Common use of Benchmarking Clause in Contracts

Benchmarking. PwCES shall improve the quality of the Services during the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.

Benchmarking. PwCES shall improve the quality of the Services a. From time to time during the term Initial Term or any Renewal Term, Hxxxxx may, subject to this Section 16, engage the services of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "a “Benchmarker"”) to conduct a benchmark study compare the quality and cost of the primary Services, as determined by the Services Oversight Committee, to assess against the quality and cost of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding service providers performing services similar to the Services to ensure that Hxxxxx 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 Health Grades hereunder (“Benchmarking”). b. Any Benchmarker engaged by Customer shall agree in writing to be benchmarked, bound by the parties confidentiality and security provisions specified in this Agreement. Health Grades shall focus cooperate fully with Hxxxxx and the benchmark study on the Services related Benchmarker and will provide reasonable access to the Critical Service LevelsBenchmarker during such effort. The fees of Benchmarking shall be conducted so as not to unreasonably disrupt Health Grades’ operations under this Agreement. c. If the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurementsfinds * , the Benchmarker shall evaluate each specified Service with regard submit a written report setting forth such findings and conclusions. The parties shall then meet and negotiate in good faith as to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies reductions in the Territory of a size similar fees to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)eliminate any unfavorable variance. If the benchmark study shows that the level of performance being achieved by PwCES parties are unable to agree upon such reductions, Hxxxxx may, at its option and notwithstanding other provisions contained in relation this Agreement to the Charges (the "Performance/Price Ratio") for each of contrary, terminate the Services is not above the average Performance/Price Ratio in whole or in part, without payment of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be madeany termination fee. If the Services Oversight Committee is are terminated in part, Health Grades’ fees shall be equitably adjusted to reflect the Services no longer performed by Health Grades. d. Xxxxxx shall provide Health Grades with a copy of the Benchmarker’s reports, including any preliminary reports, and Health Grades shall have a reasonable opportunity to review such reports and contest the Benchmarker’s findings. If the parties are unable to agree on upon the changes, if any, to be made to the Services or Charges or when validity of such changes should be madefindings, the matter shall be submitted resolved pursuant to the Dispute Resolution Processdispute resolution procedures set forth in Section 21. The cost of implementing such changes Reductions in Health Grades’ fees shall be borne by PwCES, except * Represents information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost confidential treatment request. Hxxxxx Associates 16 implemented effective as of the employment of those significant new technologies. If Equifax fails date the Benchmarker’s report was first provided to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceHealth Grades.

Benchmarking. PwCES shall improve Dxxx xxx elect to engage a third party benchmark organization (the quality “Benchmarker”) to compare the Fees in the aggregate for some or all of the Services during the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker"“Benchmarked Services”) and prices charged by other top tier service providers for similar services, on an average total charges basis based on the processes included in the Benchmarked Services (each such comparison a “Benchmark”) pursuant to conduct a benchmark study this Section. Benchmarking will be governed by the following terms: (A) The Benchmark process may commence no earlier than ***. (B) The agreed upon Benchmarkers will be set forth in Schedule 24 (Benchmarkers) as of the primary ServicesEffective Date. The Parties will update this list as necessary on an annual basis. *** Within *** days of receipt of such list, as determined Dxxx will elect a Benchmarker from such list and engage such Benchmarker by entering into a *** written agreement with the Benchmarker that, at a minimum, shall reflect the requirements set forth in this Section. Notwithstanding the above, Dxxx shall not engage any Benchmarker for which the engagement would result in a violation of any applicable laws or regulations or otherwise violate Dana’s then current audit service conflict policies. *** (C) Dxxx shall pay all charges, expenses and costs incurred by the Services Oversight Committee, Benchmarker in performing the benchmarking described in this Section. The Service Provider wxxx *** indicates where a confidential portion has been omitted and filed separately with the Commission at its sole cost and expenses cooperate fully with the Benchmarker and provide the data requested by the Benchmarker relating to assess the quality provision of the Services. The Only Dxxx xxx exercise a right to conduct a Benchmark. (D) Prior to receiving any information from the Parties regarding the Services or the Fees the Benchmarker shall execute a confidentiality agreement reasonably satisfactory to both Service Provider and Dxxx that at a minimum specifies that the data provided by Dxxx and Service Provider may not be used for any entity listed on Exhibit 17other purpose than conducting the referenced Benchmark. (E) It is the intent of the Parties that the Benchmark be a collaborative process. If there is In this regard, each Party shall cooperate with reasonable requests by the Benchmarker for any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services information or data related to the Critical Service Levels. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, Agreement to the extent reasonably possible, objective measurements, necessary for the Benchmarker to perform the Benchmark; provided, however, in no event shall evaluate each specified Service Provider be required to provide the Benchmarker with regard Service Provider cost data or data relating to Charges and performance other Service Provider customers. (including quality of serviceF) and The Benchmarker shall compare perform a price-based benchmark, using reasonably current data, comparing the same total Fees for all Services included, in the aggregate, in the Benchmarked Services, against the total charges applicable to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included selected entities in the study have not made investments similar to those made by PwCES, appropriate adjustments Representative Sample as such term is defined below. *** (G) For the purposes of this Section: (1) “Representative Sample” for Benchmarked Services shall be made by mean *** *** indicates where a confidential portion has been omitted and filed separately with the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.Commission

Benchmarking. PwCES shall improve the quality of the Services during the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.

Benchmarking. PwCES 24.1. For the purposes of this clause, a Benchmarked Service shall improve be “Good Value”, or the quality Benchmarked Services as a whole shall be Good Value where: 24.1.1. in relation to the Service Charges if the Service Charges attributable to a Benchmarked Service or Benchmarked Services are, having regard to the Service Levels, less than or equal to the Benchmark Price for Equivalent Services provided by a Comparison Sample; and 24.1.2. in relation to the Service Levels, if the Service Levels attributable to Benchmarked Services are, having regard to the Service Charges, equal to or better than the Benchmark Value for the Service Levels for Equivalent Services provided by a Comparison Sample. 24.2. The Council may, by written notice to the Supplier, require a Benchmark Review of any or all of the Service Charges, the Services during and the term Service Levels in accordance with the provisions of this Agreementclause. 24.3. Beginning two (2) The first Benchmark Review may be requested by The Council to occur at any time following [INSERT]. The Council may not request a subsequent Benchmark review until a period no less than 3 years after has expired from the Initial Commencement Datedate of the last Benchmarking report. 24.4. Subject to clause 24.5, if any Benchmark Review determines that any or all of the Service Charges, Services and every two (2) years thereafterService Levels do not represent Good Value, the parties Council may require the Supplier to reduce the Service Charges and/or implement improvements to the Services or Service Levels in accordance with the relevant Benchmarking Report within a period no longer than [INSERT] months from receipt of the Benchmarking Report. 24.5. If the Supplier reasonably believes the Benchmarker has not complied with the provisions of this clause in any material respects, or that the Benchmarker has made a manifest error in determining the results of the Benchmark Review, the Supplier may dispute the Benchmarking Report and the matter shall cause be dealt with in accordance with clause 30. 24.6. The Benchmarked Services shall be identified by the Council in the written request it gives under clause 24.2. Prior to issue by the Council of such written request, the Council shall consult the Supplier (but shall not be obliged to agree with the Supplier) about those Services it proposes to benchmark. 24.7. Each Benchmark Review shall be performed by an independent third party appointed in accordance with the Benchmarker Appointment Procedure. 24.8. Each party shall bear its own costs (other than the "Benchmarker") to conduct a benchmark study costs of the primary Services, as determined by the Services Oversight Committee, Benchmarker) relating to assess the quality of the Servicesa Benchmark Review. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees costs and expenses of the Benchmarker shall be shared equally by the parties, unless the Benchmarking Report states that the Benchmarked Services are not Good Value, in which case the costs and expenses of the Benchmarker shall be borne solely by the Supplier. 24.9. Using consistent methodologies The Benchmarker shall conduct the Benchmark Review by applying the following general principles and criteria: 24.9.1. benchmarking shall be carried out in an independent and objective manner; 24.9.2. the Benchmarker shall be jointly instructed by the parties; 24.9.3. benchmarking shall be truly comparative in respect of the technology, services and service levels; 24.9.4. benchmarking shall be structured and undertaken in a way that causes the minimum disruption possible; and 24.9.5. immediately following selection of the Benchmarker, the parties and the Benchmarker shall agree the general principles and method of benchmarking. 24.10. The Council’s instructions to the Benchmarker shall require the Benchmarker to produce, and to send to each party for approval, a draft plan for the Benchmark Review within 15 Business Days after the date of appointment of the Benchmarker. The plan shall include: 24.10.1. a proposed timetable for the Benchmark Review (including for delivery of the Benchmarking Report); 24.10.2. a description of the information that the Benchmarker requires each party to provide; 24.10.3. a description of the benchmarking methodology to be used; and 24.10.4. details of any organisations providing Equivalent Services which The Council proposes, having consulted with the Supplier (and including any organisations providing Equivalent Services reasonably proposed by the Supplier), are included within the Comparison Sample. 24.11. Each party shall give notice in writing to the Benchmarker and to the other party within 15 Business Days after receiving the draft plan, advising whether it approves the draft plan or, if it does not approve the draft plan, suggesting amendments to that plan. Neither party may unreasonably withhold its approval of the draft plan and any suggested amendments shall be reasonable. 24.12. Where a party suggests amendments to the draft plan under clause 24.10, the Benchmarker shall, if it believes the amendments are reasonable, produce an amended draft plan. Clauses 24.10 and 24.11 shall apply to any amended draft plan. If the Benchmarker believes that the suggested amendments are not reasonable then the Benchmarker shall discuss the amendments with the parties to reach a resolution. If the parties are unable to agree a resolution within 30 Business Days of the matter first being referred to each of them by the Benchmarker for discussion, then such matter shall be resolved in accordance with clause 30. 24.13. Failure by a party to give notice under clause 24.12 shall be treated as approval of the draft plan by that party. 24.14. The Council shall instruct the Benchmarker to produce the Benchmarking Report within 30 Business Days of the appointment of the Benchmarker. Any correspondence between either of the parties and the Benchmarker shall be copied to the other party at the same time. The Benchmarker shall share with the parties, in an even-handed manner, all data relating to the Benchmarking and the Benchmarking Report to the extent that it is lawfully able to do so. 24.15. Once the plan is approved by both parties, the Benchmarker shall carry out the Benchmark Review in accordance with it. Each party shall, to the extent it is not precluded from doing so by confidentiality obligations owed to third parties, provide the information described in the plan, together with any additional information reasonably possiblerequired by the Benchmarker. The Supplier shall use its best endeavours to obtain authority from such third parties to disclose such information to the Benchmarker solely for the purposes of enabling him to carry out the Benchmark Review. 24.16. Each party shall co-operate fully with the Benchmarker, objective measurementsincluding by providing access to records, technical documentation, premises, equipment, systems and personnel at times reasonably requested by the Benchmarker. The Benchmarker shall be instructed by The Council to minimise any disruption to the Services. 24.17. The Council shall instruct the Benchmarker to produce the Benchmarking Report within 30 Business Days of the appointment of the Benchmarker. Any correspondence between either of the parties and the Benchmarker shall be copied to the other party at the same time. The Benchmarker shall share with the parties, in an even-handed manner, all data relating to the Benchmarking and the Benchmarking Report to the extent that it is lawfully able to do so. 24.18. Either party may provide additional material to the Benchmarker to assist the Benchmarker in conducting the Benchmark Review. 24.19. Once it has received the information it requires, the Benchmarker shall: 24.19.1. identify the Comparison Sample in accordance with the agreed methodology; 24.19.2. compare the Charges attributable to the Benchmarked Services (having regard to the Service Levels and other relevant factors) with the benchmark price of the Equivalent Services provided by the Comparison Sample and determine whether or not each Benchmarked Service, and/or the Benchmarked Services as a whole, are Good Value in relation to the Charges; and 24.19.3. compare the Service Levels attributable to the Benchmarked Services (having regard to the Charges and other relevant factors) with the median service levels of the Equivalent Services provided by the Comparison Sample and determine whether or not each Benchmarked Service, and/or the Benchmarked Services as a whole, are Good Value in relation to the Service Levels. 24.20. In conducting the Benchmark Review, the Benchmarker shall evaluate each apply correction factors to the information to take account of reasons for difference in accordance with Good Industry Practice. Such normalisation information shall be available for approval by the parties prior to the production of the Benchmarking Report. 24.21. The Benchmarker shall prepare a Benchmarking Report setting out its findings at the time specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory plan approved under clause 24.12 (being no later than that specified in clause 24.14). Those findings: 24.21.1. shall include a finding as to whether or not each Benchmarked Service is Good Value and/or whether the Benchmarked Services as a whole are Good Value; 24.21.2. may include other findings regarding the quality and competitiveness or otherwise of the Services; and 24.21.3. if any Benchmarked Service is not Good Value, or the Benchmarked Services as a size similar to whole are not Good Value, specify the changes that of Equifax by service providers that have made investments similar to those made by PwCES with respect would be required to the Services, and in particular to the Charges or Service Levels, that would be required to make that Benchmarked Service or those Benchmarked Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)Good Value. 24.22. If the benchmark study shows Benchmarking Report states that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the studyServices, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter Service Levels (or any part of them) that are benchmarked are not Good Value then clause 24.4 shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Serviceapply.

Benchmarking. PwCES Customer shall improve have the quality of right to benchmark the Services during the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality Vendor’s performance of the Services. The Benchmarker may not Vendor shall, at no cost or expense to Customer, assist with Customer’s benchmarking efforts. Benchmarking shall be any entity listed on Exhibit 17conducted by an independent industry recognized third party benchmarking service provider designated by Customer (“Benchmarker”). If there is any Dispute regarding In the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees of event that the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and concludes that Vendor’s performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above below the average Performance/Price Ratio of the other companies in the studyindustry standards for Comparable Services, then the Services Oversight Committee shall determineVendor shall, within forty-five thirty (4530) days after release the Benchmarker’s decision, develop, for Customer’s review and approval, a plan to bring Vendor’s performance up to mutually agreed upon industry standards as soon as practically possible and in all events within ninety (90) days after Customer’s approval of such plan. The Service Levels will be adjusted accordingly and effective ninety (90) days after Customer approves the plan. Vendor will bear the costs of the benchmark studyimplementation of such plan and the maintenance of any changes required to meet such Service Levels. As used herein, what changes“Comparable Services” mean services of a similar nature with comparable characteristics and measurement factors, if anyincluding, should be made but not limited to, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the cost of services. The Benchmarker will also review Vendor’s pricing, comparing Vendor’s charges for such Services to those charges charged by substantially similar service providers performing substantially similar services for similarly situated clients, including taking into account, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the Services or cost of services (the “Charges and by when such changes should be madeTarget”). If a benchmarking reveals that Vendor’s prices for Services are in excess of the Services Oversight Committee is unable to Charges Target, Customer and Vendor will (i) review the Benchmarker’s findings, and (ii) agree on the changes, if any, validity of PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Benchmarking findings and any changes to Vendor’s pricing recommended by the Benchmarker. Any changes in charges will be made effective only upon amendment to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution ProcessSOW and effective prospectively only (and not impacting any prior work). The cost of implementing such changes shall for conducting the benchmarking will be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceCustomer.

Benchmarking. PwCES shall improve the quality of the Services ------------ during the term of this Agreement. Beginning two (2) years after the Initial Commencement DateSeptember 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.

Benchmarking. PwCES The Customer shall improve be entitled to benchmark the quality Service Levels and Charges for the Services and Equipment in order to determine whether they are Good Value. Any such “Benchmarking” may be conducted annually (provided no such benchmarking shall occur in the first two years of the Term) and may be applied to individual service elements or items of Equipment and not just the Services during and Equipment as a whole. In respect of each benchmarking initiated by the term of this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafterCustomer, the parties Customer shall cause appoint an independent third party independent, established and industry recognised organisation that has demonstrated benchmarking expertise, methodology and data sources (the "“Benchmarker") ”). Each Benchmarking shall be carried out by the Benchmarker in accordance with this clause 14 and the following general principles and criteria: to conduct make the comparison meaningful, there will be a benchmark study representative, statistical sampling of a sufficient number of receivers of services comparable to the Services and Equipment, having regard to factors such as the nature and size of the primary ServicesProvider and the Customer, as determined the Service Levels and volumes, any particular or unique circumstances in which the Services and Equipment are received/supplied and any other relevant factors (“Comparable Services and Equipment”); the Benchmarker’s data used to make the Benchmark will be based on services performed for third parties no more than twelve (12) months prior to the dates on which the Services and Equipment were performed, unless a longer period is agreed by the Parties in writing; and the Benchmarker will use appropriate adjustment factors required to take into consideration any differences between the Comparable Services Oversight Committeeand Equipment and the Services and Equipment, to assess such as the quality differences in geography, nature or type of the ServicesComparable Services and Equipment and the Services and Equipment. In respect of each benchmarking, the Benchmarker shall be required to: provide copies of the reports of the Benchmarker’s findings to the Customer and the Provider; and undertake to comply with the reasonable confidentiality requirements of the Customer and the Provider. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties Provider shall focus the benchmark study on the Services related provide full co-operation and documents to the Critical Service LevelsBenchmarker in order for the Benchmarker to carry out the benchmarking, including access to relevant records and its Personnel. The fees Customer and the Provider shall bear their own costs in respect of their respective co-operation with the Benchmarker. The costs of the Benchmarker shall be shared equally borne by the partiesCustomer unless the Benchmarker concludes that the Service Levels or Charges are not Good Value. Using consistent methodologies Subject to clause 14.8, if a benchmarking finds that the Services Levels and/or Charges are not Good Value, the Parties shall amend this Agreement (including any Call Off) within 25 days so that they become Good Value. If either the Customer or the Provider disputes the findings of the benchmarking they shall be entitled to inform the Benchmarker about the areas of disagreement within twenty (20) days of the Benchmarking report being made available. The Benchmarker shall have a period of twenty (20) days to respond to any such notice and, if necessary, amend the findings of the Benchmarking or decline to do so with the extent reasonably possiblereasons for this set out in a written report. If either the Customer or the Provider does not agree with the revised benchmarking or the Benchmarker’s report, objective measurementsthen the Escalation Procedure shall apply, provided that if such dispute is not resolved in accordance with the Escalation Procedure, the Benchmarker Customer shall evaluate each specified Service with regard be entitled (at its discretion) to Charges and performance terminate this Agreement or the relevant Call Off by giving the relevant the Provider not less than thirty (including quality 30) days’ prior written notice. Euro Change During the life of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (orAfricaConnect2 programme, if the service providers included Euro ceases to be used as a currency then: the Parties shall, acting reasonably and in the study have not made investments similar to those made by PwCESgood faith, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges agree an alternative currency (the "Performance/Price RatioNew Currency") for each ). The Parties shall ensure that the choice of such New Currency does not create a financial advantage or disadvantage to either Party. In the Services is not above event that the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is Parties are unable to agree on the changesNew Currency, if anythe New Currency shall be the currency adopted by Germany, being the location of the European Central Bank all charges specified in this Agreement to be in Euros shall be converted into the New Currency on the date the Euro officially ceases to exist ("Euro Expiry Date") and the Parties shall make all necessary Changes to this Agreement to reflect this; any invoices which are due but have not been paid as at the Euro Expiry Date shall be converted into and paid in the New Currency (and the Provider shall reissue such invoices to the Customer); any conversion from the Euro to the New Currency shall be at the official rate of exchange recognised by the central bank of the country of the New Currency; and this Agreement shall be subject to such reasonable changes in interpretation as may be appropriate to minimise the economic effect on the Parties to this Agreement of the change to the New Currency. Change Control Any request for a Change shall be dealt with in accordance with the Change Control Procedure set out in Annex A3. Reports, Monitoring and Audit Rights The Provider shall: during the Term and for a period of 7 years afterwards maintain in a suitably secure manner copies of all data, records and reports necessary in order to verify the Charges, its compliance with this Agreement and its performance against the Service Levels; during the Term monitor its performance against the Service Levels; during the Term provide the Customer with a report which details its performance against the Service Levels and any Service Credits due at the end of each month; during the Term provide such additional reports to the Customer as it may reasonably request in order to verify the Provider's compliance with this Agreement. The Customer may monitor the performance of the Services by the Provider. The Provider shall co-operate, and shall procure that its Personnel co-operate, with the Customer in carrying out the monitoring at no additional charge to the Customer. The Customer shall have the right, as reasonably required, to perform (either itself or through an appointed representative), full and detailed audits and inspections of the Provider in order to verify the charges, the Provider's compliance with this Agreement and its performance against the Service Levels. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 17 unless an audit identifies a material Default by the Provider, in which case the Provider shall reimburse the Customer for all the Customer's reasonable costs and expenses incurred in the course of performing or facilitating the applicable audit. The Customer shall give the Provider reasonable notice of its intention to audit which shall be made conducted during Normal Working Hours (save in the case of any event reasonably deemed by the Customer to constitute an emergency, including in respect of any event of fraud, or indicative of a likelihood of fraud, by the Provider, any event which is likely to compromise or adversely affect the health and safety of any persons or any event which would have a material adverse effect on the Customer). The provisions of clauses 17.2 to 17.6 shall survive for a period of seven years after the Term whether the Agreement expires or is terminated for any reason. Warranties and Undertakings The Provider represents, warrants and undertakes to the Customer that: it has, and shall continue to have full capacity and authority and all necessary governmental, administrative, regulatory and third party authorisations, licences, permits and consents and rights necessary to enter into this Agreement and supply the Services and Equipment; it owns or Charges or when such changes should be made, is the matter shall be submitted to the Dispute Resolution Process. The cost licensee of implementing such changes shall be borne by PwCES, except all necessary Intellectual Property Rights to the extent necessary to enter into and perform this Agreement and has the right to license these to the Customer as required under this Agreement; the supply of the Services and Equipment (including any software installed by the Provider on the Equipment) and their use by the Customer will not infringe the Intellectual Property Rights of any third party; it is a company duly incorporated, validly existing and in good standing under the laws of the territory of its incorporation and that the parties agree that PwCES will employ significant new technologies to implement such changes, in which caseAgreement is executed by duly authorised representatives of the Provider; as at the date of the Agreement, the parties Provider is not subject to any Insolvency Event; the Provider shall negotiate in good faith a Change Order that reflects not introduce anything into any Customer system any computer program code, computer virus, computer worm, trojan horse, authorisation key, licence control utility or software lock, which is intended by any person to, is likely to, or may impair the parties' agreement to share in operation of any such interface or equipment or cause loss of, or corruption or damage to, any program or data held on such systems or damage the cost reputation of the employment of those significant new technologies. If Equifax fails Customer; there is no material outstanding litigation, arbitration or other disputed matter to implement which the Provider is a reengineering project as described in Section 3.13, Party which project is commercially reasonable in light may have a material adverse effect upon the fulfilment of the circumstancesProvider's liabilities, responsibilities and obligations pursuant to this Agreement; and all statements and representations made in connection with tendering for, and entering into, this Agreement were true and accurate when made, remain to the best of its knowledge, information and belief, true and accurate at the date of the Agreement, and that it has advised the Customer of any fact, matter or circumstance of which it has become aware which would render any such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply statement or representation to such Servicebe false or misleading.

Benchmarking. PwCES shall improve the quality As part of the Services, Service Recipient shall have the ongoing right to initiate the benchmarking process described in Schedule 8, in order to evaluate and measure the extent to which the Service Recipient is receiving the Services during competitively and including evaluating: the term of Service Levels set forth in this Agreement. Beginning two (2) years after the Initial Commencement Date, and every two (2) years thereafterto ensure that such Service Levels are no less favourable than the industry's Best Practices in this regard; and/or the Fees set forth in this Agreement, and to ensure that such Fees are in line with Best Practices. It is agreed that the parties shall cause an independent third party (Service Recipient may exercise the "Benchmarker") right to conduct a benchmarking exercise and that Service Recipient may request a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality for either any components of the Services. If the Provider undertakes to do benchmarking in its own right, then the full cost of such benchmarking is for the Providers own account. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding Provider agrees to cooperate fully with the Benchmarking Company performing the benchmarking and provide all data relating to the provision of the Services to be benchmarkedService Recipient requested by the Benchmarking Company. At the end of each such benchmarking process and in accordance with the procedures detailed in Schedule 8, Benchmarking Company shall make recommendations as to required improvements and acceptable time scales for the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees of the Benchmarker implementation thereof and Provider shall be shared equally by the partiesobliged to implement such recommendations in accordance with those time scales. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to To the extent that the parties agree benchmarking reveals that PwCES the Fees under the Agreement are higher than the benchmarked standard or that the performance under the Agreement is lower than the benchmarked standard, then the Fees and the Service Levels shall be adjusted to eliminate such variance, failing which the Service Recipient will employ significant new technologies to implement such changeshave the right, in which caseaddition to the remedies detailed in Schedule 8, to terminate the parties Agreement for convenience without any liability or payment of a Termination Fee, on providing a Termination Notice to Provider setting forth the applicable Termination Date. For the avoidance of any doubt and notwithstanding any benchmarking results, there shall negotiate in good faith be no upward adjustment to any Fees or any downward adjustment of any performance levels as a Change Order that reflects the parties' agreement to share in the cost result of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Servicebenchmarking.

Benchmarking. PwCES 11.1 At any time after the Effective Date, but no more than once every twelve months, the Purchaser may appoint an independent, established and industry-recognised organisation with relevant benchmarking expertise and experience (the “Benchmarker”) to assess the Supplier’s then current performance and the Schedule of Rates to determine if the Goods and/or Services are being supplied in accordance with the terms of this Agreement and whether the Schedule of Rates remain competitive with those which would be payable to the Supplier’s peer group for the same or similar Goods and/or Services. The Purchaser shall improve appoint the quality Benchmarker but shall consult with the Supplier as to the Benchmarker’s identity. The Purchaser will not appoint a Benchmarker that the Supplier can demonstrate to the reasonable satisfaction of the Services during Purchaser is a direct competitor of the term Supplier and whose access to confidential information of the Supplier would prejudice the Supplier’s commercial activities outside of this Agreement. Beginning two (2) years after The parties will co-operate with the Initial Commencement Date, Benchmarker and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined provide all information reasonably requested by the Services Oversight Committee, to assess the quality of the ServicesBenchmarker. The Benchmarker may not will be any entity listed on Exhibit 17. If there is any Dispute regarding directed by the Purchaser to prepare a report assessing whether the Supplier’s performance of the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. The fees and/or delivery of the Benchmarker shall be shared equally by Goods and the parties. Using consistent methodologies and, level of Schedule of Rates is in keeping with that of its peer group engaged in providing comparable Goods and/or Services to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory purchasers of a similar size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to and reputation as the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)Purchaser. If the benchmark study shows Benchmarker’s report demonstrates that the level of Supplier’s performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio and/or delivery of the other companies Goods or its Schedule of Rates for the Goods and/or Services are not in keeping with its peer group (i.e. in the studysense that its peer group are achieving higher levels of service for comparable charges, then or are charging less for the same goods or level of service as that provided by the Supplier), the Supplier will, as appropriate, promptly carry out any necessary remedial actions so as to ensure that the Services Oversight Committee shall determine, within forty-five (45) days after release and/or delivery of Goods are performed in accordance with the terms of the benchmark study, what changes, if any, should Agreement and in line with the higher standards achieved by its peer group (where applicable) or will reduce its Schedule of Rates so as to match the averaged charges that would be made to charged by the Services Supplier’s peer group for the same or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Servicesimilar goods and/or services.

Benchmarking. PwCES shall improve Xxxxx reserves the quality of right from time to time, at its discretion, beginning after the Services during the term thirty-sixth (36th) month of this Agreement. Beginning two (2) years after Agreement and no more than once annually, to obtain the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause services of an independent third party (the "“Benchmarker"”) to conduct a benchmark study the cost, charges and performance of the primary Services. Such third party shall be subject to SAVVIS’ prior written approval, shall not be, or be owned or controlled by, a competitor of SAVVIS or have breached any confidentiality obligation to SAVVIS, shall be independent of the Parties and shall be qualified to do the work and well recognized in the industry and a competent benchmarking entity. Xxxxx will bear the costs and expenses of conducting the benchmark and all results of the benchmark and materials created pursuant to the Benchmark shall be Xxxxx’x sole and exclusive property and Confidential Information, except to the extent they incorporate SAVVIS’ Confidential Information. The Benchmarker shall perform the benchmarking in accordance with the Benchmarker’s reasonable documented procedures which shall be provided to the Parties prior to the start of the benchmarking process and upon which the Parties may comment prior to the benchmarking, as determined by modified herein. The Benchmarker shall compare the costs, charges and/or performance criteria of the Services Oversight Committeeunder this Agreement, as appropriate and in the aggregate, to assess the quality costs, charges, and/or performance criteria for offerings of a like mix of amounts and types of Services to similarly situated customers making like term and volume commitments by a representative sample of vendors performing services similar to the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding shall select the Services to be benchmarkedrepresentative sample from vendors (a) identified by the Benchmarker, and (b) identified by a Party and approved by the parties shall focus the benchmark study on the Services related to the Critical Service LevelsBenchmarker. The fees of Benchmarker is to conduct a benchmarking as promptly as is prudent in the Benchmarker circumstances. Each Party shall be shared equally by provided a reasonable opportunity to review, comment on and request changes in the partiesBenchmarker’s proposed findings. Using consistent methodologies and, to the extent reasonably possible, objective measurementsFollowing such review and comment, the Benchmarker shall evaluate each specified Service issue a final report of its findings and conclusions. Based upon the final results of such benchmarking, SAVVIS shall cooperate with regard Xxxxx to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changesinvestigate variances, if any, should be made in excess of five percent (5%) compared against the midpoint of the fees charged with respect to other well-managed outsourcing organizations and if such results show that the Services Fees paid by Xxxxx are more than five percent (5%) greater than the midpoint of fees charged with respect to other well-managed outsourcing organizations, then SAVVIS shall have sixty (60) days to reduce the Fees charged hereunder to such midpoint. Any dispute as to such deficiencies, variances or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter reduction shall be submitted resolved pursuant to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case, the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service30.