Procedures Manual Clause Samples

Procedures Manual. Within six (6) months after the date hereof, SYSCO will prepare and supply each participating ARAMARK Component, and each participating SYSCO company, at no cost to ARAMARK or any ARAMARK component, with a detailed policies and procedures manual consistent with this Master Distribution Agreement and identifying and explaining all procedures, delivery schedules, credit memos, etc. Such procedures manual will be prepared by SYSCO based upon the existing manual used by SYSCO and ARAMARK, and will subject to ARAMARK's approval.

Procedures Manual. (a) An SOW may specify that Acxiom shall develop, establish, maintain, and comply with a procedure manual (the “Procedures Manual”) for the Services provided under such SOW. D&B’s rights to use such Procedures Manual are as provided in Section 8.9 above. The Procedures Manual shall be suitable for use by D&B to understand the Services under the applicable SOW and shall describe: (i) how Acxiom shall perform and deliver the Services under this the applicable SOW; (ii) the Equipment and Software being used, and the documentation (e.g., operations manuals, user guides, specifications) which provides further details of such activities; (iii) the activities Acxiom proposes to undertake in order to provide the Services, including those direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken to provide services of the type Acxiom is to provide hereunder; (iv) descriptions of the acceptance testing and quality assurance procedures approved by D&B; and (v) Acxiom’s problem management and escalation procedures, and the other standards and procedures of Acxiom pertinent to D&B’s interaction with Acxiom in obtaining the Services. (b) Acxiom shall periodically update each Procedures Manual to reflect changes in the operations or procedures described therein. Updates of the Procedures Manuals shall be provided to D&B for review, comment, and approval. Acxiom shall perform the Services in accordance with the Procedures Manuals. The Procedures Manuals shall not be used to amend this Agreement. If there is a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control. D&B/Acxiom Confidential Information -43-

Procedures Manual. The Supplier must prepare a draft Procedures Manual for the approval of the Customer as part of the Transition In Services. The Procedures Manual will describe the key attributes of the Managed Services, including: the governance arrangements between the Customer and the Supplier; the governance arrangements dealing with the Supplier and any third parties; the protocols for managing security issues between the Parties; the protocols for identifying and managing risks; how the key aspects of the Managed Services will be provided to the Customer; the procedures for providing Additional Services; and how user complaints and disputes will be managed. The Procedures Manual is not required to document the details of how every aspect of the Managed Services is to be provided; rather, it is required to describe the key attributes of the Managed Services delivery. Within 14 days of receipt of the draft Procedures Manual the Customer must: approve the Procedures Manual; or provide written notice of any changes to the draft Procedures Manual that it requires, and provided those changes are reasonable, the Supplier must update the Procedures Manual and re-submit it for approval by the Customer. Once the Procedures Manual has been approved by the Customer it forms part of the Supply Contract and the Parties must perform their obligations in accordance with it. The Supplier must, at no additional cost to the Customer, update the Procedures Manual if there is a variation to the Supply Contract that impacts on any of the contents of the Procedures Manual. As the Supplier makes each update the updated version of the Procedures Manual must be approved by the Customer using the procedure in clauses 17.4(a) and 17.4(b). Once each updated Procedures Manual has been approved by the Customer, it forms part of the Supply Contract and the Parties must perform their obligations in accordance with it. If stated in the Purchase Order that a Business Contingency Plan is required, the Supplier must, within the time stated in the Purchase Order or as otherwise agreed in writing, prepare a Business Contingency Plan for the approval of the Customer. The Business Contingency Plan must include the details stated in the Purchase Order or as otherwise agreed in writing. The Supplier must provide the Customer with a copy of the approved Business Contingency Plan. The Business Contingency Plan must be reviewed, updated and tested by the Supplier at the intervals stated in the Purchase Order. If...

Procedures Manual. 1. The Recipient shall prepare and furnish to the Association for review and approval, the procedures manual, outlining implementation, organizational, administrative, monitoring and evaluation, environmental and social monitoring and mitigation, financial management, disbursement, and procurement arrangements for purposes of implementation of the Project; such manual shall also include (A) a results-based financing framework document for purposes of implementation of Part A.1 of the Project, which will include the following: (i) maximum aggregate amount of all Maternal and Neonatal Health Services Grants which may be made during each fiscal year of the Recipient and in each Targeted Areas; (ii) detailed list of Maternal and Neonatal Health Services to be financed under Maternal and Neonatal Health Services Grants; (iii) unit costs for each Maternal and Neonatal Health Service and the maximum percentage of such costs to be financed under each Maternal and Neonatal Health Services Subproject; and (iv) a form of Maternal and Neonatal Health Services Grant Agreement; and (B) a results-based financing framework document for purposes of implementation of Part B.2 of the Project, which will include the following: (i) maximum aggregate amount of all HEF Health Services Grants which may be made during each fiscal year of the Recipient; (ii) detailed list of HEF Health Services to be financed under HEF Health Services Grants; (iii) unit costs for each HEF Health Service and the maximum percentage of such costs to be financed under each HEF Health Services Subproject; and (iv) a form of HEF Health Services Grant Agreement. The Recipient shall afford the Association a reasonable opportunity to comment on such manual; and thereafter, adopt and apply such manual as shall have been approved by the Association.

Procedures Manual. Dell will update the Procedures Manual as appropriate to ensure the policies and procedures as set out in the Procedures Manual are accurate and complete in accordance with Section 3.3 (Procedures Manual) of the Agreement on and after the Amendment Date, and deliver the updated Procedures Manual to GPI within ninety (90) days after the Amendment Date. The updated Procedures Manual will be subject to the written approval of GPI and Dell pursuant to the Contract Change Control Procedures.

Procedures Manual. (a) First Data shall develop, establish, maintain, and comply with a procedure manual (the “Procedures Manual”) for the Services. The Procedures Manual shall be suitable for use by Capital One to understand the Services and shall describe: (i) How First Data shall perform and deliver the Services under this Agreement (including the specific processes specified, or approved, by Capital One for handling interactions with Capital One’s customers); (ii) The Equipment and Software being used, and the documentation (e.g., operations manuals, user guides, specifications) that provides further details of such activities; (iii) The activities First Data proposes to undertake in order to provide the Services, including those direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken to provide services of the type First Data is to provide under this Agreement; (iv) Descriptions of the acceptance testing and quality assurance procedures approved by Capital One; (v) First Data’s problem management and escalation procedures, and the other standards and procedures of First Data pertinent to Capital One’s interaction with First Data in obtaining the Services; (vi) The procedures that First Data proposes to undertake to comply with Applicable Law; (vii) The procedures that First Data proposes to undertake to comply with Capital One’s internal policies, standards and procedures applicable to the Services (including [* * *] that Capital One makes available to First Data from time to time; First Data shall have a reasonable period of time to achieve compliance with such policies, standards and procedures made available by Capital One; (viii) The procedures that First Data proposes to undertake to comply with Capital One’s internal records retention policies; and (ix) Any other standards and procedures of First Data pertinent to Capital One’s interaction with First Data in receiving the Services. (b) Within one hundred twenty (120) days after the Effective Date, First Data shall deliver a draft Procedures Manual to Capital One, for Capital One’s review and comments. First Data shall incorporate reasonable comments or suggestions of Capital One and shall finalize the Procedures Manual within a reasonable time after receiving Capital One’s comments. The final Procedures Manual shall be subject to the approval of Capital One, only to the extent that such Capital One internal policies, standards and procedures are made available...

Procedures Manual. No later than forty-five (45) days following the date hereof, Contractor shall prepare and submit to Owner a Procedures Manual that describes the administrative procedures to be used by Contractor and Owner for interfacing during the performance of the Work. Contractor shall either promptly make changes to the Procedures Manual suggested by Owner or negotiate and resolve in good faith with Owner such changes. Upon approval of the Procedures Manual by the Parties, the Parties shall comply with the provisions thereof. The Procedures Manual may be changed from time to time with the approval of the Parties.

Procedures Manual. The parties have approved a procedures manual that includes procedures for (i) reporting and correspondence pursuant to this Agreement, (ii) procurement and contracting, and (iii) accounting, bookkeeping and record-keeping ("Procedures Manual"). The Procedures Manual shall govern the covered activities of Operator for the term of this Agreement, subject to such revision and amendment as agreed in writing by Owner and Operator.

Procedures Manual. (a) The Procedures Manual describes the procedures to be followed in connection with the Services, including (i) operation and management of the Data Center, (ii) administration of the Help Desk, including problem resolution, and (iii) procedures for performing Maintenance and administration of and requests for Projects. WizCom reserves the right to modify or amend the procedures set forth in the Procedures Manual. (b) The Procedures Manual shall include standards for change control procedures, which shall include the following requirements: (1) Prior to using any Software or Equipment to provide the Services, WizCom shall have taken reasonable steps to verify that the item has been properly installed and is operating in accordance with its specifications; (2) WizCom shall make no change that WizCom reasonably expects or should expect would materially and adversely affect the function or performance of, or decrease to any significant degree the resource efficiency of, the Services, without obtaining Avis's prior approval. WizCom may make temporary changes required by an emergency if it has been unable to obtain such approval after making reasonable efforts. WizCom shall promptly report such emergency changes to Avis. If WizCom makes a change not prohibited by the first sentence of this clause (b)(2) and Avis subsequently determines that such change has the effect described in such sentence then WizCom shall, upon notice from Avis, take commercially reasonable action to rectify same promptly; and (3) WizCom shall move programs from the development and test environments into the production environment in a tested, controlled and documented manner. (c) The Procedures Manual shall include samples of the forms (if any) with instructions on their completion and use, that Avis will be requested to submit with respect to any of the Services. (d) The Services shall be performed in accordance with the Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control. (e) WizCom, in consultation with Avis, shall periodically update the Procedures Manual to reflect changes in the operations or procedures described therein. Material modifications or updates of the Procedures Manual shall be provided to Avis for review and comment, which comment shall be given reasonable consideration. (f) Except as otherwise provided in this Agreement, nothing in the Procedures Manual shall b...