Common use of GAINSHARE Clause in Contracts

GAINSHARE. 20.1 The Parties agree that they may mutually benefit from savings delivered through distinct projects or programmes delivered by the Service Provider or the Customer in connection with the Services and designed to deliver Business Impact ("Business Impact Initiatives"). For the avoidance of doubt, the Committed Transformation projects shall not be capable of being Business Impact Initiatives pursuant to this paragraph. 20.2 All Business Impact Initiatives shall be considered at the Planning, Programme and Transformation Committee meeting. The Service Provider may present high level concepts for its ideas and suggested means of achieving Business Impacts at the Planning, Programme and Transformation Committee meetings. The Planning, Programme and Transformation Committee shall then jointly identify the ideas which shall be developed and formally proposed as "Gainshare Initiatives". No idea shall be considered to be a Gainshare Initiative until it has been approved by the Planning, Programme and Transformation Committee in accordance with this paragraph 14.2. 20.3 The approval of all Business Impact Initiatives will be provided by the Finance, Contract Billing and Commercial Meeting (which shall review recommendations made to it by the Planning, Programme and Transformation Committee meetings) and, once approved for taking forward, a Business Impact Initiative shall be considered a Gainshare Initiative. 20.4 For a project to qualify to be considered as a Business Impact Initiative, the services provided by the relevant project or programme and outlined in the Business Impact Initiative must: 20.4.1 represent a clearly‑defined financial benefit to the Customer; and 20.4.2 be jointly agreed in terms of scope, cost, Service Provider share and timing in writing between the Customer and the Service Provider (such agreement not to be unreasonably withheld or delayed). For the avoidance of doubt the Customer shall not be obliged to accept any Business Impact Initiatives proposed by the Service Provider. If the Customer rejects a Business Impact Initiative proposed by the Service Provider, nothing in this Agreement shall prevent the Customer from making modification to its operations (including how it receives the Services) which are materially similar to or the same as the rejected Business Impact Initiative, provided that the Customer can reasonably demonstrate that it has already initiated the same or similar initiative or is in discussion with another party to do the same. 20.5 Once both parties have jointly decided to consider a Gainshare Initiative, the Service Provider will submit a proposal to the Customer at no cost to the Customer, including the following: 20.5.1 a full and detailed description of the specific situation, challenges and proposed improvements; 20.5.2 the cost, expected Business Impact and other non‑financial benefits; 20.5.3 an implementation plan setting out when the Gainshare Initiative implementation project would start, when it would complete, and how and when it would deliver benefits to the Customer including how the benefits will be measured; 20.5.4 any investments required from the Customer and/or the Service Provider to capture and sustain the Business impact over time. This would include whether the Gainshare Initiative involves a third party (and if so, details of whom between the Customer and the Service Provider is responsible for invoicing and collecting Charges from such third party); 20.5.5 the proposed criteria for determining Gainshare initiative success, including with the benefit definition and proposed benefit measurement mechanism on which the gain will be based; 20.5.6 the treatment of any investment costs suffered by either the Customer or the Service Provider and their recovery; 20.5.7 percentage of Service Provider share available to the Service Provider. [***]; and 20.5.8 an upper limit on Service Provider share accruing from the Business Impact project. 20.6 The Parties shall discuss and agree on each proposal submitted in accordance with the Contract Change Control Procedure. Upon agreeing a proposal in accordance with this paragraph, it shall constitute a "Gainshare Project" and shall be implemented in accordance with its terms.

GAINSHARE. 20.1 16.1 The Parties agree that they may mutually benefit from savings delivered through distinct projects or programmes delivered by the Service Provider or the Customer in connection with the Services and designed to deliver Business Impact ("Business Impact Initiatives"). For the avoidance of doubt, the Committed Transformation projects shall not be capable of being Business Impact Initiatives pursuant to this paragraph. 20.2 16.2 All Business Impact Initiatives shall be considered at the Planning, Programme and Transformation Committee meeting. The Service Provider may present high level concepts for its ideas and suggested means of achieving Business Impacts at the Planning, Programme and Transformation Committee meetings. The Planning, Programme and Transformation Committee shall then jointly identify the ideas which shall be developed and formally proposed as "Gainshare Initiatives". No idea shall be considered to be a Gainshare Initiative until it has been approved by the Planning, Programme and Transformation Committee in accordance with this paragraph 14.216.2. 20.3 16.3 The approval of all Business Impact Initiatives will be provided by the Finance, Contract Billing and Commercial Meeting meeting (which shall review recommendations made to it by the Planning, Programme and Transformation Committee meetings) and, once approved for taking forward, a Business Impact Initiative shall be considered a Gainshare Initiative. 20.4 16.4 For a project to qualify to be considered as a Business Impact Initiative, the services provided by the relevant project or programme and outlined in the Business Impact Initiative must: 20.4.1 16.4.1 represent a clearly‑defined financial benefit to the Customer; and 20.4.2 16.4.2 be jointly agreed in terms of scope, cost, Service Provider share and timing in writing between the Customer and the Service Provider (such agreement not to be unreasonably withheld or delayed). For the avoidance of doubt the Customer shall not be obliged to accept any Business Impact Initiatives proposed by the Service Provider. If the Customer rejects a Business Impact Initiative proposed by the Service Provider, nothing in this Agreement shall prevent the Customer from making modification to its operations (including how it receives the Services) which are materially similar to or the same as the rejected Business Impact Initiative, provided that the Customer can reasonably demonstrate that it has already initiated the same or similar initiative or is in discussion with another party to do the same. 20.5 16.5 Once both parties have jointly decided to consider a Gainshare Initiative, the Service Provider will submit a proposal to the Customer at no cost to the Customer, including the following: 20.5.1 16.5.1 a full and detailed description of the specific situation, challenges and proposed improvements; 20.5.2 16.5.2 the cost, expected Business Impact and other non‑financial benefits; 20.5.3 16.5.3 an implementation plan setting out when the Gainshare Initiative implementation project would start, when it would complete, and how and when it would deliver benefits to the Customer including how the benefits will be measured; 20.5.4 16.5.4 any investments required from the Customer and/or the Service Provider to capture and sustain the Business impact over time. This would include whether the Gainshare Initiative involves a third party (and if so, details of whom between the Customer and the Service Provider is responsible for invoicing and collecting Charges from such third party); 20.5.5 16.5.5 the proposed criteria for determining Gainshare initiative success, including with the benefit definition and proposed benefit measurement mechanism on which the gain will be based; 20.5.6 16.5.6 the treatment of any investment costs suffered by either the Customer or the Service Provider and their recovery; 20.5.7 16.5.7 percentage of Service Provider share available to the Service Provider. [***]Provider (save that where a Gainshare Initiative is to be treated as an Innovation Project/Initiative, paragraph 17.3 will apply); and 20.5.8 16.5.8 an upper limit on Service Provider share accruing from the Business Impact project. 20.6 16.6 The Parties shall discuss and agree on each proposal submitted in accordance with the Contract Change Control Procedure. Upon agreeing a proposal in accordance with this paragraph, it shall constitute a "Gainshare Project" and shall be implemented in accordance with its terms.