Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; (iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant:
Appears in 2 contracts
Sources: Technical Services Agreement (Exult Inc), Technical Services Agreement (Exult Inc)
Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Schedule K - Technical Systems Services Agreement - Agreement-Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult
2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis:
(a) Such preliminary report shall contain:
(i) the estimated costs associated with the Change;
(ii) the timeframe for implementing the Change (including any timing constraints);
(iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented;
(iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services.
(b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant:
(i) [***]*
2.4 Once submitted by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either:
(a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below;
(b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not ---------- * Confidential information has been omitted. Schedule K - Systems Services Agreement-Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or
(c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting").
2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either:
(a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal;
(b) acquire further information before deciding whether to proceed with the Change;
(c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or
(d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0.
2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process.
2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.
Appears in 2 contracts
Sources: Systems Services Agreement (Exult Inc), Systems Services Agreement (Exult Inc)
Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Human Resources Services Agreement - Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult
2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis:
(a) Such preliminary report shall contain:
(i) the estimated costs associated with the Change;
(ii) the timeframe for implementing the Change (including any timing constraints);
(iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented;
(iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services.
(b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant: [***]*
2.4 Once submitted by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either:
(a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below;
(b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or
(c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting").
2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either:
(a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal;
(b) acquire further information before deciding whether to proceed with the Change;
(c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or
(d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0.
2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process.
2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.
Appears in 2 contracts
Sources: Human Resources Services Agreement (Exult Inc), Human Resources Services Agreement (Exult Inc)
Change Control Process. 2.1 Either Provider (a) Except as otherwise expressly provided in this Agreement, Triple-S has retained responsibility for establishing the standards and strategic direction of Triple-S (and its Affiliates) with respect to information technology outsourcing.
(b) Supplier will not make any Changes, except in accordance with the Change Control Process and with Triple-S’s prior written approval (which Triple-S may grant or Company withhold in its discretion). Supplier shall not implement, and shall not be obligated to implement, any proposed Change for which Triple-S has not provided its prior written consent.
(c) In exercising its discretion in determining whether to grant its approval to a Change, Triple-S may initiate consider, among other things, whether implementation of the Change would adversely affect the functionality, performance or resource efficiency of the Services, increase Triple-S’s internal costs or Supplier’s Charges to Triple-S under this Agreement or charges by other Triple-S suppliers to Triple-S, or if it would otherwise adversely affect Triple-S’s or its Affiliates’ business, operations or security.
(d) The Parties agree that a Change Request by delivering may or may not result in additional charges or in an adjustment to the other's Relationship Manager charges. Supplier shall not be entitled to request an additional charge or his/her nominated representative a writing that describes an adjustment to the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared charges for a Change Request shall be tracked by reference unless, and only to the extent, (i) such Change Request to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any is a Material Change Request(defined in Schedule C (Charging Methodology), and shall approve it for further investigation(A) such Change (1) is not within the scope of the Services or Supplier’s Financial Responsibility under this Agreement, if deemed necessary. If the Parties agree that and (2) would increase Supplier’s costs to implement the Change Request requires further investigation, or to deliver the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In Services in accordance with Section 7.2, such Change; and (B) the Relationship Managers shall additional charge requested by Supplier for such Change must be responsible for keeping up reasonably related to date the status of each Change Request in the Change Request Log as the status net additional costs incurred by Supplier arising out of the Change Request changes through the Change Control Process. Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult
2.3 For each Change Request that the Parties have approved for further investigation, regardless (after taking into account any reductions to Supplier’s costs arising out of which Party has proposed or investigated the Change).
(e) With respect to any change in a Law, Provider shall prepare and submit to Company within [***]* Other Compliance Obligation or Triple-S Policy (or as otherwise agreed)any new Law, with Company's full cooperation and provision of any information reasonably requested by Provider, Other Compliance Obligation or Triple-S Policy) that either Party determines may require a preliminary report containing potential Change to the following information and analysis:
(a) Such preliminary report shall containServices:
(i) The Parties will mutually discuss the estimated costs associated potential Change to the Services, and based on such discussions, Supplier shall provide a proposed Change Order addressing such Change, to reflect how the Services would be modified to be in compliance with the Change;such changed or new Law, Other Compliance Obligation or Triple-S Policy (as applicable).
(ii) With respect to any Change resulting from (x) a change in or a new Law or Other Compliance Obligation, or (y) a change in or a new Triple-S Policy (but only to the timeframe for implementing extent such change in or new Triple-S Policy was required in order to comply with an existing Law or Other Compliance Obligation or caused by a change in or a new Law or Other Compliance Obligation):
(A) Supplier shall use Commercially Reasonable Efforts to implement the Change (including sufficiently in advance of the effective date of compliance with such changed or new Law or Other Compliance Obligation such that Triple-S has a reasonable amount of time to perform testing of any timing constraints);of Triple-S’s equipment, systems, processes or other items that may be impacted by such Change; and
(iiiB) the preliminary technical or business case Supplier shall have financial responsibility for making the any such Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented;
except (iv) an initial analysis of the potential risks (if anyi) to Company or Provider if the Change extent that Triple-S is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis financially responsible as expressly set forth in Section 2.3(bSchedule C (Charges); or (ii) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as otherwise set forth in this Section 2.3(aSchedule C (Charges) or Schedule K (Reports), and shall provide such report as part of the Services.
(bf) Company If an approved Change would result in New Services or a change in these General Terms and Provider shall review Conditions or any Schedule, the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare must be authorized via a Change Proposal describing the impact of the Change on the following elements of the Agreement, Order or a contract amendment or modification made pursuant to the extent relevant:Section 26.3 (Contract Amendments and Modifications).
Appears in 1 contract
Sources: Master Services Agreement (Triple-S Management Corp)
Change Control Process. 2.1 Either Provider Party may request additions, deletions or Company may initiate a amendments in respect of the development and implementation of the Ehave Companion Solution (“Change”). Changes shall be requested in writing signed by an authorized representative of the Party requesting the Change Request by delivering (“Change Request”). Ehave shall have no obligation to perform, and CHT shall have no obligation to pay for, services related to any proposed modification or change unless both Parties have agreed to the other's Relationship Manager modifications or his/her nominated representative a changes in writing that describes in accordance with the Change and sets procedures set forth the reasons for itherein. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a The Change Request shall be tracked by reference include a reasonably detailed description of the scope and nature of the requested Change. If CHT desires a Change, Ehave shall evaluate the feasibility of such change as it relates to the Change Request proposed Field of Use. As soon as reasonably possible after receipt of CHT’s request, Ehave agrees to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigationprovide CHT with a written estimate of the cost, if deemed necessary. If any, of and the Parties agree that timing to implement the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult
2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis:
(a) Such preliminary report shall contain:
(i) the estimated costs associated with the Change;
(ii) the timeframe for implementing the Change (including any timing constraints);
(iii) the preliminary technical or business case for making the Change, Changes as well as any changes or additions additional terms and conditions related to policiessuch Changes. The costs, standards if any, associated with the development of such estimate shall be borne by CHT. Upon CHT’s approval in writing of the cost estimate and procedures any additional terms and conditions related to such Changes, including delivery dates and payment terms provided by Ehave, the Parties shall revise the Specifications and Implementation Plan and shall replace the Specifications and Implementation Plan attached hereto as Schedules “1” and “2”, and Ehave shall develop and implement the Change as so agreed. Changes shall be subject to acceptance testing by CHT prior to being deployed into production in accordance with which the Change is to be implemented;
(iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth procedures described in Section 2.3(b3(d) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services.
(b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider agreed by the parties in writing. Ehave shall prepare not refuse to accept a CHT Change Proposal describing the impact of request unless it is unable to make the Change requested using commercially reasonable efforts, in which event Ehave will provide an explanation to CHT; or Ehave and CHT fail to agree on the following elements of the Agreement, terms and conditions related to the extent relevant:performance of such Change, including the costs, if any. If a mutually acceptable resolution is not reached in respect of a CHT Change request, the Parties may submit the issue to mediation pursuant to Section 19(b).
Appears in 1 contract
Change Control Process. 2.1 Either Provider This process encompasses the efforts required to establish and maintain a change control process for activities, processes, provisions and operations under the Agreement (the "Change Control Process"). The objectives of the Change Control Process are (i) to review each request for a change to the Agreement to determine whether such change is appropriate (a "Change Request"), (ii) to determine whether such change constitutes in-scope Services or Company may initiate a New Services, (iii) to prioritize all Change Requests and (iv) to minimize the risk of exceeding both time and cost estimates associated with the requested changes by identifying, documenting, quantifying, controlling, managing and communicating requested changes and their disposition. The Change Control Process shall identify the different roles, responsibilities and actions that shall be followed to implement the changes and the services to the Agreement. The Change Control Review Team, chaired by the Flagstar and ISSC Project Executives or their respective designess, shall be the focal point for all Change Requests, shall make the initial determination as to whether each Change Request by delivering to the other's Relationship Manager is "in-scope" or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives New Service, shall be responsible for reviewing and considering any the assessment of the impact of each Change Request, and shall approve it be the source of direction for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status implementation of each Change Request Request. The Change Control Process shall include, at a minimum:
a. Changes to the Agreement and Services may be requested by either Party. Since a change may affect the price, schedule or other terms, both the Flagstar and ISSC Project Executives must review and approve, in the writing, each Change Request Log before any Change Request is implemented.
b. The Party proposing a Change Request will write a Change Request Form ("CRF"), describing the change, the rationale for the change and the effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement and/or the Services.
c. Flagstar's or ISSC's representative, as appropriate, will review the status proposed Change Request. If accepted, the CRF will be submitted to the other Party for review. If rejected, the CRF will be returned to the originator along with the reason for rejection.
d. Flagstar's and ISSC's representatives will weigh the merits of the proposed Change Request and will decide whether further study of the Change Request changes through is in order. Approval of a CRF proposed by Flagstar for further study constitutes authorization by Flagstar for ISSC to proceed to investigate the CRF and invoice Flagstar for such costs incurred by ISSC for resources outside of the Annual Service Charge or beyond an established Baseline. Approval of a CRF proposed by ISSC for further study constitutes authorization by the Parties to further investigate and study the Change Control ProcessRequest without charge to Flagstar.
e. ISSC will present the results of the study to the Flagstar Project Executive detailing the technical merits, effects on price, schedule, and impact on other terms, conditions and modifications that will result from implementation of the proposed Change Request. Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / ExultThe Flagstar Project Executive shall then either approve or reject the Change Request.
2.3 For each f. Each approved Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare will be implemented through a written change authorization and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis:
(a) Such preliminary report shall contain:
(i) the estimated costs associated with the Change;
(ii) the timeframe for implementing the Change (including any timing constraints);
(iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented;
(iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services.
(b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, Supplement and Schedules will be updated to reflect the extent relevant:changes in scope, price or terms and conditions, as appropriate.
Appears in 1 contract
Sources: Information Systems Management Agreement (Flagstar Companies Inc)
Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing SECTION 21.01. Supplier acknowledges that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates.
2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Schedule K - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult
2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]***** ******** or one of the Customers may submit written requests to Company to request changes or revisions to hardware and software to be furnished under the FSN Agreement or pursuant to Company's Obligations and, to the extent **************** or Customer's request involves Material, Company shall immediately notify Supplier (a "Change Control Request"). Change Control Requests requiring 20 Headcount Years or less will be handled in the normal change control process. Change Control Requests that exceed 20 Headcount Years of effort ("Major Changes") will be negotiated by the parties and will be performed under this process provided that the parties reach mutually satisfactory agreement on requirements, Headcount Years, price and delivery schedule. Any resulting Software shall be licensed to Company under the provisions of Article V without payment of any additional license fees or charges other than charges for the development work as provided herein.
SECTION 21.02. Within fifteen (15) days (or as otherwise agreed)a different period if mutually agreed to by the parties) following receipt of a Change Control Request from Company, with Company's full cooperation and provision of any information reasonably requested by Provider, Supplier shall provide a preliminary report containing the following information and analysiswritten response to Company specifying:
(a) Such preliminary report shall contain:the specifications for the work to be performed;
(b) the work schedule for the proposed work;
(c) a firm price quote for the work and associated new hardware unit prices (if any) for the new Material;
(d) the number of Headcount Years required; and
(e) the impact, if any, on the delivery date of the Material to be modified; provided, however, that (i) the estimated costs associated with the Change;
fees payable by Company for any such Change Control Request shall not exceed *********** *********************************** for each Headcount Year, and (ii) the timeframe for implementing the Change (including any timing constraints);
(iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to Headcount Years proposed shall be implemented;
(iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented;
(v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate")commercially reasonable. Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services.
(b) Company and Provider shall review the preliminary report and Company shall, within [This ***]*************************************** after deliver limitation may be adjusted by Company in December of such preliminary reporteach calendar year up to the amount of any change in the Producer Price Index for Telecommunications Systems, either (1) instruct Provider Custom Software Development during the preceding 12-month period. This limitation shall not, however, apply to prepare a comprehensive Change Proposal as set forth Major Changes.
SECTION 21.03. If Supplier's response is approved in this Section 2.3(b)writing, or (2) notify the Provider that it does not wish to Supplier will proceed with the Changework. Where Company has instructed Provider Supplier shall not be obligated to prepare a comprehensive Change Proposal, [***]* (perform any requested changes or as otherwise agreed) after receiving such instruction, Provider shall prepare revision to Material in advance of written approval from Company. In the event that Supplier commits resources to the implementation of a Change Proposal describing Control Request without prior written authorization, Company shall not be charged for such work and such work shall not relieve Supplier of its obligations to meet previously agreed upon schedules. For purposes of this Supply Agreement, each Change Control Request response approved in writing by Company shall constitute a formal change to this Supply Agreement modifying the impact prices, functionality and/or schedules as addressed therein, and any hardware or Software developed pursuant to such a request shall fall within the definition of the Change on the following elements term "Material".
SECTION 21.04. Supplier agrees to pay to Company as a Software Incentive Fee 10% of the Agreement, amount of fees provided by Company to Supplier under this Section for changes to Software only. The Software Incentive Fee due to Company under this Section will be made by Supplier within 30 days of the extent relevant:payment of the fees for the Software changes made by Company to Supplier under this Section.
Appears in 1 contract