Common use of Benchmarking Review Clause in Contracts

Benchmarking Review. Commencing eighteen (18) months after the applicable Supplement Commencement Date (or in the case of the first Supplement, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and no more frequently than once every 12 months thereafter for each scope of Services that is benchmarked, Kraft may, subject to this Section 11.10, request that a benchmarking study be performed by an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the quality and price of all or any portion of the Services representing at least one Tower against the quality and price of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services to ensure that Kraft is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired and Kraft may provide the Benchmarker with instructions and information prior to the required waiting period set forth in the preceding sentence, but the actual benchmarking study may not commence earlier than the end of such waiting period. In addition, Kraft shall not require Benchmarking more than 3 times in any Contract Year. In making this comparison, the Benchmarker shall consider such factors as the Benchmarker typically considers in its benchmarking methodology, including the following factors, and adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; (vi) nature, size, scope and term of the contract, and (vii) service locations.

Benchmarking Review. Commencing eighteen (18) months after the applicable Supplement Commencement Date (or in the case of the first Supplement, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and no more frequently than once every 12 months thereafter for each scope of Services that is benchmarked, Kraft may, subject to this Section 11.10, request that a benchmarking study be performed by an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the quality and price of all or any portion of the Services representing at least one Tower against the quality and price of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services to ensure that Kraft is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired and Kraft may provide the Benchmarker with instructions and information prior to the required waiting period set forth in the preceding sentence, but the actual benchmarking study may not commence earlier than the end of such waiting period. In addition, Kraft shall not require Benchmarking more than 3 times in any Contract Year. In making this comparison, the Benchmarker shall consider such factors as the Benchmarker typically considers in its benchmarking methodology, including the following factors, and adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; (vi) nature, size, scope and term of the contract, and (vii) service locations.

Benchmarking Review. Commencing eighteen (18) months At any time after the applicable Supplement first anniversary of the Commencement Date (or in the case of the first Supplement, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and thereafter no more frequently than once every 12 months thereafter for each scope of Services that is benchmarkedannually, Kraft CoreLogic may, subject to this Section 11.1011.6, request that a benchmarking study be performed by engage the services of an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the quality quality, cost and price of all or any portion Supplier staffing of the Services representing at least as a whole or with respect to one Tower or more Service Areas against the quality and price cost of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services *** to ensure that Kraft CoreLogic is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, quality, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired and Kraft may provide expense paid to the Benchmarker with instructions and information prior to the required waiting period set forth in the preceding sentencefor any such CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, but the actual benchmarking study may not commence earlier than the end of such waiting periodAS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. In addition, Kraft OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Benchmarking shall not require Benchmarking more than 3 times in any Contract Yearbe paid by CoreLogic. In making this comparison, the Benchmarker shall use a sufficiently sized reference group to conduct the Benchmarking process consisting of a representative sample of not less than four (4) companies receiving similar outsourced services, and shall consider such factors as the Benchmarker typically considers in its benchmarking methodology, including the following factors, factors and other similar variables and adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether and to what extent supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft CoreLogic requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; and (vi) nature, sizedifferences in volume of services (scale), scope of services, service levels, contract terms, financing or payment streams, geographic distribution (including the use of offshore facilities and term labor), complexity of the contractsupported environment, technologies employed, and (vii) service locationsterms and conditions.

Benchmarking Review. Commencing eighteen (18) months after At any time following [**] and from time to time thereafter during the applicable Supplement Commencement Date (or in the case of the first SupplementTerm, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and no more frequently than once every 12 months thereafter for each scope of Services that is benchmarked, Kraft Triad may, at its expense and subject to this Section 11.10, request that a benchmarking study be performed by engage the services of an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the Charges and the quality and price of all or any portion of the Services representing at least one Tower against the quality and price of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services [**] to ensure that Kraft Triad is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired and Kraft may provide the engaged by Triad shall be: (i) [**], or their successors or affiliates; or (ii) any other Benchmarker with instructions and information prior to the required waiting period set forth not identified in the preceding sentenceclause (i) selected by Triad and approved by Supplier, but the actual such approval not to be unreasonably withheld or delayed. At Triad’s discretion, a benchmarking study may not commence earlier than the end of such waiting period. In addition, Kraft shall not require Benchmarking more than 3 times in any Contract Yearbe conducted with respect to (i) [**]. In making this comparison, the Benchmarker shall consider such factors as the Benchmarker typically considers in its benchmarking methodologythat may impede a “like-for-like” comparison, including the following factors, factors and adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether supplier transition or implementation charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft Triad or Eligible Recipient requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; (vi) nature, size, scope and term the currency of the contractpricing data, and (vii) differences in volume of services (scale), scope of services, service locationslevels, financing or payment streams, geographic distribution (including the use of offshore facilities and labor, complexity of supported environment, technologies employed, terms and conditions and other pertinent factors). Triad shall not Benchmark the same or similar scope of Services more than once every [**] following the initiation of the previous Benchmarking with the same scope of Services, [**]. The Benchmarker shall perform the Benchmarking substantially in accordance with the Benchmarker’s general documented procedures and criteria that shall be reasonably provided to the Parties prior to the start of the Benchmarking, subject to any modifications that the Benchmarker deems appropriate with respect to such procedures and criteria for such Benchmarking based on either Party’s comments and the Benchmarker’s reasonable discretion. The Parties will work with the Benchmarker throughout the Benchmarking process.

Benchmarking Review. Commencing eighteen (18) months after the applicable Supplement Commencement Date (or Beginning in the case of third Contract Year and from time to time thereafter during the first SupplementTerm, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and no more frequently than once every 12 months thereafter for each scope of Services that is benchmarked, Kraft ABM may, subject to this Section 11.1011.11, request that a benchmarking study be performed by engage the services of an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the quality and price of all or any portion of the Services representing at least one Tower against the quality ABM/IBM Proprietary Information and price of other well-well managed outsourcing suppliers (not including companies who self-perform services) ITO Services providers performing similar outsourcing services to ensure that Kraft ABM is receiving from Supplier obtaining pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired shall perform a price-based and Kraft may provide a service-based benchmark, comparing the Benchmarker with instructions and information prior total charges, in aggregate, applicable to the required waiting period set forth in Services or any Functional Service Area (the preceding sentence“Benchmark Price”), but against the actual benchmarking study may not commence earlier than the end of such waiting period. In addition, Kraft shall not require Benchmarking more than 3 times in any Contract Yeartotal charges applicable to similar services and transactions. In making this comparison, the Benchmarker shall consider such factors as the Benchmarker typically considers in its benchmarking methodology, including the following factors, factors and other similar variables and shall normalize or adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreementthe agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier supplier to provide and comply with unique Kraft ABM requirements; and (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; . ABM shall not initiate more than one Benchmarking in any Contract Year, provided that such Benchmarking may include all or any number of Functional Service Areas. Notwithstanding the foregoing, if a Benchmarking of any Functional Service Area reveals an unfavorable pricing variance of greater than five percent (vi) nature5%), sizeABM may, scope and term at its option, initiate a second Benchmarking of some or all of the contract, and (vii) service locationsremaining Functional Service Areas in the same Contract Year.