Common use of CHANGES IN SCOPE Clause in Contracts

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems and databases used to support the domestic operations and business of VIS immediately prior to the Closing Date and will generally adhere to the policies, practices and methodologies used to support the domestic operations and business of VIS immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates then use to provide similar services to Supplier’s Affiliates (each, a “Conforming Change”), provided that the Conforming Change complies with applicable Law and Spinco shall not be charged for any additional costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide SpinCo with written notice of such change. (b) During the term, in addition to the Conforming Changes, the parties may, in accordance with the procedures specified in this Article III, (i) mutually agree in writing to modify the terms and conditions relating to any of the Transition Services (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). In the event either of the parties desires a Service Modification or an Additional Service (in each case, a “Change”), the party requesting the Change shall deliver a written description of the proposed Change (each, a “Change Request”) to the other party’s Single Point of Contact (as defined in Article X). (c) All Change Requests by either party must be consented to by the other party’s Single Point of Contact in writing before either party has any obligation with respect to the proposed Change. Either party may decline to consent to any Change Request for any reason in its sole discretion. (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and The Schedules will be deemed amended to reflect the implementation of the Conforming Change or Change Request as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems systems, databases, reports, formats and databases processes used to support Verizon New England Inc. (and the domestic operations and business of VIS Contributing Companies as to the respective service they received) immediately prior to the Closing Date Date, and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will generally adhere to the policies, practices and methodologies used to support Verizon New England Inc. and the domestic operations and business of VIS Contributing Companies immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates then will use to provide similar services to Supplier’s Affiliates Verizon New England Inc. or the Contributing Companies after the Closing (each, a “Conforming Change”), provided . Provided that the Conforming Change complies with applicable Law and Spinco law, neither Buyers nor Surviving Corporation shall not be charged responsible for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers’ reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide SpinCo the Buyers with written notice of such changechange contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicable. (b) During In addition to Conforming Changes, during the term, in addition to the Conforming Changes, the parties may, in accordance with the procedures specified in this Article III, (i) mutually Buyers or FairPoint may request that Supplier agree in writing to modify the terms and conditions relating to any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). In the event either of the parties desires a Service Modification Buyers or an Additional Service (in each case, a “Change”), the party requesting the Change FairPoint shall deliver a written description of the proposed Change (each, a “Change Request”) to the other partySupplier’s Single Point of Contact (as defined in Article XXI) a written description of the proposed change (each, a “Change Request”). (c) All Change Requests Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts to complete and implement Service Modifications at the time or on the schedule required by either party must law or requirements of the Governmental Authority, taking into account Supplier’s pre-existing work load, service obligations and requirements of law in respect of its Affiliates. The Supplier’s time expended to implement a Service Modification (other than a Service Modification required to be consented implemented by applicable law or any governmental order generally applicable to by the other party’s Single Point of Contact all telecommunications operators as in writing before either party has any obligation with respect effect prior to the proposed ChangeClosing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger) shall be billed to Buyers as Special Services. Either party may decline The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to consent be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Change Request Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any reason in its sole discretionpre-Closing Service Modification (except as provided above). (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and The the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Change Request Service Modification as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems and databases used to support Verizon Hawaii (and the domestic operations and business of VIS Contributing Companies as to the respective service they received) immediately prior to the Closing Date and will generally adhere to the policies, practices and methodologies used to support the domestic operations and business of VIS Verizon Hawaii immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates then use to provide similar services to SupplierParent’s West region telephone operations Affiliates (each, a “Conforming Change”), provided provided, that the Conforming Change complies with applicable Law and Spinco Surviving Corporation shall not be charged responsible for any additional costs in connection with such Conforming Change and Supplier shall reimburse Surviving Corporation for all reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide SpinCo the Surviving Corporation with written notice of such changechange contemporaneously with the notice provided to Parent’s West region telephone operations Affiliates. (b) During In addition to Conforming Changes, during the term, in addition to the Conforming Changes, the parties may, in accordance with the procedures specified in this Article III, (i) mutually agree in writing to modify the terms and conditions relating to any of the Transition Services (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). In the event either of the parties desires a Service Modification or an Additional Service (in each case, a “Change”), the party requesting the Change shall deliver a written description of the proposed Change (each, a “Change Request”) to the other party’s Single Point of Contact (as defined in Article XXI). (c) All Change Requests by either party must be consented to by the other party’s Single Point of Contact in writing before either party has any obligation with respect to the proposed Change. Either party may decline to consent to any Change Request for any reason in its sole discretion. A party that is requested to provide its consent to a Change Request will not unreasonably delay in responding to such request. Notwithstanding the foregoing, Supplier shall not withhold its consent to any Service Modification requested by Surviving Corporation that is required to comply with the requirements of a Governmental Authority or applicable Law, and the Surviving Corporation agrees to reimburse Supplier for its increased costs associated with such Service Modification. (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and The Schedules Schedule A will be deemed amended to reflect the implementation of the Conforming Change or Change Request as well as any other terms and conditions agreed upon by the parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates Company shall initially provide the Transition Base Services utilizing the Triad Technology Platform and such other equipment, systems and databases used to support or technology as Company reasonably deems necessary for the domestic operations and business performance of VIS immediately prior to the Closing Date and will generally Base Services. In the performance of the Base Services, Company shall adhere to the provisions of Triad’s Customer Services Manual and shall use commercially reasonable efforts to achieve consistency, where appropriate, with the other applicable policies, practices and methodologies used to support the domestic operations and business of VIS Triad immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due Date to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, extent these have been furnished to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence Company prior to the then-existing policies, practices and methodologies, which Supplier or its Affiliates then use to provide similar services to Supplier’s Affiliates (each, a “Conforming Change”), provided that the Conforming Change complies with applicable Law and Spinco shall not be charged for any additional costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide SpinCo with written notice of such changeClosing Date. (b) During the term, in addition to the Conforming ChangesTerm, the parties may, in accordance Parties may require that the Base Services be modified to comply with then-existing Applicable Law or to facilitate the procedures specified in this Article III, (i) mutually agree in writing to modify the terms efficient and conditions relating to any orderly conduct of the Transition Services Triad’s operations and business (a “Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”). In the event either of the parties desires Either Party may propose a Service Modification or an Additional Service (in each case, and the Parties shall cooperate to mutually prepare a “Change”), the party requesting the Change shall deliver a written detailed description of the each proposed Change Service Modification (each, a “Change RequestOrder”). All Change Orders must contain: (i) a description of any additional work to be performed and/or changes to the performance required of either Party, including the estimated number and skill level of personnel necessary to make such changes and/or additions and the availability of such personnel over the ensuing period; (ii) a statement of the impact of the additional work or changes on the Services, schedule, costs or other party’s Single Point requirements of Contact this Agreement; (iii) acceptance test procedures for such additional work, if applicable; (iv) identification of service category (i.e., Maintenance Services, Technology Development Services or Special Services); and (v) signatures of duly authorized individuals of each Party. Company may proceed with modifications to its own services so long as defined it does not materially disrupt the Services (or any of them) or violate the Service Level Standards. Company shall accept any such Change Order requested by Triad; provided that subject to Section 3.1, in Article X)the event that the acceptance of a particular Change Order requested by Triad would require Company to incur Third Party Vendor Costs, or to expend incremental effort, resources or performance beyond that which is required under this Agreement prior to the acceptance of such Change Order, then Company shall promptly provide notice to Triad (in a manner permitted pursuant to Section 15.1) of the impact of such Change Order, including, without limitation, any Service Fees or allocation of Technology Development Services hours. No Change Order shall take effect until the Parties have agreed with respect to such changes, fees or re-allocation of hours. If appropriate, the Parties shall negotiate in good faith an equitable cost or hours adjustment in connection with such Change Order requested by Triad. (c) All Change Requests Company shall provide to Triad all proposed Service Modifications on the terms set forth in this Section 3.3(c). Company shall complete and implement Service Modifications on the schedule required by either party must be consented to Applicable Law or as agreed by the Parties, taking into account Company’s pre-existing work load, the amount of advance written notice given to Company by Triad, and other partyservice obligations and requirements of Triad already being provided by Company pursuant to this Agreement. Unless otherwise agreed by the Parties, Company’s Single Point time expended to implement and deliver a Service Modification proposed by Triad shall be treated as Special Services for purposes of Contact in writing before either party has any obligation with respect allocating hours, paying the FTE Rate and other matters. Notwithstanding anything herein to the contrary, no Service Modification proposed Change. Either party may decline by Company shall (i) result in additional Service Fees, costs or expenses to consent Triad or (ii) count towards hours allocated to any Change Request for any reason in its sole discretionTechnology Development Services under Section 2.1(e). (d) If a Conforming Change occurs or a Change Request Order is approved delivered in accordance with this Article III, the definition of Transition Services and The the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Change Request Service Modification as well as any other terms and conditions agreed upon by the parties Parties in writing.

CHANGES IN SCOPE. (a) The parties acknowledge and agree that Supplier and its Affiliates shall initially provide the Transition Services utilizing systems systems, databases, reports, formats and databases processes used to support Verizon New England Inc. (and the domestic operations and business of VIS Contributing Companies as to the respective service they received) immediately prior to the Closing Date Date, and except as otherwise specifically described herein or in the Schedules hereto, Supplier and its Affiliates are not obligated to make any modification or customization of any such systems, databases, reports, formats or processes. Supplier and its Affiliates will generally adhere to the policies, practices and methodologies used to support Verizon New England Inc. and the domestic operations and business of VIS Contributing Companies immediately prior to the Closing Date, except for those policies, practices and methodologies that Supplier determines are no longer applicable due to the fact that SpinCo is no longer an affiliate of Verizon. During the term of this Agreement, Supplier may at any time modify the Transition Services, as necessary or desirable, to allow for continued or conforming use of the then-existing systems and databases and to allow for continued or conforming adherence to the then-existing policies, practices and methodologies, which Supplier or its Affiliates then will use to provide similar services to Supplier’s Affiliates Verizon New England Inc. or the Contributing Companies after the Closing (each, a “"Conforming Change”"), provided . Provided that the Conforming Change complies with applicable Law and Spinco law, neither Buyers nor Surviving Corporation shall not be charged responsible for any additional costs in connection with such Conforming Change, and Supplier shall reimburse Buyers for all of Buyers' reasonable out-of-pocket costs in connection with the implementation of such Conforming Change. Prior to the implementation of a Conforming Change, Supplier will provide SpinCo the Buyers with written notice of such changechange contemporaneously with the notice provided to Verizon New England Inc. or the Contributing Companies, as applicable. (b) During In addition to Conforming Changes, during the term, in addition to the Conforming Changes, the parties may, in accordance with the procedures specified in this Article III, (i) mutually Buyers or FairPoint may request that Supplier agree in writing to modify the terms and conditions relating to any of the Transition Services to comply with then-existing law or requirements of a Governmental Authority (a “"Service Modification”) or (ii) mutually agree in writing upon the terms and conditions relating to the provision of services that are in addition to any Transition Services (an “Additional Service”"). In the event either of the parties desires a Service Modification Buyers or an Additional Service (in each case, a “Change”), the party requesting the Change FairPoint shall deliver a written description of the proposed Change (each, a “Change Request”) to the other party’s Supplier's Single Point of Contact (as defined in Article XXI) a written description of the proposed change (each, a "Change Request"). (c) All Change Requests Supplier shall provide all proposed Service Modifications. Supplier shall make commercially reasonable efforts to complete and implement Service Modifications at the time or on the schedule required by either party must law or requirements of the Governmental Authority, taking into account Supplier's pre-existing work load, service obligations and requirements of law in respect of its Affiliates. The Supplier's time expended to implement a Service Modification (other than a Service Modification required to be consented implemented by applicable law or any governmental order generally applicable to by the other party’s Single Point of Contact all telecommunications operators as in writing before either party has any obligation with respect effect prior to the proposed ChangeClosing Date but not any Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger) shall be billed to Buyers as Special Services. Either party may decline The Buyers shall reimburse Supplier for its costs and out-of pocket expenses associated with implementation and delivery of any post-Closing Service Modification (other than a Service Modification required to consent be implemented by applicable law or any governmental order generally applicable to all telecommunications operators as in effect prior to the Closing Date but not any Change Request Service Modification which is part of any order of a Governmental Authority issued in connection with the Merger). FairPoint shall reimburse Supplier for its cost and out-of-pocket expenses associated with implementation and delivery of any reason in its sole discretionpre-Closing Service Modification (except as provided above). (d) If a Conforming Change occurs or a Change Request is approved in accordance with this Article III, the definition of Transition Services and The the Schedules hereto will be deemed amended to reflect the implementation of the Conforming Change or Change Request Service Modification as well as any other terms and conditions agreed upon by the parties in writing.. ARTICLE IV