Common use of Changes in the Services Clause in Contracts

Changes in the Services. If Recipient desires to make changes in this Agreement to provide for different or additional Services to be provided by the Service Provider (each, a “Service Change”), the Parties shall comply with the following Service Change process: (a) Recipient shall prepare a written proposal for the Service Change including a description of the services, deliverables and schedule, in each case in such detail as would be needed by an unaffiliated third party contractor to develop a competent price proposal for similar services. For special project work that is within the scope of services covered by an hourly or unit rate in Exhibit A, Recipient may use the hourly rate or unit rate stated in Exhibit A in developing the proposal price. (b) All Service Change proposals and responses must be delivered by a Party’s Contact Person (as defined below) to the other Party’s Contact Person. If the Service Provider can provide the different or additional services proposed in a Service Change with its then-existing resources and capabilities, then the Service Provider and Recipient may proceed to negotiate in good faith a proposed amendment to Exhibit A of this Agreement to reflect the Service Change, including any changes to the services, deliverables, schedule, fees, and expenses under this Agreement; provided, however, that the Service Provider shall have no obligation to provide any different or additional services proposed in a Service Change. For the avoidance of doubt, each modified or additional service reflected in Exhibit A, as amended, shall be deemed a “Service” in accordance with the terms and conditions of this Agreement. If the Service Provider arranges for the additional services under a Service Change to be provided by a Vendor, at the request of the Service Provider, Recipient shall execute a written agreement directly with the Vendor for such additional services. In the absence of a signed amendment, the Parties must fulfill their obligations under this Agreement without regard to such proposed amendment or Service Change.

Changes in the Services. If Recipient Seritage desires to make changes in this Agreement to provide for different or additional Services to be provided by or at the Service Provider direction of SHMC (each, a “Service Change”), the Parties shall comply with the following Service Change process: (a) Recipient Seritage shall prepare a written proposal for the Service Change including a description of the services, deliverables and schedule, in each case and the proposed Fee, in such detail as would reasonably be needed by an unaffiliated third party contractor Vendor to develop a competent price proposal for similar services. For special project work that is within the scope of services covered by an hourly or unit rate in Exhibit A, Recipient Seritage may use the hourly rate or unit rate stated in Exhibit A in developing a price proposal for the proposal priceFee for such additional service. (b) All Service Change proposals and responses must be delivered by a Party’s Contact Person (as defined below) to the other Party’s Contact Person. If the Service Provider SHMC can provide the different or additional services proposed in a Service Change with its then-existing resources and capabilities, then the Service Provider SHMC and Recipient may Seritage will proceed to negotiate in good faith Good Faith and, if an agreement with respect thereto is reached, execute a proposed new Service Schedule or an amendment to Exhibit A of this Agreement an existing Service Schedule to reflect the Service Change. If SHMC cannot provide any additional services proposed in a Service Change with its then-existing resources and capabilities, SHMC shall use commercially reasonable efforts to obtain such additional services through a Vendor and, if an agreement with respect thereto is reached, SHMC and Seritage shall execute a new Service Schedule or an amendment to an existing Service Schedule to reflect each Service Change, including any changes to the applicable services, deliverables, schedule, fees, fees and expenses under this Agreement; provided, however, that the Service Provider shall have no obligation to provide any different or additional services proposed in a Service Change. For the avoidance of doubt, each modified or additional service reflected in Exhibit A, as amended, shall be deemed a “Service” in accordance with the terms and conditions of this Agreementexpenses. If the Service Provider arranges SHMC will arrange for the additional services under a Service Change to be provided by a Vendor, at the request of the Service ProviderSeritage shall, Recipient shall if requested by SHMC, execute a written agreement directly with the Vendor for such the additional services. In the absence of a signed amendment, the Parties must fulfill their obligations under this Agreement without regard to such proposed amendment or Service Change. (c) Any Service Change proposal by Seritage for a service to be added to the Services must be delivered to SHMC within the first 12 months after the date of this Agreement; no Service Changes for additional services may be requested by Seritage thereafter.