Common use of Benchmarking Clause in Contracts

Benchmarking. (A) HPI will have the right, commencing upon the second anniversary of the Effective Date and not more than once per 12-month period per Tower thereafter, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the “Benchmarker”). HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of the Effective Date. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will 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. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will have At RCSI’s request, the right, commencing upon the second anniversary quality and pricing of the Effective Date and not more than once per 12-month period per Tower thereafterServices shall be measured to determine ***, to benchmark their respective customers (such process, the Charges for the Services at the Tower level upon 20 days’ notice to HPES“Benchmarking”). The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with With respect to Benchmarking, the management, delivery following shall apply: (i) The Parties will establish a joint RCSI - First Data Benchmarking committee (the “Benchmarking Committee”) comprised of an equal number of RCSI and receipt of the ServicesFirst Data Personnel. (Bii) A benchmarking under this Section Within thirty (30) days of formation, or by such other date as is agreed by the Parties, the Benchmarking Committee will be conducted by select a consultant (the “Benchmarker”) who is an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (to perform the “Benchmarker”)Benchmarking. HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of If the Effective Date. The fees and costs of Benchmarking Committee fails to select the Benchmarker will be shared equally by HPI such required date, RCSI may select one of Gartner Group, Compass Management Consulting Ltd. and HPES. The Parties will cooperate with Meta Group (or their successors) or any other entity proposed by First Data as the Benchmarker, including, as appropriate, and such choice shall be deemed accepted by making available the Benchmarking Committee. (iii) Each Party shall provide to the Benchmarker reasonable access to its knowledgeable personnel and pertinent documents and recordsrecords required to perform the Benchmarking. To the extent any document or record is subject to confidentiality obligations under an agreement with a third party, the Party having a duty of non-disclosure will use Commercially Reasonable Efforts to provide the required documents and records subject to appropriate redaction of the identity of such third party or if such redaction will not sufficiently comply with its obligations, each Party shall limit disclosure to such documents to which it has obtained third party consent for disclosure. The Services shall be Benchmarked in the aggregate, taking into account RCSI volumes (including mix of Services), then-current pricing, and then-current Service Levels, and the Benchmarker shall identify in writing to the Benchmarking Committee all variances which, in the aggregate, could be material, ***. Table of Contents (iv) If any variances that in the aggregate are unfavorable to RCSI are identified by the Benchmarker, First Data shall, upon agreement by the Benchmarking Committee, make the necessary adjustments to the pricing, Service Levels, and other components of this Agreement in order to ***. (Cv) The Benchmarker will perform first Benchmarking may not occur until after six (6) months following the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurredFinal Conversion Date, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and further Benchmarking may occur no more frequently than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will 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 factorsevery *** years thereafter. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (Aa) HPI will Health Net shall have the rightright during the Term, commencing upon beginning on the second *** anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterDate, to benchmark the Charges charges for all or a portion of the Services at pursuant to this Section 9.4, provided that benchmarking of particular Charges cannot be undertaken more than one time in any *** period. Health Net may conduct such a benchmarking pursuant to this Section 9.4 not more *** during the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the ServicesTerm. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Health Net and approved by HPES Supplier (the “Benchmarker”). HPES Supplier agrees that each of IDCGartner Group, Forrester Nautilus Advisors, and Gartner Compass Group are acceptable as Benchmarkers as of the Effective Datea Benchmarker. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. *** The Parties will shall reasonably cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. Prior to conducting the Benchmarking, Benchmarker, Health Net and Supplier shall enter into commercially reasonable confidentiality agreements to protect the confidential information of Benchmarker, Health Net and Supplier. In the event Health Net or any Benchmarker requires either (i) onsite access to Supplier facilities or (ii) direct access to Supplier systems, Health Net or the Benchmarker, as applicable, shall comply with all reasonable security guidelines with respect to the benchmarking. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, procedures which will shall be provided upon request to the Parties prior to the start of the benchmarking process. The Benchmarker will shall compare the Charges and Service Levels applicable to charges under this Agreement for the Services being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations (as applicable) by or for other entities. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties and (2ii) identified by a Party and approved by the Benchmarker. The sample transactions shall be similar to the transaction contemplated by this Agreement and the service providers shall be similar to Supplier. The following conditions apply to the representative sample: (aA) it will shall include at least five and no more not less than eight entities, (b) it may include *** entities that have not outsourced IT operations, and (cB) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will 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 factorsSupplier. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will 6.5.1. Not earlier than [***], Company shall have the right, commencing upon but not the second anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterobligation, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice conduct a measurement and comparison benchmarking process to HPES. The purpose of any benchmarking exercise is compare [***] to ensure that HPI Company is receiving competitive market pricing [***], given the nature, volume and Service quality with respect 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 management, delivery and benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Services. 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 (BIT) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). HPES agrees that each of IDC, Forrester The Benchmarker will review its benchmarking methodology with Company and Gartner are acceptable as Benchmarkers as Amdocs and the Parties shall agree to the criteria used for selection of the Effective Datebenchmark 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 costs 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). 6.5.2. In conducting the Benchmarking Process, the Benchmarker will be shared equally obtain and examine information relating to [***], provided on an outsourced basis by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking processa similarly situated information technology service provider. The Benchmarker will compare collect information concerning the Charges outsourcing of services which are of a similar nature (including service level commitments), type and Service Levels applicable aggregate volume to the Services then being benchmarked provided by Amdocs hereunder from similarly situated information technology service providers for the provision of services similar to the costs being incurredServices in order to establish meaningful comparables. Further, and service levels being provided, in a representative sample of IT operations by or for other entitiesthe Benchmarker will consider the following factors solely to the extent that the Parties agree that such factors are relevant: [***] 6.5.3. The Benchmarker shall provide to Amdocs and Company a copy of the Benchmarker’s report and shall meet with Company and Amdocs to review results prior to the report being considered final. Such review will select include disclosure of information related to the representative sample from entities makeup of the comparator group with sufficient granularity to ensure that the comparators chosen meet the requirements specified for inclusion in the comparator group. Following such meeting, Amdocs shall have up to [***] (1) identified by the Benchmarker and approved or such longer period as may be agreed to by the Parties taking into account the nature of the findings) to review and (2) identified by a Party and approved by respond to such report. If Amdocs reasonably believes that the Benchmarker. The following conditions apply to ’s report contains material errors or inaccuracies of fact or calculation, Amdocs shall notify Company and the representative sampleBenchmarker by: (a) it will include at least five and no more than eight entities, specifying the errors or inaccuracies; (b) it may include entities providing any report, data or other evidence that have not outsourced IT operationsdemonstrates, supports or justifies Amdocs’ belief; and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will 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. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes proposing amendments to the Benchmarker’s proposed report necessary to correct the errors or inaccuracies. Company and the Benchmarker shall review any such notice given by Amdocs and respond in writing. If the Parties do not agree on the appropriate course of action relating to error correction or if the Parties are unable to agree upon the validity of such findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue matter shall be resolved pursuant to Section 17.11 of this Agreement. If the Parties agree, as a final report result of its such internal dispute resolution process, to make changes to the findings and conclusions. (E) If, in the final report of the Benchmarker, report then the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be requiredamended to reflect any changes agreed to * Confidential treatment has been requested. If HPES does not provide a plan or implement such plan to reduce The redacted material has been separately filed with the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5Commission.

Benchmarking. (Aa) HPI will have the right, commencing upon the second anniversary The Customer may engage a Benchmarker to benchmark all of the Effective Date and not more than once per 12-month period per Tower thereafter, to benchmark Services provided hereunder or solely the Charges for portions of the Services at covered by an individual Service Tower or Service Category, which Service Categories are identified in Exhibit 6, the Tower level upon 20 days’ notice to HPES“Service Categories” Exhibit, attached hereto. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt results of the ServicesBenchmark Process are to determine if the Fees and Services are competitive given the nature, volume and type of Services provided by the Service Provider hereunder. (Bb) A benchmarking under this Section will The Benchmark Process may be conducted initiated by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the Customer in the manner specified in Exhibit 5, the “Benchmarker”)Benchmarking” Exhibit. HPES agrees that each of IDC, Forrester The Customer and Gartner are acceptable as Benchmarkers as the Service Provider shall engage any one of the Effective Date. The fees and costs Benchmarkers identified in the relevant “Approved Benchmarkers” Schedule to Exhibit 5, the “Benchmarking” Exhibit, or other mutually agreed benchmarker, provided, that the Benchmarker shall not be any of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with competitors of the BenchmarkerService Provider listed in Schedule 20.1, includingthe “Service Provider Competitors” “Schedule”, as appropriateto Exhibit 20, by making available knowledgeable personnel and pertinent documents and recordsthe “Competitors” Exhibit. (Cc) The Customer, the Service Provider and the Benchmarker will perform shall conduct the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided Benchmark Process according to the Parties prior methodology set forth in Exhibit 5, the “Benchmarking” Exhibit. (d) Any Benchmarker engaged by the Customer shall agree in writing to be bound by the start of the benchmarking processapplicable confidentiality and security provisions specified in this Agreement. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by Each Party shall co-operate fully with the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply shall provide reasonable access to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used during such effort to permit Benchmarker 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 factorsBenchmarking. (De) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity shall provide, and ensure that its subcontractors (but no more than 30 days) to review, comment on and request changes to excluding in the Benchmarker’s proposed findings. Within 10 days case of receiving any comments from the PartiesCustomer, the Benchmarker will issue a final report of Service Provider and its findings subcontractors) provide, all necessary cooperation, information, documents and conclusionsassistance reasonably required to perform the Benchmarking. (Ef) If, Benchmarking shall not result in the final report of the Benchmarker, the Charges for the benchmarked Services are not any increase in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject any Fees to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5Customer.

Benchmarking. (Aa) HPI will Kanawha shall have the rightright to benchmark CGI's charges for the Services, commencing upon provided that (i) no benchmarking shall occur prior to the second anniversary thirtieth (30th) month of the Effective Date Term; and (ii) benchmarking may not more than once per 12be conducted within twenty-month period per Tower thereafter, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt four (24) months of the Servicesconclusion of a previous benchmarking. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Kanawha and approved by HPES CGI (the “"Benchmarker”"). HPES CGI agrees that Gartner Group/Real Decisions, Meta Group, and Compass are each of IDC, Forrester and Gartner are acceptable as Benchmarkers a Benchmarker as of the Effective Date; provided, however, that the parties may agree on an alternate Benchmarker with notice to CGI. The fees and Kanawha shall bear the costs of the Benchmarker will be shared equally by HPI and HPESBenchmarker. The Parties will parties shall cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s 's documented procedures, which will shall be provided to the Parties parties prior to the start of the benchmarking process. The Benchmarker will shall compare the Charges and Service Levels applicable charges under this Agreement for the Services to the Services charges being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations by or for other entitiesU.S.-based life and health insurance companies receiving services similar to those being received by Kanawha from CGI. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties parties; and (2ii) identified by a Party party and approved by the Benchmarker. Benchmarker and the other party. (d) The following conditions apply to Benchmarker shall conduct a benchmarking as promptly as is prudent in the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPEScircumstances. In conducting the benchmarking, the Benchmarker will 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. (D) The Benchmarker will commence , including factors that take into account the financial structure of this Agreement. Since CGI's pricing to Kanawha is aggregated, the benchmarking exercise within 30 days following receipt shall be for all of HPI’s request and issue its initial the Services collectively; however, the Benchmarker may report to the Parties within 120 days following receipt parties on the components of HPI’s requestCGI's pricing in any manner it deems appropriate. Each Party will party shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on on, and request changes to in the Benchmarker’s 's proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (Ee) If either party disputes in good faith the results of the Benchmarker, then within ten (10) business days after receipt of the results, that party, at its sole expense and election, may select another Benchmarker to verify those results. Such Benchmarker shall be required to issue its results in a period of time that is no longer than the initial Benchmarker required for its analysis. (f) If the Benchmarkers reasonably agree that the findings of the second Benchmarker do not differ materially from the findings of the first Benchmarker, then the first benchmarking report shall be deemed the "final benchmarking report" for the purposes of this Section. If the Benchmarkers reasonably agree that the findings of the second Benchmarker differ materially from the findings of the first Benchmarker, then the parties shall instruct the Benchmarkers to work together to jointly develop and deliver to the parties a joint benchmarking report within thirty (30) calendar days, and this benchmarking report shall be deemed the "final benchmarking report" for purposes of this Section. The parties shall share equally the costs of the Benchmarkers for the development of the joint benchmarking report unless the second Benchmarker has been retained by Kanawha, in which case Kanawha shall bear the costs for development of the joint benchmarking report. (g) If, in the final report benchmarking report, the charges to Kanawha under this Agreement for the Services are higher than the average adjusted charges in the representative sample, then CGI shall, within thirty (30) calendar days of receipt of the Benchmarkerfinal benchmarking report, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval schedule, with Kanawha's cooperation and review, to bring CGI's charges to Kanawha to or below that average as soon as Commercially Reasonable. CGI then shall implement the Charges within plan and achieve the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, benchmark target in the final report designated period of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5time.

Benchmarking. (A) HPI will 5.7.1 Textron shall have the rightright during the Term, commencing upon beginning as of the second [***] anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterSignature Date, to benchmark the Service Charges for all of the Services at in one or more Towers of Services, provided that the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the ServicesServices for an individual Tower of Services cannot be undertaken more than [***]. (B) 5.7.2 A benchmarking under this Section will shall be conducted by an independent industry-industry recognized benchmarking service provider designated by HPI Textron and approved by HPES CSC (the “Benchmarker”). HPES , which approval shall not be unreasonably withheld or delayed, and CSC agrees that [***] and [***] are each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of the Effective DateBenchmarker. The fees and costs of Textron shall pay the Benchmarker will be shared equally by HPI and HPEScharges for the Benchmarker. The Parties will shall each, at their own cost, cooperate with the BenchmarkerBenchmarker and provide reasonable information requested by the Benchmarker relating to the Services, including, as appropriate, by (including making available knowledgeable personnel Personnel and pertinent documents and recordsrecords but excluding CSC’s cost data) subject to the Benchmarker agreeing to comply with reasonable confidentiality restrictions. (C) 5.7.3 The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will procedures and shall compare the Service Charges and Service Levels applicable to under this Agreement for the Services being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT information technology operations run by or for other entities. The Benchmarker will shall select the representative sample from entities entities: (1a) identified by the Benchmarker and approved by the Parties and Parties, such approval not to be unreasonably withheld; and (2b) identified by a Party and approved by the Benchmarker. . 5.7.4 The following conditions shall apply to the representative sample: sample contemplated in Section 5.7.3: (a) it will the representative sample shall include at least five and no more than eight [***] ([***]) entities, ; (b) it may include entities that have not outsourced IT operations, and information technology operations to entities similar to CSC; and (c) it the representative sample may include entities that are outsourcing customers of HPESCSC. 5.7.5 The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, accommodate (a) differences in volume of services, scope of services, service levels, location, financing or payment streamsstreams between the Services and services performed for the comparison entity or entities, (b) the proportion of the Services in the individual Tower(s) of Services being benchmarked to the aggregate of Services provided by CSC and the pricing for such Services, and (c) other pertinent factors. (D) The Benchmarker will commence factors as determined by the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s requestBenchmarker. Each Party will shall be provided a reasonable the opportunity (but no more than 30 days) to review, comment on and request changes to in the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (E) 5.7.6 If, in the final report of the BenchmarkerBenchmarker after normalization, the Charges charges to Textron under this Agreement for the benchmarked Services are not in the top third [***], then either of the representative sample following shall apply: (viewed from a) CSC shall give Textron written notice within [***] after issuance of Benchmarker’s final report that CSC accepts such final report, and CSC will promptly develop a plan and schedule, subject to approval of Textron, to bring CSC within the perspective most favorable [***] in a reasonable amount of time but in no event longer than [***] after the final report being issued. CSC shall then implement the plan and achieve the [***] in the designated period of time; or (b) if CSC (i) does not provide notification, (ii) fails promptly to HPIdevelop a plan and schedule to the approval of Textron, or (iii) fails to implement the plan and achieve the [***] in the designated period, all as contemplated in Section 5.7.6(a), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for Textron may terminate the benchmarked Services are within the top third or any portion of the representative sample (viewed from the perspective most favorable to HPI)them, then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to compliance with the payment of any applicable termination charges provisions set forth in Section 7.2(B) 12 of Schedule 5D (Pricing), by giving CSC not less than [***] written notice. In the case of termination by Textron of Services in accordance with this Section, the charges payable under this Agreement for continuing Services shall be decreased to reflect the Services that are terminated. (c) In the event either Party disputes the final report and requests a subsequent benchmarking, the requesting Party shall pay for the subsequent Benchmarker.

Benchmarking. (A) HPI will have PwCES shall improve the right, commencing upon the second anniversary quality of the Effective Date Services during the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and not more than once per 12-month period per Tower every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the Charges for primary Services, as determined by the Services at Oversight Committee, to assess the Tower level upon 20 days’ notice to HPESquality of the Services. The purpose Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees of any benchmarking exercise is the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to ensure 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 HPI is receiving competitive market pricing and Service quality of Equifax by service providers that have made investments similar to those made by PwCES with respect to the managementServices (or, delivery and receipt 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. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (Services is not above the “Benchmarker”). HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as average Performance/Price Ratio of the Effective Date. The fees and costs other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the Benchmarker will benchmark study, what changes, if any, should be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable made to the Services being benchmarked or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the costs being incurredServices 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 in light of the circumstances, and service levels being providedsuch failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions then this Section 3.04h shall not apply to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will 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 factorssuch Service. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will have 10.5.1 Any time after the right, commencing upon the second first anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterTerm, Prudential may select a Benchmarker from the list of preapproved Benchmarkers to benchmark conduct the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality Benchmarking Process with respect to the managementServices. If (a) a Benchmarker is no longer providing the services required to conduct the Benchmarking Process or (b) the Parties agree that a Benchmarker should be replaced, delivery then, in each case, the Parties shall promptly designate an agreed-upon replacement benchmarker (and receipt such replacement shall be deemed to be included in the definition of the ServicesBenchmarker). (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (10.5.2 The Benchmarker must sign a confidentiality agreement in favor of both Parties in which the “Benchmarker”). HPES Benchmarker agrees that each of IDC, Forrester (a) the information and Gartner are acceptable as Benchmarkers as of the Effective Date. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by data obtained or for other entities. The Benchmarker will select the representative sample from entities (1) identified produced by the Benchmarker in connection with the Benchmarking Process (including the results of the Benchmarking Process and approved by the Benchmark Report) constitutes the confidential and proprietary - Prudential Confidential- information of the Parties and (2b) identified the Benchmarker agrees that it shall not use or disclose such confidential information and data, except to the extent consented to by a Party both Parties for the benefit of the Parties in connection with this Agreement. 10.5.3 Upon 60 days, prior notice to Service Provider, the Benchmarker shall conduct the Benchmarking Process, including the applicable Service Levels and approved by the BenchmarkerFees. The following conditions apply Parties and the Benchmarker shall agree to the representative sample: (a) it will include at least five the objective third-party information that shall be required to conduct or support the Benchmarking Process and no more than eight entities, (b) it may include entities the methodology that have shall be used to conduct or support the specific Benchmarking Process and the normalization processes that shall be applied, including factors to normalize the applicable data, including financial investments made by Service Provider under the applicable Engagement Schedule and the size, scale and scope of the applicable Services. Service Provider shall cooperate to facilitate the Benchmarking Process and shall meet with Prudential and the Benchmarker prior to and throughout the Benchmarking Process. Service Provider shall not outsourced IT be required to provide the Benchmarker with Service Provider's internal cost data (except with respect to any cost-based Fees) or data of other Service Provider customers. The Benchmarker shall conduct the Benchmarking Process in a manner that does not unreasonably interfere with Service Provider's ongoing service operations, . Each Party shall pay their own costs of assisting the Benchmarker and (c) it may include entities that are outsourcing customers Prudential shall bear the cost of HPES. In conducting the benchmarkingBenchmarker with respect to the Benchmarking Process. 10.5.4 Within 30 days after the completion of each Benchmarking Process, the Benchmarker will 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. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report shall deliver to the Parties within 120 the final results of the Benchmarking Process in a written report, including identification of the supporting documentation (the "Benchmark Report"). 10.5.5 Within 30 days following after receipt of HPI’s requestthe Benchmark Report, the Parties shall review the Benchmark results. Each If either Party will be provided a reasonable opportunity (but no more than 30 days) has reason to reviewbelieve that the report contains manifest errors, comment they shall promptly notify the Benchmarker of the information being contested along with such documentation as is necessary to support the claim and copy the other Party on all such correspondence. The Benchmarker shall review the claim and request changes meet with both Parties to resolve any such claim and make any necessary adjustments to its findings prior to the Benchmarker’s proposed findingsreport being considered final. Within In the event the Benchmarker and the Parties are unable to resolve such claim within 10 days of receiving any comments from the Parties, the Benchmarker will issue after a final report of its findings and conclusions. (E) If, in the final report of Party submitted such claim to the Benchmarker, the Charges Parties shall resolve such claim in accordance with Section 19.16. Service Provider shall not be obligated to adjust the Service Levels or Fees in accordance with this Section during the pendency of such claim. 10.5.6 If the final Benchmark Report indicates that (a) any Service Level for a benchmarked Service is below the industry standard level of service for the applicable Fees then being charged for the benchmarked Service, or (b) the Fees in connection with the benchmarked Services in excess of 10% of the industry standard fee for such Services, then, within 30 days after conclusion of the Benchmark Process, Service Provider shall automatically adjust the applicable Service Level to be consistent with such industry standard level or adjust the Fees for the benchmarked Services are not to 80% percent of such Fees, as applicable (unless some other remedy is agreed by the Parties). 10.5.7 Any adjustment to the Service Levels or Fees shall become effective at the time that the Parties agree upon such adjustment, but in no event later than the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 date that is 60 days after the Benchmarker’s issuance Benchmarker has delivered the final Benchmark Report. If the Parties enter into a dispute over the adjustment to the Service Levels or Fees as a result of a Benchmark such that agreement upon an adjustment takes longer than 60 days after the date of the delivery of the final report. HPES will implement such plan once approved by HPI. IfBenchmark Report, in the adjustment shall be retroactive to the date that is 60 days after the date of delivery of the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be requiredBenchmark Report. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.- Prudential Confidential-

Benchmarking. (A) HPI will have ▇▇ ▇▇▇▇▇ reserves the rightright from time to time, commencing upon at its discretion, beginning in the second anniversary year of the Effective Date this Agreement and not with respect to a complete benchmark no more than once per 12-month period per Tower thereafterannually, to benchmark obtain the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose services of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES third party (the “Benchmarker”)) to benchmark the charges for help-desk Services. HPES agrees that each The pool of IDC, Forrester and Gartner are acceptable as Benchmarkers as potential benchmarkers shall consist of the Effective Datefollowing 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 ▇▇ ▇▇▇▇▇), 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 ▇▇ ▇▇▇▇▇’▇ request, then the third party shall be designated by ▇▇ ▇▇▇▇▇. ▇▇ ▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇’▇ sole and exclusive property and Confidential Information. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, procedures which will shall be provided to the Parties prior to the start of the benchmarking processprocess and to which the Parties may comment prior to the benchmarking, as modified herein. The Benchmarker will shall compare the Charges and Service Levels applicable to costs, charges and/or performance of the Services under this Agreement, as appropriate, for the Services being benchmarked to the costs being incurredcosts, and service levels being providedcharges, and/or performance in a representative sample of well-managed IT operations by or for other entitiesperforming services similar to the Services. The Benchmarker will shall select the representative sample from entities (1x) identified by the Benchmarker and approved by the Parties Benchmarker, and (2y) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (bi) it may include entities that have not outsourced IT operations, and (cii) it may include entities that are outsourcing customers of HPESHP. The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will 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. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to in the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (E) If, in which final report shall be the property and Confidential Information of ▇▇ ▇▇▇▇▇. Based upon the final report results of such benchmarking, including the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed aggregate results from the perspective most favorable customer satisfaction surveys, HP shall cooperate with ▇▇ ▇▇▇▇▇ to HPI)investigate variances, then HPES will develop a plan for HPI’s review if any, and approval to bring take corrective action to respond to any deficiencies; provided that, if such results show that the Charges within Fees paid by ▇▇ ▇▇▇▇▇ are higher than the top third within 90 midpoint of fees charged with respect to other well managed outsourcing organizations, HP shall have sixty (60) days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges Fees charged hereunder accordingly. Any dispute as required by this Sectionto such deficiencies, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard variances or reduction shall be resolved pursuant to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 529.

Benchmarking. (Aa) HPI will have [***] during the rightTerm commencing [***] (with intent to complete the benchmark and make any adjustments resulting from the benchmark effective at the beginning of [***], commencing upon the second anniversary of the Effective Date and not more than once per 12Triple-month period per Tower thereafter, to S may benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality under this Agreement in accordance with respect to the management, delivery and receipt of the Servicesthis Section ‎14.8. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Triple-S and reasonably approved by HPES Supplier (the “‘Benchmarker”’). HPES Supplier agrees that each of IDC, Forrester and Gartner are [***] is acceptable as a Benchmarker. If Supplier rejects any other Benchmarker suggested by Triple-S, Supplier shall also provide Triple-S with the names of three (3) other Benchmarkers as of the Effective Datethat would be acceptable to Supplier. The fees and costs of the Benchmarker will be shared equally by HPI and HPES[***]. The Parties will shall cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will procedures that shall be provided to the Parties prior to the start of the benchmarking process and as part of the Benchmarker selection process. The Benchmarker will shall compare the Charges and Service Levels applicable to for the Services under this Agreement being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations by or for other entitiessimilar services. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties and Parties, or (2ii) identified by a Party agreement of the Parties and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will sample shall include at least five and no more than eight entities, [***]. (bd) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPESThe Benchmarker shall conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of servicesservice, scope of services, service levels, financing or payment streams, service delivery locations and other pertinent factors. . Supplier will provide to the Benchmarker reasonably detailed information about the component elements of Supplier’s charges and pricing methods under this Agreement (D) The although if Supplier fails to do so the Benchmarker shall proceed with such assumptions as it determines are reasonable under the circumstances), and the Benchmarker shall gather and utilize reasonably detailed information with respect to the representative samples being used for comparison. At the appropriate stage early in the process; but, in any event, prior to completing its report, the Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to meet with the Parties within 120 days following receipt of HPIand describe in reasonable detail the steps that the Benchmarker proposes to take to normalize the data for comparison. The Parties shall have a reasonable opportunity to comment on those steps, and the Benchmarker shall incorporate into its normalization process the reasonable suggestions made by either Party; provided that if those suggestions are in conflict, the Benchmarker’s requesthave the discretion to make the final determination. Each After the Benchmarker issues its preliminary report, each Party will shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on on, and request changes to in the Benchmarker’s proposed findingspreliminary report. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions, indicating what it believes all the Charges would be at the[***] (viewed from the perspective of most beneficial to Triple-S (e.g., lowest charges shall be the “best” charges)). In doing so, the Benchmarker will set [***]. (Ee) If, If in the final report of the Benchmarker, the Charges to Triple-S for the benchmarked Services are not in greater than the top third [***] of the representative sample sample, (viewed from i) the perspective most favorable Parties shall meet and work in good faith to HPI), then HPES will develop a plan for HPI’s review and approval to bring adjust the Charges in an attempt to achieve such [***]; and (ii) if the Parties are unable to agree on and document in an amendment such adjustment within the top third within 90 days [***] after the Benchmarker’s issuance of the Benchmarker publishes its final report, Triple-S shall have the right to terminate this Agreement (including the SOWs executed under this Agreement) [***] notice to Supplier. HPES will implement such plan once approved by HPI. If, If in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third [***] of the representative sample (viewed from sample, there shall not be an adjustment to the perspective most favorable to HPI), then Charges. In no further action case will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5be [***].

Benchmarking. (A) HPI will have the right, commencing upon the second anniversary of the Effective Date and not more than once per 12-month period per Tower thereafter, The Customer shall be entitled to benchmark the Service Levels and Charges for the Services at and Equipment in order to determine whether they are Good Value. Any such “Benchmarking” may be conducted annually (provided no such benchmarking shall occur in the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt first two years of the Services. (BTerm) A and may be applied to individual service elements or items of Equipment and not just the Services and Equipment as a whole. In respect of each benchmarking under this Section will be conducted initiated by the Customer, the Customer shall appoint an independent industry-recognized independent, established and industry recognised organisation that has demonstrated benchmarking service provider designated by HPI expertise, methodology and approved by HPES data sources (the “Benchmarker”). HPES agrees that each 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 IDCa sufficient number of receivers of services comparable to the Services and Equipment, Forrester having regard to factors such as the nature and Gartner are acceptable as Benchmarkers as size of the Effective DateProvider 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 data used to 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 fees 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 will shall be shared equally borne by HPI and HPESthe Customer unless the Benchmarker concludes that the Service Levels or Charges are not Good Value. Subject to clause 14.8, if a benchmarking finds that the Services Levels and/or Charges are not Good Value, the Parties shall 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 the benchmarking they shall be entitled to inform the Benchmarker about the areas of disagreement within twenty (20) days of the Benchmarking report being made available. The Parties will cooperate Benchmarker shall have a period of twenty (20) days to respond to any such notice and, if necessary, amend the findings of the Benchmarking or decline to do so with the reasons for this set out in a written report. If either the Customer or the Provider does not agree with the revised benchmarking or the Benchmarker’s report, includingthen the Escalation Procedure shall apply, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking provided that if such dispute is not resolved in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarkingEscalation Procedure, the Benchmarker will 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. Customer shall be entitled (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue at its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 daysdiscretion) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard 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 Section 29.1be 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 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 New Currency on the date the Euro officially ceases to exist ("Euro Expiry Date") and the Parties shall 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 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 country of the New 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. Change Control Any request for a Change shall be 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 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 Customer in carrying out the monitoring at no additional charge to the Customer. The Customer shall have the 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 incurred in respect of compliance with their obligations under this clause 17 unless an audit identifies a material Default by the Provider, in whole which case the Provider shall reimburse the Customer for all the Customer's reasonable costs and expenses incurred in the course of performing or facilitating the applicable audit. The Customer shall give the Provider reasonable notice of its intention to audit which shall be conducted during Normal Working Hours (save in partthe case of any event reasonably deemed by the Customer to constitute an emergency, without cost including in respect of any event of fraud, or penalty 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 required under this Agreement; the supply of the Services and Equipment (including 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 subject to any Insolvency Event; the payment 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 applicable termination charges set forth 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 outstanding litigation, arbitration or other disputed matter to which the 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 Section 7.2(B) connection with tendering for, and entering into, this Agreement were true and accurate when made, remain to the best of Schedule 5its 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.