Common use of Benchmark Study Clause in Contracts

Benchmark Study. (a) Not less than once in each [*] period of the term of each Transaction Document commencing on the Commencement Date of each Transaction Document, Equifax may elect to have a benchmark study performed for the Services provided pursuant to each such Transaction Document or for any subset of such Services. The cost payable to a third party benchmark organization for the benchmark activity will be split equally by the Parties. The Parties will jointly designate and engage the third party benchmark organization. The benchmark study will focus on outsourcing services providers that regularly provide the full range of Services provided by EDS to the Equifax Group under the applicable Transaction Document and on the outsourcing engagements of those providers for substantially similar services in substantially similar quantities. (b) Each Transaction Document will set forth a price/performance value for the Services (including subset of the Services) provided under such Transaction Document and the scale or System against which such price/performance value was determined (the "Performance Value"). The Performance Value will be ----------------- either the Norm or an agreed deviation from the Norm, and the Parties shall exercise the rights and obligations described herein if EDS's overall performance rating with respect to the Services is not as good as the agreed upon Performance Value. For purposes of the Agreement, the "Norm" ---- shall be the average price/performance of all customers (both outsourced and non-outsourced customers) being compared during the benchmark study against the scale or system pursuant to which such customers were measured. (c) The result of each benchmark study will be submitted to the Integrated Planning Team. In the event that the benchmark study indicates that EDS's overall performance rating as compared to the applicable Performance Value rating for the benchmarked Services, or subset of the Services, under a Transaction Document is not as good as the Performance Value for such Services set forth in such Transaction Document, EDS will adjust its pricing on a prospective basis for the Services, or such subset of the Services, to meet the agreed Performance Value; provided, however, such adjustment will not forgive, compromise release or modify EDS's obligation to perform the Services in accordance with the Performance Standards and Minimum Service Levels. The benchmark study results may reduce but not increase the fees and charges for the Services set forth in the Agreement. (d) No Annual Adjustment as described in Section 9.4 of this Master Agreement ----------- will be applied to any element(s) of the pricing adjusted pursuant to this Section 9.8 for the year in which the pricing of such elements were so ----------- adjusted.

Benchmark Study. (a) Not less than once in each [*] period At the end of the term first * * * years of the Term and at the end of each Transaction Document commencing on the Commencement Date of each Transaction Document* * * year period thereafter, Equifax U.S. may elect to have a benchmark study performed for the Services provided pursuant to each such all in-scope Towers on a Transaction Document basis or for any subset of such ServicesTowers. The cost payable to a third party benchmark organization for the benchmark activity will be split equally by the Parties. The Parties will jointly designate and engage the third party benchmark organization. The benchmark study will focus on outsourcing services providers that regularly provide the full range of Services provided by EDS IBM to the Equifax Group under the applicable Transaction Document Agreement and on the outsourcing engagements of those providers for substantially similar services in substantially similar quantities. (b) Each Transaction Document will set forth a price/performance value for the each Tower included in Services (including subset of the Services) provided under such Transaction Document and the scale or System system against which such price/performance value was determined (the "Performance Value"). The Performance Value will be ----------------- either the Norm or an agreed deviation from the Norm, and the Parties shall exercise the rights and obligations described herein if EDSIBM's overall performance rating with respect to the Services is not as good as the agreed upon Performance Value. For purposes of the Agreement, the "NormNORM" ---- shall be the average price/performance of all customers (both outsourced and non-outsourced customers) being compared during the benchmark study against the scale or system pursuant to which such customers were measured. (c) The result of each benchmark study will be submitted to the Integrated Planning TeamIPT, Equifax and IBM. In the event that the benchmark study indicates that EDSIBM's overall performance rating as compared to the applicable Performance Value rating for the benchmarked Services, or subset of the Services, any Tower under a Transaction Document is not as good as the Performance Value for such Tower(s), the IPT will promptly use such study as an evaluative tool to identify opportunities for improvements in the technical configuration, performance, cost and/or aggregate pricing of the Services allocable to such Tower(s). d) With respect to each area identified by the IPT in each benchmark study as an area for improvement in the * * * Indicates omitted material that is the subject of a Confidential Treatment Request filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. Equifax / IBM Confidential technical configuration, performance, cost and/or aggregate pricing of the Services allocable to the Tower which is the subject of the study, as set forth in SECTION 9.8(c), IBM will (i) with the cooperation of Equifax, prepare and submit to the IPT an action plan, including an estimated completion date, to conform each identified area for improvement to the agreed Performance Value, (ii) start the implementation of such Transaction Documentplan within six (6) months of the identification by the IPT of such area, EDS and (iii) proceed in a commercially reasonable manner to complete the plan in the agreed period, to conform such area to the agreed Performance Value. Equifax will cooperate with IBM in a commercially reasonable manner to assist IBM in this activity. Notwithstanding the foregoing, IBM may, at its sole discretion, elect to adjust its pricing on a prospective basis for the Services, or such subset of the Services, so as to meet the agreed Performance Value; provided. e) Completion of the agreed improvement plan or adjustment of the price, howeveras set forth in Section 9.8(d), shall be IBM's complete obligation with respect to the benchmark study results. f) In the event that IBM shall fail to comply with the requirements of SECTION 9.8(d) as to one or more Towers, Equifax may terminate the applicable Transaction Document with respect to the Tower(s) as to which IBM has failed to comply with the requirements of SECTION 9.8(d), take the Services allocable to such adjustment Tower(s) in-house or place them with a third party outsourcing services provider, and take such portion of the Services out of the scope of the Services and receive a credit for such reduction in the Services against the charges for the Services allocable to such Tower(s). Upon such termination, Equifax will not forgivebe required to pay any Termination Charge allocable to such Tower(s), compromise release but will be required to pay any Wind-Down Expenses allocable to such Tower(s). g) Nothing in this SECTION 9.8 shall be deemed to reduce or modify EDS's obligation increase the obligations of IBM to perform provide the Services in accordance with and/or satisfy the Performance Standards and Minimum Service Levels. The benchmark study results may reduce but not increase the fees and charges for the Services Levels as set forth in the Agreement. (d) No Annual Adjustment as described in Section 9.4 of this Master Agreement ----------- will be applied to any element(s) of the pricing adjusted pursuant to this Section 9.8 for the year in which the pricing of such elements were so ----------- adjusted.