Common use of Benchmarker's Report Clause in Contracts

Benchmarker's Report. The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Product is and/or whether the Benchmarked Products as a whole are, Good Value; include other findings (if any) regarding the quality and competitiveness or otherwise of those IT Products; and if any Benchmarked Product is not Good Value, or the Benchmarked Products as a whole are not Good Value, specify the changes that would be required to the Charges that would be required to make that Benchmarked Product or those Benchmarked Product as a whole Good Value. The Benchmarker shall act as an expert and not as an arbitrator. Benchmark Reviews shall not result in any increase to the Charges or any decrease in the performance of any IT Products. If the Benchmarking Report states that any Benchmarked Product is not Good Value, or that the Benchmarked Products as a whole are not Good Value then the SERVICE PROVIDER shall implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with the AUTHORITY but in any event within no more than one (1) month. If the Benchmarking Report determines that any or all of the Benchmarked Products are not Good Value, any failure by the SERVICE PROVIDER to reduce the Charges in accordance with such timescales agreed between the parties under paragraph 1.16. of this Schedule, shall, without prejudice to any other rights or remedies of the AUTHORITY, entitle the AUTHORITY to suspend or terminate in accordance with paragraph 1.1. of this Schedule. The SERVICE PROVIDER shall notify the AUTHORITY of any material issues (which must be clearly set out by the SERVICE PROVIDER in the notice) that it has with the Benchmarking Report within three (3) Days of receiving a copy of the Benchmarking Report from the AUTHORITY. The AUTHORITY will consider the material issues raised by the SERVICE PROVIDER and attempt to resolve those issues with the SERVICE PROVIDER. However, the decision as to whether or not to accept and implement the Benchmarking Report shall be at the AUTHORITY’s sole discretion. SCHEDULE 7

Benchmarker's Report. The Benchmarker shall be required to prepare a Benchmarking Report and deliver it simultaneously to both parties, at the time specified in the plan approved under paragraph of this Schedule, setting out its findings. The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Product Service is and/or whether the Benchmarked Products Services as a whole are, Good Value; include other findings (if any) regarding the quality and competitiveness or otherwise of those IT ProductsOrdered Software Application Solutions; and if any Benchmarked Product Service is not Good Value, or the Benchmarked Products Services as a whole are not Good Value, specify the changes that would be required to the Charges or Service Levels, that would be the required to make that Benchmarked Product Service or those Benchmarked Product Service as a whole Good Value. The Benchmarker shall act as an expert and not as an arbitrator. Benchmark Reviews shall not result in any increase to the Charges or any decrease in the performance of any IT ProductsOrdered Software Application Solutions or Service Levels. If the Benchmarking Report states that any Benchmarked Product Service is not Good Value, or that the Benchmarked Products Services as a whole are not Good Value then the SERVICE PROVIDER shall (subject to paragraphs 3.31.4 and 3.31.5 of this Schedule) implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with the AUTHORITY CUSTOMER but in any event within no more than one (1) month. If Subject to the SERVICE PROVIDER's right to dispute or reject the Benchmarking Report under paragraph 3.31.4 or 3.31.5 of this Schedule, if the Benchmarking Report determines that any or all of the Benchmarked Products Services are not Good Value, any failure by the SERVICE PROVIDER to reduce the Charges in accordance with such timescales agreed between the parties under paragraph 1.16. 3.31.2 of this Schedule, Schedule shall, without prejudice to any other rights or remedies of the AUTHORITYCUSTOMER, entitle constitute a material Default for the AUTHORITY to suspend or terminate in accordance with paragraph 1.1. purposes of Clause 9.10.2 of this ScheduleContract. The SERVICE PROVIDER shall notify be entitled to reject the AUTHORITY of a Benchmarking Report if the SERVICE PROVIDER reasonably considers that the Benchmarker has not followed the procedure for the related Benchmark Review as set out in this Schedule in any material issues respect. The SERVICE PROVIDER shall not be obliged to implement any Benchmarking Report to the extent this would cause the SERVICE PROVIDER to provide the Ordered Software Application Solutions at a loss (which must as determined, by reference to the financial model), or to the extent the SERVICE PROVIDER cannot technically implement the recommended changes. In the event of a dispute relating to the Benchmarking Report or any rejection of the Benchmarking Report under paragraph 3.31.4 or 3.31.5 of this Schedule the matter shall be clearly set out by referred to an Expert for determination in accordance with the procedure detailed in paragraphs 3.32 and 3.33 of this Schedule. In such event, the CUSTOMER shall continue to pay the Charges to the SERVICE PROVIDER in the notice) that it has accordance with the Benchmarking Report within three (3) Days terms of receiving a copy this Contract pending the conclusion of the Expert determination process. On conclusion of the Expert determination process, if the Expert determines that all or any part of the Benchmarking Report from recommendations regarding any reduction in the AUTHORITY. The AUTHORITY will consider the material issues raised Charges shall be implemented by the SERVICE PROVIDER and attempt to resolve those issues with PROVIDER, the SERVICE PROVIDERPROVIDER shall immediately repay to the CUSTOMER the difference between the Charges paid by the CUSTOMER up to and including the date of the Expert's determination and the date upon which the recommended reduction in Charges should have originally taken effect. HoweverExpert Determination The Expert shall be appointed by agreement in writing between the parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the decision as to whether or not to accept and implement the Benchmarking Report Expert shall be at appointed on the AUTHORITY’s sole discretioninstructions of the president of the Law Society. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fess and expenses, are to be paid.] SCHEDULE 72-4 INVOICING PROCEDURE INTRODUCTION This Schedule sets out the Invoicing Procedure that shall apply to Badges ordered pursuant to an this ContractAccess Agreement.

Benchmarker's Report. The Benchmarker shall be required to prepare a Benchmarking Report and deliver it simultaneously to both Parties, at the time specified in the plan approved under paragraph 5.9 of this Schedule, setting out its findings. The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Product Service is and/or whether the Benchmarked Products Services as a whole are, Good Value; include other findings (if any) regarding the quality and competitiveness or otherwise of those IT ProductsServices; and if any Benchmarked Product Service is not Good Value, or the Benchmarked Products Services as a whole are not Good Value, specify the changes that would be required to the Contract Charges or Service Levels, that would be the required to make that Benchmarked Product Service or those Benchmarked Product Service as a whole Good Value. The Benchmarker shall act as an expert and not as an arbitrator. For the avoidance of doubt, Benchmark Reviews shall not result in any increase to the Contract Charges or any decrease in the performance of any IT ProductsServices or Service Levels. If the Benchmarking Report states that any Benchmarked Product Service is not Good Value, or that the Benchmarked Products Services as a whole are not Good Value then the SERVICE PROVIDER Supplier shall implement (subject to paragraphs 5.24 and 6.25 of this Schedule) provide to the changes Customer within ten (10) Working Days of receipt of the Benchmarking Report its proposals on how it will address the recommendations set out in the Benchmarking Report. Once the Customer has Approved the Supplier’s proposals the Parties shall agree the timescales within which the Supplier will implement its proposals. Subject to the Supplier's right to dispute or reject the Benchmarking Report as soon as reasonably practicable within a timescale agreed with the AUTHORITY but in any event within no more than one (1) month. If under paragraph 5.24 or 6.25 of this Schedule, if the Benchmarking Report determines that any or all of the Benchmarked Products Services are not Good Value, any failure by the SERVICE PROVIDER Supplier to reduce the Contract Charges in accordance with such timescales agreed between the parties Parties under paragraph 1.16. 5.22 of this Schedule, Schedule shall, without prejudice to any other rights or remedies of the AUTHORITYCustomer, entitle constitute a Supplier Default for the AUTHORITY purposes of this Contract. The Supplier shall be entitled to suspend reject the Benchmarking Report if the Supplier reasonably considers that the Benchmarker has not followed the procedure for the related Benchmark Review as set out in this Schedule. In the event of a dispute relating to the Benchmarking Report or terminate any rejection of the Benchmarking Report under paragraph 6.23 or 5.24 of this Schedule the matter shall be referred to an Expert for determination in accordance with the procedure detailed in paragraphs 5.27 and 5.28 of this Schedule. In such event, the Customer shall continue to pay the Contract Charges to the Supplier in accordance with the terms of this Contract pending the conclusion of the Expert determination process. On conclusion of the Expert determination process, if the Expert determines that all or any part of the Benchmarking Report recommendations regarding any reduction in the Contract Charges shall be implemented by the Supplier, the Supplier shall immediately repay to the Customer the difference between the Contract Charges paid by the Customer up to and including the date of the Expert's determination and the date upon which the recommended reduction in Contract Charges should have originally taken effect and in accordance with paragraph 1.1. 6.22 of this Schedule. Expert Determination The SERVICE PROVIDER Expert shall notify be appointed by agreement in writing between the AUTHORITY of any material issues (which must be clearly set out by the SERVICE PROVIDER Parties, but in the noticeevent of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the president of the Law Society. The Expert shall act on the following basis: he/she shall act as an Expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that it has with the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid. Framework Agreement The Authority shall be entitled to use Benchmarking Report within three (3) Days of receiving a copy at the Framework level to facilitate review of the Benchmarking Report from the AUTHORITY. The AUTHORITY will consider the material issues raised by the SERVICE PROVIDER and attempt to resolve those issues with the SERVICE PROVIDER. However, the decision as to whether or not to accept and implement the Benchmarking Report shall be at the AUTHORITY’s sole discretion. SCHEDULE 7Framework Prices.

Benchmarker's Report. The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Product is and/or whether the Benchmarked Products as a whole are, Good Value; include other findings (if any) regarding the quality and competitiveness or otherwise of those IT Products; and if any Benchmarked Product is not Good Value, or the Benchmarked Products as a whole are not Good Value, specify the changes that would be required to the Charges that would be required to make that Benchmarked Product or those Benchmarked Product as a whole Good Value. The Benchmarker shall act as an expert and not as an arbitrator. Benchmark Reviews shall not result in any increase to the Charges or any decrease in the performance of any IT Products. If the Benchmarking Report states that any Benchmarked Product is not Good Value, or that the Benchmarked Products as a whole are not Good Value then the SERVICE PROVIDER shall implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with the AUTHORITY but in any event within no more than one (1) month. If the Benchmarking Report determines that any or all of the Benchmarked Products are not Good Value, any failure by the SERVICE PROVIDER to reduce the Charges in accordance with such timescales agreed between the parties under paragraph 1.16. 1.16 of this Schedule, shall, without prejudice to any other rights or remedies of the AUTHORITY, entitle the AUTHORITY to suspend or terminate in accordance with paragraph 1.1. 1.1 of this Schedule. The SERVICE PROVIDER shall notify the AUTHORITY of any material issues (which must be clearly set out by the SERVICE PROVIDER in the notice) that it has with the Benchmarking Report within three (3) Days of receiving a copy of the Benchmarking Report from the AUTHORITY. The AUTHORITY will consider the material issues raised by the SERVICE PROVIDER and attempt to resolve those issues with the SERVICE PROVIDER. However, the decision as to whether or not to accept and implement the Benchmarking Report shall be at the AUTHORITY’s sole discretion. SCHEDULE 7

Benchmarker's Report. The Benchmarker shall be required to prepare a Benchmarking Report and deliver it simultaneously to both Parties, at the time specified in the plan approved under paragraph 6.9 of this Schedule, setting out its findings. The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Product Service is and/or whether the Benchmarked Products Services as a whole are, Good Value; include other findings (if any) regarding the quality and competitiveness or otherwise of those IT ProductsGoods and Services; and if any Benchmarked Product Service is not Good Value, or the Benchmarked Products Services as a whole are not Good Value, specify the changes that would be required to the Contract Charges or Service Levels, that would be the required to make that Benchmarked Product Service or those Benchmarked Product Service as a whole Good Value. The Benchmarker shall act as an expert and not as an arbitrator. For the avoidance of doubt, Benchmark Reviews shall not result in any increase to the Contract Charges or any decrease in the performance of any IT ProductsGoods and Services or Service Levels. If the Benchmarking Report states that any Benchmarked Product Service is not Good Value, or that the Benchmarked Products Services as a whole are not Good Value then the SERVICE PROVIDER Supplier shall (subject to paragraphs 6.24 and 6.25 of this Schedule) implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with the AUTHORITY Customer but in any event within no more than one (1) monthMonth of the receipt of the Benchmarking Report. If Subject to the Supplier's right to dispute or reject the Benchmarking Report under paragraph 6.24 or 6.25 of this Schedule, if the Benchmarking Report determines that any or all of the Benchmarked Products Services are not Good Value, any failure by the SERVICE PROVIDER Supplier to reduce the Contract Charges in accordance with such timescales agreed between the parties Parties under paragraph 1.16. 6.22 of this Schedule, Schedule shall, without prejudice to any other rights or remedies of the AUTHORITYCustomer, entitle constitute a Default for the AUTHORITY purposes of this Contract. The Supplier shall be entitled to suspend reject the Benchmarking Report if the Supplier reasonably considers that the Benchmarker has not followed the procedure for the related Benchmark Review as set out in this Schedule. In the event of a dispute relating to the Benchmarking Report or terminate any rejection of the Benchmarking Report under paragraph 6.23 or 6.24 of this Schedule the matter shall be referred to an Expert for determination in accordance with the procedure detailed in paragraphs 6.27 and 6.28 of this Schedule. In such event, the Customer shall continue to pay the Contract Charges to the Supplier in accordance with the terms of this Contract pending the conclusion of the Expert determination process. On conclusion of the Expert determination process, if the Expert determines that all or any part of the Benchmarking Report recommendations regarding any reduction in the Contract Charges shall be implemented by the Supplier, the Supplier shall immediately repay to the Customer the difference between the Contract Charges paid by the Customer up to and including the date of the Expert's determination and the date upon which the recommended reduction in Contract Charges should have originally taken effect and in accordance with paragraph 1.1. 6.22 of this Schedule. Expert Determination The SERVICE PROVIDER Expert shall notify be appointed by agreement in writing between the AUTHORITY of any material issues (which must be clearly set out by the SERVICE PROVIDER Parties, but in the noticeevent of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the president of the Law Society. The Expert shall act on the following basis: he/she shall act as an Expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that it has with the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid. Framework Agreement The Authority shall be entitled to use Benchmarking Report within three (3) Days of receiving a copy as part of the Benchmarking Report from Framework Agreement review of the AUTHORITY. The AUTHORITY will consider the material issues raised by the SERVICE PROVIDER and attempt to resolve those issues with the SERVICE PROVIDER. However, the decision as to whether or not to accept and implement the Benchmarking Report shall be at the AUTHORITY’s sole discretion. SCHEDULE 7Framework prices.