Common use of Co-Management Clause in Contracts

Co-Management. Co-Managed situations occur when we are providing the Services alongside another IT vendor, IT manager/department, or a Third-Party solution provider that is providing different, complementary, or overlapping services (“Co-Managed Situations”). An internal IT Department would be an example of a co- managed provider, and in this Agreement we refer to such other vendors, managers/departments, and Third- Party providers as “Co-Managed Providers”. 1. In Co-Managed Situations where our Services conflict with the services provided or facilitated by a Co- Managed Provider, we will endeavor to implement our Services in an efficient and effective manner; however, we will not be responsible for any delay or inability to provide or facilitate the Services due to a Co-Managed Provider’s omissions or activities. If a Co-Managed Provider’s actions conflict with our Services or undermine the integrity or effectiveness of our Services, we attempt to reconcile the issue(s) with the Co-Managed Provider. If reconciliation is not achieved and/or cannot be agreed upon, then we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. In Co- Managed Situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by TSR. 2. If the termination, suspension, or reduction of a Co-Managed Provider’s services results in an immediate and urgent need for replacement services (i.e., mission-critical substitute services for those that were impacted by the Co-Managed Provider’s absence, "Additional Services"), we may provide you with written notice of our intent to undertake the Additional Services, which notice will include a fee estimate and starting date that will not be earlier than 5 days after delivery of the notice. If you do not object to our proposed Additional Services, then the Additional Services will go into effect as of the date indicated in the notice, and your monthly invoices will be adjusted as stated in the notice. Additional Services will run coterminous with the Services; however, you may terminate the Additional Services at any time by providing us with thirty (30) days advance written notice of termination.

Co-Management. Co-Managed situations occur when we are providing the Services alongside another IT vendor, IT manager/department, or a Third-Party third party solution provider that is providing different, complementary, or overlapping services (“Co-Managed Situations”). An internal IT Department would be an example of a co- managed provider, and in this Agreement we refer to such other vendors, managers/departments, and Third- Party third party providers as “Co-Managed Providers”. 1. In Co-Managed Situations where our Services conflict with the services provided or facilitated by a Co- Managed Provider, we will endeavor to implement our Services in an efficient and effective manner; however, we will not be responsible for any delay or inability to provide or facilitate the Services due to a Co-Managed Provider’s omissions or activities. If a Co-Managed Provider’s actions conflict with our Services or undermine the integrity or effectiveness of our Services, we attempt to reconcile the issue(s) with the Co-Managed Provider. If reconciliation is not achieved and/or cannot be agreed upon, then we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. In Co- Managed Situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by TSRUpward. 2. If the termination, suspension, or reduction of a Co-Managed Provider’s services results in an immediate and urgent need for replacement services (i.e., mission-critical substitute services for those that were impacted by the Co-Managed Provider’s absence, "Additional Services"), we may provide you with written notice of our intent to undertake the Additional Services, which notice will include a fee estimate and starting date that will not be earlier than 5 days after delivery of the notice. If you do not object to our proposed Additional Services, then the Additional Services will go into effect as of the date indicated in the notice, and your monthly invoices will be adjusted as stated in the notice. Additional Services will run coterminous with the Services; however, you may terminate the Additional Services at any time by providing us with thirty (30) days advance written notice of termination.

Co-Management. Co-Managed situations occur when we are providing the Services alongside another IT vendor, IT manager/department, or a Third-Party third party solution provider that is providing different, complementary, or overlapping services (“Co-Managed Situations”). An internal IT Department would be an example of a co- managed provider, and in this Agreement we refer to such other vendors, managers/departments, and Third- Party third party providers as “Co-Managed Providers”. 1. In Co-Managed Situations where our Services conflict with the services provided or facilitated by a Co- Managed Provider, we will endeavor to implement our Services in an efficient and effective manner; however, we will not be responsible for any delay or inability to provide or facilitate the Services due to a Co-Managed Provider’s omissions or activities. If a Co-Managed Provider’s actions conflict with our Services or undermine the integrity or effectiveness of our Services, we attempt to reconcile the issue(s) with the Co-Managed Provider. If reconciliation is not achieved and/or cannot be agreed upon, then we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. In Co- Managed Situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by TSREVO. 2. If the termination, suspension, or reduction of a Co-Managed Provider’s services results in an immediate and urgent need for replacement services (i.e., mission-critical substitute services for those that were impacted by the Co-Managed Provider’s absence, "Additional Services"), we may provide you with written notice of our intent to undertake the Additional Services, which notice will include a fee estimate and starting date that will not be earlier than 5 days after delivery of the notice. If you do not object to our proposed Additional Services, then the Additional Services will go into effect as of the date indicated in the notice, and your monthly invoices will be adjusted as stated in the notice. Additional Services will run coterminous with the Services; however, you may terminate the Additional Services at any time by providing us with thirty (30) days advance written notice of termination.

Co-Management. Co-Managed situations occur when we are providing the Services alongside another IT vendor, IT manager/department, or a Third-Party third party solution provider that is providing different, complementary, or overlapping services (“Co-Managed Situations”). An internal IT Department would be an example of a co- co-managed provider, and in this Agreement we refer to such other vendors, managers/departments, and Third- Party third party providers as “Co-Managed Providers”. 1. In Co-Managed Situations where our Services conflict with the services provided or facilitated by a Co- Co-Managed Provider, we will endeavor to implement our Services in an efficient and effective manner; however, we will not be responsible for any delay or inability to provide or facilitate the Services due to a Co-Managed Provider’s omissions or activities. If a Co-Managed Provider’s actions conflict with our Services or undermine the integrity or effectiveness of our Services, we attempt to reconcile the issue(s) with the Co-Managed Provider. If reconciliation is not achieved and/or cannot be agreed upon, then we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. In Co- Co-Managed Situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by TSREssential IT. 2. If the termination, suspension, or reduction of a Co-Managed Provider’s services results in an immediate and urgent need for replacement services (i.e., mission-critical substitute services for those that were impacted by the Co-Co- Managed Provider’s absence, "Additional Services"), we may provide you with written notice of our intent to undertake the Additional Services, which notice will include a fee estimate and starting date that will not be earlier than 5 days after delivery of the notice. If you do not object to our proposed Additional Services, then the Additional Services will go into effect as of the date indicated in the notice, and your monthly invoices will be adjusted as stated in the notice. Additional Services will run coterminous with the Services; however, you may terminate the Additional Services at any time by providing us with thirty (30) days advance written notice of termination.