Common use of Procedures Manual Clause in Contracts

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 there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency Plan.

Procedures Manual. The (a) Within thirty (30) days after the commencement of Services under any Service Agreement or within such other time period specified in the applicable Service Agreement in cases where no existing procedures manual can be provided to Supplier must prepare by Advantica, Supplier shall deliver to Advantica for review and comment a draft of a manual (the "Procedures Manual Manual") describing in detail how Supplier shall perform the Services, the Equipment and Software 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) which provides further information regarding the approval of the Customer as part of the Transition In Services. The Procedures Manual will shall describe the key attributes of activities Supplier proposes to undertake in order to provide the Managed Services, including: the governance arrangements between the Customer , where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning 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 overseeing activities normally undertaken at facilities that provide services of the Managed Services will be provided to the Customer; the type Supplier shall provide under this Agreement, and further including acceptance testing and quality assurance procedures for providing Additional Services; and how user complaints and disputes will be managedapproved by Advantica. The Procedures Manual is not required to document shall be based on the details Advantica procedures manual in use immediately before the commencement of how every aspect of the Managed Services is to under such Service Agreement if such procedures manual exists and can be provided; rather, it is required to describe the key attributes of the Managed Services deliveryprovided by Advantica. Within 14 Supplier shall incorporate any reasonable comments and suggestions made by Advantica and shall deliver a revised Procedures Manual within fifteen (15) days of after receipt of the draft Advantica's comments. The final Procedures Manual the Customer must: approve the Procedures Manual; or provide written notice of any changes shall be subject to the draft Procedures Manual that it requires, and provided those changes are reasonable, the Advantica's approval. (b) Supplier must shall update the Procedures Manual throughout the applicable Service Agreement Term to reflect changes in the Services and re-submit it for approval by the Customerprocedures and resources used to provide the Services. Once Updates to the Procedures Manual has been approved by the Customer it forms part shall also be provided to Advantica for review, comment and approval. Supplier shall update and deliver to Advantica for approval portions of the Supply Contract and Procedures Manual relating to any material operational change in the Parties must Services within fifteen (15) days of such change. (c) Supplier shall perform their obligations the Services 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 then-current version of the Procedures Manual. As The Procedures Manual shall be for operational purposes only, and shall not constitute a contractual document. Accordingly, in the Supplier makes each update event of a conflict between the updated version provisions of this Agreement and a Procedures Manual, the provisions of this Agreement shall control, and Advantica's acceptance of the Procedures Manual must shall not 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 deemed a waiver 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 any rights 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 there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency PlanAdvantica.

Procedures Manual. The (a) Within ninety (90) days after the commencement of Services under any Service Agreement, Supplier must prepare shall deliver to Wards for review and comment a draft of a manual (the "Procedures Manual Manual") describing in detail how Supplier shall perform the Services, the Equipment and Software 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) which provides further information regarding the approval of the Customer as part of the Transition In Services. The Procedures Manual will shall describe the key attributes of activities Supplier proposes to undertake in order to provide the Managed Services, including: the governance arrangements between the Customer , where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning 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 overseeing activities normally undertaken at facilities that provide services of the Managed Services will be provided to the Customer; the type Supplier shall provide under this Agreement, and further including acceptance testing and quality assurance procedures for providing Additional Services; and how user complaints and disputes will be managedapproved by Wards. The Procedures Manual is not required to document shall be based on the details Wards procedures manual in use immediately before the commencement 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 under such Service Agreement Supplier shall incorporate any reasonable comments and suggestions made by Wards and shall deliver a revised Procedures Manual within fifteen (15) days of after receipt of the draft Wards' comments. The final Procedures Manual the Customer must: approve the Procedures Manual; or provide written notice of any changes shall be subject to the draft Procedures Manual that it requires, and provided those changes are reasonable, the Wards' approval. (b) Supplier must shall update the Procedures Manual throughout the Term to reflect changes in the Services and re-submit it for approval by the Customerprocedures and resources used to provide the Services. Once Updates to the Procedures Manual has been approved by the Customer it forms part shall also be provided to Wards for review, comment and approval. Supplier shall update and deliver to Wards for approval portions of the Supply Contract and Procedures Manual relating to any material operational change in the Parties must Services within fifteen (15) days of such change. (c) Supplier shall perform their obligations the Services 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 then-current version of the Procedures Manual. As The Procedures Manual shall be for operational purposes only, and shall not constitute a contractual document. Accordingly, in the Supplier makes each update event of a conflict between the updated version provisions of this Agreement and a Procedures Manual, the provisions of this Agreement shall control, and Wards' acceptance of the Procedures Manual must shall not 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 deemed a waiver 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 any rights 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 there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency PlanWards.

Procedures Manual. (a) The “Procedures Manual” is a document (or set of documents) to be prepared by Supplier must prepare a draft Procedures Manual for describing how Supplier will perform and deliver the approval Services under this Agreement, the Equipment and Software used, and the documentation (e.g., operations manuals, user guides, specifications) that provide further details of the Customer as part of the Transition In Servicesactivities. The Procedures Manual will describe the key attributes activities Supplier shall 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 Managed Servicestype Supplier is to provide under this Agreement. The Procedures Manual also will include descriptions of the acceptance testing procedures approved by Health Net, including: the governance arrangements between the Customer Supplier’s problem management and escalation procedures, and the Supplier; other standards and procedures of Supplier pertinent to Health Net’s interactions with Supplier in obtaining the governance arrangements dealing Services. The Procedures Manual must be suitable for use by Health Net to understand the Services. (b) Working in consultation with Health Net, Supplier will deliver to Health Net for review and comment, a draft Procedures Manual describing the Services transitioned from Health Net to Supplier during each transition wave within ninety (90) days after the occurrence of each transition wave. Supplier will incorporate or address reasonable Terms and Conditions 42 Health Net / Cognizant Confidential Final Execution Version comments or suggestions of Health Net and will finalize the Procedures Manual with respect to each wave, within one hundred fifty (150) days after the occurrence of such wave. The final Procedures Manual will be subject to the approval of Health Net. (c) The Procedures Manual will be considered an operational document, which Supplier may revise with the written approval of Health Net’s Program Manager without the need to amend this Agreement. Supplier and any third parties; will periodically update the protocols for managing security issues between Procedures Manual to reflect changes in the Parties; the protocols for identifying and managing risks; how the key aspects operations or procedures described in it. Updates of the Managed Services Procedures Manual will be provided to Health Net for review, comment and approval. (d) Supplier will perform 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 most recent Health Net-approved version of the Procedures Manual. As In the Supplier makes each update event of a conflict between the updated version provisions of this Agreement and the Procedures Manual, the provisions of this Agreement will control. (e) Notwithstanding anything to the contrary in Section 15 (Intellectual Property Rights), Health Net and its Affiliates may retain and Use the Procedures Manual must be approved by in their businesses and for their benefit both during the Customer using Term and following the procedure in clauses 17.4(a) expiration or termination of this Agreement for any reason. Subject to appropriate non-disclosure agreements for the limited purpose of protecting any Independent IP of Supplier incorporated into the Procedures Manual, Health Net and 17.4(b). Once each updated its Affiliates may permit any of their other service providers to use the Procedures Manual has been approved by during and after the CustomerTerm, it forms part but solely in connection with their provision of the Supply Contract services for Health Net 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 there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency Planits Affiliates.

Procedures Manual. 30.3.1 The “Procedures Manual” shall comply with the “Governance and Relationship Management” Exhibit and shall describe how Supplier must prepare a draft Procedures Manual for shall perform and deliver the approval of Services under the Customer as part of Agreement, Customer’s Tools, Software and systems being used; work flows, work plans, and process flows pertinent to the Transition In Services; and applicable documentation. The Procedures Manual will shall describe the key attributes activities Supplier proposes to undertake in order to provide the Services, including those supervisory, monitoring, staffing, reporting, planning and oversight activities normally undertaken by first tier contract manufacturing suppliers to provide services of the Managed Services, including: type Supplier is to provide under 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 managedAgreement. The Procedures Manual is not required to document the details of how every aspect also shall include descriptions of the Managed Services is quality assurance procedures approved by Customer, Supplier’s problem management and escalation procedures, and the other standards and procedures pertinent to be provided; rather, it is required Customer’s interaction with Supplier in obtaining the Services. Any changes made to describe the key attributes of the Managed Services delivery. Within 14 days of receipt of the draft Procedures Manual by Supplier shall be provided to Customer and may be freely used by Customer in Customer’s own manufacturing. The Procedures Manual shall be suitable for use by Customer to understand the Customer must: approve Services and Supplier’s organization, resources, methods, procedures and processes for performing, providing and managing the Services and both Parties’ obligations under the Agreement. 30.3.2 The Procedures Manual; or provide written notice Manual shall be prepared, reviewed, finalized and agreed to by the Parties in accordance with the timelines set forth in the initial Statement of any changes Work. The final Procedures NCR and Jabil Confidential 45330990v.3 Manual shall be subject to the draft Procedures Manual that it requires, and provided those changes are reasonable, the written approval of Customer. Supplier must shall periodically (but not less frequently than on a calendar quarterly basis) update the Procedures Manual to reflect changes in the operations or procedures described therein, publish and re-submit it for approval by the Customer. Once distribute the Procedures Manual has been approved by to Customer. Updates to the Procedures Manual shall be provided to Customer it forms part of for review, comment and approval. Supplier shall perform the Supply Contract and the Parties must perform their obligations Services in accordance with it. The Supplier must, at no additional cost to the most recent Customer, update the Procedures Manual if there is a variation to the Supply Contract that impacts on any of the contents -approved version of the Procedures Manual. As the Supplier makes each update the updated version of Subject to Section 30.4.2, the Procedures Manual must shall be approved considered an operational document, which Supplier Account Executive and Customer Account Executive may revise by mutual written agreement without the Customer using need to amend 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 there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency PlanAgreement.