Common use of Benchmarker's Report Clause in Contracts

Benchmarker's Report. 6.1 The Benchmarker shall be required to prepare a report (Benchmarking Report), at the time specified in the plan approved under paragraph 5 of this Schedule 6 (Benchmarking), setting out its findings. Those findings shall be required to: (a) include a finding as to whether or not each Benchmarked Service is, and/or whether the Benchmarked Services as a whole are, Good Value; (b) include other findings (if any) regarding the quality and competitiveness or otherwise of those Services; and (c) if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Charges or the Operational Measures, that would be required to make that Benchmarked Service, or those Benchmarked Services as a whole, Good Value. 6.2 The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error). 6.3 For the avoidance of doubt, Benchmark Reviews shall not result in any increase to the Charges or any decrease in the required performance of any Services or the Operational Measures. 6.4 If the Benchmarking Report states that any Benchmarked Service is not Good Value, or that the Benchmarked Services as a whole are not Good Value then the Supplier shall implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with HSBC but in any event no more than three (3) months. If the Supplier fails to implement the changes within this timescale, HSBC may terminate the Agreement for the Supplier's irremediable material breach pursuant to clause 24.1 of the Agreement. 6.5 Where any improvements are made to the Services, the Charges or the Operational Measures in accordance with any Benchmarking Report, the parties shall document such improvements in accordance with the Change Procedure. Notwithstanding any provision of the Change Procedure, the Supplier shall not be entitled to charge HSBC in respect of the documentation of any such improvement, and shall not be able to object to the documentation of any such improvement. INTERNAL INTERNAL

Benchmarker's Report. 6.1 The Benchmarker shall be required to prepare a report (Benchmarking Report)Report and deliver it simultaneously to both Parties, at the time specified in the plan approved under paragraph 5 5.9 of this Schedule 6 (Benchmarking)Schedule, setting out its findings. Those findings shall be required to: (a) The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Service is, is and/or whether the Benchmarked Services as a whole are, Good Value; (b) ; include other findings (if any) regarding the quality and competitiveness or otherwise of those Services; and (c) and if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Contract Charges or the Operational MeasuresService Levels, that would be the required to make that Benchmarked Service, Service or those Benchmarked Services Service as a whole, whole Good Value. 6.2 . The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error). 6.3 arbitrator. For the avoidance of doubt, Benchmark Reviews shall not result in any increase to the Contract Charges or any decrease in the required performance of any Services or the Operational Measures. 6.4 Service Levels. If the Benchmarking Report states that any Benchmarked Service is not Good Value, or that the Benchmarked Services as a whole are not Good Value then the 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 under paragraph 5.24 or 6.25 of this Schedule, if the Benchmarking Report determines that any or all of the Benchmarked Services are not Good Value, any failure by the Supplier to reduce the Contract Charges in accordance with such timescales agreed between the Parties under paragraph 5.22 of this Schedule shall, without prejudice to any other rights or remedies of the Customer, constitute a Supplier Default for the purposes of this Contract. The Supplier shall be entitled to 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 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 6.22 of this Schedule. 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 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 within a timescale agreed with HSBC but in any event no more than three (3) months. If thereafter and the Supplier fails to implement Parties shall assist and provide the changes within this timescale, HSBC may terminate documentation that the Agreement Expert requires for the Supplier's irremediable material breach pursuant to clause 24.1 purpose of the Agreement. 6.5 Where determination; any improvements are made 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 Services, Parties; the Charges or process shall be conducted in private and shall be confidential; and the Operational Measures in accordance with any Benchmarking Report, Expert shall determine how and by whom the parties shall document such improvements in accordance with the Change Procedure. Notwithstanding any provision costs of the Change Proceduredetermination, the Supplier including his/her fees and expenses, are to be paid. The Authority shall not be entitled to charge HSBC in respect use Benchmarking Report at the Framework level to facilitate review of the documentation of any such improvement, and shall not be able to object to the documentation of any such improvement. INTERNAL INTERNALFramework Prices.

Benchmarker's Report. 6.1 4.1 The Benchmarker shall be required to prepare a report (Benchmarking Report), at the time specified in the plan approved under paragraph 5 of this Schedule 6 (Benchmarking), setting out its findings. Those findings shall be required toReport shall: (a) 4.1.1 include a finding as to whether or not each Benchmarked Service is, Product is and/or whether the Benchmarked Services Products as a whole are, Good Value; (b) 4.1.2 include other findings (if any) regarding the quality and competitiveness or otherwise of those ServicesTraffic Management Technology; and (c) 4.1.3 if any Benchmarked Service Product is not Good Value, or the Benchmarked Services Products as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Charges or the Operational Measures, that would be required to make that Benchmarked Service, Product or those Benchmarked Services Product as a whole, whole Good Value. 6.2 4.2 The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error)arbitrator. 6.3 For the avoidance of doubt, 4.3 Benchmark Reviews shall not result in any increase to the Charges or any decrease in the required performance of any Services or the Operational MeasuresTraffic Management Technology. 6.4 4.4 If the Benchmarking Report states that any Benchmarked Service Product is not Good Value, or that the Benchmarked Services Products as a whole are not Good Value then the Supplier SUPPLIER shall implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with HSBC the AUTHORITY but in any event within no more than one (1) month. 4.5 If the Benchmarking Report determines that any or all of the Benchmarked Products are not Good Value, any failure by the SUPPLIER to reduce the Charges in accordance with such timescales agreed between the parties under Clause 4.4 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 Clause 1.1 of this Schedule. 4.6 The SUPPLIER shall notify the AUTHORITY of any material issues (which must be clearly set out by the SUPPLIER in the notice) that it has with the Benchmarking Report within three (3) months. If the Supplier fails to implement the changes within this timescale, HSBC may terminate the Agreement for the Supplier's irremediable material breach pursuant to clause 24.1 Days of receiving a copy of the Agreement. 6.5 Where any improvements are made to the Services, the Charges or the Operational Measures in accordance with any Benchmarking Report, the parties shall document such improvements in accordance with the Change Procedure. Notwithstanding any provision of the Change Procedure, the Supplier shall not be entitled to charge HSBC in respect of the documentation of any such improvement, and shall not be able to object to the documentation of any such improvement. INTERNAL INTERNALReport from the

Benchmarker's Report. 6.1 The Benchmarker shall be required to prepare a report (Benchmarking Report)Report and deliver it simultaneously to both parties, at the time specified in the plan approved under paragraph 5 of this Schedule 6 (Benchmarking)Schedule, setting out its findings. Those findings shall be required to: (a) The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Service is, is and/or whether the Benchmarked Services as a whole are, Good Value; (b) ; include other findings (if any) regarding the quality and competitiveness or otherwise of those ServicesOrdered Software Application Solutions; and (c) and if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Charges or the Operational MeasuresService Levels, that would be the required to make that Benchmarked Service, Service or those Benchmarked Services Service as a whole, whole Good Value. 6.2 . The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error). 6.3 For the avoidance of doubt, arbitrator. Benchmark Reviews shall not result in any increase to the Charges or any decrease in the required performance of any Services Ordered Software Application Solutions or the Operational Measures. 6.4 Service Levels. If the Benchmarking Report states that any Benchmarked Service is not Good Value, or that the Benchmarked Services as a whole are not Good Value then the Supplier 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 HSBC the CUSTOMER but in any event within no more than three one (31) monthsmonth. If Subject to the Supplier fails SERVICE PROVIDER's right to implement dispute or reject the changes within Benchmarking Report under paragraph 3.31.4 or 3.31.5 of this timescaleSchedule, HSBC may terminate if the Agreement for the Supplier's irremediable material breach pursuant to clause 24.1 Benchmarking Report determines that any or all of the Agreement. 6.5 Where Benchmarked Services are not Good Value, any improvements are made failure by the SERVICE PROVIDER to the Services, reduce the Charges or the Operational Measures in accordance with such timescales agreed between the parties under paragraph 3.31.2 of this Schedule shall, without prejudice to any other rights or remedies of the CUSTOMER, constitute a material Default for the purposes of Clause 9.10.2 of this Contract. The SERVICE PROVIDER shall be entitled to reject the 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 respect. The SERVICE PROVIDER shall not be obliged to implement any Benchmarking ReportReport to the extent this would cause the SERVICE PROVIDER to provide the Ordered Software Application Solutions at a loss (as determined, by reference to the parties 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 document such improvements be referred to an Expert for determination in accordance with the Change Procedureprocedure detailed in paragraphs 3.32 and 3.33 of this Schedule. Notwithstanding any provision In such event, the CUSTOMER shall continue to pay the Charges to the SERVICE PROVIDER in accordance with the terms of this Contract pending the conclusion of the Change ProcedureExpert 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 Charges shall be implemented by the SERVICE PROVIDER, the Supplier SERVICE PROVIDER shall not be entitled immediately repay to charge HSBC in respect the CUSTOMER the difference between the Charges paid by the CUSTOMER up to and including the date of the documentation Expert's determination and the date upon which the recommended reduction in Charges should have originally taken effect. The Expert shall be appointed by agreement in writing between the parties, but in the event of any such improvementa 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 not act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be able final and binding on the parties; the Expert shall decide the procedure to object 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 documentation parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of any such improvement. INTERNAL INTERNALthe determination, including his/her fess and expenses, are to be paid.] SCHEDULE 2-4 INVOICING PROCEDURE This Schedule sets out the Invoicing Procedure that shall apply to Badges ordered pursuant to an this ContractAccess Agreement.

Benchmarker's Report. 6.1 The Benchmarker shall be required to prepare a report (Benchmarking Report)Report and deliver it simultaneously to both Parties, at the time specified in the plan approved under paragraph 5 6.9 of this Schedule 6 (Benchmarking)Schedule, setting out its findings. Those findings shall be required to: (a) The Benchmarking Report shall: include a finding as to whether or not each Benchmarked Service is, is and/or whether the Benchmarked Services as a whole are, Good Value; (b) ; include other findings (if any) regarding the quality and competitiveness or otherwise of those Goods and Services; and (c) and if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Contract Charges or the Operational MeasuresService Levels, that would be the required to make that Benchmarked Service, Service or those Benchmarked Services Service as a whole, whole Good Value. 6.2 . The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error). 6.3 arbitrator. For the avoidance of doubt, Benchmark Reviews shall not result in any increase to the Contract Charges or any decrease in the required performance of any Goods and Services or the Operational Measures. 6.4 Service Levels. If the Benchmarking Report states that any Benchmarked Service is not Good Value, or that the Benchmarked Services as a whole are not Good Value then the 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 HSBC the Customer but in any event within no more than three one (31) monthsMonth of the receipt of the Benchmarking Report. If the Supplier fails Subject to implement the changes within this timescale, HSBC may terminate the Agreement for the Supplier's irremediable material breach pursuant right to clause 24.1 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 Agreement. 6.5 Where Benchmarked Services are not Good Value, any improvements are made failure by the Supplier to reduce the Services, the Contract Charges or the Operational Measures in accordance with such timescales agreed between the Parties under paragraph 6.22 of this Schedule shall, without prejudice to any other rights or remedies of the Customer, constitute a Default for the purposes of this Contract. The Supplier shall be entitled to reject the Benchmarking Report, Report if the parties 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 any rejection of the Benchmarking Report under paragraph 6.23 or 6.24 of this Schedule the matter shall document such improvements be referred to an Expert for determination in accordance with the Change Procedureprocedure detailed in paragraphs 6.27 and 6.28 of this Schedule. Notwithstanding any provision 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 Change ProcedureExpert 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 6.22 of this Schedule. 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 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 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. The Authority shall be entitled to charge HSBC in respect use Benchmarking Report as part of the documentation Framework Agreement review of any such improvement, and shall not be able to object to the documentation of any such improvement. INTERNAL INTERNALFramework prices.

Benchmarker's Report. 6.1 The Benchmarker shall be required to prepare a report (Benchmarking Report), at the time specified in the plan approved under paragraph 5 of this Schedule 6 (Benchmarking), setting out its findings. Those findings shall be required to: (a) Report shall: include a finding as to whether or not each Benchmarked Service is, Product is and/or whether the Benchmarked Services Products as a whole are, Good Value; (b) ; include other findings (if any) regarding the quality and competitiveness or otherwise of those ServicesIT Products; and (c) and if any Benchmarked Service Product is not Good Value, or the Benchmarked Services Products as a whole are not Good Value, specify the changes that would be required to the Services, and in INTERNAL particular to the Charges or the Operational Measures, that would be required to make that Benchmarked Service, Product or those Benchmarked Services Product as a whole, whole Good Value. 6.2 . The Benchmarker shall act as an expert and not as an arbitrator and its decision shall be final and binding on the Supplier and HSBC (absent manifest error). 6.3 For the avoidance of doubt, arbitrator. Benchmark Reviews shall not result in any increase to the Charges or any decrease in the required performance of any Services or the Operational Measures. 6.4 IT Products. If the Benchmarking Report states that any Benchmarked Service Product is not Good Value, or that the Benchmarked Services Products as a whole are not Good Value then the Supplier SERVICE PROVIDER shall implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with HSBC 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) monthsDays of receiving a copy of the Benchmarking Report from the AUTHORITY. If The AUTHORITY will consider the Supplier fails 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 changes within this timescale, HSBC may terminate Benchmarking Report shall be at the Agreement for the Supplier's irremediable material breach pursuant to clause 24.1 of the AgreementAUTHORITY’s sole discretion. 6.5 Where any improvements are made to the Services, the Charges or the Operational Measures in accordance with any Benchmarking Report, the parties shall document such improvements in accordance with the Change Procedure. Notwithstanding any provision of the Change Procedure, the Supplier shall not be entitled to charge HSBC in respect of the documentation of any such improvement, and shall not be able to object to the documentation of any such improvement. INTERNAL INTERNAL