Common use of SOFTWARE APPLICATION SOLUTIONS Clause in Contracts

SOFTWARE APPLICATION SOLUTIONS. This Contract governs the overall relationship of the SERVICE PROVIDER, the SoS and eachthe LA CUSTOMER with respect to the provision of the Ordered Software Application Solutions. The SoSCUSTOMER has ordered the Ordered Software Application Solutions specified in Schedule 2-2 on behalf of each potential LA CUSTOMER and, subject to a LA CUSTOMER entering into an Access Agreement, the SERVICE PROVIDER shall provide those Ordered Software Application Solutions: to that LA CUSTOMER in accordance with the provisions of this Contract and that Access Agreement if those Ordered Software Application Solutions are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leased to the CUSTOMER. Nothing in this Contract shall, ipso facto, create an exclusive relationship between the SERVICE PROVIDER and any LAthe CUSTOMER for the provision of any or all Software Application Solutions. The SERVICE PROVIDER shall provide the Ordered Software Application Solutions in accordance with: any agreed timetable and Implementation Plan; and the relevant Service Levels at all times throughout the Term of this Contract. [*** Any failure to meet any agreed timetable and Implementation Plan shall entitle the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-15. ***] Any failure to meet Service Levels shall entitle a LAthe CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. In the provision of the Ordered Software Application Solutions, should the SERVICE PROVIDER become aware of any breach in its provision of the Ordered Software Application Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable. If required by the SoSCUSTOMER, the SERVICE PROVIDER shall prepare a Service Transfer Plan for review by the CUSTOMER no later than three (3) months after the Effective Date and at regular intervals thereafter as specified in Schedule 2-11, for review and approval by the SoS (after consultation with the LA CUSTOMER COMMITTEE). The SERVICE PROVIDER accepts responsibility to each LA CUSTOMER for all damage to, shortage or loss of, the Ordered Goods required by that LA CUSTOMER if: the same is notified to the SERVICE PROVIDER within three (3) Working Days of receipt of the Ordered Goods by the LA CUSTOMER; and the Ordered Goods have been handled by the LA CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. Where the SERVICE PROVIDER accepts responsibility under Clause 2.8 it shall, at its sole option, replace or repair the Ordered Goods (or part thereof) which have been proven, to the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or damaged in transit. The SERVICE PROVIDER shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered Software Application Solutions with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a LA CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract.

SOFTWARE APPLICATION SOLUTIONS. This Contract governs the overall relationship of the SERVICE PROVIDER, PROVIDER and the SoS and eachthe LA CUSTOMER with respect to the provision of the Ordered Software Application Solutions. The SoSCUSTOMER CUSTOMER has ordered the Ordered Software Application Solutions specified in Schedule 2-2 on behalf of each potential LA CUSTOMER and, subject to a LA CUSTOMER entering into an Access Agreement, and the SERVICE PROVIDER shall provide those Ordered Software Application Solutions: to that LA CUSTOMER in accordance with the provisions of this Contract and that Access Agreement if those Ordered Software Application Solutions are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leased to the CUSTOMER. Nothing in this Contract shall, ipso facto, shall create an exclusive relationship between the SERVICE PROVIDER and any LAthe the CUSTOMER for the provision of any or all Software Application Solutions. The SERVICE PROVIDER shall provide the Ordered Software Application Solutions in accordance with: any agreed timetable and Implementation Plan; and the relevant Service Levels at all times throughout the Term of this Contract. [*** Any failure to meet any agreed timetable and Implementation Plan shall entitle the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-1514. ***] Any failure to meet Service Levels shall entitle a LAthe the CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. In the provision of the Ordered Software Application Solutions, should the SERVICE PROVIDER become aware of any breach in its provision of the Ordered Software Application Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable. If required by the SoSCUSTOMER, the SERVICE PROVIDER shall prepare a Service Transfer Plan for review by the CUSTOMER no later than three (3) months after the Effective Date and at regular intervals thereafter as specified in Schedule 2-11, for review and approval by the SoS (after consultation with the LA CUSTOMER COMMITTEE)[Not used]. The SERVICE PROVIDER accepts responsibility to each LA CUSTOMER for all damage to, shortage or loss of, the Ordered Goods required by that LA CUSTOMER if: the same is notified to the SERVICE PROVIDER within three (3) Working Days of receipt of the Ordered Goods by the LA CUSTOMER; and the Ordered Goods have been handled by the LA CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. Where the SERVICE PROVIDER accepts responsibility under Clause 2.8 2.6 it shall, at its sole option, replace or repair the Ordered Goods (or part thereof) which have been proven, to the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or damaged in transit. The SERVICE PROVIDER shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered Software Application Solutions with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a LA CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract.

SOFTWARE APPLICATION SOLUTIONS. This Contract governs the overall relationship of the SERVICE PROVIDER, PROVIDER and the SoS and eachthe LA CUSTOMER with respect to the provision of the Ordered Software Application Solutions. The SoSCUSTOMER has ordered Following identification by the CUSTOMER of a requirement for Ordered Software Application Solutions as specified in Schedule 2-2 2, the SERVICE PROVIDER and CUSTOMER shall discuss and agree the scope of the requirement in order to provide the SERVICE PROVIDER with sufficient information to enable the SERVICE PROVIDER to develop an initial draft Proposal for delivery to the CUSTOMER. The SERVICE PROVIDER and the CUSTOMER shall discuss the content of the initial Proposal in order to agree a final Proposal containing details of the Ordered Software Applications Solutions to be provided by the SERVICE PROVIDER. Following agreement between the SERVICE PROVIDER and the CUSTOMER on behalf of each potential LA the Ordered Software Applications Solutions to be provided by the SERVICE PROVIDER, the CUSTOMER and, subject to a LA CUSTOMER entering into shall serve an Access Agreement, Order on the SERVICE PROVIDER and the SERVICE PROVIDER shall provide those Ordered Software Application Solutions: to that LA CUSTOMER in accordance with the provisions of this Contract and that Access Agreement if those Ordered Software Application Solutions are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leased to the CUSTOMER. Nothing in this Contract shall, ipso facto, shall create an exclusive relationship between the SERVICE PROVIDER and any LAthe the CUSTOMER for the provision of any or all Software Application Solutions. The SERVICE PROVIDER shall provide the Ordered Software Application Solutions in accordance with: any agreed timetable and Implementation Plan; and the relevant Service Levels at all times throughout the Term of this Contract. [*** Any failure to meet any agreed timetable and Implementation Plan shall entitle the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-15. ***] Any failure to meet Service Levels shall entitle a LAthe CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. In the provision of the Ordered Software Application Solutions, should the SERVICE PROVIDER become aware of any breach in its provision of the Ordered Software Application Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable. If required by the SoSCUSTOMERCUSTOMER, the SERVICE PROVIDER shall prepare a Service Transfer Plan for review by the CUSTOMER no later than three (3) months after the Effective Date and at regular intervals thereafter as specified in Schedule 2-11, for review and approval by the SoS (after consultation with the LA CUSTOMER COMMITTEE). The SERVICE PROVIDER accepts responsibility to each LA CUSTOMER for all damage to, shortage or loss of, the Ordered Goods required by that LA CUSTOMER if: the same is notified to the SERVICE PROVIDER within three (3) Working Days of receipt of the Ordered Goods by the LA CUSTOMER; and the Ordered Goods have been handled by the LA CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. Where the SERVICE PROVIDER accepts responsibility under Clause 2.8 2.9 it shall, at its sole option, replace or repair the Ordered Goods (or part thereof) which have been proven, to the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or damaged in transit. The SERVICE PROVIDER shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered Software Application Solutions with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a LA CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract.

SOFTWARE APPLICATION SOLUTIONS. This Contract governs the overall relationship of the SERVICE PROVIDER, PROVIDER and the SoS and eachthe LA CUSTOMER with respect to the provision of the Ordered Software Application Solutions. The SoSCUSTOMER CUSTOMER has ordered the Ordered Software Application Solutions specified in Schedule 2-2 on behalf of each potential LA CUSTOMER and, subject to a LA CUSTOMER entering into an Access Agreement, and the SERVICE PROVIDER shall provide those Ordered Software Application Solutions: to that LA CUSTOMER in accordance with the provisions of this Contract and that Access Agreement if those Ordered Software Application Solutions are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leased to the CUSTOMER. Nothing in this Contract shall, ipso facto, shall create an exclusive relationship between the SERVICE PROVIDER and any LAthe the CUSTOMER for the provision of any or all Software Application Solutions. The SERVICE PROVIDER shall provide the Ordered Software Application Solutions in accordance with: any agreed timetable and Implementation Plan; and the relevant Service Levels at all times throughout the Term of this Contract. [*** Any failure to meet any agreed timetable and Implementation Plan shall entitle the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-15. ***] Any failure to meet Service Levels shall entitle a LAthe the CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. In the provision of the Ordered Software Application Solutions, should the SERVICE PROVIDER become aware of any breach in its provision of the Ordered Software Application Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable. If required by the SoSCUSTOMERCUSTOMER, the SERVICE PROVIDER shall prepare a Service Transfer Plan for review by the CUSTOMER no later than three (3) months after the Effective Date and at regular intervals thereafter as specified in Schedule 2-11, for review and approval by the SoS (after consultation with the LA CUSTOMER COMMITTEE). The SERVICE PROVIDER accepts responsibility to each LA CUSTOMER for all damage to, shortage or loss of, the Ordered Goods required by that LA CUSTOMER if: the same is notified to the SERVICE PROVIDER within three (3) Working Days of receipt of the Ordered Goods by the LA CUSTOMER; and the Ordered Goods have been handled by the LA CUSTOMER in accordance with the SERVICE PROVIDER’s instructions. Where the SERVICE PROVIDER accepts responsibility under Clause 2.8 2.6 it shall, at its sole option, replace or repair the Ordered Goods (or part thereof) which have been proven, to the SERVICE PROVIDER’s reasonable satisfaction, to have been lost or damaged in transit. The SERVICE PROVIDER shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered Software Application Solutions with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a LA CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract.