Common use of Pricing Assumptions Clause in Contracts

Pricing Assumptions. Except as otherwise set forth in an Order, the following terms (the “Price Assumptions”) shall apply to programs or program elements with Transaction Pricing: i) Supplier and AT&T will meet once every **** (as requested by either Party) to review and adjust, in accordance with the terms set forth herein and the Order, the applicable Transaction Price where appropriate based on changes in CPH or as set forth in this Section 4.5 below. ii) In the event that the ASP Solution reporting data or Time Studies reveal a material change in Supplier’s or Customer Care Support costs greater than **** for a given Transaction Type, both Parties agree to review in detail the core reasons for such change. Except to the extent where a change in processing costs is attributed to Supplier not meeting its performance obligations and not to a change in the process or applications supporting the process, then both Parties will negotiate in good faith a change in the pricing to reflect such change factoring such metrics as ****. iii) Supplier anticipates Customer Care Support for additional Transaction Types or Contact types may be added form time to time. The fees for these new Transactions or Contact types could be priced at a different rate. The fee for processing for such new Transactions Types or Contacts would be determined by the complexity and processing requirements associated with the Transaction and the Transaction Price for Manually Transactions Processing or Contacts will be determined (in accordance with the terms of Section 4.2) after a large enough sample size is processed by the ASP Solution and will be mutually agreed to in writing by both Parties. During this period which shall not exceed ****, the Parties shall mutually agree on a price until an amendment to the Order is completed with mutually agreed upon pricing and associated SLA and remedies reflecting such new Transaction Types or Contacts. iv) New Customer Care Support elements or changes as set forth in this Section 4.5 above would be handled through a written change request. New Contact support or Manual Transaction Processing will require an initial trial period that will produce a large enough sample size to provide Transaction Pricing (and the respective Transaction Price) for such Contacts or Manually Processing. Service levels and remedies will not apply during the initial trial period, which shall not exceed **** unless mutually agreed by the Parties. v) Any modifications requested by AT&T that impact the CPH, configuration or processing methodology by Supplier may require adjustments to the fees herein. Upon receipt and review of AT&T’s modification request, Supplier shall inform AT&T of any proposed increase to the fees. AT&T will have the sole option of whether or not to move forward with its requested modification. vi) Supplier shall be entitled to an additional period, not to exceed ****, upon a large ramp of Agents for a program or the addition, enhancement, upgrade or re-release of a material change to process or procedure requested by a AT&T, where the Parties agree (such agreement not to be unreasonably withheld) that such change can reasonably be expected to materially affect Supplier’s ability to meet one or more Service Levels (each, an “SL Relief Period”). Such SL Relief Period shall apply only with respect to the Service Level(s) that the Parties agree are adversely affected by such addition, ramp, enhancement, upgrade, modification or re-release. During a SL Relief Periods, Remedies shall not be imposed with regard to the affected Service Level(s) for the impacted Services, however, that Supplier shall use commercially reasonable efforts to meet the Services Levels. vii) In the event that daily Contact or Transaction volumes for a program element are not sufficient to support a staff of **** (as demonstrated by typical statistical evaluations used in the industry that take into consideration program SLAs), Supplier may require a reasonable minimum number of ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Transactions and/or Contacts for such programs for such periods or elect to ▇▇▇▇ for such portion using FTE Pricing (as set forth in Section 4.2) above) applicable to the program. In addition, the Parties shall agree on changes to the Transaction Price (and **** fees if applicable) for additions to the normal days or hours of operation for a given program prior to implementing such change. viii) In the event that Manual Transaction Processing or Contact processing times are materially increased (or CPH materially decreased) as a result of an error, delay or increased as a result of an error or failure of an AT&T (or its agents) provided application or system or other Exclusion, Supplier, shall notify AT&T of such condition and the Parties shall discuss options to address such condition. Unless otherwise agreed by the Parties, Vendor, if such condition is not resolved in a reasonable period of time, Vendor, may, upon notification to AT&T, require for such impacted periods to ▇▇▇▇ using for Agents working such program during such period to be billed at the Baseline **** Rate **** applicable to the program in lieu of the applicable Transaction Price for Transactions or Contacts supported during such interval. ix) Pricing includes, for Inbound Calls, call recording with retention of such recordings for ****. AT&T shall have access to such recordings, in accordance with processes mutually agreed upon by the Parties, for purposes off monitoring and evaluation of Customer Care Support quality.

Pricing Assumptions. Except as otherwise set forth in an Order, the following terms (the “Price Assumptions”) shall apply to programs or program elements with Transaction Pricing: i) Supplier and AT&T will meet once every **** (as requested by either Party) to review and adjust, in accordance with the terms set forth herein and the Order, the applicable Transaction Price where appropriate based on changes in CPH or as set forth in this Section 4.5 below. ii) In the event that the ASP Solution reporting data or Time Studies reveal a material change in Supplier’s or Customer Care Support costs greater than **** for a given Transaction Type, both Parties agree to review in detail the core reasons for such change. Except to the extent where a change in processing costs is attributed to Supplier not meeting its performance obligations and not to a change in the process or applications supporting the process, then both Parties will negotiate in good faith a change in the pricing to reflect such change factoring such metrics as ****. iii) Supplier anticipates Customer Care Support for additional Transaction Types or Contact types may be added form time to time. The fees for these new Transactions or Contact types could be priced at a different rate. The fee for processing for such new Transactions Types or Contacts would be determined by the complexity and processing requirements associated with the Transaction and the Transaction Price for Manually Transactions Processing or Contacts will be determined (in accordance with the terms of Section 4.2) after a large enough sample size is processed by the ASP Solution and will be mutually agreed to in writing by both Parties. During this period which shall not exceed ****, the Parties shall mutually agree on a price until an amendment to the Order is completed with mutually agreed upon pricing and associated SLA and remedies reflecting such new Transaction Types or Contacts. iv) New Customer Care Support elements or changes as set forth in this Section 4.5 above would be handled through a written change request. New Contact support or Manual Transaction Processing will require an initial trial period that will produce a large enough sample size to provide Transaction Pricing (and the respective Transaction Price) for such Contacts or Manually Processing. Service levels and remedies will not apply during the initial trial period, which shall not exceed **** unless mutually agreed by the Parties. v) Any modifications requested by AT&T that impact the CPH, configuration or processing methodology by Supplier may require adjustments to the fees herein. Upon receipt and review of AT&T’s modification request, Supplier shall inform AT&T of any proposed increase to the fees. AT&T will have the sole option of whether or not to move forward with its requested modification. vi) Supplier shall be entitled to an additional period, not to exceed ****, upon a large ramp of Agents for a program or the addition, enhancement, upgrade or re-release of a material change to process or procedure requested by a AT&T, where the Parties agree (such agreement not to be unreasonably withheld) that such change can reasonably be expected to materially affect Supplier’s ability to meet one or more Service Levels (each, an “SL Relief Period”). Such SL Relief Period shall apply only with respect to the Service Level(s) that the Parties agree are adversely affected by such addition, ramp, enhancement, upgrade, modification or re-release. During a SL Relief Periods, Remedies shall not be imposed with regard to the affected Service Level(s) for the impacted Services, however, that Supplier shall use commercially reasonable efforts to meet the Services Levels. vii) In the event that daily Contact or Transaction volumes for a program element are not sufficient to support a staff of **** (as demonstrated by typical statistical evaluations used in the industry that take into consideration program SLAs), Supplier may require a reasonable minimum number of This Amendment 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. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONCertain information has been omitted and filed separately with the Commission. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSConfidential treatment has been requested with respect to the omitted portions. Transactions and/or Contacts for such programs for such periods or elect to ▇▇▇▇ for such portion using FTE Pricing (as set forth in Section 4.2) above) applicable to the program. In addition, the Parties shall agree on changes to the Transaction Price (and **** fees if applicable) for additions to the normal days or hours of operation for a given program prior to implementing such change. viii) In the event that Manual Transaction Processing or Contact processing times are materially increased (or CPH materially decreased) as a result of an error, delay or increased as a result of an error or failure of an AT&T (or its agents) provided application or system or other Exclusion, Supplier, shall notify AT&T of such condition and the Parties shall discuss options to address such condition. Unless otherwise agreed by the Parties, Vendor, if such condition is not resolved in a reasonable period of time, Vendor, may, upon notification to AT&T, require for such impacted periods to ▇▇▇▇ using for Agents working such program during such period to be billed at the Baseline **** Rate per **** applicable to the program in lieu of the applicable Transaction Price for Transactions or Contacts supported during such interval. ix) Pricing includes, for Inbound Calls, call recording with retention of such recordings for ****. AT&T shall have access to such recordings, in accordance with processes mutually agreed upon by the Parties, for purposes off monitoring and evaluation of Customer Care Support quality.