Common use of Dedicated Services Clause in Contracts

Dedicated Services. i. From the Effective Date on and once and for so long as [___]** or more FTEs are working on Athena's account in India, each of the AHS Operating Companies will segregate Athena workflows and employees working on Athena's account from their operations servicing other clients in a separate secured area to which only employees providing the Services to Athena have access. The AHS Entities shall employ measures to ensure that (A) employees never have access to computer screens or content with respect to both the Services and services provided to other clients of any of the AHS Entities; and (B) that employees of the AHS Entities who are not working on Athena's account are prevented from accessing or using any of Athena's Confidential Information. ii. Personnel of the AHS Operating Companies dedicated to working on Athena's account shall not provide services to any other client of the AHS Entities during the period that such personnel are dedicated to working on Athena's account. For the avoidance of doubt, members of management of, and administrators at, any of the AHS Entities who provide managerial or administrative services, directly or indirectly, to clients of the AHS Entities generally, including Athena, shall not be considered “dedicated to working on Athena's account” and will not be prevented from accessing or using Athena's Confidential Information to the extent required for such employees to provide the Services. iii. Until [___]** FTEs are working on Athena's account in India, workspaces and resources used by employees of AHS India working on Athena's account may be used on separate shifts by employees of AHS India who are not working on Athena's account. iv. Subject to compliance with applicable law, Athena may place its hardware at the AHS Entities' facilities to help support production speed; the AHS Entities shall be responsible for the safety and security of such hardware. Athena shall be responsible for the costs directly associated with placing its hardware at the AHS Entities' facilities, including maintenance, transportation, customs, and any other government levies and for obtaining any licenses or approvals from the applicable government or regulatory authority. v. Starting in 2015 and continuing throughout the term of this Agreement, the parties hereto will explore Athena's leasing of space in the facility or office park in which AHS India provides services to Athena and the possibility of collaborative work on Athena's business.

Dedicated Services. i. From the Effective Date on and once Once and for so long as [___]** or more FTEs are working on Athena's ’s account in India, except as agreed upon by the Parties with respect to specific locations of each AHS Operating Company, each of the AHS Operating Companies will segregate Athena workflows and employees working on Athena's ’s account from their operations servicing other clients in a separate secured area to which only employees providing the Services to Athena have access; provided, however, (A) AHS Management and Administrative Personnel (defined below in clause (ii)), and (B) operations managers at any of the AHS Entities who work on the Athena account, but do not actually perform Services (“AHS Operations Managers”), will not be required to work exclusively in such separate secured area(s). The Other than AHS Management and Administrative Personnel (defined below in clause (ii)) and AHS Operations Managers who are not dedicated to the Athena account, the AHS Entities shall employ measures to ensure that (A1) employees never have access to computer screens or content with respect to both the Services and services provided to other clients of any of the AHS Entities; and (B2) that employees of the AHS Entities who are not working on Athena's ’s account are prevented from accessing or using any of Athena's ’s Confidential Information. ii. Personnel of the AHS Operating Companies dedicated to working on Athena's ’s account shall not provide services to any other client of the AHS Entities during the period that such personnel are dedicated to working on Athena's ’s account. For the avoidance of doubt, members of management of, and administrators at, any of the AHS Entities who provide managerial or administrative services, directly or indirectly, to clients of the AHS Entities generallygenerally (“AHS Management and Administrative Personnel”), including Athena, shall not be considered “dedicated to working on Athena's ’s account” and will not be prevented from accessing or using Athena's ’s Confidential Information to the extent required for such employees to provide the Services. iii. Until [___]** FTEs are working on Athena's account in India, workspaces and resources used by employees of AHS India working on Athena's account may be used on separate shifts by employees of AHS India who are not working on Athena's account. iv. Subject to compliance with applicable law, Athena may place its hardware at the AHS Entities' ’ facilities to help support production speed; the AHS Entities shall be responsible for the safety and security of such hardware. Athena shall be responsible for the costs directly associated with placing its hardware at the AHS Entities' ’ facilities, including maintenance, transportation, customs, and any other government levies and for obtaining any licenses or approvals from the applicable government or regulatory authority. v. iv. Starting in 2015 and continuing throughout the term of this Agreement, the parties Parties hereto will explore Athena's ’s leasing of space in the facility or office park in which AHS India provides services to Athena and the possibility of collaborative work on Athena's ’s business.