Benchmarking Review. Commencing eighteen (18) months after the applicable Supplement Commencement Date (or in the case of the first Supplement, if later, following Supplier’s execution of a separate agreement, pursuant to Section 11.1.6.3, with the second of the two Kraft entities resulting from the Spin-Off), and with 30 days’ advance written notice to Supplier, and no more frequently than once every 12 months thereafter for each scope of Services that is benchmarked, Kraft may, subject to this Section 11.10, request that a benchmarking study be performed by an independent third party with the characteristics noted in Section 11.10.2 (a “Benchmarker”) to compare the quality and price of all or any portion of the Services representing at least one Tower against the quality and price of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services to ensure that Kraft is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Benchmarker may be hired and Kraft may provide the Benchmarker with instructions and information prior to the required waiting period set forth in the preceding sentence, but the actual benchmarking study may not commence earlier than the end of such waiting period. In addition, Kraft shall not require Benchmarking more than 3 times in any Contract Year. In making this comparison, the Benchmarker shall consider such factors as the Benchmarker typically considers in its benchmarking methodology, including the following factors, and adjust the prices as and to the extent appropriate: (i) any financial engineering, such as whether supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices; (vi) nature, size, scope and term of the contract, and (vii) service locations.
Benchmarking Review. During the course of the Contract, beginning not less than eighteen (18) months after the Commencement Date, DIR may, at its expense and subject to this Section, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of representative suppliers performing similar services to determine whether DIR is receiving from Successful Respondent pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Successful Respondent hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of four (4) comparable transactions (at least three (3) of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate:
(i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time;
(ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements.
(iii) the extent to which supplier pricing includes the cost of acquiring future assets;
(iv) the extent to which the comparable supplier is working within a Multi-Sourcing Services Integrator (MSI) model;
(v) the extent to which this Agreement calls for Successful Respondent to provide and comply with unique DIR requirements;
(vi) whether taxes are included in such pricing or stated separately in supplier invoices;
(vii) the restrictions related to location of the delivery of the Services;
(viii) differences in the volumes of the services being compared;
(ix) applicability of service levels, and
(x) material differences in terms and conditions.
Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, DIR may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of well-managed suppliers performing similar services to determine whether DIR is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements; (iii) the extent to which supplier pricing includes the cost of acquiring future assets;
Benchmarking Review. Every six
Benchmarking Review. Beginning on the second anniversary of the Master Agreement Effective Date and no more frequently than once every 18 months with regard to a Services Agreement thereafter (such 18 months period commencing from the completion of the immediately prior Benchmarking), TXU may engage the services of an independent third party (a "Benchmarker"), as agreed upon by both Parties, to compare the quality and cost of all or any reasonable aggregation of the Services (consistent with the overall structuring of the relationship between the parties, as reflected in the Transaction Agreements) against the quality and cost of service providers performing similar services to ensure that TXU is receiving from Vendor pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Vendor under this Agreement ("Benchmarking").
Benchmarking Review. From time to time but no more than three (3) times during the Term, DIR may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any portion of the Services against the quality and price of well-managed suppliers performing similar services to determine whether DIR is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider to provide and comply with unique DIR requirements,; and (v) whether taxes are included in such pricing or stated separately in supplier invoices and (vi) the restrictions related to location of the delivery of the Services.
Benchmarking Review. From time to time during the Term, Hercules may, at its expense and subject to this Section 11.8, engage the services of an independent and recognized third party (e.g., Gartner Inc.) (a “Benchmarker”) to compare the quality and cost of all or any portion of the Services against the quality and cost of other well managed service providers performing similar services to ensure that Hercules is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Supplier hereunder (“Benchmarking”). The Parties shall confer in good faith (with the assistance of the Benchmarker) regarding the methodology to be used by the Benchmarker during the Benchmarking. In making this comparison and any adjustments related thereto, the Benchmarker shall substantially comply with such agreed upon methodology and consider the following factors: (i) whether supplier transition charges are paid by the customer as incurred or amortized over the term of this Agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Hercules requirements; and (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices.
Benchmarking Review. Commencing three (3) years after the Effective Date and as further described herein, Client may, at its expense and subject to this Section 12.4, engage the services of an independent third party (a “Benchmarker”) to compare the quality and cost of all or any portion of the Services against the quality and cost of other well managed providers performing similar services to ensure that Client is receiving from Provider pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, quality, volume and type of Services provided by Provider hereunder (“Benchmarking”). In making this comparison, the Benchmarker shall consider the following normalization factors and other similar variables as and to the extent appropriate: (i) whether and to what extent supplier transition charges are paid by the customer as incurred or amortized over the term of the applicable agreement; (ii) the extent to which supplier pricing includes the purchase of the customer’s existing assets; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which the agreement calls for the Provider to provide and comply with unique customer requirements; and (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices. If Client exercises its right to conduct Benchmarking hereunder, it shall not be entitled to conduct another Benchmark for three (3) Contract Years (“Benchmarking Blackout”).
Benchmarking Review. From time to time beginning two years after the Effective Date but no more than (i) once each Contract Year, and (ii) three (3) times during the Term, TxDOT may, at its expense and subject to this Section 11.10, engage the services of an independent third party (a "Benchmarker") to compare the quality and price of all or any Service Component of the Services against the quality and price of well-managed suppliers performing similar services to determine whether TxDOT is receiving from Service Provider pricing and levels of service that are competitive with market rates and prices, given the nature, volume and type of Services and Service Levels provided by Service Provider hereunder ("Benchmarking"). In making this comparison, the Benchmarker shall consider a minimum of six (6) comparable transactions (at least three of which shall involve public sector clients), and shall further consider the following factors and normalize the pricing data as and to the extent appropriate: (i) whether supplier transition, transformation, and other charges are paid by the customer as incurred or over a period of time; (ii) the extent to which supplier pricing includes the purchase of the customer's existing assets or assumption of any agreements; (iii) the extent to which supplier pricing includes any “gain-sharing” agreements or the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Service Provider to provide and comply with unique TxDOT requirements;
Benchmarking Review. From time to time during the Term, but in no event prior to the second anniversary of the Effective Date and then no more frequently than once in every twelve (12) month period thereafter, with notice to the Vendor specifying the Benchmarker and the Services to be Benchmarked, the PBC may, subject to Section 3.7 (Cooperation), initiate a Benchmarking by engaging the services of such Benchmarker, on a non-contingent-fee basis, to compare the quality of, and the Fees for, all or any portion of the Services against the quality performed by, and the fees charged by, well managed service providers performing similar services to determine whether the PBC is obtaining pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Vendor hereunder (“Benchmarking” or like term); provided that, the PBC shall only benchmark in whole the Services with respect to Phase 1, Phase 2, Phase 3 and Phase 4. In connection with a price-base Benchmarking, the Benchmarker shall compare the total charges applicable to Services subject to the Benchmarking to the total charges applicable to similar services with respect to the Representative Sample. The Benchmarker shall “normalize” the data used to perform the comparison in order to account for differences between the Services and the comparison services including those with respect to the volume of services, scope of services, service levels, complexity of the services, degree of standardization of the services, terms and conditions with respect to such services, financing provided by Vendor with respect to such services, service delivery and receipt location(s) (limited to North America), and other factors that are directly relevant to such normalization. “Representative Sample” for Benchmarked Services shall mean a sample of a minimum of five (5) entities, or if five (5) entities are not available, then the number of entities that are available, but no less than two (2), proposed by the Benchmarker that shall only include customers serviced by top tier service providers with similar scope, service levels and volume and similar complexity as the Benchmarked Services.
