Common use of Changes to Statements of Work Clause in Contracts

Changes to Statements of Work. Customer may at any time request in writing (each, a “Change Request”) changes to any Statement of Work, including changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a “Change”). Upon Customer’s submission of a Change Request, the parties shall evaluate and implement all Changes in accordance with this Section 3.4. (a) As soon as reasonably practicable, and in any case within 3 days following receipt of a Change Request, Developer shall provide Customer with a written proposal for implementing the requested Change (”Change Proposal”), setting forth: (i) a written description of the proposed Changes to any Services, Work Product, or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open Source Components, and Customer Resources Developer deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease shall reflect only the increase or decrease in time and expenses Developer requires to carry out the Change. (b) Within 3 days following Customer’s receipt of a Change Proposal, Customer shall by written notice to Developer, approve, reject, or propose modifications to such Change Proposal. If Customer proposes modifications, Developer shall modify and re-deliver the Change Proposal reflecting such modifications, or notify Customer of any disagreement therewith, in which event the parties shall negotiate in good faith to resolve their disagreement. Upon Customer’s approval of the Change Proposal or the parties’ agreement on all proposed modifications thereto, as the case may be, the parties shall execute a written agreement to the Change Proposal (”Change Agreement”), which Change Agreement shall constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Agreement within 5 days following Customer’s response to a Change Proposal, Customer shall have the right, in its discretion, to: (i) require Developer to perform the Services under the Statement of Work without the Change; (ii) require Developer to continue to negotiate a Change Agreement; or (iii) notwithstanding any provision to the contrary in such Statement of Work, terminate the Statement of Work pursuant to Section 14.3(a)(iii). No Change will be effective until the parties have executed a Change Agreement with respect thereto. Except as Customer may request in its Change Request or otherwise in writing, Developer shall continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Agreement. Developer shall [use its [commercially reasonable/best] efforts to] limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Agreement. Each party shall be responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Agreement.

Changes to Statements of Work. Customer may at any time request in writing (each, a “"Change Request”") changes to any Statement of Work, including changes to the Services, Work Product, Implementation Plan, Plan or any Specifications (each, a “"Change”"). Upon Customer’s 's submission of a Change Request, the parties shall evaluate and implement all Changes in accordance with this Section 3.44.4. (a) As soon as reasonably practicable, and in any case within 3 seven (7) days following receipt of a Change Request, Developer shall provide Customer with a written proposal for implementing the requested Change (”"Change Proposal”"), setting forth: (i) a written description of the proposed Changes to any Services, Work Product, Product or Deliverables; (ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, Product or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii) any additional Third-Party Materials, Open Open-Source Components, Controlled Technology and Customer Resources Developer deems necessary to carry out such Changes; and (iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease shall reflect only the increase or decrease in time and expenses Developer requires to carry out the Change. (b) Within 3 five (5) days following Customer’s 's receipt of a Change Proposal, Customer shall by written notice to Developer, approve, reject, reject or propose modifications to such Change Proposal. If Customer proposes modifications, Developer shall modify and re-deliver the Change Proposal reflecting such modifications, or notify Customer of any disagreement therewith, in which event the parties shall negotiate in good faith to resolve their disagreement. Upon Customer’s 's approval of the Change Proposal or the parties’ ' agreement on all proposed modifications thereto, as the case may be, the parties shall execute a written agreement to the Change Proposal (”"Change Agreement”"), which Change Agreement shall constitute an amendment to the Statement of Work to which it relates; and (c) If the parties fail to enter into a Change Agreement within 5 fifteen (15) days following Customer’s 's response to a Change Proposal, Customer shall have the right, in its discretion, to: (i) require Developer to perform the Services under the Statement of Work without the Change; (ii) require Developer to continue to negotiate a Change Agreement; (iii) initiate a Dispute Resolution Procedure; or (iiiiv) notwithstanding any provision to the contrary in such Statement of Work, terminate the Statement of Work pursuant to Section 14.3(a)(iii17.3(a)(iii). No Change will be effective until the parties have executed a Change Agreement with respect thereto. Except as Customer may request in its Change Request or otherwise in writing, Developer shall continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Agreement. Developer shall [use its [commercially reasonable/best] reasonable efforts to] to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Agreement. Each party shall be responsible for its own costs and expenses of preparing, evaluating, negotiating, negotiating and otherwise processing any Change Request, Change Proposal, Proposal and Change Agreement.