Common use of Benchmarking Clause in Contracts

Benchmarking. 6.5.1. Not earlier than [***], Company shall have the right, but not the obligation, to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company and Amdocs and the Parties shall agree to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels).

Benchmarking. 6.5.1CHR is committed to “Best in Class” service. Not earlier than [***]To ensure delivery of such service, Company Talecris shall have the right, but not the obligationat its expense, to conduct have the performance of, or the costs and expenses for, all or a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location portion of the Personnel and other such factors necessary Services reviewed by an independent industry-recognized benchmarking service provider organization with demonstrated benchmarking expertise reasonably acceptable to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process CHR (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company ) in order to evaluate the efficiency, effectiveness and Amdocs and the Parties shall agree to the criteria used for selection productivity of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the CHR’s performance of the Services and whether the related pricing. Company shall pay the fees costs and expenses charged are competitive in the industry. The Benchmarker shall be selected by Talecris and approved by CHR, such approval not to be unreasonably withheld, conditioned or delayed. Talecris shall have the right to disclose the terms of this Agreement to the Benchmarker (which fees will not in connection with obtaining such review. CHR shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Benchmarker shall be contingency-based)subject to a confidentiality agreement similar to the confidentiality provisions set forth in this Agreement. Amdocs’ cooperation with Each Party shall be provided a reasonable opportunity to review, comment on and request changes in the Benchmarker’s proposed findings. Following such review and comment, the Benchmarker shall be conditioned on issue a final report of its findings and conclusions. If, in the final report of the Benchmarker, the benchmarked Services are not in the top ten percent (10%) of the representative sample (viewed from the reasonable perspective of Talecris), then CHR shall within thirty (30) days after issuance of the Benchmarker’s compliance final report, either: (a) provide Talecris with Amdocs’ commercially reasonable confidentiality requirementswritten notice that CHR accepts such final report; providedor (b) provide Talecris with written objections to such final report. If no written acceptance or objections are received within such thirty (30) day period, thatthe final report shall be deemed accepted. If CHR accepts such final report, Amdocs CHR promptly shall develop a plan and schedule, subject to the approval of Talecris, which approval shall not be obligated unreasonably withheld, delayed or conditioned, to disclose Confidential Information related bring CHR within the top ten percent (10%) in a reasonable period of time. CHR then shall implement the plan and achieve the top ten percent (10%) in the designated period of time. If CHR does not accept the report and instead provides written objections, Talecris and CHR shall use commercially reasonable efforts to any resolve such objections. If Talecris and CHR cannot resolve such objections within fifteen (15) days following Talecris’ receipt of Amdocs’ or its Affiliates’ other clients to such objections, then the Benchmarker. The Benchmarking Process Parties shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on resolve the Service Levels)dispute in accordance with the terms of Section 21.

Benchmarking. 6.5.1. Not earlier than [***], Company Customer shall have the rightright to benchmark the Services and Vendor’s performance of the Services. Vendor shall, at no cost or expense to Customer, assist with Customer’s benchmarking efforts. Benchmarking shall be conducted by an independent industry recognized third party benchmarking service provider designated by Customer (“Benchmarker”). In the event that the Benchmarker concludes that Vendor’s performance of the Services is below the industry standards for Comparable Services, Vendor shall, within thirty (30) days after the Benchmarker’s decision, develop, for Customer’s review and approval, a plan to bring Vendor’s performance up to mutually agreed upon industry standards as soon as practically possible and in all events within ninety (90) days after Customer’s approval of such plan. The Service Levels will be adjusted accordingly and effective ninety (90) days after Customer approves the plan. Vendor will bear the costs of the implementation of such plan and the maintenance of any changes required to meet such Service Levels. As used herein, “Comparable Services” mean services of a similar nature with comparable characteristics and measurement factors, including, but not limited to, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the obligationcost of services. The Benchmarker will also review Vendor’s pricing, comparing Vendor’s charges for such Services to conduct those charges charged by substantially similar service providers performing substantially similar services for similarly situated clients, including taking into account, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the cost of services (the “Charges Target”). If a measurement benchmarking reveals that Vendor’s prices for Services are in excess of the Charges Target, Customer and comparison benchmarking process to compare Vendor will (i) review the Benchmarker’s findings, and (ii) agree on the validity of PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Benchmarking findings and any changes to ensure that Company is receiving [***], given Vendor’s pricing recommended by the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison Benchmarker. Any changes in charges will be effective only upon amendment to the benchmark comparator group) SOW and effective prospectively only (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include impacting any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”prior work). The Benchmarker cost for conducting the benchmarking will review its benchmarking methodology with Company and Amdocs and the Parties shall agree to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and expenses charged be borne by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)Customer.

Benchmarking. 6.5.1CHR is committed to “Best in Class” service. Not earlier than [***]To ensure delivery of such service, Company Talecris shall have the right, but not the obligationat its expense, to conduct have the performance of, or the costs and expenses for, all or a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location portion of the Personnel and other such factors necessary Services reviewed by an independent industry-recognized benchmarking service provider organization with demonstrated benchmarking expertise reasonably acceptable to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process CHR (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company ) in order to evaluate the efficiency, effectiveness and Amdocs and the Parties shall agree to the criteria used for selection productivity of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the CHR’s performance of the Services and whether the related pricing. Company shall pay the fees costs and expenses charged are competitive in the industry. The Benchmarker shall be selected by Talecris and approved by CHR, such approval not to be unreasonably withheld, conditioned or delayed. Talecris shall have the right to disclose the terms of this Agreement to the Benchmarker (which fees will not in connection with obtaining such review. CHR shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Benchmarker shall be contingency-based)subject to a confidentiality agreement similar to the confidentiality provisions set forth in this Agreement. Amdocs’ cooperation with Each Party shall be provided a reasonable opportunity to review, comment on and request changes in the Benchmarker’s proposed findings. Following such review and comment, the Benchmarker shall be conditioned on issue a final report of its findings and conclusions. If, in the final report of the Benchmarker, the benchmarked Services are not in the top ten percent (10%) of the representative sample (viewed from the reasonable perspective of Talecris), then CHR shall within thirty (30) days after issuance of the Benchmarker’s compliance final report, either: (a) provide Talecris with Amdocs’ commercially reasonable confidentiality requirementswritten notice that CHR accepts such final report; providedor (b) provide Talecris with written objections to such final report. If no written acceptance or objections are received within such thirty (30) day period, thatthe final report shall be deemed accepted. If CHR accepts such final report, Amdocs CHR promptly shall develop a plan and schedule, subject to the approval of Talecris, which approval shall not be obligated unreasonably withheld, delayed or conditioned, to disclose Confidential Information related bring CHR within the top ten percent (10%) in a reasonable period of time. CHR then shall implement the plan and achieve the top ten percent (10%) in the designated period of time. If CHR does not accept the report and instead provides written objections, Talecris and CHR shall use commercially reasonable efforts to any resolve such objections. If Talecris and CHR cannot resolve such objections within fifteen (15) days following Talecris’ receipt of Amdocs’ or its Affiliates’ other clients to such objections, then the Benchmarker. The Benchmarking Process Parties shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on resolve the Service Levels)dispute in accordance with the terms of Section 22.

Benchmarking. 6.5.1The Customer shall be entitled to benchmark the Service Levels and Charges for the Services and Equipment in order to determine whether they are Good Value. Not earlier than [***], Company Any such “Benchmarking” may be conducted annually (provided no such benchmarking shall have occur in the right, but first two years of the Term) and may be applied to individual service elements or items of Equipment and not just the obligation, to conduct Services and Equipment as a measurement and comparison whole. In respect of each benchmarking process to compare [***] to ensure that Company is receiving [***], given initiated by the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of ServicesCustomer, the skill sets Customer shall appoint an independent, established and geographical location of the Personnel industry recognised organisation that has demonstrated benchmarking expertise, methodology and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) data sources (the “Benchmarking ProcessBenchmarker”). Upon Amdocs’ receipt Each Benchmarking shall be carried out by the Benchmarker in accordance with this clause 14 and the following general principles and criteria: to make the comparison meaningful, there will be a representative, statistical sampling of notice a sufficient number of Companyreceivers of services comparable to the Services and Equipment, having regard to factors such as the nature and size of the Provider and the Customer, the Service Levels and volumes, any particular or unique circumstances in which the Services and Equipment are received/supplied and any other relevant factors (“Comparable Services and Equipment”); the Benchmarker’s intent data used to exercise make the Benchmark will be based on services performed for third parties no more than twelve (12) months prior to the dates on which the Services and Equipment were performed, unless a longer period is agreed by the Parties in writing; and the Benchmarker will use appropriate adjustment factors required to take into consideration any differences between the Comparable Services and Equipment and the Services and Equipment, such as the differences in geography, nature or type of the Comparable Services and Equipment and the Services and Equipment. In respect of each benchmarking, the Benchmarker shall be required to: provide copies of the reports of the Benchmarker’s findings to the Customer and the Provider; and undertake to comply with the reasonable confidentiality requirements of the Customer and the Provider. The Provider shall provide full co-operation and documents to the Benchmarker in order for the Benchmarker to carry out the benchmarking, including access to relevant records and its Personnel. The Customer and the Provider shall bear their own costs in respect of their respective co-operation with the Benchmarker. The costs of the Benchmarker shall be borne by the Customer unless the Benchmarker concludes that the Service Levels or Charges are not Good Value. Subject to clause 14.8, if a benchmarking rightfinds that the Services Levels and/or Charges are not Good Value, the Parties shall agree on a pool amend this Agreement (including any Call Off) within 25 days so that they become Good Value. If either the Customer or the Provider disputes the findings of suitably qualified, experienced and independent benchmarkers generally in the business benchmarking they shall be entitled to inform the Benchmarker about the areas of conducting such measurements and comparisonsdisagreement within twenty (20) days of the Benchmarking report being made available. The pool Benchmarker shall have a period of benchmarkers shall not include twenty (20) days to respond to any Person that is an Amdocs Competitor. It is such notice and, if necessary, amend the Parties’ intention that they shall jointly select the benchmarker to carry out findings of the Benchmarking Processor decline to do so with the reasons for this set out in a written report. HoweverIf either the Customer or the Provider does not agree with the revised benchmarking or the Benchmarker’s report, then the Escalation Procedure shall apply, provided that if such dispute is not resolved in accordance with the Escalation Procedure, the Customer shall be entitled (at its discretion) to terminate this Agreement or the relevant Call Off by giving the relevant the Provider not less than thirty (30) days’ prior written notice. Euro Change During the life of the AfricaConnect2 programme, if the Euro ceases to be used as a currency then: the Parties shall, acting reasonably and in good faith, agree an alternative currency (the "New Currency"). The Parties shall ensure that the choice of such New Currency does not create a financial advantage or disadvantage to either Party. In the event that the Parties are unable to agree as on the New Currency, the New Currency shall be the currency adopted by Germany, being the location of the European Central Bank all charges specified in this Agreement to be in Euros shall be converted into the identification of such benchmarker, after escalation of this matter New Currency on the date the Euro officially ceases to Company’s Senior Vice President exist (IT"Euro Expiry Date") and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company and Amdocs and the Parties shall agree make all necessary Changes to this Agreement to reflect this; any invoices which are due but have not been paid as at the Euro Expiry Date shall be converted into and paid in the New Currency (and the Provider shall reissue such invoices to the criteria used for selection Customer); any conversion from the Euro to the New Currency shall be at the official rate of exchange recognised by the central bank of the benchmark comparator group prior to commencement country of the Benchmarking ProcessNew Currency; and this Agreement shall be subject to such reasonable changes in interpretation as may be appropriate to minimise the economic effect on the Parties to this Agreement of the change to the New Currency. Amdocs Change Control Any request for a Change shall have reasonable * Confidential treatment has been requestedbe dealt with in accordance with the Change Control Procedure set out in Annex A3. Reports, Monitoring and Audit Rights The Provider shall: during the Term and for a period of 7 years afterwards maintain in a suitably secure manner copies of all data, records and reports necessary in order to verify the Charges, its compliance with this Agreement and its performance against the Service Levels; during the Term monitor its performance against the Service Levels; during the Term provide the Customer with a report which details its performance against the Service Levels and any Service Credits due at the end of each month; during the Term provide such additional reports to the Customer as it may reasonably request in order to verify the Provider's compliance with this Agreement. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to Customer may monitor the performance of the Services by the Provider. The Provider shall co-operate, and shall procure that its Personnel co-operate, with the related pricingCustomer in carrying out the monitoring at no additional charge to the Customer. Company The Customer shall pay have the fees right, as reasonably required, to perform (either itself or through an appointed representative), full and detailed audits and inspections of the Provider in order to verify the charges, the Provider's compliance with this Agreement and its performance against the Service Levels. The Parties agree that they shall bear their own respective costs and expenses charged incurred in respect of compliance with their obligations under this clause 17 unless an audit identifies a material Default by the Benchmarker (Provider, in which fees will not be contingency-based). Amdocs’ cooperation with case the Benchmarker Provider shall be conditioned on reimburse the Benchmarker’s compliance with Amdocs’ commercially Customer for all the Customer's reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any costs and expenses incurred in the course of Amdocs’ performing or its Affiliates’ other clients to facilitating the Benchmarkerapplicable audit. The Benchmarking Process Customer shall give the Provider reasonable notice of its intention to audit which shall be conducted so during Normal Working Hours (save in the case of any event reasonably deemed by the Customer to constitute an emergency, including in respect of any event of fraud, or indicative of a likelihood of fraud, by the Provider, any event which is likely to compromise or adversely affect the health and safety of any persons or any event which would have a material adverse effect on the Customer). The provisions of clauses 17.2 to 17.6 shall survive for a period of seven years after the Term whether the Agreement expires or is terminated for any reason. Warranties and Undertakings The Provider represents, warrants and undertakes to the Customer that: it has, and shall continue to have full capacity and authority and all necessary governmental, administrative, regulatory and third party authorisations, licences, permits and consents and rights necessary to enter into this Agreement and supply the Services and Equipment; it owns or is the licensee of all necessary Intellectual Property Rights to the extent necessary to enter into and perform this Agreement and has the right to license these to the Customer as not to unreasonably disrupt Amdocs’ operations required under this Agreement Agreement; the supply of the Services and Equipment (including so any software installed by the Provider on the Equipment) and their use by the Customer will not infringe the Intellectual Property Rights of any third party; it is a company duly incorporated, validly existing and in good standing under the laws of the territory of its incorporation and that the Agreement is executed by duly authorised representatives of the Provider; as at the date of the Agreement, the Provider is not to lead subject to any Insolvency Event; the Provider shall not introduce anything into any Customer system any computer program code, computer virus, computer worm, trojan horse, authorisation key, licence control utility or software lock, which is intended by any person to, is likely to, or may impair the operation of any such interface or equipment or cause loss of, or corruption or damage to, any program or data held on such systems or damage the reputation of the Customer; there is no material impact on outstanding litigation, arbitration or other disputed matter to which the Service Levels)Provider is a Party which may have a material adverse effect upon the fulfilment of the Provider's liabilities, responsibilities and obligations pursuant to this Agreement; and all statements and representations made in connection with tendering for, and entering into, this Agreement were true and accurate when made, remain to the best of its knowledge, information and belief, true and accurate at the date of the Agreement, and that it has advised the Customer of any fact, matter or circumstance of which it has become aware which would render any such statement or representation to be false or misleading.

Benchmarking. 6.5.1As part of the Services, Service Recipient shall have the ongoing right to initiate the benchmarking process described in Schedule 8, in order to evaluate and measure the extent to which the Service Recipient is receiving the Services competitively and including evaluating: the Service Levels set forth in this Agreement, and to ensure that such Service Levels are no less favourable than the industry's Best Practices in this regard; and/or the Fees set forth in this Agreement, and to ensure that such Fees are in line with Best Practices. Not earlier than [***]It is agreed that the Service Recipient may exercise the right to conduct a benchmarking exercise and that Service Recipient may request a benchmark for either any components of the Services. If the Provider undertakes to do benchmarking in its own right, then the full cost of such benchmarking is for the Providers own account. The Provider agrees to cooperate fully with the Benchmarking Company performing the benchmarking and provide all data relating to the provision of the Services to Service Recipient requested by the Benchmarking Company. At the end of each such benchmarking process and in accordance with the procedures detailed in Schedule 8, Benchmarking Company shall make recommendations as to required improvements and acceptable time scales for the implementation thereof and Provider shall be obliged to implement such recommendations in accordance with those time scales. To the extent that the benchmarking reveals that the Fees under the Agreement are higher than the benchmarked standard or that the performance under the Agreement is lower than the benchmarked standard, then the Fees and the Service Levels shall be adjusted to eliminate such variance, failing which the Service Recipient will have the right, but not in addition to the obligationremedies detailed in Schedule 8, to conduct terminate the Agreement for convenience without any liability or payment of a measurement Termination Fee, on providing a Termination Notice to Provider setting forth the applicable Termination Date. For the avoidance of any doubt and comparison notwithstanding any benchmarking process to compare [***] to ensure that Company is receiving [***]results, given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company and Amdocs and the Parties shall agree to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker there shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related no upward adjustment to any Fees or any downward adjustment of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so any performance levels as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)a result of a benchmarking.

Benchmarking. 6.5.1. Not earlier than [***]With Investors’ direction and cooperation, Company and as part of the Services, Provider shall have the right, but not the obligation, to conduct a measurement and comparison benchmarking process program (“Benchmarking”) that shall enable Investors to compare [***] the Annual Service Fees (including Add Charges, Delete Credits and Monthly Usage Charges) and MASLs set forth in this Agreement with, and to ensure that Company is receiving said Annual Service Fees and MASLs are competitive with rates and practices available from Provider’s competitors for services comparable to the Services provided hereunder. [***]] Provider shall work with either Gartner Measurement, given or, as the natureParties mutually agree, volume another independent and professional benchmarking firm with substantial experience in the field of benchmarking the type of Services services provided by Amdocs hereunder (taking into account under this Agreement. For purposes of this Section 6.5, and during the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. HoweverTerm, in the event the parties are unable to otherwise agree upon a benchmarking firm, unless otherwise disqualified, Gartner Measurement shall be deemed reasonably acceptable by both parties. The selected firm shall not be a competitor of Provider or its Subcontractors in the information technology markets with respect to the provision of services similar to the Services and shall be engaged on a fee basis and not on a contingency or other incentive based compensation scheme. Provider shall pay [*] of all fees and charges paid to such benchmarking firm, to conduct the Benchmarking. The Parties shall cooperate fully with the benchmarking firm to facilitate a smooth and prompt collection of data with respect to the Services being benchmarked. Investors and Provider will make good faith efforts to agree promptly, in advance and in writing, to the benchmark process, methodology and minimum criteria to be used when conducting the Benchmarking and when establishing the relevant comparison price. Each Party shall have the opportunity to advise the benchmarking firm of any information or factors that it deems relevant to the conduct of the Benchmarking, so long as such information is disclosed to the other Party. The benchmarking firm shall provide reports on the Benchmarking exclusively to Investors and Provider for their internal use only, and shall not otherwise use or disclose such reports or data or information related thereto. In the event that, after negotiating in good faith, the Parties are unable to mutually agree on an acceptable Annual Service Fees or MASLs adjustment, then at Investors option, Investors may elect to adjust the Annual Service Fees as follows: [*] In addition to the identification of such benchmarkerforegoing, after escalation of this matter Provider will also discuss and propose alternatives for further Annual Service Fees, Services scope, MASLs or SLRs changes to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool deliver a lower price point to perform the Benchmarking Process (the “Benchmarker”). The Benchmarker will review its benchmarking methodology with Company and Amdocs and the Parties shall agree get closer to the criteria used for selection of comparison price. Investors shall also have the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; providedoption, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)[*].

Benchmarking. 6.5.1PwCES shall improve the quality of the Services ------------ during the term of this Agreement. Not earlier than [***]Beginning September 1, Company 2001, and every two (2) years thereafter, the parties shall have cause an independent third party (the right, but not the obligation, "Benchmarker") to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given benchmark study of the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of primary Services, as determined by the skill sets and geographical location Services Oversight Committee, to assess the quality of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”)Services. The Benchmarker will review its benchmarking methodology with Company and Amdocs and may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Parties Services to be benchmarked, the parties shall agree focus the benchmark study on the Services related to the criteria used for selection Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the benchmark comparator group prior services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requestedServices. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance fees of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the Benchmarker’s compliance with Amdocs’ changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable confidentiality requirements; providedin light of the circumstances, thatand such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, Amdocs then this Section 3.04h shall not be obligated apply to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)such Service.

Benchmarking. 6.5.1PwCES shall improve the quality of the Services during the term of this Agreement. Not earlier than [***]Beginning two (2) years after the Initial Commencement Date, Company and every two (2) years thereafter, the parties shall have cause an independent third party (the right, but not the obligation, "Benchmarker") to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given benchmark study of the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of primary Services, as determined by the skill sets and geographical location Services Oversight Committee, to assess the quality of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”)Services. The Benchmarker will review its benchmarking methodology with Company and Amdocs and may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Parties Services to be benchmarked, the parties shall agree focus the benchmark study on the Services related to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requestedCritical Service Levels. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance fees of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the Benchmarker’s compliance with Amdocs’ changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable confidentiality requirements; providedin light of the circumstances, thatand such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, Amdocs then this Section 3.04h shall not be obligated apply to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)such Service.

Benchmarking. 6.5.1. Not earlier XX Xxxxx reserves the right from time to time, at its discretion, beginning in the second year of this Agreement and with respect to a complete benchmark no more than [***], Company shall have the right, but not the obligationonce annually, to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given obtain the nature, volume and type services of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and an independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process third party (the “Benchmarker”) to benchmark the charges for help-desk Services. The pool of potential benchmarkers shall consist of the following third party firms: (a) Gartner Group; (b) Compass; (c) Meta; and (d) Everest. Additional third parties may be added if one or more of the pre-approved benchmarkers is unavailable, so long as they are independent (i.e., not a competitor of HP or an outsourcing consultant to XX Xxxxx), are experienced in conducting benchmarking in the relevant industry and region, and possess the information necessary to arrive at an objective and proper result. If none of the pre-approved benchmark service providers is available to perform the benchmark services, then the parties will use best efforts to agree upon a third party qualified to perform the services. If the Parties do not agree within twenty (20) business days of XX Xxxxx’x request, then the third party shall be designated by XX Xxxxx. XX Xxxxx will bear the costs and expenses of conducting the benchmark and all results of the benchmark and materials created pursuant to the Benchmark shall be XX Xxxxx’x sole and exclusive property and Confidential Information. The Benchmarker will review its shall perform the benchmarking methodology in accordance with Company and Amdocs and the Benchmarker’s documented procedures which shall be provided to the Parties shall agree prior to the criteria used for selection start of the benchmark comparator group benchmarking process and to which the Parties may comment prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requestedbenchmarking, as modified herein. The redacted material has been separately filed with Benchmarker shall compare the Commission. opportunities to make submissions to the Benchmarker as to the costs, charges and/or performance of the Services and under this Agreement, as appropriate, for the related pricingServices being benchmarked to the costs, charges, and/or performance in a representative sample of well-managed IT operations performing services similar to the Services. Company The Benchmarker shall pay select the fees and expenses charged representative sample from entities (x) identified by the Benchmarker Benchmarker, and (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to y) identified by a Party and approved by the Benchmarker. The Benchmarking Process following conditions apply to the representative sample: (i) it may include entities that have not outsourced IT operations, and (ii) it may include entities that are outsourcing customers of HP. The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. Each Party shall be conducted so as not provided a reasonable opportunity to unreasonably disrupt Amdocs’ operations under this Agreement (review, comment on and request changes in the Benchmarker’s proposed findings. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions, which final report shall be the property and Confidential Information of XX Xxxxx. Based upon the final results of such benchmarking, including so as not the aggregate results from the customer satisfaction surveys, HP shall cooperate with XX Xxxxx to lead investigate variances, if any, and to take corrective action to respond to any material impact on deficiencies; provided that, if such results show that the Service Levels)Fees paid by XX Xxxxx are higher than the midpoint of fees charged with respect to other well managed outsourcing organizations, HP shall have sixty (60) days to reduce the Fees charged hereunder accordingly. Any dispute as to such deficiencies, variances or reduction shall be resolved pursuant to Section 29.

Benchmarking. 6.5.1. Not earlier than [***], Company shall have 11.1 At any time after the rightEffective Date, but not the obligation, to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of Servicesno more than once every twelve months, the skill sets Purchaser may appoint an independent, established and geographical location of the Personnel industry-recognised organisation with relevant benchmarking expertise and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process experience (the “Benchmarker”)) to assess the Supplier’s then current performance and the Schedule of Rates to determine if the Goods and/or Services are being supplied in accordance with the terms of this Agreement and whether the Schedule of Rates remain competitive with those which would be payable to the Supplier’s peer group for the same or similar Goods and/or Services. The Purchaser shall appoint the Benchmarker but shall consult with the Supplier as to the Benchmarker’s identity. The Purchaser will not appoint a Benchmarker that the Supplier can demonstrate to the reasonable satisfaction of the Purchaser is a direct competitor of the Supplier and whose access to confidential information of the Supplier would prejudice the Supplier’s commercial activities outside of this Agreement. The parties will co-operate with the Benchmarker and provide all information reasonably requested by the Benchmarker. The Benchmarker will review its benchmarking methodology with Company and Amdocs and be directed by the Parties shall agree Purchaser to prepare a report assessing whether the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the Supplier’s performance of the Services and/or delivery of the Goods and the related pricinglevel of Schedule of Rates is in keeping with that of its peer group engaged in providing comparable Goods and/or Services to purchasers of a similar size and reputation as the Purchaser. Company shall pay If the fees Benchmarker’s report demonstrates that the Supplier’s performance of the Services and/or delivery of the Goods or its Schedule of Rates for the Goods and/or Services are not in keeping with its peer group (i.e. in the sense that its peer group are achieving higher levels of service for comparable charges, or are charging less for the same goods or level of service as that provided by the Supplier), the Supplier will, as appropriate, promptly carry out any necessary remedial actions so as to ensure that the Services and/or delivery of Goods are performed in accordance with the terms of the Agreement and expenses in line with the higher standards achieved by its peer group (where applicable) or will reduce its Schedule of Rates so as to match the averaged charges that would be charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with Supplier’s peer group for the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ same or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)similar goods and/or services.

Benchmarking. 6.5.1. Not earlier Xxxxx reserves the right from time to time, at its discretion, beginning after the thirty-sixth (36th) month of this Agreement and no more than [***], Company shall have the right, but not the obligationonce annually, to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given obtain the nature, volume and type services of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and an independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process third party (the “Benchmarker”)) to benchmark the cost, charges and performance of the Services. Such third party shall be subject to SAVVIS’ prior written approval, shall not be, or be owned or controlled by, a competitor of SAVVIS or have breached any confidentiality obligation to SAVVIS, shall be independent of the Parties and shall be qualified to do the work and well recognized in the industry and a competent benchmarking entity. Xxxxx will bear the costs and expenses of conducting the benchmark and all results of the benchmark and materials created pursuant to the Benchmark shall be Xxxxx’x sole and exclusive property and Confidential Information, except to the extent they incorporate SAVVIS’ Confidential Information. The Benchmarker will review its shall perform the benchmarking methodology in accordance with Company and Amdocs and the Benchmarker’s reasonable documented procedures which shall be provided to the Parties shall agree prior to the criteria used for selection start of the benchmark comparator group benchmarking process and upon which the Parties may comment prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requestedbenchmarking, as modified herein. The redacted material has been separately filed with Benchmarker shall compare the Commission. opportunities to make submissions to the Benchmarker as to the costs, charges and/or performance criteria of the Services under this Agreement, as appropriate and in the related pricingaggregate, to the costs, charges, and/or performance criteria for offerings of a like mix of amounts and types of Services to similarly situated customers making like term and volume commitments by a representative sample of vendors performing services similar to the Services. Company The Benchmarker shall pay select the fees and expenses charged representative sample from vendors (a) identified by the Benchmarker Benchmarker, and (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to b) identified by a Party and approved by the Benchmarker. The Benchmarking Process Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. Each Party shall be conducted so provided a reasonable opportunity to review, comment on and request changes in the Benchmarker’s proposed findings. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions. Based upon the final results of such benchmarking, SAVVIS shall cooperate with Xxxxx to investigate variances, if any, in excess of five percent (5%) compared against the midpoint of the fees charged with respect to other well-managed outsourcing organizations and if such results show that the Fees paid by Xxxxx are more than five percent (5%) greater than the midpoint of fees charged with respect to other well-managed outsourcing organizations, then SAVVIS shall have sixty (60) days to reduce the Fees charged hereunder to such midpoint. Any dispute as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not such deficiencies, variances or reduction shall be resolved pursuant to lead to any material impact on the Service Levels)Section 30.

Benchmarking. 6.5.1PwCES shall improve the quality of the Services during the term of this Agreement. Not earlier than [***]Beginning two (2) years after the Initial Commencement Date, Company and every two (2) years thereafter, the parties shall have cause an independent third party (the right, but not the obligation, "Benchmarker") to conduct a measurement and comparison benchmarking process to compare [***] to ensure that Company is receiving [***], given benchmark study of the nature, volume and type of Services provided by Amdocs hereunder (taking into account the volume of primary Services, as determined by the skill sets and geographical location Services Oversight Committee, to assess the quality of the Personnel and other such factors necessary to ensure a like-for-like comparison to the benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (IT) and Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”)Services. The Benchmarker will review its benchmarking methodology with Company and Amdocs and may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Parties Services to be benchmarked, the parties shall agree focus the benchmark study on the Services related to the criteria used for selection of the benchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requestedCritical Service Levels. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance fees of the Services and the related pricing. Company shall pay the fees and expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the Benchmarker’s compliance with Amdocs’ changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable confidentiality requirements; providedin light of the circumstances, thatand such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, Amdocs then this Section 3.04h shall not be obligated apply to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels)such Service.