Common use of Procedures Manual Clause in Contracts

Procedures Manual. If an SOW requires the development of a Procedures Manual, within the timeframe set forth in the applicable SOW , Provider shall develop in accordance with the SOW and deliver to ▇▇▇▇▇▇▇ for review a draft of a manual (the “Procedures Manual”) describing in detail how Provider shall manage and perform the Services and Systems used to provide the Services, and the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information). The Procedures Manual shall be based on ▇▇▇▇▇▇▇ procedures manual in use immediately before the commencement of Services under the applicable SOW if such procedures manual exists and is provided by Talcott. Subject to any alternative requirements in an SOW, Provider shall incorporate any reasonable comments and suggestions made by ▇▇▇▇▇▇▇ and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of ▇▇▇▇▇▇▇ comments. The final Procedures Manual shall be subject to ▇▇▇▇▇▇▇ written approval. Provider shall update the Procedures Manual for each SOW and the Services performed thereunder at least quarterly and as necessary throughout the applicable SOW Term to reflect changes in the Services and the procedures and resources used to provide the Services. All such updates to the Procedures Manual shall be subject to ▇▇▇▇▇▇▇ review and approval as set forth in this Section 8.3(a). In the event of a conflict between the provisions of this Agreement and a Procedures Manual, the provisions of this Agreement shall control. Each draft and version of the Procedures Manual shall be deemed Work Product under this Agreement and owned exclusively by ▇▇▇▇▇▇▇. The Procedures Manual shall also be deemed the Confidential Information of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ may disclose the Procedures Manual to any third party as determined by ▇▇▇▇▇▇▇, including to prospective successor service providers in connection with procuring services to replace the Services provided by Provider.

Procedures Manual. If an SOW requires the development of a Procedures Manual, within the timeframe set forth in the applicable SOW , Provider shall develop in accordance with the SOW and deliver to ▇▇▇▇▇▇▇ for review a draft of a manual (the “Procedures Manual”) describing in detail how Provider shall manage and perform the Services and Systems used to provide the Services, and the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information). The Procedures Manual shall be based on ▇▇▇▇▇▇▇ procedures manual in use immediately before the commencement of Services under the applicable SOW if such procedures manual exists and is provided by Talcott▇▇▇▇▇▇▇. Subject to any alternative requirements in an SOW, Provider shall incorporate any reasonable comments and suggestions made by ▇▇▇▇▇▇▇ and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of ▇▇▇▇▇▇▇ comments. The final Procedures Manual shall be subject to ▇▇▇▇▇▇▇ written approval. Provider shall update the Procedures Manual for each SOW and the Services performed thereunder at least quarterly and as necessary throughout the applicable SOW Term to reflect changes in the Services and the procedures and resources used to provide the Services. All such updates to the Procedures Manual shall be subject to ▇▇▇▇▇▇▇ review and approval as set forth in this Section 8.3(a). In the event of a conflict between the provisions of this Agreement and a Procedures Manual, the provisions of this Agreement shall control. Each draft and version of the Procedures Manual shall be deemed Work Product under this Agreement and owned exclusively by ▇▇▇▇▇▇▇. The Procedures Manual shall also be deemed the Confidential Information of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ may disclose the Procedures Manual to any third party as determined by ▇▇▇▇▇▇▇, including to prospective successor service providers in connection with procuring services to replace the Services provided by Provider.