Non-Chargeable Change definition

Non-Chargeable Change means any Change to the extent such Change or applicable portion thereof meets any of the following criteria: (1) such Change [****]; (2) [****]; (3) such Change can be performed [****]; (4) such Change is required for Supplier to meet its obligations under this Agreement; (5) such Change is [****]; (6) such Change is a [****]; and (7) such Change is one which the Parties otherwise agree will be provided or made without payment of any additional Fees.

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Non-Chargeable Change means the following Services Changes for which the Supplier is not entitled to increase the Services Charges or otherwise charge the Customer: Services Changes anticipated at the Contract Date, any charge for which is already included in the Financial Model; Services Changes required for the Supplier to carry out its obligations under the Contract where the associated costs and expenses are already included in the Service Charges; Services Changes to remedy a Default by the Supplier; improvements and/or reductions in Service Charges as a result of the improvement and best value obligations in Clause 3.2, or as a result of the application of value for money reviews and processes as set out in the Charges Schedule; and Services Changes required as a result of any Change in Law other than a Discriminatory Change in Law which may be chargeable in accordance with Clause 4.1.2(b);

Non-Chargeable Change means any Change that (a) is an Immaterial Change, (b) is required for Milliman Group to meet its obligations under this Agreement (except where this Agreement specifically permits Milliman Group to adjust its rates or resources in connection with the Change Procedures), (c) is a Change for which the cost or expense is explicitly allocated to Milliman under this Agreement or (d) is determined by the Parties to be non-chargeable.

Examples of Non-Chargeable Change in a sentence

• To the extent Customer requests Supplier to act as project manager with respect to any Customer Third Party Supplier, Supplier shall provide any such assistance and support in accordance with the Change Control Procedures (and shall provide such support as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the provision of such support pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9).

• If, following such review, changes are required to the Business Continuity Plan, Supplier shall make such changes as a Non-Chargeable Change, to the extent applicable (otherwise Customer shall pay for such changes pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9), and shall provide Customer an updated version of the Business Continuity Plan.

• Supplier shall be authorized to act and rely on, and shall promptly implement such Customer Party instruction (which Customer Party instruction shall be implemented as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such assistance pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9) in the performance and delivery of the Services.

• Supplier shall perform such modification (and shall perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the performance of such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9).

• Supplier shall modify (and perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9) the Services to comply with any changes in the Customer Architecture that are communicated to Supplier, and such modification, in each case, shall be subject to Customer's approval.

• Supplier shall, at Customer Party's request, perform any additional testing required by financial industry initiatives or upon Customer's client's request (which additional testing shall be performed as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such additional testing pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9).

• Supplier shall promptly correct any errors or inaccuracies in Customer Data that are created by Supplier, at no additional cost or expense to Customer except to the extent that such errors or inaccuracies were created by Supplier working under the direction of Customer or Customer's Agent and the efforts to correct such errors or inaccuracies could not be performed as a Non-Chargeable Change.

• Correction of Errors Supplier shall promptly correct any errors or inaccuracies in Customer Data that are created by Supplier, at no additional cost or expense to Customer except to the extent that such errors or inaccuracies were created by Supplier working under the direction of Customer or Customer’s Agent and the efforts to correct such errors or inaccuracies could not be performed as a Non-Chargeable Change.

• Any such modification to the Transition Plan proposed by Customer Party must be reasonable in light of discussions with ADP and the overall objectives of the original Transition Plan and Supplier shall perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9.

• Supplier shall modify (and perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9) the Services to comply with any changes in the Customer Architecture that are communicated to Supplier, and such modification, in each case, shall be subject to Customer’s approval.

More Definitions of Non-Chargeable Change

Non-Chargeable Change has the meaning set out in Schedule 13 (Change Control);