Monitoring telephony circuit usage and provide recommendations on capacity changes and/or decommission.
(l)
Recovering extension numbers upon receiving notices of termination, long-term disability, retirements, and other notices from HR.
(m)
Complying with all Xxxxxx policies regarding international, federal, and state regulations.
(n)
Complying with all Xxxxxx policies regarding federal and state “Do not Call” regulations.
(o)
The Service Provider shall perform and administer voice systems, including participation in:
(i)
Incident resolution,
(ii)
Package administration,
(iii)
Supplier (OEM) coordination,
(iv)
Root cause analysis,

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(v)
Change management,
(vi)
Operating System (OS) and patch management, and
(vii)
Capacity planning.
(p)
The Service Provider shall manage Cisco UCCE contact center technology platform, including IVR for agent routing, skilling, and delivery of Omni-channel contact interactions and administer voice systems, including:
(i)
Reskilling/routing management as needed by business demand
(ii)
Maintaining business open / close hours rules, including holiday exceptions
(iii)
Maintaining FAD agent desktop technology/upstream works gadgets for agent interactions, and other technologies defined
(iv)
Building and maintaining CUIC and other reporting mechanisms on demand for business need
(v)
Recommending upgrade/patch/break-fix as needed
(q)
The Service Provider shall manage contact center productivity tools like the NICE suite, including:
(i)
Voice analytics
(ii)
Engage call recording
(iii)
IEX workforce management
(r)
Implementing voice links against different PBX's and Network elements.
(s)
Supporting integration with any Xxxxxx specified call center technology applications
(t)
Operating Xxxxxx’x voice telephony environment, and perform required activities, including:
(u)
Passively monitoring each conference by utilizing monitoring tools that allow the operator to view conference statistics (e.g., packet loss, jitter etc.) without being an active participant in the meeting via audio or video
(v)
Monitoring Customer Premise Equipment (CPE) interfaces within the Service boundary in-band and out-of-band
(i)
Performing diagnostic testing of CPE interfaces and isolate, sectionalizing and identifying faults as being physical or logical in nature
(ii)
Identifying sites that are trending toward or operating above threshold levels so that Xxxxxx can consider network upgrades or changes
(iii)
Working with Xxxxxx in reviewing the exception analyses and performance capacity reviews

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(iv)
Maintaining the performance Capacity Management performance thresholds
(w)
Coordinating with remote field Services teams to performing Install, Move, Add, Change and De-Install (IMACD) Services.
(x)
Installing Equipment, consumables and all other equipment and/or Software required to support the Services
(y)
Supporting the retirement and replacement of equipment, including:
(i)
Purging data and Software per Xxxxxx requirements and specifications.
(z)
Participating in Third Party supplier management Services:
(i)
Escalation of Carrier performance issues.
(ii)
Incident Management with Carriers include triage and restoration Services.
(iii)
Coordinating Root Cause Analysis (RCA) process with Carriers.
(iv)
Participating in monthly review forums with Carriers.
(v)
Coordinating dispatch Services and/or contact relevant Third Party supplier(s) when Problems cannot be resolved remotely.
(vi)
Verifying restoration of availability following Incidents with Data Network, Voice Network and/or Network Equipment.
10.
BUSINESS CONTINUITY PLANNING
10.1
The Service Provider shall comply with BCP/DR policies in Schedule 14 (Xxxxxx Policies) and Schedule 23 (Business Continuity and Disaster Planning) of the Agreement, and additionally Service Provider shall test all redundant infrastructure devices in alignment with Xxxxxx patching schedule and coordinate maintenance windows to minimize business impact.
10.2
For each incident with business impact, Service Provider shall notify Xxxxxx management as per Xxxxxx tiered notification requirements.
11.
DISASTER RECOVERY
11.1
Service Provider shall comply with BCP/DR policies in Schedule 14 (Policies and Procedures) and Schedule 23 (Business Continuity and Disaster Planning) of the Agreement, and additionally Service Provider shall support Disaster Recovery Services Management so as to reduce IT related risk to Xxxxxx'x’ business as it pertains to other Service Provider responsibilities and including:
(a)
Participate with all other teams as required, both internal to Service Provider and to Xxxxxx, to provide all disaster recovery management and recovery of Services herein.

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(b)
Follow a prioritized Service list based on a business impact analysis review and approval for the Service recovery class, as provided by Xxxxxx.
(c)
Working with Xxxxxx on the creation of recovery plans, including developing Services and plans.
(d)
Monitoring, tracking, and reporting, with Xxxxxx teams, updates to Disaster Recovery environments and Disaster Recovery testing environments, as required, and based on all approved Changes.
(e)
Reporting DR metrics as specified by Xxxxxx.
(f)
Escalating any questions or issues to Xxxxxx.
(g)
Processing recovery classification requests for updating Configuration Management Database (“CMDB”) with approved classification indicators (as identified in a Xxxxxx approved business impact assessment).
(h)
Documenting all disaster recovery procedures according to Xxxxxx specifications, policies and procedures.
(i)
Updating and archiving DR documentation as required by Xxxxxx.
(j)
Assisting with all documentation related to disaster recovery management and recovery in a centralized location according to Xxxxxx specifications policies and procedures.
(k)
Participating in Projects to on-board new or upgrading applications and Services into Disaster Recovery Services program as specified by Xxxxxx.
(l)
Notifying Xxxxxx and coordinating updates to disaster recovery plans and documentation for applications and Services marked for retirement.
(m)
Executing the disaster management and recovery plans and activities according to Xxxxxx specified criteria for exercise/testing, including:
(i)
Validating the disaster management and recovery plans as required by Xxxxxx.
(ii)
Participating in disaster simulation exercise with Xxxxxx once per year.
(iii)
Participating in disaster simulation exercise with Xxxxxx as dictated by individual state requirements and per Xxxxxx instructions.
12.
DATA CENTER REQUIREMENTS (CONDITIONAL)
12.1
The Data Center requirements captured in this section only applies if the Service Provider provides the data center (owned or Co-Lo) at any point during the life of the contract.
(a)
Service Provider shall, in as many locations as necessary (pursuant to Xxxxxx policies, regulations, end user considerations, latency considerations, etc.), provide data center Services in data centers with a minimum rating of “tier 3” as defined by TIA-942

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(xxx.xxxxxx.xxx) data center standards, or the latest published standards of a similar nature approved by Xxxxxx, that, at a minimum, enables compliance with the Service Levels.
(b)
Service Provider shall provide Xxxxxx with a geographical map of the environment surrounding the proposed Data Center Co-Lo facility locations that contains information including but not limited to any historical natural disasters, and proximity to major public cloud suppliers locations.
(c)
Each Data Center facility will provide certification/documentation proving compliance with all required standards and industry conventions, at a minimum to include SSAE16 and ISO 27001 standards.
(d)
Service Provider shall provide secure contiguous space in a facility that meets Xxxxxx architectural requirements.
(e)
All facilities hardware (electrical, mechanical and environmental) shall be supported by valid maintenance contracts.
(f)
Service Provider shall provide functional phone lines, not dependent on shared infrastructure.
(g)
Service Provider shall provide internet access for Xxxxxx personnel.
(h)
Service Provider shall ensure the distance to the telecommunications room from all Xxxxxx Equipment will be in accordance with manufacturer specification and leading practices based on cable utilized (e.g., UTP fiber).
(i)
Service Provider shall provide Xxxxxx with a work area, power, network access and phones for Xxxxxx to perform on-site activities related to Xxxxxx Equipment within 24 hours of communicated arrival at Service Provider provided facility.
(j)
Service Provider shall provide sufficient space to meet all server requirements including application, storage and networking (voice and data).
(k)
Data center walls and entry points shall be of solid and secure construction with a minimum use of windows and complete facility reinforcement using code recommended bracing Systems.
(l)
Service Provider shall provide a Data Center capacity plan each year on the anniversary of the commencement date and will plan any future capacity upgrades for contiguous space, servers, storage, and network equipment.
(m)
A fire suppression System shall be utilized in accordance with Xxxxxx requirements.
(n)
Providing sufficient physical storage, temporary and long term, to house any and all Xxxxxx, Service Provider, or Third Party Equipment.

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Power Systems
(o)
Primary power shall be available through correctly sized circuits to support maximum device loads (both startup and running).
(p)
All high voltage and low voltage wiring shall be installed and maintained according to all applicable IEEE, IEC, NEMA and TIA/EIA standards.
(q)
Dual independently pathed and separately ingressed electrical and network feeds shall be maintained into all cabinets and Equipment (where supported), and other secure areas from the electrical grid.
(r)
Service Provider shall ensure that all standard 120/220/380 volt device redundant power connections are provided.
(s)
Each data center (i) shall be equipped with a backup generator with a fuel tank capacity and fuel delivery arrangement large enough to ensure running at full load for at least 7 days, or as specified by Xxxxxx BCP/DR policies and requirements, and that supports the entire data center, including but not limited to critical Services such as HVAC, lighting; (ii) shall meet all disaster recovery and business continuity requirements; and (iii) shall have a running failover test successfully performed quarterly.
(t)
Redundant power connections shall be made available as per Xxxxxx requirements.
(u)
Redundant power shall be supplied by the backup generator as per Xxxxxx requirements.
(v)
Providing continuous power of fifteen (15) minutes, or as specified by Xxxxxx BCP/DR policies, to ensure successful power transfers between uninterruptable power supplies and other back-up Systems.
(w)
Uninterruptable power Systems and surge protection shall be in place to prevent power surges and ensure seamless failover to the generator.
(x)
Standard ground fault interrupter switching shall be maintained for all premises meeting Xxxxxx requirements.
Telecommunication Systems
(y)
Service Provider shall verify that dual, independently pathed, and separately ingressed telecommunication (both voice and data) circuits shall be utilized which are engineered to provide full carrier diversity at the local level.
(z)
Service Provider shall maintain the capability to increase / decrease access, port speed, and quality of Service mechanisms integrated with Xxxxxx'x network environment, all as requested by Xxxxxx.

-24-


Cable Management
(aa)
Service Provider shall, with respect to each Data Center, utilize either ‘access flooring’ or ‘overhead cable management Systems’ for all new and existing cable and power distribution conduits, piping, and other carrier Systems (which shall all be in accordance with and approved pursuant to local building, electrical and code regulations, in addition to Xxxxxx requirements).
(bb)
Latest IEEE/EIA/TIA industry cable standards shall be followed in all instances.
(cc)
All cables shall be organized, easily traceable, and appropriately dressed, to meet Xxxxxx’x needs, and the Service Provider shall provide photographic evidence following each change.
(dd)
Cables shall be properly organized and located below the raised floor or in overhead cable trays.
HVAC
(ee)
Service Provider shall ensure that redundant air handling equipment is installed to ensure that in no case, including in the event of a single unit failure, either head or roof, the temperature shall remain within an acceptable range in all locations within the data center and shall not exceed 26 degrees Celsius.
(ff)
Service Provider shall cause air handling equipment to produce the necessary tons of air based on wattages per square foot for electronic equipment and free space to maintain an average temperature of 21 degrees Celsius in all locations within the data center.
(gg)
Service Provider to cause water detection and humidity detection devices to be installed around all air conditioning and other environmental units (and any other possible water entry points).
13.
RESPONSIBILITY MATRIX
The Service Provider shall perform the Services in a manner which complies with the responsibility matrix set out below. The table below is a RACI matrix in which:
•
R corresponds to “responsible” – the Party indicated is responsible for doing work as needed to complete the task;
Ÿ
A corresponds to “accountable” – the Party indicated is responsible for the correct completion of the task, which may be carried out through advance planning, oversight, or post-completion verification
Ÿ
C corresponds to “consulted” – the Party indicated is one whose opinions are to be solicited by the other parties indicated with an R or A
Ÿ
I corresponds to “informed” – the Party indicated is to be kept up to date by the other parties indicated with an R or A

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Service
Detailed Task Description
Xxxxxx
Infosys
Documentation – SOPs, Procedures
Maintain documentation related to operational activities (escalation instructions, contingencies, etc.)
 
RA
Policies & Procedures
Review and approve documentation related to operational activities (escalation instructions, contingencies, etc.)
RA
 
Incident management
Incident handling and Coordination
 
RA
New Tools & Technology
Propose new or alternate technology solutions for Xxxxxx Review
C
RA
New Tools & Technology
Approve the proposed new or alternate technology solutions
RA
 
Monitoring, reporting
Proactive response to automated alerts, take action within established SLA's for availability, response times, etc.
 
RA
Monitoring, reporting
Periodic review of activities that were performed as a result of direct response to alerts.
C
RA
Monitoring, reporting
Review systems logs (manual or via automation tools) and report on anomalies and concerns.
 
RA
System Administration
Install, Update and Configure system software.
 
RA
System Administration
Inform Xxxxxx team regarding upcoming critical patches and plan/schedule new upgrade/patch rollout.
 
RA
Audit & compliance
Deliver evidence for requests for information, such as from regular formal audit reviews.
C
RA
Incident and Problem Management
Resolve incidents per agreed upon SLA's, etc. Perform troubleshooting and any necessary escalation within appropriate groups.
C
RA
Incident and Problem Management
Perform root cause analysis and deliver report.
C
RA
Incident and Problem Management
Handle escalations with 3rd party vendors within parameters of established maintenance/support contracts.
C
RA
Incident and Problem Management
Send out regular updates to keep Xxxxxx informed on current status.
 
RA
Incident and Problem Management
Handle problem management tasks (e.g. root cause analysis, follow-up fixes, etc.) as directed by Xxxxxx.
 
RA
Incident and Problem Management
Conduct performance analyses as required, per incident or otherwise (e.g. study based on reported trends or user experience, etc.).
 
RA
Access Management
Manage and maintain access to infrastructure management systems.
C
RA
Trending and capacity planning
Harness and extend monitoring and reporting capabilities, producing regular meaningful projections for Xxxxxx review. Includes resource usage as well as regular build activities.
C
RA
Trending and capacity planning
For all managed technologies, deliver regular report on system capacity and projections based on recent usage and/or growth trends.
 
RA
Change requests
Create, properly document, and execute changes in strict adherence with Xxxxxx change control processes
 
RA
Change requests
Report on changes and attend regular Change Advisory Board meetings
X
XX

-00-


Xxxxxx XX standards and policies
Adhere with any standards and policies set by Xxxxxx across services, providing feedback on standards and policies.
C
RA
Process improvement
Assess current processes and propose new recommendations that maximize efficiency, consistency, and accuracy of service/task delivered.
 
RA
Disaster recovery Maintenance, Management, and Testing
Execute annual DR testing activities including documentation of tests.
C
RA
Update DR documentation as necessary.
Service systems dedicated to DR (in accordance to technology specific indications as listed in other areas).
License Management
Report on license usage and inventory status to establish awareness towards renewals, etc. within established time frame for advance notice.
 
RA
Licenses Management
Procuring and renewing licenses
RA
 
Asset Management
Document and maintain accurate inventory of all hardware at covered data centres and branches.
 
RA
Asset Management
Reports on supported hardware warranty status establish awareness towards renewals, etc. within established time frame for advance notice.
 
RA
Innovation and architecture
Work closely with Xxxxxx technical governance team, to support Xxxxxx innovation initiatives such as Proof Of Concepts for new technologies, via architecture assessments, test implementations, test documentation, and provide recommendations and feedback.
 
 
Innovation and architecture
Provide Xxxxxx with operationalization plans for new technology.
C
RA
Third party management
Work with 3rd Party vendor for Problem resolution
C
RA
Third party management
Implement 3rd party vendor performance reporting
RA
 
Third party management
Work with Vendors on enablement, communicate processes and procedures in operational interactions
C
RA
Third party management
Work with Vendors on contractual interactions
AR
 
Third party management
Vendor Escalation management
A
R



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Appendix 2-B SECURITY SERVICES
MILBANK, TWEED, XXXXXX & XxXXXX LLP London





CONTENTS
Clause
 
Page
1.
Introduction
1
2.
Managed Security Services
1


(i)


1.
INTRODUCTION
1.1
This is Appendix 2-B (Security Services) Services forms part of the Agreement. All terms and conditions of the Agreement shall apply to this Appendix and any attachments hereto.
1.2
Service Provider shall provide 24x7x365 security monitoring and real time security analytics with escalation to and coordination with Xxxxxx teams as required.
1.3
Service Provider shall recommend improvements to Xxxxxx security technologies and processes, provide documentable assurance reports, and implement intelligent automation where possible to help improve Xxxxxx’x security posture.
1.4
Service Provider shall work within [redacted] environment and tools including but not limited to [redacted].
1.5
Service Provider shall support identity management process and supporting Tools.
2.
MANAGED SECURITY SERVICES
Services Requirements
2.1
Service Provider shall adhere to all Xxxxxx security requirements, including:
(a)
Enforcing all current and future Xxxxxx policies and procedures as communicated to Service Provider.
(b)
Ensuring Services comply with all local and regional regulatory requirements applicable to the Services in accordance with the Agreement, including but not limited to privacy, data retention, encryption, financial, auditing, and security.
(c)
Ensuring all Xxxxxx policies are adhered to and auditing such adherence as required by Xxxxxx regulatory and compliance policies.
(d)
Complying with Xxxxxx’x technical Security specifications.
(e)
Following all OEM standards and industry best practices for security incident management.
(f)
Creating and maintaining all documentation related to security incident management policies, procedures, Equipment, and Software in accordance with all requirements communicated to Service Provider from Xxxxxx, including:
(i)
Maintaining and reporting on log of incident types.
(ii)
Maintaining and reporting on incident identification plans, including responsibility and routing matrices between Xxxxxx and Service Provider.
(iii)
Maintaining and reporting on incident response plans, including normal prioritization and response processes, responsibility matrices between Xxxxxx and Service Provider, and response procedures to non-typical incidents.
(iv)
Maintaining and updating, as required by Xxxxxx, incident run books.
(v)
Maintaining and updating Service Provider contact lists and rosters.
(vi)
Maintaining and updating incident escalation processes.
(vii)
Maintaining and reporting on a log of threat types (e.g., Trojan, Key logger, Hacktivism).
(viii)
Maintaining and reporting on threat classification plans.
(ix)
Maintaining and reporting on vulnerability service levels and other metrics as defined by Xxxxxx in accordance with Xxxxxx policies.
(x)
Maintaining and updating vulnerability response plans as defined by Xxxxxx.
Administrative Services
2.2
Service Provider shall administer and provide access controls and auditing for Xxxxxx’x security incident management environment at Xxxxxx’x directions according to Xxxxxx’x auditing policies and standards as indicated in Schedule 14 (Xxxxxx Policies), including:
(a)
Maintaining ownership of privileged system accounts and delegating access to authorized users upon a request per Xxxxxx policies. This will include but is not limited to (i) using XXX for managing local admin access on all workstations and servers, and (ii) the use of a privileged access control system for system accounts, administrative (i.e. Domain accounts) accounts, and (iii) DBA accounts.
(b)
Administering IDs to ensure that only those privileges and authorities required for such IDs are provided to personnel, per Xxxxxx specifications.
(c)
Recording the activities of all users, including privileged system accounts, and providing such records (e.g., domain administrator logs, system logs, etc.) to Xxxxxx as permitted by local and regional regulatory specifications.
(d)
Reporting unauthorized users for management review and action per Xxxxxx policies.
(e)
Rescinding access privileges upon termination or request by authorized Molina personnel.
Monitoring and Resolution Services
2.3
Service Provider shall monitor Xxxxxx’x environment to identify potential security incidents, including:
(a)
Allowing Xxxxxx application and infrastructure teams to initiate on-demand vulnerability scans on applications, databases, and servers during development activities occurring within the application development or project lifecycle.
(b)
Providing access to Systems and Equipment as required by Xxxxxx teams. Xxxxxx retains the ownership of the software and execution function for scanning.



(c)
Scanning Xxxxxx technology for indicators of vulnerability, missing patches, and misconfigurations, including but not limited to:
(i)
Scanning web applications for indicators of vulnerability, missing patches, misconfigurations.
(ii)
Scanning applications and infrastructure components for indicators of vulnerability, missing patches, and misconfigurations.
(iii)
Scanning databases for indicators of vulnerability, missing patches, and misconfigurations.
(iv)
Scanning physical infrastructure components (e.g., servers, routers, switches, wireless controllers, non-superseded Microsoft patches, and operating systems such as Linux, Unix, and Windows) for indicators of vulnerability, missing patches, and misconfigurations.
(v)
Scanning mobile devices for indicators of vulnerability, missing patches, and misconfigurations.
(vi)
Scanning Xxxxxx’x code based solutions for indicators of vulnerability, missing patches, misconfigurations. This includes but not limited for the scanning of source code for any custom developed changes to applications and systems to identify malformed code.
(d)
Performing infrastructure, database, application, and operating system penetration tests as required by regulatory requirements in accordance with the Agreement. Xxxxxx may conduct these with 3rd parties to the Service Provider and will require support and timely remediation of any identified issues of concern.
(e)
Providing the capability to allow Xxxxxx to perform on-demand and independent scans. Xxxxxx may conduct these with 3rd parties to the Service Provider and will require support and timely remediation of any identified issues of concern.
(f)
Providing scan results consultation, remediation guidance and recommendations when needed by Xxxxxx. The cadence for this work and reporting will be determined by Xxxxxx, but likely to involve weekly activities.
Support Services
2.4
Service Provider shall perform all security incident, threat, and vulnerability management support services, in accordance with Xxxxxx’x policies (i.e. Incident Response Plan) including:
(a)
Supporting Xxxxxx regarding a security incident, threat, phishing attempt or vulnerability being identified.
(b)
Investigating active incidents and alerts.

-2-


(c)
Containing and resolving security incidents and events assigned to Service Provider based on a Xxxxxx approved security incident prioritization process.
(d)
Handling false positives.
(e)
Rule tuning.
(f)
Supporting triage of a security incidents or escalating appropriately as defined in Xxxxxx'x incident escalation process.
(g)
Supporting containment, eradication, and recovery services for security incidents.
(h)
Gathering evidence of security incidents for future investigation and analysis.
(i)
Coordinating with Xxxxxx to investigate the origin of security incidents.
(j)
Recommending and executing Xxxxxx approved post event remediation activities.
(k)
Participating in post mortem reviews as per Xxxxxx processes.
(l)
Monitoring, triaging, investigating and responding to incidents and/or security events on the PhishMe triage platform, including but not limited to:
(i)
Active incident and alert investigation based on PhishMe inbox emails.
(ii)
Proper classification and remediation of non-malicious emails.
(iii)
Incident tracking.
(iv)
Remediation and support of incidents/events.
(v)
Rule and recipe creation/tuning.
(vi)
Escalation of incidents as per Xxxxxx requirements.
(vii)
Documenting lessons learned from each security incident handled, making data available to Xxxxxx upon request and make recommendations for where Xxxxxx can improve its security posture.
(m)
Coordinating with Xxxxxx approved Third Party software vendors to gather security threat and vulnerability intelligence.
Consult with Xxxxxx CDC L2/L3 resources on containment and eradication strategy for priority zero and priority 1 incidents.
(n)
Providing on-demand vulnerability information to collaborate with Xxxxxx defined security and incident response teams (e.g., for zero day attacks, supervisory control and data acquisition (“SCADA”) exploits, threat management processes and services), including:
(i)
Building an internal threat intelligence program for threats that Service Provider detects that are targeted at Xxxxxx Systems.

-3-


(ii)
Associating vulnerability information to Xxxxxx defined risk levels and ratings.
(iii)
Communicating information and risk levels to Xxxxxx stakeholders as defined.
Operations Services
2.5
Service Provider shall perform all security incident management operations services, including:
(a)
Security incident monitoring, identification, and response.
(b)
Triage tickets raised by the Symantec Managed Service as possible incidents.
(c)
Support for 3rd party audits and performance of audit of controls in accordance with regulatory requirements such as HIPAA Security Rule and NIST SP 800-53.
(d)
Performing quality reviews, with Xxxxxx, of security incident processes.
(e)
Participating in security incident management simulations and exercises.
(f)
Reporting on security incident statistics, trends, and lessons learned.
(g)
Recommending enhancements to proactively avoid vulnerabilities.
(h)
Recommending security incident and vulnerability management process improvements for Xxxxxx review and approval.
(i)
Recommending updates to patches or other security measures to proactively avoid future security incidents.
(j)
Assisting with deployment of patches or other security measures.
(k)
Support the analysis of trends in threats and incidents (e.g., spikes in network activity, root cause analyses for repeat offenders, patient zero analysis for worm activity, account lockouts).
(l)
Ensuring that retention schedule complies with Xxxxxx requirements.
(m)
Support vulnerability management activities on hosts, network devices and off‑the-shelf applications that can be found in:
(i)
OS software
(ii)
Firmware
(iii)
Commercial applications.
(iv)
Custom-written and partner-written applications.
(v)
Misconfigured security safeguards.
(vi)
Unauthorized applications. Service Provider will assist with removal of unauthorized applications upon notification from Xxxxxx of their presence.

-4-


(n)
Service Provider shall support Xxxxxx'x security information and event management (SIEM) environment in a manner that meets all Xxxxxx requirements, including:
(i)
Support tuning activities to avoid false positives.
(ii)
Providing log management capabilities, including:
(A)
Maintaining chain of custody on data.
(B)
Support the ability to search log data, run reports, specify data retention periods, and specify compression of log data.
(C)
Maintaining ability to offload and store log data to an external data store (e.g., NAS, SAN).


-5-


Appendix 2-C END USER SERVICES
MILBANK, TWEED, XXXXXX & XxXXXX LLP London


 
i
 



CONTENTS
Clause
 
Page
1.
Introduction
1
2.
General Service Desk Services
1
3.
General End User Computing Services
8
4.
Endpoint Security
16
5.
Responsibility Matrix
17


(i)


1.
INTRODUCTION
1.1
This is Appendix 2-C (End User Services) forms part of the Agreement. All terms and conditions of the Agreement shall apply to this Appendix.
2.
GENERAL SERVICE DESK SERVICES
2.1
Service Provider shall provide Service Desk services in accordance with this Attachment, which Services shall be the single Level 1 point of contact for Users regarding tickets, which include events that cause or may cause an interruption or reduction of Services, as well as for requests for information and requests for Services relating to all of Xxxxxx’x IT Services.
2.2
Service Provider shall provide 24x7 hours of operation Sunday through Saturday of each week in the following languages: English.
2.3
Service Provider shall staff twenty-four (24) hours per day every day of every year a single point of contact for internal and external Users through a country-specific, central telephone number capable of routing callers to the appropriate Service Provider Personnel in the most efficient manner practicable (a “Service Desk”).
2.4
Service Provider shall manage the Service Desk and the ticket management process including:
(a)
Recording issues and work orders in a Xxxxxx approved ticketing System.
(b)
Performing contact prioritization and regularly (as directed by Xxxxxx and based upon Xxxxxx-provided Priority level definitions) informing Users of ticket status.
(c)
Providing Users with a ticket reference number associated with such issue or work order until such Users agree it is resolved.
(d)
Transferring the ticket per Xxxxxx approved escalation criteria and procedures to another Service Provider support group (e.g., server support) or another Third Party (if allowed pursuant to Xxxxxx approved procedures) as required.
(e)
If unresolved within a Xxxxxx specified and approved timeframe, transferring tickets to a higher level of support, per Xxxxxx standards and processes.
(f)
Maintaining incident ownership for the resolution and closure of the ticket even if support is performed by others, per the requirements set forth by the Service Levels in Appendix 6-A (Service Level Matrix).
(g)
Performing First Call troubleshooting and Resolution (“FCR”) of tickets, including but not limited to password resets, e-mail, office productivity tools, logon issues, shrink-wrap Software, custom applications (including complying with Xxxxxx provided scripts) and other First Call Resolution issues directed by Xxxxxx.
(h)
Resolving issues related to the Services.

-1-


(i)
Ensuring Service Desk personnel possess the appropriate customer service and technical skills and qualifications to provide technical Service Desk Services, including effective oral and written communication skills and a customer-focused attitude (e.g., correct, polite, helpful, understanding, clear and understandable language speaking, listening and writing skills) with specific requirements to be determined during Transition.
(j)
Ensuring Service Desk personnel have ongoing adequate training and documentation to stay current on new products, Services, Equipment, Software and technologies used by Xxxxxx.
(k)
Providing Level 1 support for all Xxxxxx IT environments, including:
(i)
Equipment, including but not limited to desktops, laptops, mobile devices.
(ii)
Infrastructure, including but not limited to voice and data network and Systems.
(iii)
Applications, including but not limited to productivity tools and business applications.
(l)
For those incidents which cannot be resolved by the Service Desk, Service Provider shall escalate to the appropriate Level 2 or 3 teams, whether Xxxxxx, Service Provider, or Third Party.
(m)
Defining a methodology for interfacing with Xxxxxx Level 2 and 3 support teams or external teams required to resolve an issue or provide a workaround.
(n)
Receiving phone calls, chats, and web-based incident submissions.
(o)
Complying with applicable regulations and data privacy laws and Xxxxxx policies relating thereto.
(p)
Providing self-help (self-service) support, including:
(i)
A web-based ticketing system (approved by Xxxxxx) including automated ticket registration by Users and capabilities for Users and Authorized Users to check status of specific tickets or groups of tickets based on Xxxxxx provided access control lists.
(ii)
Providing and updating a list of frequently asked questions (FAQs) and potential workarounds as approved by Xxxxxx and in compliance with Xxxxxx requirements.
(iii)
Create knowledge articles subject to Xxxxxx review and consideration for approval.
(q)
Complying with Xxxxxx requirements to accommodate Xxxxxx provided and Xxxxxx administered surveying and sentiment analysis, including providing a compatible call recording capability:

-2-


(i)
Jointly developing user survey questions and ratings with Xxxxxx.
(ii)
Conducting monthly satisfaction surveys and reporting on results and resolution time metrics.
(iii)Following up with Users on all negative surveys and sentiment analysis scoring and providing Xxxxxx a detailed plan within ten (10) days after completion of the survey or sentiment analysis to correct the causes of such dissatisfaction.
(iv)Complying with all performance management requirements associated with surveys and sentiment analysis.
(r)
Ensuring security processes are in place such that Service Desk calls are authenticated and users are correctly identified.
(s)
Identifying opportunities to improve Service Desk Services (e.g., automation, self-service, etc.) and making recommendations to Xxxxxx.
Technical Requirements
2.5
Service Provider shall support Xxxxxx in integrating Xxxxxx’x information technology Service management (“ITSM”) tools with Service Provider’s and Service Provider’s third parties' Systems (as directed by Xxxxxx) in a manner that ensures end-to-end Service management and seamless integration from an end user's perspective.
2.6
Service Provider shall accommodate multiple technology channels (inbound or outbound) to communicate with the Users (e.g., phone calls, chats, web-based), including:
(a)
Providing automatic call distributor (“ACD”) capabilities and reporting capabilities, all of which meet Xxxxxx specifications.
(b)
Pre-screening and appropriately routing caller based upon issue.
2.7
Service Provider shall perform chat Services in accordance with Xxxxxx specifications that will include the following:
(a)
Access to Xxxxxx chat Software to initiate chat sessions with Service Provider help desk personnel.
2.8
Service Provider shall provide Xxxxxx consultation regarding technology requirements (DSL, cable, etc.) when standard secure connectivity (e.g., VPN) is not available.
2.9
Service Provider shall provide Xxxxxx with forward looking view of advances in contact channels such that planning and implementing new contact channels may be considered for implementation on an annual basis according to Xxxxxx annual planning cycle.
Ticket Management
2.10
Service Provider shall perform ticket and ticket management, including:

-3-


(a)
For each Service Request or ticket reported, assigning a unique ticket number for tracking.
(b)
Assigning ticket Priority Levels to all tickets as defined by Xxxxxx'x policies, procedures, and Service Level agreements as specified in this Agreement.
(c)
Maintaining ownership of the ticket (regardless of disposition and in a manner that provides a seamless experience for all Users) through closure.
(d)
Providing Resolution for tickets the Service Desk owns, including, and in accordance with the Service Levels in Appendix 6-A (Service Level Matrix):
(i)
Updating the ticket work log with all relevant status updates and troubleshooting steps taken.
(ii)
Providing root cause analysis activities and proposing changes to the environment to eliminate future tickets from being reported when possible; creating relevant knowledge articles and/or contributing to existing knowledge base.
(e)
Engaging appropriate support teams for resolution in order to meet Service Level targets in accordance with the Service Levels in Appendix 6-A (Service Level Matrix).
(f)
Integrating the Service Desk with Xxxxxx’x functions, tools, and processes.
(g)
Supporting Xxxxxx as required in identifying, reviewing, tracking and communicating patterns and trends that are causing issues and escalating trends to appropriate groups as needed.
(i)
Obtain open lines of communication with appropriate escalation groups such that status and remediation from escalated pattern and trends can be communicated to Xxxxxx.
(h)
Providing special or very important person (VIP) Users (as designated by Xxxxxx) with priority service including accelerated response time for issues and access to the trouble System and ticket escalation.
(i)
Providing 24x7 support and VIP User support Service, including:
(A)
Meetings setup and associated support
(B)
MAC computer support
(C)
Mobile device support
(D)
WebEx and telepresence troubleshooting
(E)
Special event support (e.g., annual shareholders meeting)
(F)
Wireless access support, printing, and other technology support

-4-


(G)
Traveling with Xxxxxx executives (as per Xxxxxx directions) to provide technology support. Any travel, lodging & boarding expenses incurred for VIP support will be borne by Xxxxxx, in each case subject to the provisions of the Agreement regarding reimbursement of Service Provider expenses.
(ii)
Allowing Xxxxxx to reasonably nominate, at its sole discretion, VIP Users who will require VIP User support Services.
(iii)
Verifying that tickets to the Service Desk from VIP Users are recognized as such at the receipt of the ticket to provide VIP Users with the response from the Service Desk specified in the Service Levels.
(iv)
Notifying Xxxxxx using the approved process of all tickets generated from the VIP Users, including ticket status and other details as directed by Xxxxxx.
(i)
Closing tickets with defined category levels for reporting, analysis and tracking ticket results for process and knowledge improvement.
(j)
Proactively confirming with the affected User(s) that the problem has been satisfactorily resolved and closing the ticket after driving the ticket to complete resolution.
(k)
Ensuring that tickets are closed (pursuant to actual resolution of tickets) within the defined Service Level targets as specified within the Service Levels in Appendix 6-A (Service Level Matrix).
(l)
Provide the ability to discern and open additional tickets when a User(s) communicates a new issue arising from a closure contact.
2.11
Service Provider shall provide a Service Desk with that is in compliance with Xxxxxx processes for Service delivery and Service management, and is ITIL-conformant.
User Complaint Management
2.12
Service Provider shall respond to Users as well as Xxxxxx teams expressing concerns with Service provided during a call or otherwise, including:
(a)
Working with Xxxxxx in defining the procedures to be followed when complaints are raised, including:
(i)
Logging, tracking and reporting complaint remediation.
(ii)
Ensuring Xxxxxx is aware of complaints that may have financial or reputation implications.
(iii)Ensuring corrective actions are completed at all levels of Service Desk personnel.
(iv)Ensuring appropriate changes to processes are put in place.

-5-


(v)
Providing written communication to the User(s) logging the complaint, as appropriate.
Escalation Management
2.13
Service Provider shall escalate identified ticket resolution issues to the appropriate Xxxxxx management team(s) or support partners for tickets where the Xxxxxx team(s) owns the resolution activity, including:
(a)
Tracking tickets and ensuring that Service Provider provides periodic updates and ticket status, including:
(i)
Working with Xxxxxx in defining the criteria to escalate for a lack of ticket updates by the Service Provider teams.
(ii)
Maintaining and updating Xxxxxx'x contact, VIP, and escalation lists on a regular basis.
2.14
Working with Xxxxxx to define the escalation process based on Xxxxxx business requirements, including but not limited to “internal warm transfers” or “external warm transfers.”
2.15
Service Provider shall ensure User(s) can be transferred to appropriate Xxxxxx Supervisor or equivalent based on the defined escalation process.
Communication
2.16
Service Provider shall support Xxxxxx-provided methods and tools to announce outages, un-scheduled downtime and/or special announcements affecting Users (including any outages, un-scheduled downtime, and/or special announcements related to Third Party Services).
2.17
Service Provider shall notify Xxxxxx management wherever reasonably possible when Service Level targets related to issue resolution are at risk of being missed; this is above and beyond the reporting requirement as specified in Schedule 6 (Service Levels and Service Credits).
2.18
Service Provider shall promote self-help (Self-Service) support and educated Users to increase adoption of self-help (Self-Service) support.
Knowledge Management
2.19
Service Provider shall compile lists of knowledge articles where recommended solutions can be made available to the Service Desk and Users to increase the ability to resolve tickets.
2.20
Service Provider shall provide knowledge articles in a format for publication on Xxxxxx’x internal Systems and/or contribute knowledge articles in Xxxxxx Service Management tools (e.g., ServiceNow)

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2.21
Service Provider shall identify members on the Service Provider's team(s) to act as subject matter experts (SME) to:
(a)
Increase First Call Resolution (FCR).
(b)
Identify problems needing attention by higher level support teams.
(c)
Provide training to Service Desk teammates.
(d)
Provide quality reviews of new knowledge, training, processes.
Reporting / SLA Management
2.22
Service Provider shall comply with Xxxxxx’x monthly Service Level tracking and reporting requirements.
2.23
Service Provider shall provide real-time and ad-hoc reporting as required by Xxxxxx, including:
(a)
Providing daily status report on Xxxxxx daily production status call including the previous 24-hour significant issues, remediation of significant issues and any extra-ordinary ticket volume. This reporting will be compliant with Xxxxxx requirements, in accordance with the Service Levels in Appendix 6-A (Service Level Matrix).
2.24
Service Provider shall participate in weekly Xxxxxx IT infrastructure and business application deployment conference calls, including:
(a)
Providing feedback on ticket trends related to deployments.
(b)
Proactively informing Xxxxxx on User issues related to active deployments.
(c)
Proactively informing Xxxxxx of backlogs or pending items that may impact the Services and proposing means to reduce such backlogs or mitigate such pending items.
2.25
Service Provider shall provide ad-hoc individual ticket root cause analysis (RCA) and closed loop corrective actions in regards to issues raised by Xxxxxx.
Xxxxxx Satisfaction
(a)
Service Provider shall leverage Xxxxxx-provided sentiment analysis and customer satisfaction survey tools as the foundation for delivering, measuring, and improving ongoing Services.
(b)
Service Provider shall utilize results from sentiment analysis and customer survey to initiate a review process to determine the reason and remediation for those results.
(c)
Service Provider shall develop survey parameters and content, which in each case shall be subject to Xxxxxx’x prior written approval:
(i)
Targeted users – any User that contacts the survey desk for assistance.

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(ii)
Intervals – how often Users will be surveyed.
(iii)
Invitation rate – the number of surveys that Xxxxxx may be subject to in a specified period.
(iv)
Expiration period – the time period during which the User may respond to the survey before it expires.
Quality Management and Continuous Improvement
2.26
Service Provider shall support process improvement initiatives or activities as required by Xxxxxx.
2.27
Service Provider shall provide internal coaching and share lessons learned among Service Provider team members to promote Service improvements.
2.28
Service Provider shall proactively conduct incident analysis per the parameters outlined by Xxxxxx.
2.29
Service Provider shall proactively conduct knowledge analysis.
2.30
Service Provider shall facilitate advisory board events, including but not limited to meetings, calls, requests for information, as required by Xxxxxx.
2.31
Service Provider shall deploy best-in-class industry leading Service Desk quality management practices in compliance with Xxxxxx certification requirements, which will be subject to Xxxxxx audit requirements.
Business Continuity
2.32
The Service Provider shall comply with BCP/DR policies in Schedule 14 (Xxxxxx Policies) and Schedule 23 (Business Continuity and Disaster Recovery) of the Master Services Agreement, as part of which Service Provider shall develop a business continuity plan to ensure uninterrupted Service Desk Services during a disaster or outage for Xxxxxx review and consideration for approval. During an outage or disaster, Service Levels will not apply unless the Disaster Recovery Plan specifies otherwise; provided, however, that the Service Levels shall apply in any event where the Disaster Recovery Plan was enacted in response to a breach of the Agreement by the Service Provider (as opposed to being enacted in response to a Force Majeure Event).
2.33
The Service Provider shall comply with BCP/DR policies in Schedule 14 (Xxxxxx Policies) and Schedule 23 (Business Continuity and Disaster Recovery) of the Master Services Agreement, as part of which Service Provider shall develop a Disaster Recovery Plan for an outage of Service Desk Services for Xxxxxx review and consideration for approval. During any outage or disaster, Service Levels will not apply unless the Disaster Recovery Plan specifies otherwise; provided, however, that the Service Levels shall apply in any event where the Disaster Recovery Plan was enacted in response to a breach of the Agreement by the Service Provider (as opposed to being enacted in response to a Force Majeure Event).

-8-


2.34
Service Provider shall notify Xxxxxx management of unresolved tickets relevant to a disaster recovery situation within a Xxxxxx specific time frame, including:
(a)
Advising Xxxxxx of the impact, initial assessment and recommended actions to maintain and restore Services.
2.35
Xxxxxx must be notified if calls are switched between locations within a timeframe agreed with Xxxxxx of a declared disaster recovery situation, per Xxxxxx policies.
3.
GENERAL END USER COMPUTING SERVICES
General End User Computing Services
3.1
Service Provider shall perform the in-scope Services for the in-scope Equipment as designated by Section 1 of the TSD.
3.2
Service Provider shall provide and manage life-cycle Services including asset management, installation management, license management reporting, warranty support using existing Xxxxxx’x contracts, recovery, redeployment, preparation for disposal, and on-site support for Equipment while complying with Xxxxxx specified processes and policies or working with Xxxxxx designated Third Parties.
Services Requirements
3.3
Service Provider shall perform image deployment Services that adhere to all Xxxxxx End User Computing requirements, including:
(a)
Complying with or improving (subject to Xxxxxx'x review and consideration for approval) Xxxxxx'x current and future Equipment and Software technical specifications, including changes and refreshes of technology (hardware, components, or Software) by Equipment and Software Service Providers. Changes will be completed within Xxxxxx guidelines, at or before due date and in compliance with Xxxxxx change management process.
(b)
Coordinating with internal or Third Party Service Providers to provide remote “hands and feet” support for network and local file and print server issues.
(c)
As applicable, managing and integrating with Service Providers of Equipment for effective roadmap plans and resolution of technical issues, in in accordance with the Service Levels in Appendix 6-A (Service Level Matrix).
Administrative Services
3.4
Service Provider shall administer, manage, and execute requests for Xxxxxx Equipment, and software submitted by Xxxxxx Users in accordance with Xxxxxx policies and procedures, including:
(a)
Verifying User entitlement to the requested Xxxxxx Equipment or software and advising Xxxxxx management on any non-conformance issues relating to entitlement.

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(b)
Providing life-cycle support from procurement to end-of-life disposal, including:
(i)
Validating entitlements to, sourcing, installing, tracking, recovering, redeploying and disposing of assets.
Deployment and Retirement Services
3.5
Service Provider shall provide or oversee, as appropriate, all installations, de-installations, cascades, moves, adds, changes and deletions (IMACDs) for all Xxxxxx Equipment, Software, and related Services at designated Xxxxxx Sites, including:
(a)
Coordinating, planning, and scheduling IMACDs with all affected IT functions, Xxxxxx Personnel, Third Party contractors and Users (whether the function is included within the Services provided by Service Provider, as a Xxxxxx-retained function, or a Third Party) to achieve high-quality execution of the IMACDs, (including scheduling and dispatching of appropriate Xxxxxx, Service Provider and/or Third Party Contractor technicians) to meet Service Levels and to minimize business impact on Users and any operational interruption to Xxxxxx.
(b)
On receiving and verifying a valid IMACD request, performing all necessary pre-work before an IMACD is executed.
(c)
Communicating with Users if there is any issue with an IMACD request.
(d)
Providing a mechanism for expedited handling of IMACDs and Project IMACDs that are of high business Priority to Xxxxxx, such that all IMACDs are completed within the required timeframe.
(e)
Creating and documenting the processes to enable IMACD execution for each Xxxxxx Software and/or Equipment component, and obtain Xxxxxx’x approval for such processes and documentation.
(f)
As applicable, conducting or confirming a Site survey to determine the location of the IMACD and coordinate any special requirements at the location.
(g)
Providing the necessary technical support to complete the IMACD, including on-site support during normal business hours for Xxxxxx Locations identified by Xxxxxx in Xxxxxx'x sole discretion.
(h)
Remotely conducting all IMACDs for Xxxxxx Equipment and Software where practicable.
(i)
Confirming that all Xxxxxx Equipment, Software, parts, Network, cabling, or any other Services necessary to execute the IMACD will be available as of the date scheduled for the IMACD.
(j)
Confirming the new and/or existing configuration of Xxxxxx Equipment and Software associated with performing the IMACD. Service Provider will conform to configurations approved by Xxxxxx.

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(k)
Confirming the installation and/or de-installation procedures associated with performing the IMACD, including backup, contingency, and test procedures.
(l)
Coordinating the scheduling and dispatching of appropriate technicians, including Third-Party Service Providers.
(m)
Coordinating with Xxxxxx so that as required, Xxxxxx can place orders for the installation of Equipment.
(n)
Providing depot Services using Xxxxxx’x existing depots in support of IMACD activity for Equipment.
(o)
Supporting Third-Party Service Providers in the execution of IMACDs, and coordinating such activities with the applicable Xxxxxx personnel or Third-Party Service Providers.
(p)
Performing any required backup procedures in accordance with Xxxxxx policies and processes.
(q)
De-installing and re-installing any existing Equipment, Software, or other related Services as necessary to execute the IMACD.
(r)
For multiple Users sharing workstations:
(i)
Supporting workstation sharing among multiple Users.
(ii)
Supporting multiple accounts on single workstations.
(iii)
Making available the User-specific Software configurations of all installed Applications.
(s)
Confirming correct implementation of the IMACD with the designated Xxxxxx personnel as appropriate.
(t)
Coordinating Xxxxxx’x Third party vendors for disposal, in accordance with Xxxxxx policies and procedures.
(u)
Supporting Xxxxxx in monitoring Xxxxxx satisfaction and Service Levels throughout the IMACD activity and following the delivery.
(v)
Tracking the IMACD request from initiation to completion, using the Xxxxxx System defined to track IMACD activity.
(w)
Providing a single point of contact for Users and the Service Desk for activities associated with each individual IMACD.
(x)
Providing close coordination and support to the Service Desk for all matters pertaining to IMACD requests and status reports.

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(y)
Performing IMACDs for Service Provider Personnel without additional charge to Xxxxxx, and without including such IMACDs when comparing actual IMACD volume to any Resource Baseline.
(z)
Updating the Xxxxxx System of record to reflect any new information upon completion of the IMACD and/or as specified by Xxxxxx.
3.6
Service Provider shall assist User with migration of data from the malfunctioning unit to the replacement unit, assist with any required application installation and/or configurations, and perform gathering and migration of data for Xxxxxx Equipment.
3.7
Service Provider shall provide support to the User in order to enable the data to be copied, and send any necessary media that facilitates the copying of data along with the replacement. Service Provider shall ensure that, after any User Equipment changes, Users have all functionality provided on prior Equipment, that all data has been migrated from the prior Equipment to the new Equipment, all applications have been migrated and updated if appropriate (per Xxxxxx specifications), and that all such Equipment changes are fully tested according to Xxxxxx specifications.
3.8
Service Provider shall develop and execute managed refresh plans for Xxxxxx Equipment (subject to review and consideration for approval by Xxxxxx), including developing contingency plans and out-of-warranty repair processes.
3.9
Service Provider shall coordinate efforts with Third Party service and maintenance Service Providers as necessary to keep EUC Equipment and Software in good working order, and perform these responsibilities regardless of the Party (Service Provider or Xxxxxx) that has financial responsibility for the underlying asset and maintenance expenses.
3.10
Service Provider shall perform all maintenance of Xxxxxx Equipment and Software in accordance with Xxxxxx change management procedures, and schedule this maintenance to minimize disruption to Xxxxxx’x business.
3.11
Service Provider shall coordinate recovery activities for Molina Equipment and Software (e.g., lost and stolen assets) in accordance with all Molina policies (including IT security policies).
3.12
Service Provider shall provide such maintenance as necessary to keep the assets in good operating condition and in accordance with the manufacturer’s specifications, or other Agreements as applicable, so that such assets will qualify for the manufacturer’s standard maintenance plan upon sale or return to a lessor. Service Provider will provide support with enhanced SLA expectations for response per Molina specifications.
Support Services
3.13
Service Provider shall perform all support Services, including:
(a)
Notifying Molina IT of outages related to Service Provider’s Services.

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(b)
Providing break-fix support, advice and assistance in accordance with manufacturer warranties.
Providing advanced notification in accordance with Molina policies for any planned or unplanned down time, including planned preventative maintenance.
(c)
Providing IT walk-up support for locations as identified by Molina and according to agreed specifications.
(d)
Providing remote or dispatched support by qualified specialists as necessary or requested by Molina in all Molina locations.
(e)
Providing Depot support by qualified specialists as necessary for Molina locations where remote or dispatched service is not required (as directed by Molina). In those cases where Service Provider Personnel are not qualified to perform dispatched, depot, or remote support, Service Provider shall manage, dispatch, and maintain financial responsibility for qualified third party technicians.
(f)
Correcting all incidents associated with failure or degradation of the performance of Molina Equipment and Software.
(g)
Integrating across areas (including local support organizations) to support a seamless IT environment across all Molina teams and Molina’s Third Party Contractors and external business connections.
(h)
Implementing patches (only to Molina approved patch levels) and applying Molina approved Software updates, including maintaining the capability to test new patches and Software updates.
(i)
Assisting with connectivity to Molina's network environments, including but not limited to remote and off-site personnel accessing the Molina internal networks and applications.
(j)
Performing System remediation to ensure compliance to Molina standards such that non-standard alterations to systems are identified during service calls and remediated upon Molina approval.
(k)
In the event of Molina Equipment failure, coordinating with Third Party Contractors to determine root cause, appropriate fix, and warranty and expense implications.
(l)
Creating and maintaining support knowledge articles and documentation in the Molina knowledge base.
(m)
Creating and maintaining Site and Molina Equipment inventory lists in the Molina System of Record.
(n)
Supporting (by phone, on the ground, or with training manuals as appropriate) to enable the correct use of Molina Equipment and Software and of related technologies and services.

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Operations Services
3.14
Service Provider shall perform all operations Services and provide related reports as dictated by Molina, including:
(a)
Testing all non-performing Molina Equipment and Software.
(b)
Returning all non-performing Molina Equipment and Software to the warranty provider.
(c)
Replacing all non-performing Molina Equipment and Software under warranty.
(d)
Repairing all non-performing Molina Equipment and Software that is not under warranty.
(e)
Managing Molina Third Party Contractors to resolve issues with non-performing Molina Equipment and Software within Molina's required timelines.
3.15
As directed by Molina, Service Provider shall maintain, control and report an inventory of spare Molina Equipment at Molina locations and provisioning such devices as necessary to Users.
3.16
Service Provider shall provide End Point Encryption Services using existing Molina provided tools/solutions.
Delivery and Staging
3.17
The Service Provider’s responsibilities include the following:
(a)
Providing Depot Services using Molina’s existing depots in support of IMACD activity.
(b)
Preparing and coordinating the shipping and receiving of Molina Equipment and Software that are delivered in accordance with procurement orders from Molina.
(c)
Receiving Molina Equipment as necessary at Molina Sites.
(d)
Verifying that all contents of the delivery are included according to the procurement order.
(e)
As appropriate and required, notifying representatives from Molina, the Service Provider or any Third-Party Service Providers that the order has been received, as well as completing and forwarding any required paperwork associated with verifying the receipt and contents of the order to the appropriate Molina, Service Provider, or Third-Party Service Provider personnel.
(f)
Providing timely input into Molina Systems to provide accurate billing and order/inventory management.
(g)
After receipt at the initial Site, moving or shipping all Molina Equipment and Software (if necessary) to the staging Site (and a location within the Site) on a

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scheduled delivery date that is agreed to with the appropriate User or Third-Party Service Provider.
(h)
Arranging and preparing for shipping to and from Sites, as required.
(i)
Verifying that the Molina Equipment and Software are stored in a secure area and are not subject to undue heat, cold, or dampness.
(j)
Providing all logistics Services (provisioning, Site preparation, etc.) associated with the movement of Molina Equipment or Software from Third-Party Service Providers to staging facilities.
(k)
After the Molina Equipment and/or Software has reached its final staging destination and prior to its actual installation, the Service Provider has the following responsibilities (as necessary based on an agreed installation date and plan):
(i)
Unloading, uncrating, and/or removing the packaging that was used to ship and contain the product.
(ii)
Assembling and/or testing the product, including assembling a complete or partial configuration, if required by the agreed installation plan.
(iii)
Providing the specific configuration required to complete the assembly and/or installation of the Molina Equipment and Software.
(iv)
Using the Molina standard deployment tools and configuration for the underlying Molina Equipment and/or Software for all new Molina Equipment and Software, unless otherwise approved by Molina.
(v)
Preparing and delivering quality review processes to the Service Provider's personnel or Third-Party Service Provider in electronic format and/or paper copy as needed.
(vi)
Providing all parts and materials necessary for proper assembly and installation of Molina Equipment, Software and Services, exclusive of electrical power and environmental resources and any other materials specifically agreed with Molina or a Third-Party Service Provider.
(vii)
Coordinating with all Third-Party Service Providers that are supplying peripheral or ancillary Molina Equipment or Software.
Patch and Software Distribution Support
3.18
Service Provider shall perform all patch and Software distribution operations Services, including:
(a)
Performing Software distribution and patch management.
(b)
Supporting patch distribution services for multiple operating system configurations.

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(c)
Determining patch distribution schedules and methods, according to Molina policies and procedures.
(d)
Providing ongoing notification processes to Service Desk services, informing them of patches and patch schedules.
(e)
Reporting patch and Software distribution status and progress against planned or advertised schedules, and providing risk mitigation plans where exceptions arise, per Molina requirements.
(f)
Implementing a method and a process for testing patch and Software releases prior to general deployment, including testing and, where necessary, coordinating the testing certification of patches within Molina Equipment.
(g)
Obtaining Equipment, Software and BIOS inventory, including reporting on historical PC and BIOS inventory information for Software license verification.
Back-up and Recovery Services
3.19
Service Provider shall support Molina’s back-up and recovery activities, including:
(a)
Supporting the configuring and scheduling backup and recovery tools.
(b)
Supporting the development of data migration, archival, backup, and retention management procedures.
(c)
Supporting the implementation and management of backup procedures, including installing and configuring components, scheduling backups, and executing on-demand backups.
(d)
Supporting the implementation and management of archival procedures, including installing and configuring components, scheduling archival processes, and executing on-demand archrivals.
(e)
Supporting the implementation of recovery procedures, including online, partial, or other recovery procedures, per Molina policies and processes.
End User Training
3.20
Service Provider shall perform end user training related to the Services, including:
(a)
Providing train-the-trainer training and associated documentation for products and Services delivered by Service Provider.
(b)
Providing end users with feature overview and product update documentation, and user guide documentation whenever Service Provider Software releases are implemented.
(c)
Providing computer-based, documentation-based, and/or web-based orientation training for end users, inclusive of all new Service Provider Equipment, Service Provider Software, and/or Service Provider Services, pending Molina’s approval.

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4.
ENDPOINT SECURITY
Host-Based Firewalls
4.1
Service Provider shall provide backup and recovery firewall policies and configurations.
Host-based Intrusion Protection System (IPS)
4.2
Service Provider shall support global IPS on end user devices across Molina assets.
4.3
Service Provider shall monitor all IPS devices from the central logging System, and provide appropriate response to health alerts.
4.4
Service Provider shall review IPS rule updates, determine risk and recommend priority for deployment for Molina’s review and approval.
Endpoint Detection and Response (EDR) Solution
4.5
Service Provider shall be responsible for the proper installation of security Software distribution. Service Provider shall deploy approved product updates in the case of individual Software distribution(s).
4.6
Service Provider shall provide hands and feet or remote support services for non-contained Molina Equipment in the event of suspicious activities and issues on hosts and endpoints at Molina corporate locations.
Antivirus and Malware Protection for Endpoints
4.7
Service Provider shall be responsible for the proper installation of security Software distribution of such production as antivirus. Service Provider shall deploy antivirus patterns in the case of individual Software distribution(s).
5.
RESPONSIBILITY MATRIX
The Service Provider shall perform the Services in a manner which complies with the responsibility matrix set out below. The table below is a RACI matrix in which:
Ÿ
R corresponds to “responsible” – the Party indicated is responsible for doing work as needed to complete the task;
Ÿ
A corresponds to “accountable” – the Party indicated is responsible for the correct completion of the task, which may be carried out through advance planning, oversight, or post-completion verification
Ÿ
C corresponds to “consulted” – the Party indicated is one whose opinions are to be solicited by the other parties indicated with an R or A
Ÿ
I corresponds to “informed” – the Party indicated is to be kept up to date by the other parties indicated with an R or A

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#
Activity
Detail
Sub-Activity
Molina
Infosys
Third Party
1
General
Act as first point of contact to support user IT related incidents/ service requests through phone call, chat and web tickets.
Provide end user facing 24x7 IT Service Desk support in English
I,C
R
 
2
Provide initial training to Infosys on functions, features and configuration of all the Molina supported environment (IT Infrastructure and Business Applications)
R
A
 
3
Provide existing documentation on Molina's Service Desk tools and processes to Infosys
R
A
 
4
Respond to contacts via Telephone, Chat and Web Portal
I,C
R
 
5
Resolve Incidents, escalate to resolver group as applicable to meet Service Level Targets
I,C
R
 
6
Ensure that all staff are fully trained and experienced in the resolution of first time fixes and ensure that service levels are achieved
I,C
A, R
 
7
Ensure that all Service Desk staff are familiar with Molina’s relevant policies and procedures
I,C
A, R
 
8
Develop, document and maintain the Service Desk operational procedures for each of the Services/Sub-Services defined in the SoW
I,C
R
 
9
Implement quality management practices in compliance with Molina requirements
I,C
R
 
10
Continuously identify and implement opportunities for improvement
I,C
R
 
11
Identify and report trends in incidents and requests and propose solutions to reduce overall cost
I,C
R
 

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#
Activity
Detail
Sub-Activity
Molina
Infosys
Third Party
12
Incident Management
Troubleshoot and resolve L1 incidents and escalate to respective L2/ L3 resolver groups where resolution is not possible within Molina defined timeframe
Establish/ Define Incident classification by priority
A,R
C,I
 
13
Establish Incident workflow, escalation, communication and reporting processes that help to achieve required Service Levels
I,C
RA
 
14
Review and approve Incident classification, prioritization and workflow, communication, escalation and reporting processes
R
A
 
15
Molina to extend ITSM & other operational tools to Infosys as is the case in the current business
R
I,C
 
16
Manage entire Incident lifecycle including detection, escalation, diagnosis, status reporting, repair and recovery
I,C
R
 
17
Provide a satisfactory response to each contact made, providing the End User at all times with a clear method of resolving the Incident or Service Request
I,C
R
 
18
Initiate the process of ticket closure so that the closure notices can be routed automatically to the end-user
I,C
R
 
19
Resolve incidents at first contact, otherwise escalate to appropriate Level 2 resolver groups within Infosys or to other resolution groups in other Parties
I,C
R
I
20
Determine the allocation to other resolver groups of Incidents that cannot be resolved on first contact
I,C
R
 
21
Troubleshoot Incidents using the relevant knowledge databases (e.g. KEDB and CMDB), knowledge articles provided by other Parties
I,C
R
 
22
Document and update solutions to Resolved Incidents in knowledge database for Service Desk continual improvement
I,C
R
 
23
Manage efficient workflow of Incidents including the involvement of third parties and initiate broadcast of outages in accordance with Molina's approved procedures
I,C
R
I,C

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#
Activity
Detail
Sub-Activity
Molina
Infosys
Third Party
24
Verify acceptance of resolution by contacting the End-User to confirm through any channel (Phone/Email/Chat) and record results. Ticket closure does not occur until End User confirmation is completed and recorded
I,C
R
 
25
Service Desk owns each Incident through to resolution, to the satisfaction of the user, regardless of OEM and Component ownership
I,C
R
I,C
26
Capture data required for KPIs pertaining to volumes for all Incident types such as by hour per day; Service Desk call/chats abandonment rate, telephone call/Chats lengths, time-to-answer rates for telephone calls/chats, etc.,
I,C
R
 
27
Categorize, prioritize and log all Service Desk contacts along with resolution activities in the ITSM Tool (Service Now).
I,C
R
 
28
Collate Incident information from End Users regarding suggested improvements to the Infosys’s Services
I,C
R
 
29
Ensure that resolution of Service Desk contacts are based on priority and impact levels as defined and agreed by both Molina and Infosys
I,C
R
 
30
For Major Incidents, the service desk will initiate the incident management process and assign the tickets to the respective resolver groups
I,C
R
I

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#
Activity
Detail
Sub-Activity
Molina
Infosys
Third Party
31
Service Request Management
Resolve service requests and escalate to respective L2/ L3 resolver groups where the required rights, skill set are not available with L1 team for resolution.
Identify and document Service Request priority types, response and Resolution targets for all the standard Service Requests
I,C
A,R
 
32
Extend ITSM system to Infosys to document, manage and track all Service Desk communication and Service Requests and inquiries regardless of the means by which the Service Request is submitted (e.g., telephone, web)
R
I,C
 
33
Log and prioritize all Service Requests based on service catalog
I,C
R
 
34
Where Service Requests are non-standard, proactively manage these calls with resolver groups to track that they are resolved within service standards
I,C
R
 
35
Log all non-standard Service Requests that cannot be handled by the Service Desk and hand over to the appropriate parties to fulfill
I,C
R
I, C
36
Manage all standard Service Request escalations in accordance with the agreed procedures
I,C
R
 
37
Work closely with all resolver groups & service delivery partners to proactively identify additional standard Service Requests. Agree the take-on of these with Molina ensuring that they are fully documented in the Knowledge Management Repository, and the Service Desk staff are appropriately briefed and trained
I,C
R
C
38
Knowledge Management
Identify opportunity for creation of Service Desk/ user facing knowledge articles and support in creation of the same in specified format.
Co-ordinate and maintain knowledge management repository for all Service Desk issues, including knowledge articles containing first time fixes & standard Service Requests, and with auditable access to Molina
I,C
R
 
39
Maintain a list of all resolutions (Incident & Request) that can and should be resolved by the Infosys at first contact.
I,C
R
 
40
Work closely with all service delivery partners and resolver groups to continuously identify suitable resolutions, first time fixes for the knowledge management repository
I,C
R
C

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#
Activity
Detail
Sub-Activity
Molina
Infosys
Third Party
41
Customer Satisfaction Management
Leverage Molina-provided sentiment analysis and customer satisfaction survey tools as the foundation for delivering, measuring, reporting, and improving ongoing Services.
Collate, analyze results, and tabulate trends from returned CSAT and sentiment analysis surveys
I,C
R
 
42
Provide performance reports as requested by Molina on a regular basis categorized by service and resolver group
I,C
R
 
43
Review the results of the satisfaction process with Molina and work with Molina and other Third parties to assimilate feedback into continuous improvement processes
I,C
R
C
44
Log, track and report user complaint, initiate remediation and implement the required corrective actions across process and personnel
I,C
R
 
45
Identify opportunities for continuous improvement within the Infosys Services, agree with Molina and implement
I,C
R
 
46
Service Level Management
Monitor and track adherence to Molina SLAs and share pre-defined, ad-hoc reports with Molina as requested.
Manage and meet Service Level Targets as defined and agreed by both Molina and Infosys
I,C
R
 
47
Share Service Level reports with Molina at pre-agreed frequency
I,C
R
 
48
Meet with Molina every 6 months to suggest changes to Service Levels including new Service Levels and increase in Service Levels that the Infosys believes would benefit Molina
I,C
R
 
49
Technical Requirements
 Support in integrating Molina’s infrastructure with Infosys and its third parties' systems (as directed by Molina) in a manner that ensures end-to-end Service management and seamless integration from an end user's perspective.
Own and manage the IT infrastructure deployed at Infosys delivery center
I,C
A, R
 
50
Provide the required data connectivity bandwidth
I,C
R
 
51
Multi-Channel Services hosted on ServiceNow platforms
R
I,C
 
52
Provide pre-screening and automatic call distributor (“ACD”) capabilities along with provision for call reporting capabilities.
I,C
R
 
53
Provision and provide technical support for the local desktops and monitors and the required hardware such as Head Sets deployed within the Molina ODC
I,C
R
 


-22-


Activity
RACI
Infosys
Molina
Desktop Engineering
 
 
Deployment of Operating System, SW packages and patches on the end client machines using MS SCCM
RA
IC
Upgrade and maintenance of the Standard Operating Environments (SOEs)
RA
IC
Coordination with third party vendors for the Third Party tools integration with Molina AD, ADFS DHCP etc.
RA
IC
Manage and Maintain the Self- Help portal and User Account management
RA
I
Management of the Service Request system for any kind of HW or SW IMAC requests
RA
I
Creation, Deletion and update of User accounts through AD
RA
IC
Manage and Maintain SW License Inventory using the ServiceNow & MS SCCM tools
RA
I
Endpoint Antivirus Management on the end user devices
RA
I
End Point Hard Disk Encryption Management
RA
IC
Standard Operating Environment Image to be maintained as per the Industry best practices and Molina Business requirements
RA
CI
Scheduled upgrade of the Reference point with the security Patches, HW drivers and applications (including third party applications)
RA
CI
Third party vendor Coordination for HW Imaging, Asset Disposal, HW Inventory Management
RA
CI
HW Inventory Management using ServiceNow ITSM tool
RA
I
Remotely control the End User devices for Incident resolution using existing Molina Bomgar tool
RA
I
To deploy the OS & SW packages and as per the user accounts
RA
I
Support the Microsoft operating systems currently deployed on desktop and Laptops for Molina users (Win 7 and Win 10)
RA
I
Provide necessary Microsoft patches/service for desktops and laptops as required
RA
CI
Provide the Application Packaging services as per the requests raised by Molina Application Team (MSI packages)
RA
I
Provide application installer files for packaging
I
RA
Testing the Application Packages in the Test environment before deployment
RA
CI
Provide test scenarios for business applications
C
RA
Deployment of Software Patches, Application Packages to Molina End Devices within Molina’s intranet.
RA
I
 
 
 

Mobile Device Management (MDM)

-23-


Activity
RACI
Infosys
Molina
MDM service request management
RA
I
Support for self-service portal and tool
RA
I
Maintenance of Communication templates related to MDM service
RA
I
Support for specific tasks such as allow/deny access, enable/disable particular capability
RA
I
Administration of the MDM service platform
RA
CI
To provide resolution for the MDM service environment related incidents and service tickets
RAC
I
Manage Documentation – Provide FAQs, User guides, Standard Operating Procedures (SOPs),
RA
CI
Resolution of the device enrollment and enrollment related issues
RA
CI
To perform device status monitoring and dashboard administration
RA
I
MDM incident and service tickets resolution
RA
I
Modify/New policy information for specific user groups or devices.
RA
CI
Application onboarding process definition and support
RA
I
Support for MDM service related processes and compliance
RA
CI
Compliance of the MDM service solution with security guidelines provided Molina Enterprise Security Framework
RA
CI
Monitor Mobile Iron for Enterprise solution system parameters
RA
CI
Maintaining inventory data of devices, users, status, last connect.
RA
I
Document and track the device management life cycle of standard end user devices
RA
CI
Generate Status report on ticket (incident/service request) resolution
RA
CI

Field Support Services
Activity
RACI
Infosys
Molina
Coordination with OEM vendors for break-fix and AMC related matters
RA
CI
Escorting OEM/Vendor team at Customer site
RA
CI
Local incident Resolution
RA
CI
Desktop field services (Repair, swap)
RA
CI
Break fix and Hard IMAC
RA
CI
Provide tech bars support at Dedicated sites
RA
CI
Coordination with Purchase for refilling of stock
RA
CI
Physical verification and reconciliation for HW
RA
CI
Manual Image, patch installation on low bandwidth network machines
RA
CI
Connection of Machine to network and establish remote connectivity with offshore
RA
CI
Desk-side/onsite repair (component swap)
RA
CI
Desktop/Laptop and parts inventory update and asset up keep
RA
CI
Physical device/asset decommissioning
RA
CI
Consumable Replacement (spare acquisition)
A
RCI



-24-


APPENDIX 2-D
PRO FORMA
PROJECT WORK ORDER

This Project Work Order, between [Molina entity] (“Molina PWO Party”) and [Service Provider entity] (“Service Provider PWO Party”) is entered into pursuant to the Master Services Agreement between [Molina MSA Party] and [Service Provider MSA Party] effective [date] (the “MSA”). The terms and conditions of the MSA, the Schedules and the Appendices thereto, are hereby incorporated into this Project Work Order and subject to any variations to such terms and conditions set out below.

Molina Reference Number: [●]

Service Provider Reference Number: [●]


The parties hereto, each by a duly authorized representative, have executed this Project Work Order as of the date set out below and this Project Work Order is effective as of the Commencement Date:
[Molina Entity]: [●]
[Service Provider Entity]: [●]
By:

By:

Signed:

Signed:

Title:

Title:

Date:

Date:


Where Molina Head of IS Vendor and Supplier Management signature is required:
[Molina Entity]: [●]
By:

Signed:

Title: Molina Head of IS Vendor and Supplier Management

Date:




1



1
Project Name / Program Name
 
 


2
Project Managers
 
Molina Project Manager
 
Service Provider Project Manager
 


3
Commencement Date
 
Day
Month
Year
 
 
 
 
 
 
 


4.1
Project Description
 
 
 
 
 
 


4.2
Risks
 
The following description of business and/or operational risks associated with this Project is intended for operational use only, is not legally binding, neither does it affect, waiver or amend any of the rights or obligations set out in this Project Work Order:
 
 
 
 


5
Stage and Description
 
[Stage Name and Description]
[Stage Name and Description]
[Stage Name and Description]
[Stage Name and Description]
[Stage Name and Description]

6
Molina Requirements
 
 

7
Acceptance Criteria
 
 

2




8
Molina Personnel Authorized to sign off that Acceptance Criteria have been met in respect of each Stage or Deliverable
 
Name of Person authorized to sign off Deliverables/Stages on behalf of the Molina PWO Party

9
Charging Mechanism
Select One Only
Complete paragraph:
 
Role Based Time and Materials
 
11
 
Capped Time and Materials
 
12
 
Fixed Price
 
13

10
Invoice Currency
 
[USD]

11
Role Based Time and Materials
 
Name
[Note: Name may sometimes be required where identity of person is important to Molina.] 
Skill Grade
Home Location
Work Location
Language
Resource Unit Rate
Start Date
End Date
Estimated Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


3



12.1
Capped Time and Materials – Estimate
 
Month
Estimated Charges incurred by Service Provider in that Month

Estimate of Time Based Payment Amount
[Month]
 
 
[Month]
 
 
[Month]
 
 
...
 
 
Total Estimated Charges for the PWO
 
 

12.2
 
Capped Time and Materials
 
Stage
Payment Milestone /
Decision Point
Date
Estimated Retained Amount
T&M Cap per Stage
[Stage]
Milestone 1
 
 
 
 
Milestone 2
 
 
 
 
Milestone 3
 
 
 
 
....
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
Authority To Proceed
 
 
 
[Stage]
Milestone 4
 
 
 
 
Milestone 5
 
 
 
 
Milestone 6
 
 
 
 
....
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
Authority To Proceed
 
 
 
[Stage]
Milestone 7
 
 
 
 
Milestone 8
 
 
 
 
Milestone 9
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
[Stage]
Milestone 10
 
 
 
 
Milestone 11
 
 
 
 
Milestone 12
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
 
Authority To Proceed
 
 
 
 
 
Totals – [Stage]
 
 

4


 
[Stage]
Milestone 13
 
 
 
 
Milestone 14
 
 
 
 
Milestone 15
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
 
Authority To Proceed
 
 
 
 
 
Totals – [Stage]
 
 

12.3
Capped Time and Materials – Resource Profile from Quote
 
Skill Grade
Number of Individuals
Home Location
 
 
 
 
 
 
 
 
 
 
 
 

12.4
Project Structure
 
[Include arrangements describing how Service Provider Personnel will be structured and managed]
 
 
 
 



5


13
Fixed Price
 
Stage
Payment Milestone /
Decision Point
Date
Estimated Retained Amount
T&M Cap per Stage
[Stage]
Milestone 1
 
 
 
 
Milestone 2
 
 
 
 
Milestone 3
 
 
 
 
....
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
Authority To Proceed
 
 
 
[Stage]
Milestone 4
 
 
 
 
Milestone 5
 
 
 
 
Milestone 6
 
 
 
 
....
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
Authority To Proceed
 
 
 
[Stage]
Milestone 7
 
 
 
 
Milestone 8
 
 
 
 
Milestone 9
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
Totals – [Stage]
 
 
 
[Stage]
Milestone 10
 
 
 
 
Milestone 11
 
 
 
 
Milestone 12
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
 
Authority To Proceed
 
 
 
 
 
Totals – [Stage]
 
 
 
[Stage]
Milestone 13
 
 
 
 
Milestone 14
 
 
 
 
Milestone 15
 
 
 
 
...
 
 
 
 
Final Payment Milestone
 
 
 
 
 
Authority To Proceed
 
 
 
 
 
Totals – [Stage]
 
 





6



14 Deliverables
 
Stage
Deliverable
Input / Output
If Input, does it contain Molina Requirements (Y/N)?
Document Version Number
Acceptance Criteria

Delivery Date
Milestone Number
Milestone Date
Payment Milestone (Y/N)?
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


7

16
Molina Responsibilities
Date Required
 
 
 
 
 
 
 

17
Molina Locations and Approved Service Delivery Location
 
 
 
 

18
Additional Service Provider Key Personnel for this Project Work Order
 
Name
Title
 
 
 
 

19
Assumptions
 
 

20
Other Service Providers
 
 
 
 

21
Service Provider Software
 
 
 
 

22
Third Party Software
 
 
 
 

23
Open Source Software
 
 
 
 


8


23
Site Systems
 
 
 
 

24
Molina Software to be provided by Molina
 
 
 
 

25
Project Governance
 
 
 
 


26
Molina Policies

 
[Note: Identify which non-mandatory Molina Policies do not apply to this Project Work Order]
 
 


27
Additional Terms and Conditions
 
 
 
 
 
Molina Legal Approval
 
Name:
Title:
Date:
Signed:
 
Service Provider
 
Name:
Title:
 
Date:
Signed:

29
Linked Project Work Orders
 
The following Project Work Orders are Linked to this Project Work Order:
 
 
 
 



9














SCHEDULE 3 PRICING AND INVOICING




CONTENTS
Clause
 
Page
 
 
 
1.
Definitions
2
2.
Introduction
2
3.
Agreed Cost Standards
3
4.
Appendices
4
5.
Intentionally Omitted
5
6.
On-Going Services Charges
5
7.
Supplemental Project Charges
7
8.
Transition Charges
8
9.
Discounts
8
10.
Inflation Adjustments and Foreign Exchange
9
11.
Invoices and Payments
9
12.
Disputed Invoices
10
13.
Service Credits
11
14.
Delivery Credits
11
15.
Expenses
12
16.
Financial Responsibility for Non-Service Expenses
12
17.
Additional Commitments by Service Provider
12
18.
Transformation Credit
13


(i)

1.
Definitions
1.1
All terms and conditions of the Agreement will apply to Schedule 3 and any Appendices hereto, and capitalized terms not defined in Schedule 3 will have the meanings given to them in the Agreement. Section references used herein will refer to the applicable section in Schedule 3, except as otherwise set forth herein.
2.
Introduction
2.1
This Schedule sets out the requirements as to pricing and invoicing with which the Service Provider must comply in connection with the Services.
2.2
No other Charges
The Service Provider shall not be entitled to impose or pass on any fees, charges, taxes, duties or expenses for the Services unless there is a specific charge set out in this Schedule or unless specifically permitted to do so in this Agreement.
Notwithstanding any other provision of this Agreement, if there are no specific fees, charges or expenses identified within this Schedule for a particular activity which the Service Provider is required to perform under this Agreement, then the Charges already incorporate a fee, charge or expense for that activity. The absence of a specific fee, charge or expense for a particular activity does not mean that, and may not be used to support any argument that, the particular activity does not form part of the Services.
Without limiting the paragraphs of this Section 2.2 set out above, the Service Provider shall provide or have provided all of the Systems (and be responsible for all of the costs of provisioning, commissioning, maintaining, refreshing (to the extent sent out in the applicable SoW) and installing those Systems), licenses, contracts, premises (other than the facilities to be provided by Molina as set out in Schedule 15 (Access to Molina Facilities)), personnel, consumables, peripherals, processing and storage capacity and all other resources, capital and skills necessary to provide the Services (unless any such activities are a Molina Responsibility) and to procure the performance of all of the Service Provider’s obligations set out in the Agreement, for the Charges.
2.3
Late Payment Interest
The Service Provider shall be entitled to invoice Molina for accrued late payment interest at the Agreed Interest Rate in accordance with Clause 41 (Late Payment) of the Agreement.
2.4
General Principles
Subject to Section 10, the Charges for all Services are inclusive of all disbursements, administrative expenses, allowances and other costs and expenses incurred in, or in connection with, the provision of the Services, including the cost of:
(a)
connectivity required by any Service Provider Person to enable that Service Provider Person to perform his or her duties in relation to the Project Services;

-2-

(b)
personal tools required by the Service Provider Person to enable that Service Provider Person to perform his or her duties in relation to the Services, unless any such tools are described as Molina’s responsibility in Appendix 3-A-1. (Financial Responsibility Matrix), Schedule 13 (Access to Molina Facilities), Schedule 16 (Dependencies), or as Molina Responsibility in a Project Work Order;
(c)
all necessary employment visas required to work in a country for an extended period and other permits, licenses (except Software licenses) and consents necessary for any Service Provider Person to carry out any work in any location;
(d)
overhead and organizational infrastructure for a Service Provider Person needed to deliver the Services (including human resources, finance, tax and legal functions or services);
(e)
any translation to or from English of documentation required to perform, or to report performance of, any of the Services; and
(f)
in the case of Project Charges, the performance of all the activities set out in the Projects Statement of Work.
3.
Agreed Cost Standards
3.1
Introduction
The determination of whether Charge Adjustments may be made, the amount of any Charge Adjustments, and the calculation of Charges for Project Services shall be made in accordance with the principles set out in this Section 3. The Service Provider shall ensure that the Charges (and its preparation of the Charges) at all times comply with the Agreed Costs Standards.
3.2
Interaction with Benchmarking
The Agreed Cost Standards do not in any way limit or affect the outcomes of the Benchmarking Process. The Agreed Cost Standards shall not require the Service Provider to adjust the Charges where it does not agree to do so under the Benchmarking Process. Any adjustments to the Charges following the Benchmarking Process shall be made in accordance with the Agreed Cost Standards.
3.3
Enforcement and Verification
The Service Provider shall provide a confidential letter addressed to the members of the Head of IS Vendor and Service Provider Management, no later than 14 Business Days after the end of each Contract Year, to state that each Charge Adjustment assessed and invoiced in that Contract Year was assessed and invoiced in accordance with the Agreed Cost Standards.
3.4
The Agreed Costs Standards

-3-

Principle of Fairness – All Charge Adjustments and Charges for Project Services shall be fair and reasonable both to Molina and the Service Provider.
Principle of Proportionality – Subject to the principles that follow, all Charge Adjustments, Benchmarking Adjustments and Charges for Project Services shall be in proportion to the increase or decrease in the costs and/or risk that the Service Provider requires to deliver the Services.
Principle of Similar Charging Methodology – The methodology for calculating Charge Adjustments shall be based wherever practical upon the same methodology as applies to the Charges.
Principle of Auditable Pricing – The Service Provider may not impose any Charge for Project Services or make any Charge Adjustment unless that adjustment is supported by reasonable supporting documentary evidence. Not all the supporting evidence need be disclosed to Molina but it must be sufficient to allow Molina to make a meaningful assessment of the reasons for any Charge Adjustment or Charge for Project Services. However, all supporting evidence, whether disclosed to Molina or not, must be maintained in such a form as to allow an auditor or other expert appointed pursuant to Clause 38 (Audit and Information Access) of this Agreement to conduct an audit referred to in that Clause.
4.
Appendices
4.1
The following Appendices are attached to Schedule 3 and shall apply to the Exhibits, as applicable:
(a)
Appendix 3-A. (Pricing Matrix) sets forth the pricing framework, matrix and constructs for all functions.
(b)
Appendix 3-A-1. (Financial Responsibility Matrix) sets forth whether Service Provider or Molina shall be financially responsible for the expenses associated with Personnel, Software, Equipment, Facilities, Systems and other expenditures related to the provision of Services during the SOW Term.
(c)
Appendix 3-A-2. (Transition Charges) sets forth the charges associated with Transition Services, which shall be invoiced on a Fixed Fee, per milestone basis.
(d)
Appendix 3-A-3 (Termination Charges) sets forth charges in the event of Termination for Convenience.
(e)
Appendix 3-A-4. (Volume Discounts) sets forth the discount percentages Service Provider shall credit Molina based on all Services provided by Service Provider in a given period.
(f)
Appendix 3-A-5. (Invoicing Structure) sets forth the invoice structure to be used by the Service Provider.

-4-

(g)
Appendix 3-A-6. (Infrastructure Pricing) sets forth the Resource Units and corresponding Infrastructure Monthly Charges that are chargeable to the Molina for in-scope Infrastructure Services.
(h)
Appendix 3-A-7. (Security Pricing) sets forth the Security Monthly Charges that are chargeable to the Molina for in-scope Security Services.
(i)
Appendix 3-A-8. (EUS Pricing) sets forth the Resource Units and corresponding End User Services Monthly Charges that are chargeable to the Molina for in-scope End User Services.
(j)
Appendix 3-A-9. (Applications Development Committed Capacity) sets forth the approved roles for Service Provider Personnel performing in-scope Services and the corresponding resource rates based on a committed capacity model.
(k)
Appendix 3-A-10. (Application Test Committed Capacity) sets forth the approved roles for Service Provider Personnel performing in-scope Services and the corresponding resource rates based on a committed capacity model.
(l)
Appendix 3-A-11. (Application Support Pricing Matrix) sets forth the Application categories and the corresponding Application Support Monthly Charges that are chargeable to Molina for Application Support Services for such Application category.
(m)
Appendix 3-A-12. (Resource Unit Definitions) sets forth the definitions for Resource Units as indicated in other pricing worksheets.
(n)
Appendix 3-A-13. (Supplemental Rate Card) sets forth the approved roles and rates for Service Provider personnel to be used in cases of Supplemental Project Charges
“Resource Unit Rates” shall mean the rates on which the Service Fees shall be calculated,
4.2
Unless expressly agreed otherwise in a SOW, there shall be no increase to the Resource Unit Rates during the Term of the Agreement, and for the avoidance of doubt, there shall be no increase to the Resource Unit Rates as a result of exchange rate movements or inflation.
5.
Intentionally Omitted
6.
On-Going Services Charges
6.1
For ongoing services set forth in Appendices 3-A-6 (Infrastructure), 3-A-7 (Security Services), and 3-A-7 (End User Services), the total allowable Charges for each Resource Unit shall be calculated as A x B, where:
6.2
A = the Resource Unit Rate for such Resource Unit.
6.3
Certain Resource Unit Rates incorporate annual productivity improvements as set forth in Appendices 3-A-6 (Infrastructure), and 3-A-7 (End User Services).

-5-

6.4
B = the total actual volume of such Resource Unit in the applicable month, subject to the following:
(a)
Service Provider shall not invoice for more than one Resource Unit if a device or Service fits within the definition of more than one Resource Unit.
(b)
In the event that a device or Service fits within the definition of more than one Resource Unit, the Parties will refer the matter to the applicable Operational Review Board to determine which Resource Unit applies to such device or Service.
(c)
Where the volume of Resource Units is not cumulative (as determined by Molina) (e.g., FTE hours is a cumulative Resource Unit and desktops supported is a non-cumulative Resource Unit), the volume of Resource Units shall be calculated as the average daily volume of the number of Resource Units for the Period. For cumulative Resource Unit, the volume of Resource Units shall be calculated as on the end of the month.
(d)
For a period of three months from the First Go Live Date of the Agreement and until such time the actual Resource Unit count is determined, invoicing shall be based on the Baseline Units, as set out in the Summary of Projected Charges tab of appendix 4 B (Pricing Matrix) as “Projected Monthly Service Volumes”. Thereafter, once the actual count is completed, a retrospective adjustment shall be carried out to the charges in the subsequent invoice. In such case, Service Provider shall not retrospectively adjust charges for services related Resource Units for which the actual count is within [redacted] of the Baseline Unit count. Molina and Service Provider will complete joint inventory tracking during transition period.
(e)
For the fourth and subsequent months, the parties shall agree the actual volume of any Resource Unit, for the purposes of invoicing within the first 10 days after the month for which the invoice had to be raised. In the event the parties do not agree within 10 days the invoicing will be done based on the last invoiced volume count of Resource Units, and when agreement is reached, any variation shall be credited against the subsequent invoice.
(f)
The term “Resource Unit Data Source” means a database or repository designated by Molina as the repository of all Resource Unit Records that shall track chargeable Resource Units. No Resource Unit Record may be added to the Resource Unit Data Source without Molina's prior agreement. No Resource Unit Record will be deemed a chargeable Resource Unit for a month unless (i) it is listed in the Resource Unit Data Source and (ii) Service Provider provided Services (other than removal) with respect to such Resource Unit Record during a month.
(g)
For avoidance of doubt, the Resource Unit Data Source is for invoicing purposes only and omission of an item from the Resource Unit Data Source shall not affect or reduce Service Provider's responsibility under Schedule 2 (Services) and/or the Exhibits thereto to provide Services with respect to that item.

-6-

(h)
In the event that an item designated as a Resource Unit is replaced by a new item, the Parties will refer the matter to the applicable Operational Review Board (i) to designate an existing Resource Unit that will be associated with such replacement item, (ii) to determine that the replacement item is not relevant for pricing purposes (and thus will not be counted when determining the number of Resource Units), or (iii) to determine that providing Services with respect to the new item requires a new Resource Unit, in which case Service Provider will submit a new Charges proposal to perform Services with regard to such item pursuant to Schedule 2 (Services) or an amendment, as determined by Molina.
(i)
In the event of a change in the amount of a Resource Unit, any change of [redacted] (or such other percentage as the parties specify in the Agreement) of the total amount of such Resource Unit will result in the completion of a formal Change Request.
6.5
The total allowable On-Going Services Charges for Services in connection with a Service Tower shall be the sum of all On-Going Services Charges for Resource Units associated with such Service Tower.
6.6
Service Provider shall measure and report to Molina monthly on the number and type of Resource Units actually utilized by Molina.
6.7
To the extent the Service Provider is responsible for Hardware and Software refresh as set out in the applicable SoW, such refresh shall be at no additional Charge in accordance with the Services, except, in each case subject to agreement by Molina and Service Provider, to the extent Molina requires an accelerated refresh of Molina Hardware and Software in addition to (a) refresh as set out in the SoW or (b) refresh as may be required for Service Provider to fulfil its obligations set out in the Agreement.
6.8
Service Provider may only begin charging Molina for On-Going Service Charges for a Service when all corresponding Transition Milestones for that Service are met.
7.
Supplemental Project Charges
7.1
For a project priced on a time and materials basis outside the scope of Services, the formula for calculating such “Supplemental Project Charges” for each Project Rate for each month shall be calculated as (D x E), where:
(a)
D = the Supplemental Project Rate set forth in Appendix 3-A-13 (Supplemental Rate Card), as applicable in such month, or such lower rate as may be specified in the applicable project statement of work.
(b)
E = Number of Project Productive Hours provided by Service Provider Personnel in the role associated with such Supplemental Project Rate during such month.
7.2
The total allowable Supplemental Project Charges in connection with a project statement of work priced on a time and materials basis shall be the sum of all Supplemental Project Charges for each Supplemental Project Rate associated with such project statement of work without any supplemental amounts, up-charges, or any other fee.

-7-

7.3
For a project statement of work priced on a basis other than time and materials, the Charges shall be set forth in such project statement of work.
8.
Transition Charges
8.1
All Charges for Services performed by Service Provider under Schedule 4 (Transition and Transformation) shall be as set forth in Appendix 3-A-2 (Transition Charges); such Charges shall be fixed, regardless of actual effort undertaken and shall be invoiced by Service Provider to Molina on a Fixed Fee basis in accordance with Appendix 4-B (Milestones).
8.2
For the avoidance of doubt, all costs in connection with providing Transition Services shall be Service Provider's responsibility and include but are not limited to:
(a)
Service Provider Equipment costs
(b)
Training and on-boarding of resources that shall become Service Provider Personnel to charge Productive Hours
(c)
Travel and expense costs
(d)
All Service Provider Equipment, Software and Systems inherent to delivering Transition Services and achieving Service Provider commitments
(e)
Costs associated with providing System access, as specified in the Appendix 4-B-1 (Financial Responsibility Matrix)
(f)
Expense associated with integration of Systems as required by Service Provider to provide Services under the SOW
(g)
Expense associated with the migration of data between Systems (e.g., the transfer of tickets to new queues)
(h)
Service Provider’s costs associated with knowledge transfer
(i)
Any other costs associated with modifying the Services as they are performed on the SOW Effective Date
8.3
If Service Provider fails to achieve acceptance of a Milestone for Transition by its Milestone Date, Service Provider shall be liable for delay payments in accordance with Schedule 4 (Transition and Transformation). The applicable Transition Fee less that total amount of the Delay Payment shall be considered to be the “Adjusted Transition Fee” for that Transition. The total amount of the Adjusted Transition Fee for a Transition may be invoiced by the Service Provider upon Acceptance of the final Transition Milestone for that Transition in accordance with Schedule 4 (Transition and Transformation).
8.4
In the event that Go Live for any Transition does not occur on the relevant Milestone Date any costs incurred by Service Provider shall be borne by the Service Provider and the Transition Charges shall not vary.
9.
Discounts

-8-

Volume Discount. At the end of each annual period, Service Provider shall reimburse Molina an amount calculated as K x L = M, where:
(a)
K = discount percentage as determined pursuant to Appendix 4-B-4 (Volume Discounts) as applicable to the Charges for such period.
(b)
L = the total On-Going Services Charges, Committed Capacity Charges, and Supplemental Project Charges for such period
(c)
M = Discount amount due Molina for such period.
(d)
Volume Discounts and any additional discounts shall be applied, simultaneously with the issuing of the last invoice of each Contract Year.
10.
Inflation Adjustments and Foreign Exchange
All inflationary adjustments, indexation and foreign exchange risk shall be incorporated into the Resource Unit Rates for the Term of the Agreement (including any renewal terms). Commencing on the second anniversary of the Effective Date, and again as of each anniversary of the Effective Date thereafter during the Term, the Service Provider may notify Molina that Supplier wishes to implement a CPI adjustment on the Project Rates; provided however, that (i) onsite Project Rates will not increase by more than the lesser of (a) [redacted] and (b) the Consumer Price Index for All Urban Consumers (CPI-U) as released by the U.S. Department of Labor, Bureau of Labor Statistics for the year prior to the date on which the applicable adjustment is made in accordance with this paragraph and (ii) offshore Project Rates will not increase by more than the lesser of (a) [redacted] and (b) the All India Consumer Price Index for Urban Non-Manual Employees CPI(UNME) (xxxx://Xxxxx_Xxx/xxxx/xxxx.xxxx) for the year prior to the date on which the applicable adjustment is made in accordance with this paragraph. Any adjustment to the Project Rates as set out in this paragraph shall be prospective and shall apply as of the applicable anniversary of the Effective Date.
11.
Invoices and Payments
11.1
All invoices shall be in accordance with the MSA and Schedule 3. Unless otherwise specified, the Service Provider shall submit invoices on a monthly basis in respect of the Services provided in the immediately preceding month. Service Provider may provide separate invoices by Service Bundle. Molina shall pay properly submitted and valid invoices within [redacted] days of the date on which Molina receives the relevant invoice ("Due Date"). Service Provider will provide invoices to Molina in accordance to a mutually agreed Form of Invoice. The Service Provider shall ensure for each invoice:
(a)
Specifies the period to which the invoice relates;
(b)
Specifies the Services to which the invoice relates;
(c)
Sets out the calculations used to reach the amount of the Charges that are being invoiced;

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(d)
Separately itemizes any expense or taxes said to be payable by Molina;
(e)
Specifies the Service Provider's tax number;
(f)
Specifies the relevant purchase order number; and
(g)
Contains any other information reasonably required by Molina, from time to time.
11.2
Service Provider shall perform all services and record all Productive Hours within the Molina system of record for Third Parties.
11.3
The Service Provider shall maintain complete and accurate records of, and supporting documents for, the amounts billable to and payments made by Molina under the Agreement in accordance with generally accepted accounting principles, applied on a consistent basis, for a minimum period of seven (7) years (unless a longer period is required by law or regulation in which case such longer period shall be deemed to apply) following the end of the Term or the Termination Assistance Period, whichever is the later
11.4
The Service Provider will provide Molina with all such documentation and other information as Molina may reasonably require with respect to each invoice to verify its accuracy and compliance with the provisions of the Agreement.
11.5
Without prejudice to paragraph 9.4, Molina may at any time require the Service Provider to provide with every invoice a schedule of supporting information relating to that invoice.
11.6
Without prejudice to any Milestone Payments, if the Service Provider does not invoice Molina within 120 days of the end of the month in which such Services were performed, the Service Provider shall be deemed to have waived its right to be paid for such Services.
12.
Disputed Invoices
12.1
If there is a dispute about any Charge in an invoice that is raised before an invoice is issued, no Charge reflecting the amount in dispute shall be included within an invoice.
12.2
Molina may dispute any Charges appearing in an invoice, provided it does so on reasonable grounds and provides a written explanation of those grounds to the Service Provider. Upon receipt of Molina’s written explanation, the Service Provider shall initiate the Fast-Track Dispute Resolution Procedure and the parties shall resolve the dispute using that procedure. If Service Provider has concerns about delays in payment of undisputed amounts resulting from this process, Service Provider may raise such concerns as part of the meetings of the applicable Operational Review Board.
12.3
If a Charge based on a disputed amount that was raised by Molina prior to the issue of an invoice appears in an invoice, or if Molina disputes any Charges appearing in an invoice in accordance with this Section 11, Molina may reject the entire invoice. If Molina does so, and there remain any undisputed amounts in the rejected invoice:
(a)
the Service Provider shall reissue (within five (5) Business Days) the invoice without the amounts in dispute; and

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(b)
the time that Molina has to pay the undisputed amounts shall be calculated, in accordance with Section 9.1, from the date the second (and undisputed) invoice is received (provided the Service Provider reissues the invoice).
12.4
The Service Provider may provide a separate invoice to reflect the Charges in dispute in order to document the disputed Charges (a “Holding Invoice”). Molina has no obligation to pay any Charges in a Holding Invoice until the dispute is resolved.
13.
Service Credits
13.1
If the Service Provider is liable to allow any Molina Company any Service Credits:
(a)
those Service Credits shall be issued as a credit note, which Service Provider shall identify as applicable only as a credit credited against the Charges in a future invoice issued by the Service Provider to Molina for the Services; or
(b)
if there are no further invoices to be issued by the Service Provider, or if no further invoice is issued by the Service Provider within sixty (60) days from the date on which the Service Credits are incurred, the Service Provider shall pay an amount equal to those Service Credits to Molina as a liquidated sum within thirty (30) days from receipt of written notice from Molina.
13.2
If the Service Provider is liable to allow any Molina Company any Service Credits, and Local Services Agreements have been entered into pursuant to the Agreement, Molina shall specify the Local Services Agreement(s) in respect of which Molina requires the Service Provider to issue the Service Credit, and the amount of the Service Credit which Molina requires to be allocated to each Local Services Agreement. Such amounts shall be credited to the relevant Molina LSA Party in accordance with the preceding paragraph.
14.
Delivery Credits
14.1
If the Service Provider is liable to allow any Molina Company any Delivery Credits:
(a)
those Delivery Credits shall be issued as a credit note, which Service Provider shall identify as applicable as a credit against the Charges in a future invoice issued by the Service Provider to Molina for the Services; or
(b)
if there are no further invoices to be issued by the Service Provider, or if no further invoice is issued by the Service Provider within sixty (60) days from the date on which the Delivery Credits are incurred, the Service Provider shall pay an amount equal to those Delivery Credits to Molina as a liquidated sum within thirty (30) days from receipt of written notice from Molina.
14.2
If the Service Provider is liable to allow any Molina Company any Delivery Credits, and Local Services Agreements have been entered into pursuant to the Agreement, Molina shall specify the Local Services Agreement(s) in respect of which Molina requires the Service Provider to issue the Delivery Credit, and the amount of the Delivery Credit which Molina

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requires to be allocated to each Local Services Agreement. Such amounts shall be credited to the relevant Molina LSA Party in accordance with preceding paragraph.
15.
Expenses
Save as provided in this paragraph, the Service Provider shall not be entitled to charge nor to invoice Molina for travel and/or accommodation costs or other expenses incurred in the provision of the Services. Accordingly, such Service Provider expenses are not separately reimbursable by Molina unless, on a case by case basis for unusual expenses, Molina has agreed in advance and in writing to reimburse the Service Provider for a particular expense and such expenses are incurred in accordance with Molina's travel and expenses policy as updated by Molina from time to time and provided that:
(a)
The expense is a necessary (as determined by Molina) part of satisfying a requirement the Services and is incurred by the Service Provider during providing Services;
(b)
The amount charged to Molina is no greater than the actual documented cost incurred by the Service Provider;
(c)
The amount charged is supported by an original proof of purchase.
(d)
The amount of any travel and/or living expenses charged to Molina is no greater than the travel and/or living expenses cap communicated to the Service Provider by Molina; and
(e)
The amount charged was not incurred as part of participation in scheduled governance meetings as contemplated by schedule 7 (Governance).
16.
Financial Responsibility for Non-Service Expenses
16.1
Appendix 3-A-1 (Financial Responsibility Matrix) indicates whether Service Provider or Molina is financially responsible for:
(a)
Personnel,
(b)
Software,
(c)
Equipment, and
(d)
Facilities.
16.2
Where responsibility is indicated as being Service Provider's responsibility, the Service Fees include all costs related to the provision of such service, Software, Equipment or other item.  
17.
Additional Commitments by Service Provider
17.1
As of the Service Commencement Date, the Service Provider shall fully fund an innovation fund (the “Innovation Fund”) in an amount totalling [redacted]. After the total Charges under this Agreement have exceeded [redacted], then additional amounts shall accrue in the Innovation Fund monthly at the [redacted] of the monthly Charges.

-12-

17.2
Amounts in the Innovation Fund may be used only to fund time and materials projects in connection with the Services under this Agreement by the application of Service Provider Personnel time against the Innovation Fund using the applicable rates listed in Appendix 3-A-13 with a [redacted] discount. In order to use the Innovation Fund, the applicable Project Work Order shall state that it will be funded by the Innovation Fund.
17.3
Amounts in the Innovation Fund must be used during the Term and will be utilized on a first-in-first-out basis (i.e., the amounts first accrued will be treated as the first spent). Amounts that are not used the Term shall be treated as expired, and shall no longer be available.  For purposes of clarity, the balance of the Innovation Fund may not be utilized as a credit or set-off against amounts due under the Agreement (other than Project Work Orders expressly agreed to be Innovation Fund Project Work Orders), and any unused amounts will not be paid out in the form of cash or any similar remuneration. Amounts accrued in the Innovation Fund may be used only as described herein.
18.
Transformation Credit
18.1
If the Service Provider fails to achieve Acceptance of all of the following (collectively, the “Transformation Milestones”), each of which is a Milestone, by the close of business hours at Molina’s corporate headquarters on the date that is [redacted] after the Service Commencement Date (which is the applicable Milestone Date), then Service Provider shall pay the applicable Monthly Transformation Credit on the first day of each calendar month until the Aggregate Transformation Credit is paid in full:
(a)
Migration of Non-production Servers – [redacted] which the Service Provider is to prepare pursuant to Section 7 (Transformation) of Schedule 4 (Transition and Transformation) have been Accepted by Molina for lift and shift type of migration;
(b)
Migration of Production Servers – [redacted] which the Service Provider is to prepare pursuant to Section 7 (Transformation) of Schedule 4 (Transition and Transformation) have been Accepted by Molina for lift and shift type of migration].
The volume of VMs that are pertinent for the percentages set out in the Transformation Milestones above will be finalized at the end of assessment phase, in accordance with Schedule 4 (Transition and Transformation).
18.2
For the avoidance of doubt, in the event the Service Provider fails to achieve all of the Transformation Milestones by the applicable Milestone Date, the Service Provider shall pay the entirety of the Aggregate Transformation Credit to Molina even if the Service Provider later completes all of the Transformation Milestones before the Service Provider pays to Molina the final Monthly Transformation Credit.
18.3
The Service Provider shall pay each Monthly Transformation Credit to Molina as a Service Credit, as contemplated in paragraph 13.1.
18.4
“Monthly Transformation Credit” means (a) with respect to the first such amount payable by the Service Provider, [redacted] and (b) with respect to each such amount payable by

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the Service Provider thereafter, [redacted]. “Aggregate Transformation Credit” means [redacted].

APPENDIX 3A – PRICING MATRIX
[See Attached]


-14-




CONFIDENTIAL TREATMENT REQUESTED


cfinal.jpg

-1-
CONFIDENTIAL TREATMENT REQUESTED




Pricing Workbook Instructions
Table 1. Instructions
 
1
Suppliers to fill ONLY cells in PURPLE
 
2
Commercials are based on information provided in RFP/Client Document
 
3
The charges are specified in USD currency
 
4
Count of devices for the purpose of determining actual units for invoicing, will happen on 1st of every month.
Table 2. Appendix Table of Contents
Pricing Matrix:
 
Appendix Reference
Appendix Title
Description
 
Appendix 3-A
Pricing Matrix Summary
Sets forth the pricing framework, matrix and constructs for all functions.
 
Appendix 3-A-1
Financial Responsibility Matrix (FRM)
Sets forth whether Supplier or Molina shall be financially responsible for the expenses associated with Personnel, Software, Equipment, Facilities, Systems and other expenditures related to the provision of Services during the SOW Term.
 
Appendix 3-A-2
Transition Charges
Sets forth the charges associated with Transition Services, which shall be invoiced on a Fixed Fee, per milestone basis.
 
Appendix 3-A-3
Termination Charges
Sets forth charges in the event of Termination for Convenience.
 
Appendix 3-A-4
Volume Discounts
Sets forth the discount percentages Supplier shall credit Molina based on all Services provided by Supplier in a given period.
 
Appendix 3-A-5
Invoicing Structure
Sets forth the invoice structure to be used by the Supplier.
 
Appendix 3-A-6
Infrastructure Pricing
Sets forth the Resource Units and corresponding Unified Compute Monthly Charges that are chargeable to the Molina for in-scope Infrastructure Services.
 
Appendix 3-A-7
Security Pricing
Sets forth the Security Monthly Charges that are chargeable to the Molina for in-scope Security Services.
 
Appendix 3-A-8
EUS Pricing
Sets forth the Resource Units and corresponding End User Services Monthly Charges that are chargeable to the Molina for in-scope End User Services.
 
Appendix 3-A-12
Resource Unit Definitions
Sets forth the definitions for Resource Units as indicated in other pricing worksheets.
 
Appendix 3-A-13
Supplemental Rate Card
Sets forth the approved roles and rates for Supplier personnel to be used in cases of Supplemental Project Charges
 
Appendix 3-A-14
Molina Requirements
Sets forth the list of requirements expected of Molina in the case that they are not met, may have qualitative or financial implications.
Pricing Changes:
 
Tab Reference
Tab Title
Description
 
EUS Steady State
[redacted]
Details the changes in pricing for [redacted].
 
EUS Transition
[redacted]
Details the changes in pricing for [redacted].
 
Core Infra Steady State
[redacted]
Details the changes in pricing for [redacted].
 
Core Infra Transition
[redacted]
Details the changes in pricing for [redacted].
 
Security Steady State
[redacted]
Details the changes in pricing for [redacted].
 
Security Transition
[redacted]
Details the changes in pricing for [redacted].


-2-
CONFIDENTIAL TREATMENT REQUESTED


Summary Results

Molina-Owned Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year 1 TCO
Year 2 TCO
Year 3 TCO
Year 4 TCO
Year 5 TCO
Year 1 Units
Year 2 Units
Year 3 Units
Year 4 Units
Year 5 Units
Units
 
 
Year 1 Pricing
Year 2 Pricing
Year 3 Pricing
Year 4 Pricing
Year 5 Pricing
Year 1 Productivity
Year 2 Productivity
Year 3 Productivity
Year 4 Productivity
Year 5 Productivity
1. Infrastructure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Server Services (MHI)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Physical (Non-Virtualized) Servers
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Physical (Virtualized) Servers
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
VM Ware ESX Virtualization
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Others (Nutanix)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Storage Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SAN/NAS Storage
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
SAN-Only
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
NAS-Only
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Object
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Storage Services - Remote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NAS
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Optimization Appliance
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Backup Technology/Hardware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appliance Count
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Storage Capacity
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Data Throughput
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Network Hardware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Access Point
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Switches
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Routers
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Firewalls and other Perimeter Device
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Load Balancers
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Other Devices
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
LAN Controllers
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Meraki Gateways
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Meraki Remote Z1
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Data Circuits
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Voice Circuits
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Gateways (Analog/Fax)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Network Software
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Voice Gateways
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
DB Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DR
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Production
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
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Non-Production
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Middleware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SQL Server
[redacted]
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Oracle ODA
[redacted]
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[redacted]
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Oracle Exadata
[redacted]
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[redacted]
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Oracle PCA
[redacted]
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[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 

-3-
CONFIDENTIAL TREATMENT REQUESTED


Molina-Owned Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Netezza
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
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[redacted]
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WebLogic
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Jump Servers
[redacted]
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IIS
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MariaDB
[redacted]
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[redacted]
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MySQL
[redacted]
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[redacted]
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Oracle Server
[redacted]
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[redacted]
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Citrix
[redacted]
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[redacted]
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ADFS
[redacted]
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[redacted]
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BizTalk
[redacted]
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[redacted]
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Exchange
[redacted]
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[redacted]
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Cloudera - does not yet factor Cloud
[redacted]
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[redacted]
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Pivotal (Hortonworks)
[redacted]
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[redacted]
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Active Directory
[redacted]
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[redacted]
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Delphix
[redacted]
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[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Data Collection Tools/Software
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
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[redacted]
[redacted]
 
 
[redacted]
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[redacted]
 
Collaboration
[redacted]
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[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
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[redacted]
[redacted]
 
Configuration Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Data Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
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[redacted]
[redacted]
[redacted]
 
Endpoint Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
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[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
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[redacted]
[redacted]
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[redacted]
 
Hypervisor
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Load Balancing
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Operations Monitoring/Metircs
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
QA
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Security
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Service Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Storage & Backup
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Other Supplier Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Charges (Supplier to Specify)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Single Service Pricing (See Infrastructure Pricing Tab)
 
 
Single Service Pricing
2. Security Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Security Services
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Single Service Pricing (See Security Pricing Tab)
 
 
Single Service Pricing
3. End User Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 1 Service Desk
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End Users (Corporate Offices)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
End Users (VIP)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
End User Computing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Desktops
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Laptops
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Tablets
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Desktop Phones
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Mobile Phones
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
End Users (White Glove Service)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
End User Supported Software
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Utility and Device
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Development
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Network Application/Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]

-4-
CONFIDENTIAL TREATMENT REQUESTED


Molina-Owned Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Content Authoring and Management
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Data Management and Query
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Information Exchange
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Security and Protection
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Industry-Specific
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Business Function
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Operating Environment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Education and Reference
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Finance
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Other
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
Other Supplier Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Charges (Supplier to Specify)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition Fees (All Towers)
2018
2019
2020
2021
2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Infrastructure Transition Fees
$-
$-
$-
$-
$-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUS Transition Fees
$-
$-
$-
$-
$-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Security Transition Fees
$-
$-
$-
$-
$-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Transition Fees
$ -
$ -
$ -
$ -
$ -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Termination Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Termination Fees (All Towers)
2019
2020
2021
2022
2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Infrastructure Termination Fees
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUS Termination Fees
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Security Termination Fees
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Termination Fees
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Transformation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019 Cost of Transformation
2020 Cost of Transformation
2021 Cost of Transformation
2022 Cost of Transformation
2023 Cost of Transformation
5 Years Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Price
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



-5-
CONFIDENTIAL TREATMENT REQUESTED


Financial Responsibility Matrix


Facilities
 
 
Asset and Expense Allocation: Capital / Expense / Lease Cost
 
 
 
 
Key
 
 
 
 
 
Current Assets
Refresh
Upgrade / Enhance
Growth
 
Client
Client financially responsible
 
Client Facilities
[redacted]
[redacted]
[redacted]
[redacted]
 
Supplier
Supplier financially responsible
Supplier Facilities
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Data telecommunications service and access fees
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Telecommunication circuit provisioning
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Long-Distance Phone Calls
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Local Phone Calls
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Use of Office Space
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Use of Office Supplies
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
Use of Other Office Equipment
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All Resource Categories
 
 
 
 
 
 
 
 
 
Supplier Staff on Client Premises
 
 
 
 
 
 
 
 
 
 
Long-Distance Phone Calls
[redacted]
N/A
N/A
N/A
 
 
 
 
 
 
Local Phone Calls
[redacted]
N/A
N/A
N/A
 
 
 
 
 
 
Use of Office Space
[redacted]
N/A
N/A
N/A
 
 
 
 
 
 
Use of Office Supplies
[redacted]
N/A
N/A
N/A
 
 
 
 
 
 
Use of Other Office Equipment
[redacted]
N/A
N/A
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Approved Supplier Facilities
Pursuant to Section [TBD - Supplier Facilities] the following locations are approved for the provision of Services
 
 
 
 
 
Location 1
Location 2
Location 3
Location 4
Location 5
Location 6
 
 
Primary Contact Phone Number
00 00 000 00000
00 000 000 0000
 
 
 
 
 
 
Address Line 1
Infosys Ltd.
Infosys Ltd.
Infosy Ltd.
 
 
 
 
 
Address Line 2
Electronics City, Xxxxx Xxxx
Xxxx# X-0, IT City, Xxxxxx 00 Xxxxx, XXX Xxxxx
000 Xxxx Xxxxxx
 
 
 
 
 
Address Line 0
Xxxxxxxxx
Xxxxxx
Xxxx xxxxx
 
 
 
 
 
Xxxxx/Xxxxxxxx
Xxxxxxxxx
Xxxxxx
CA 90802
 
 
 
 
 
Routing Number
 
 
 
 
 
 
 
 
Country
India
India
USA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software
 
 
Asset Allocation: License / Lease Cost
 
 
 
 
Contract Expenses
 
 
Resource Category:
 
 
Current License
Replacement SW
SW Currency
Release/Upgrade
Growth
Maintenance
 
 
Infrastructure at Supplier Facilities
 
 
 
 
 
 
 
 
 
All basic personal computer Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All application development Software tools
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All server, networking, and management Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All other Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
Infrastructure at Client Facilities
 
 
 
 
 
 
 
 
 
All basic personal computer Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All application development Software tools
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All server, networking, and management Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All remote access (e.g. Citrix) Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
All other Software
[redacted]
[redacted]
n / n-1
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 

-6-
CONFIDENTIAL TREATMENT REQUESTED


Facilities
 
 
Asset and Expense Allocation: Capital / Expense / Lease Cost
 
 
 
 
Key
 
 
Equipment
 
 
Asset Allocation: Capital / Lease Cost
 
 
 
 
Contract Expenses
 
 
Resource Categories
 
 
Current Assets
Refresh
Cycle
Upgrade / Enhance
Growth
Maintenance
 
 
Infrastructure at Supplier Facilities
 
 
 
 
 
 
 
 
 
All personal computing Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All telecommunications Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All server, networking, and management Equipment (Public Cloud / Traditional)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All server, networking, and management Equipment (Private Cloud)
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All other Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
Infrastructure at Client Facilities
 
 
 
 
 
 
 
 
 
All personal computing Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All telecommunications Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All server, networking, and management Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
All other Equipment
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplier Personnel
 
 
Salary & Benefits
Travel
Training
Relocation
Staffing Incr. / Decr.
Severance
Retention Payments
 
Transitioned Employees
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Transitioned Contractors
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Third-Party Service Contracts
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 
Supplemental Supplier Personnel
 
 
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
 



-7-
CONFIDENTIAL TREATMENT REQUESTED


Transition Fees

 
 
 
 
 
 
 
 
 
Transition Fees Year 1
Transition Fees Year 2
Transition Fees Year 3
Transition Fees Renewal Year 4
Transition Fees Renewal Year 5
 
 
 
 
 
 
 
 
 
 
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 5
Year 5
Year 5
Year 5Year 5 Year 5 Year 5 Year 5 Year 5 Year 5 Year 5 Year 5
 
Expense Line Items
 
Description / Inputs
 
Unit
Currency
Total Fees
 
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Month 7
Month 8
Month 9
Month 10
Month 11
Month 12
Month 13
Month 14
Month 15
Month 16
Month 17
Month 18
Month 19
Month 20
Month 21
Month 22
Month 23
Month 24
Month 25
Month 26
Month 27
Month 28
Month 29
Month 30
Month 31
Month 32
Month 33
Month 34
Month 35
Month 36
Month 37
Month 38
Month 39
Month 40
Month 41
Month 42
Month 43
Month 44
Month 45
Month 46
Month 47
Month 48
Month 49
Month 50
Month 51
Month 52Month 53 Month 54 Month 55 Month 56 Month 57 Month 58 Month 59 Month 60
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                
Infrastructure Transition Fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition Start Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commencent of Services Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Onsite
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Offshore
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hardware Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facilities
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Travel & Expenses
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Connectivity
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-Personnel Transition Fees
 
 
Total Fees
USD
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                
EUS Transition Fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition Start Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commencent of Services Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Onsite
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Offshore
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hardware Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facilities
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Travel & Expenses
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-Personnel Transition Fees
 
 
Total Fees
USD
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Security Transition Fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition Start Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commencent of Services Date
[Insert Date]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Onsite
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onsite Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Provider Personnel Offshore
[Insert Justification]
 
Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore FTE Rate (per month)
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore Personnel Fees
[Insert Justification]
 
Fees
 
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Software Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hardware Investments
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facilities
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Travel & Expenses
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
[Insert Justification]
 
Fees
USD
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Non-Personnel Transition Fees
 
 
Total Fees
USD
0.00
 
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Months Required for Termination
>
[Insert Number of Months]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 1
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 2
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 3
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 4
Year 5
Year 5
Year 5
Year 5Year 5 Year 5 Year 5 Year 5 Year 5 Year 5 Year 5 Year 5
 
Expense Line Items
 
Description / Inputs
 
Unit
Currency
Total Fees
 
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Month 7
Month 8
Month 9
Month 10
Month 11
Month 12
Month 13
Month 14
Month 15
Month 16
Month 17
Month 18
Month 19
Month 20
Month 21
Month 22
Month 23
Month 24
Month 25
Month 26
Month 27
Month 28
Month 29
Month 30
Month 31
Month 32
Month 33
Month 34
Month 35
Month 36
Month 37
Month 38
Month 39
Month 40
Month 41
Month 42
Month 43
Month 44
Month 45
Month 46
Month 47
Month 48
Month 49
Month 50
Month 51
Month 52Month 53 Month 54 Month 55 Month 56 Month 57 Month 58 Month 59 Month 60
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
infrastructure Termination Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor Fees not to Exceed
Free Transition and Wind down cost
 
Rate/Month
USD
 
 
[redacted]
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Asset Fees not to Exceed
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Infrastructure Termination Fees
Free Transition and Wind down cost
 
Fees
 
[redacted]
 
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EUS Termination Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor Fees not to Exceed
Free Transition and Wind down cost
 
Rate/Month
 
 
 
[redacted]
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Asset Fees not to Exceed
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUS Termination Fees
Free Transition and Wind down cost
 
Fees
 
[redacted]
 
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-8-
CONFIDENTIAL TREATMENT REQUESTED


 
 
 
 
 
 
 
 
 
Transition Fees Year 1
Transition Fees Year 2
Transition Fees Year 3
Transition Fees Renewal Year 4
Transition Fees Renewal Year 5
 
Security Termination Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Labor Fees not to Exceed
Free Transition and Wind down cost
 
Rate/Month
 
 
 
[redacted]
[redacted]
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Asset Fees not to Exceed
[Insert Justification]
 
Rate/Month
USD
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Application Termination Fees
Free Transition and Wind down cost
 
Fees
 
[redacted]
 
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-9-
CONFIDENTIAL TREATMENT REQUESTED


Discount Schedule
 
 
 
% Discount
Total Incremantal Charges ($)
 
 
 
Year 1
Year 2
Year 3
Year 4
Year 5
 
 
 
 
(1st 12 Months)
(2nd 12 Months)
(3rd 12 Months)
(4th 12 Months)
(5th 12 Months)
>
0
and <
5,000,000
 
 
 
 
 
>
5,000,000
and <
10,000,000
 
 
 
 
 
>
10,000,000
and <
15,000,000
 
 
 
 
 
>
15,000,000
and <
20,000,000
 
 
 
 
 
>
20,000,000
and <
25,000,000
 
 
 
 
 
>
25,000,000
and <
30,000,000
 
 
 
 
 
>
30,000,000
and <
35,000,000
 
 
 
 
 
>
35,000,000
and <
40,000,000
 
 
 
 
 
>
40,000,000
and <
45,000,000
 
 
 
 
 
>
45,000,000
and <
50,000,000
 
 
 
 
 
>
50,000,000
and <
55,000,000
 
 
 
 
 
>
55,000,000
and <
60,000,000
 
 
 
 
 
>
60,000,000
and <
65,000,000
 
 
 
 
 
>
65,000,000
and <
70,000,000
 
 
 
 
 
>
70,000,000
and <
75,000,000
 
 
 
 
 
>
75,000,000
and >
 
 
 
 
 
 




-10-
CONFIDENTIAL TREATMENT REQUESTED


 
Invoice Description
Services In Scope
Invoicing Entity Name
Invoicing Entity Country
Invoicing Entity State
Invoicing Entity City
Invoiced Entity
Invoiced Entity Country
Invoiced Entity State
Invoiced Entity City
Percentage of Total Fees
Frequency of Invoice
Currency of Pricing
Currency of Invoicing & Payment
Payment Receipt Entity
1. Infrastructure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Towards Server and DC Support services rendered for the month of < Month Invoiced>
Support
Infosys Limited
India
TamilNadu
Chennai
[redacted]
Xxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxxxxx XX XX 00000-0000
[redacted]
Monthly
USD
USD
Invoicing Entity
 
 
 
 
 
 
 
 
 
 
 
 
 
USD
USD
Invoicing Entity
2. End User Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Towards End User Devices and Softwares support services rendered for the month of < Month Invoiced>
Support
Infosys Limited
India
TamilNadu
Chennai
[redacted]
Xxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxxxxx XX XX 00000-0000
[redacted]
Monthly
USD
USD
Invoicing Entity
 
 
 
 
 
 
 
 
 
 
 
 
 
USD
USD
Invoicing Entity
3. Security
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Towards Infrastructure security support services rendered for the month of < Month Invoiced>
Support
Infosys Limited
India
TamilNadu
Chennai
[redacted]
Xxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxxxxx XX XX 00000-0000
[redacted]
Monthly
USD
USD
Invoicing Entity




-11-
CONFIDENTIAL TREATMENT REQUESTED


Infrastrucutre Pricing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: Year 1 begins on the Commencement Date, after completion of Transition
All Resource Unit Rates in USD (United States Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onshore/Offshore Ratios
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage Onshore:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onshore Location:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage Offshore:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offshore Location:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RU Exceptions to Onshore Ratio
 
 
 
 
 
 
 
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Document Metadata

Filed: February 19th, 2019
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