Gain Sharing. eFunds shall work with Deluxe to identify potential savings in the Services and shall make recommended changes to the methods and processing used by Deluxe. Upon mutual agreement, the identified potential savings or improved processing techniques shall be researched and a proposal shall be presented to Deluxe. eFunds' proposal shall include the estimated current costs, the recommended changes and the projected savings or service improvements to Deluxe and a proposed Work Order setting forth each party's responsibilities to achieve the savings or improvements. In the case of improved Services, a mutually agreed to value shall be assigned to such improved Services and shall be used as the basis for any gain sharing. Upon the parties' execution of a Work Order, a Project Plan shall be developed by eFunds to accomplish the change. Deluxe shall compensate eFunds for such savings or service improvements upon successful implementation as follows, as the parties may elect in writing at the time of the relevant Work Order's execution: (a) for any change initiated by eFunds resulting in the savings or improved Services benefiting Deluxe, eFunds shall retain fifty percent (50%) of the savings or value in improved Services for a period of twelve (12) months, after which all further savings or enhanced value shall be realized by Deluxe; and (b) for any change initiated by Deluxe but as to which eFunds has substantially assisted, either (i) Deluxe shall retain one hundred percent (100%) of the savings or enhanced value and eFunds will be compensated directly through Fees for its implementation Services or (ii) eFunds shall retain thirty-five percent (35%) of the savings or enhanced value for a period of twelve (12) months, after which all further savings or enhanced value shall be realized by Deluxe. Confidential and Proprietary 13 May 15, 2000 [LOGO OF E FUNDS, INC. APPEARS HERE] [LOGO OF DELUXE CORPORATION APPEARS HERE] eFunds/Deluxe Corporation Professional Services Agreement
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Sources: Professional Services Agreement (Efunds Corp), Professional Services Agreement (Efunds Corp)