Common use of Benchmarking Review Clause in Contracts

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of well-managed suppliers performing similar services to determine whether DIR is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider to provide and comply with unique DIR requirements, (v) whether taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, (vii) differences in the volumes of the services being compared, (viii) applicability of service levels, and (ix) material differences in terms and conditions.

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of well-managed suppliers performing similar services to determine whether DIR is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume volume, and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider to provide and comply with unique DIR requirements, ; (v) whether taxes are included in such pricing or stated separately in supplier invoices, ; (vi) the restrictions related to location of the delivery of the Services, ; (vii) differences in the volumes of the services being compared, ; (viii) applicability of service levels, ; and (ix) material differences in terms and conditions.

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR Hercules may, at its expense and subject to this Section 11.1011.8, engage the services of an independent and recognized third party (e.g., Gartner Inc.) (a "“Benchmarker"”) to compare the quality and price cost of all or any Service Component portion of the Services against the quality and price cost of well-other well managed suppliers service providers performing similar services to determine whether DIR ensure that Hercules is receiving from Service Provider Supplier pricing and levels of service that are competitive with market rates rates, prices and pricesservice levels, given the nature, volume and type of Services and Service Levels provided by Service Provider Supplier hereunder ("“Benchmarking"”). The Parties shall confer in good faith (with the assistance of the Benchmarker) regarding the methodology to be used by the Benchmarker during the Benchmarking. In making this comparisoncomparison and any adjustments related thereto, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), substantially comply with such agreed upon methodology and shall further consider the following factors and normalize the pricing data as and to the extent appropriatefactors: (i) whether supplier transition, transformation, and other transition charges are paid by the customer as incurred or amortized over a period the term of timethis Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer's ’s existing assets or assumption of any agreementsassets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider Supplier to provide and comply with unique DIR Hercules requirements, ; and (v) whether taxes Service Taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, (vii) differences in the volumes of the services being compared, (viii) applicability of service levels, and (ix) material differences in terms and conditions.

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR may, at its expense and subject to this Section 11.10, Commencing *** Allegheny may *** engage the services of an independent third party (a "“Benchmarker"”) to compare the quality and price cost of all a Tower or any Service Component of the Services as a whole, as applicable, against the quality and price cost of well-other well managed suppliers service providers performing similar services to determine whether DIR Allegheny is receiving from Service Provider pricing and levels of service that are competitive with market rates rates, prices and pricesservice levels, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("“Benchmarking"”). The benchmarker shall be engaged on terms consistent with this Section 11.10 and otherwise acceptable to Allegheny, provided that Service Provider shall have an opportunity to review and comment on the proposed agreement. If the Service Provider believes the agreement in the form proposed by Allegheny is inconsistent with this Section 11.10 such that the benchmarking is likely to be skewed in favor of Allegheny, Service Provider may submit the issue to dispute resolution pursuant to Section 19. *** In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients)the following factors, and shall further consider such other factors as it deems appropriate under the following factors circumstances, and normalize adjust the pricing data prices as and to the extent appropriate: (iA) whether supplier transition, transformation, transition and other transformation charges are paid by the customer as incurred or amortized over a period the term of timethe agreement or the manner in which such transition and transformation charges are invoiced and paid; (iiB) the extent to which supplier pricing includes the purchase of the customer's ’s existing assets or assumption of any agreementsassets; (iiiC) the extent to which supplier pricing includes the cost of acquiring future assets; (ivD) the extent to which this Agreement calls for Service Provider to provide and comply with unique DIR Allegheny requirements, ; and (vE) whether taxes Service Taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, (vii) differences in the volumes of the services being compared, (viii) applicability of service levels, and (ix) material differences in terms and conditions.

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR Xxxxxxxx may, at its expense and subject to this Section 11.10SECTION 11.11, engage the services of an independent third party (a "BenchmarkerBENCHMARKER") to compare the quality and price cost of all one or any more of the Functional Service Component Areas of the Services against the quality and price cost of well-first tier, well managed suppliers service providers performing similar services to determine whether DIR verify that Xxxxxxxx is receiving from Service Provider pricing and levels of service that are competitive with market rates rates, prices and pricesservice levels, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("BenchmarkingBENCHMARKING"). In Final Confidential and Proprietary Information of IBM and Xxxxxxxx making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients)normalization factors, including the following, and shall further consider adjust the following factors and normalize the pricing data prices as and to the extent appropriate: (i) whether supplier transition, transformation, and other transition charges are paid by the customer as incurred or amortized over a period the term of timethis agreement; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreementsassets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider supplier to provide and comply with unique DIR Xxxxxxxx requirements, ; and (v) whether taxes Service Taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, (vii) differences in the volumes of the services being compared, (viii) applicability of service levels, and (ix) material differences in terms and conditions.

Benchmarking Review. From time to time beginning two years Beginning eighteen (18) months after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times from time to time thereafter during the Term, DIR Allianz may, at its expense and subject to this Section 11.1011.7, engage the services of an independent third party (a "“Benchmarker"”) to compare the quality and price of all or any Service Component cost of the Services against the quality and price cost of well-similar services provided by comparable, well managed suppliers information technology and business process outsourcing service 42 TCS AZL Master Effective 1.1.2020 providers performing similar services to determine whether DIR ensure that Allianz is receiving from Service Provider Supplier pricing and levels of service that are competitive with market rates rates, prices and pricesservice levels, given the nature, quality, volume and type of Services and Service Levels provided by Service Provider Supplier hereunder ("“Benchmarking"”). Allianz, at its option, may elect to benchmark (i) all Functional Service Areas, (ii) one or more individual Functional Service Areas, (iii) one or more Subscription Agreements, Service Descriptions or Statements of Work, (iv) FTE Rates generally for all job classifications, or (v) offshore FTE rates generally for all job classifications in a specific country or countries (provided that, in the latter instance, Supplier shall be compared only against internationally recognized suppliers offering services of comparable quality in multiple countries). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and other similar variables and normalize the pricing data prices as and to the extent appropriate: (i) the nature, quality, volume and type of services provided by the supplier; (ii) whether and to what extent supplier transition, transformation, and other transition charges are paid by the customer as incurred or amortized over a period the term of timethe Agreement; (iiiii) the extent to which supplier pricing includes the purchase of the customer's ’s existing assets or assumption of any agreementsassets; (iiiiv) the extent to which supplier pricing includes the cost of acquiring future assets; (ivv) the extent to which this Agreement calls for Service Provider Supplier to provide and comply with unique DIR Allianz requirements, ; (vvi) whether taxes Service Taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, ; (vii) differences in the volumes of extent to which customer personnel are transferred to the services being compared, supplier; (viii) applicability the geographic distribution of service levelsthe supported customer locations (i.e., and the extent to which there are single or multiple locations in discrete geographic areas); (ix) material differences in the comparability of the permitted onshore/offshore mix of services; and (x) the extent to which the applicable agreement imposes unique terms and conditionsconditions on the supplier. Allianz shall not initiate more than one Benchmarking in any calendar year, provided that such Benchmarking may include all or any number of Functional Service Areas, Subscription Agreements, Service Descriptions or Statements of Work or rates. Notwithstanding the foregoing, if a Benchmarking of any area reveals an unfavorable pricing variance, Allianz may, at its option, initiate a second Benchmarking of some or all of the remaining areas in the same year.

Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR TxDOT may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of well-managed suppliers performing similar services to determine whether DIR TxDOT is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements; (iii) the extent to which supplier pricing includes any “gain-sharing” agreements or the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider to provide and comply with unique DIR TxDOT requirements, (v) whether taxes are included in such pricing or stated separately in supplier invoices, (vi) the restrictions related to location of the delivery of the Services, (vii) differences in the volumes of the services being compared, (viii) applicability of service levels, and (ix) material differences in terms and conditions.;