MANUAL PROCESSING. 7.1 For each of the *** Channels initially governed under this Contract *** and ***, AT&T or its designated third party, at its sole discretion, may elect to perform Manual Processing for up to **% (the “Initial Manual Processing Percentage”) of the Manual Processing for Transactions processed through the Order Gateway for such Channel during a ***. In the event AT&T wants to make such election prior to the Effective Date, AT&T shall notify STI in writing on or before the date this Contract is executed, by the later of AT&T and STI, the actual percentage of Manual Processing it intends to assume. In the event AT&T wants to make such election after the Effective Date, AT&T shall notify STI via the forecasting process identified in Attachments A-1 and A-2 the actual percentage of Manual Processing it intends to assume. In the event AT&T elects for AT&T or such third party to provide such Manual Processing for such Channel, STI will provide AT&T, or third party employees and contractors who will be performing such Manual Processing access to the ASP Solution and related STI system(s) access solely to perform such Manual Processing for such Channel *** after AT&T notifies STI; provided, however, if AT&T makes such election on or before the date this Contract is executed by the later of AT&T or STI, STI will provide such access on *** after the date this Contract is executed by the later of AT&T and STI. In addition, each employee or contractor of AT&T or such third party who will access the ASP Solution or related STI system(s) shall agree in writing to comply with STI’s information security requirements. In the event AT&T makes such Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties. election, STI will work with AT&T to ensure that the agreed upon allocations for such Channel(s) are implemented per this Contract. In the event AT&T makes such election and exceeds the percentage of Manual Processing set forth above in any ***, STI will not penalize AT&T for any such overage and, in such case, the parties will promptly upon determining such overage, meet and negotiate in good faith a process to move toward the then applicable percentage of Manual Processing AT&T should be handling pursuant to the terms of this OMC Contract. 7.2 In the event that STI fails to achieve (i) the same Manual Processing SLA (as defined below) for any Channel in any *** or ***, or (ii) two (2) or more Manual Processing SLA’s for a Channel in any *** or ***, AT&T may elect to have AT&T or its designated third party perform Manual Processing for such Channel for more than the Initial Manual Processing Percentage (up to ***%) of the Transactions processed through the ASP Solution. For purposes of this Agreement, Manual Processing SLA for each Channel shall have the meaning ascribed to such term in the SLA Attachment B specific to such Channel. 7.3 In the event that AT&T elects to perform the Manual Processing itself or through a third party for a Channel in excess of the Initial Manual Processing Percentage and STI does not have the appropriate skill sets or such bid is at a lower cost than STI, STI shall have the opportunity to review the bid (subject to any non-disclosure issues) and determine if STI meets the same cost and/or skill set requirements as such bid. Promptly after receiving such bid, AT&T shall provide STI with the necessary information relating to such bid (including pricing and resources) for STI to make such determination; provided, however, AT&T shall not be required to provide any information which would cause it to violate its confidentiality obligations to a third party. STI shall take information provided by AT&T at face value in connection with such determination. In connection with such mutual evaluation, the parties shall determine whether such bid and STI’s current resources for such Channel: (a) Are for substantially similar Manual Processing services (E.g. ***) as provided hereunder (b) Have substantially similar productivity or occupancy (e.g., ***) as provided hereunder (c) Have substantially similar training costs (E.g., ***) (d) Include substantially similar scope of services and including associated cost components (e.g. *** Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties. (e) Have substantially similar material contractual terms and conditions (E.g. ***) provided hereunder Within *** (“Evaluation Period”) of receiving the necessary information from AT&T, STI shall provide written notice to AT&T whether it will (i) perform Manual Processing for such Channel on the same terms as set forth in such bid immediately upon completion of such evaluation within Evaluation Period, (ii) allow AT&T or such third party to assume such Manual Processing for such Channel as provided in such bid, or (iii) escalate to its respective executives in accordance with the provision below. In the event that STI does not provide written notice to AT&T within such ***, STI will be required to immediately perform such Manual Processing for such Channel on the same terms as set forth in such bid. In the event that STI and AT&T do not agree on the results of such evaluation, the President of STI and an Officer of the respective division of AT&T shall meet to resolve such dispute within *** of the conclusion of the Evaluation Period. In the event that such executives cannot resolve such dispute, STI shall provide the third party which provided such bid or AT&T internal resources the same access to perform such Manual Processing for such Channel as provided in Section 7.1 above. 7.4 In the event that AT&T is entitled to increase the amount of its Manual Processing in accordance with Section 7.2 or 7.3 above, the parties shall meet promptly to agree on a plan to initiate the performance of such services by AT&T or its designated third party provider to complete such transition within *** of the Evaluation Period unless mutually agree to a longer or shorter period. AT&T will be responsible for formally communicating to STI the percentage allocation they are ultimately targeting to achieve in connection with the transition of such Manual Processing. STI will then work with AT&T to implement the identified allocation percentage in ***. (e.g., ***). STI shall provide reasonable assistance to AT&T in connection with such transfer provided at no incremental fee except that if any professional services for AT&T or such designated provider are required, STI shall provide such reasonable professional services at STI’s rates provided herein. Any transition to AT&T or third party of Manual Processing in accordance with Section 7.2 or 7.3 above shall have no effect on the Technology Fees or Hosting Fee provided below.
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Sources: Master Services Agreement (Synchronoss Technologies Inc)
MANUAL PROCESSING. 7.1 For each of the *** Channels initially governed under this Contract *** and ***, AT&T or its designated third party, at its sole discretion, may elect to perform Manual Processing for up to **% (the “Initial Manual Processing Percentage”) of the Manual Processing for Transactions processed through the Order Gateway for such Channel during a ***. In the event AT&T wants to make such election prior to the Effective Date, AT&T shall notify STI in writing on or before the date this Contract is executed, by the later of AT&T and STI, the actual percentage of Manual Processing it intends to assume. In the event AT&T wants to make such election after the Effective Date, AT&T shall notify STI via the forecasting process identified in Attachments A-1 and A-2 the actual percentage of Manual Processing it intends to assume. In the event AT&T elects for AT&T or such third party to provide such Manual Processing for such Channel, STI will provide AT&T, or third party employees and contractors who will be performing such Manual Processing access to the ASP Solution and related STI system(s) access solely to perform such Manual Processing for such Channel *** after AT&T notifies STI; provided, however, if AT&T makes such election on or before the date this Contract is executed by the later of AT&T or STI, STI will provide such access on *** after the date this Contract is executed by the later of AT&T and STI. In addition, each employee or contractor of AT&T or such third party who will access the ASP Solution or related STI system(s) shall agree in writing to comply with STI’s information security requirements. In the event AT&T makes such Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties. Confidential Treatment Requested 8 election, STI will work with AT&T to ensure that the agreed upon allocations for such Channel(s) are implemented per this Contract. In the event AT&T makes such election and exceeds the percentage of Manual Processing set forth above in any ***, STI will not penalize AT&T for any such overage and, in such case, the parties will promptly upon determining such overage, meet and negotiate in good faith a process to move toward the then applicable percentage of Manual Processing AT&T should be handling pursuant to the terms of this OMC Contract.
7.2 In the event that STI fails to achieve (i) the same Manual Processing SLA (as defined below) for any Channel in any *** or ***, or (ii) two (2) or more Manual Processing SLA’s for a Channel in any *** or ***, AT&T may elect to have AT&T or its designated third party perform Manual Processing for such Channel for more than the Initial Manual Processing Percentage (up to ***%) of the Transactions processed through the ASP Solution. For purposes of this Agreement, Manual Processing SLA for each Channel shall have the meaning ascribed to such term in the SLA Attachment B specific to such Channel.
7.3 In the event that AT&T elects to perform the Manual Processing itself or through a third party for a Channel in excess of the Initial Manual Processing Percentage and STI does not have the appropriate skill sets or such bid is at a lower cost than STI, STI shall have the opportunity to review the bid (subject to any non-disclosure issues) and determine if STI meets the same cost and/or skill set requirements as such bid. Promptly after receiving such bid, AT&T shall provide STI with the necessary information relating to such bid (including pricing and resources) for STI to make such determination; provided, however, AT&T shall not be required to provide any information which would cause it to violate its confidentiality obligations to a third party. STI shall take information provided by AT&T at face value in connection with such determination. In connection with such mutual evaluation, the parties shall determine whether such bid and STI’s current resources for such Channel:
(a) Are for substantially similar Manual Processing services (E.g. ***) as provided hereunder
(b) Have substantially similar productivity or occupancy (e.g., ***) as provided hereunder
(c) Have substantially similar training costs (E.g., ***)
(d) Include substantially similar scope of services and including associated cost components (e.g. *** Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties. Confidential Treatment Requested 9 (e) Have substantially similar material contractual terms and conditions (E.g. ***) provided hereunder Within *** (“Evaluation Period”) of receiving the necessary information from AT&T, STI shall provide written notice to AT&T whether it will (i) perform Manual Processing for such Channel on the same terms as set forth in such bid immediately upon completion of such evaluation within Evaluation Period, (ii) allow AT&T or such third party to assume such Manual Processing for such Channel as provided in such bid, or (iii) escalate to its respective executives in accordance with the provision below. In the event that STI does not provide written notice to AT&T within such ***, STI will be required to immediately perform such Manual Processing for such Channel on the same terms as set forth in such bid. In the event that STI and AT&T do not agree on the results of such evaluation, the President of STI and an Officer of the respective division of AT&T shall meet to resolve such dispute within *** of the conclusion of the Evaluation Period. In the event that such executives cannot resolve such dispute, STI shall provide the third party which provided such bid or AT&T internal resources the same access to perform such Manual Processing for such Channel as provided in Section 7.1 above.
7.4 In the event that AT&T is entitled to increase the amount of its Manual Processing in accordance with Section 7.2 or 7.3 above, the parties shall meet promptly to agree on a plan to initiate the performance of such services by AT&T or its designated third party provider to complete such transition within *** of the Evaluation Period unless mutually agree to a longer or shorter period. AT&T will be responsible for formally communicating to STI the percentage allocation they are ultimately targeting to achieve in connection with the transition of such Manual Processing. STI will then work with AT&T to implement the identified allocation percentage in ***. (e.g., ***). STI shall provide reasonable assistance to AT&T in connection with such transfer provided at no incremental fee except that if any professional services for AT&T or such designated provider are required, STI shall provide such reasonable professional services at STI’s rates provided herein. Any transition to AT&T or third party of Manual Processing in accordance with Section 7.2 or 7.3 above shall have no effect on the Technology Fees or Hosting Fee provided below.
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