Common use of Change Control Procedure Clause in Contracts

Change Control Procedure. 34.1 In the event that either Party desires any change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this Agreement) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 33.1 In the event that either Party party desires any to change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this AgreementContract) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier Service Provider shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, Contract nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 In the event that either Party desires any change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this Agreement) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- non-material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 33.1 In the event that either Party party desires any to change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this AgreementContract) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, Contract nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 In the event that either Party desires any change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) Either Party may propose changes to the scope, terms and/or conditions of the Services (“Change”) in accordance with the procedures described hereunder in this Clause 6 (“Change Control Procedures”). Except as set forth in Clause 6(e), neither Party requesting shall be entitled to or obligated by any such Change until it has been presented and approved by both Parties in accordance with such Change Control Procedures. Once approved, such a Change shall be deemed to supplement or modify, as applicable, the change will terms and conditions of the Statement of Work to which it pertains. (b) To propose a Change, the Party’s Account Representative shall, at such proposing Party’s cost, deliver a written proposal (“Change Request” (Order Proposal”) in the form format attached as Exhibit 2 (Form of Change Order Proposal) to the other Party’s Account Representative specifying (i) the proposed Change, (ii) the objective or substantially purpose of such Change, (iii) the requirements and specifications of the deliverables, if any, to be delivered pursuant to such Change, (iv) the requested prioritization and schedule for such Change, and (v) the cost impact of such Change. (c) Within thirty (30) Business Days following receipt of the Change Order Proposal, Carnation and Genpact shall, in good faith, meet to review and discuss the scope and nature of the Change Order Proposal, the availability of Genpact personnel, expertise and resources to provide such Change and the time period in which such Change will be implemented. Within thirty (30) Business Days of such meeting, Genpact shall, at its own cost unless otherwise agreed, prepare and deliver to Carnation a written assessment of the proposal (“Change Assessment”) (i) describing any changes in products, services, assignment of personnel and other resources that Genpact believes will be required, (ii) specifying the increase or decrease in the same formFees that would be required due to such Change, (iii) contained in Schedule 5 to specifying how the proposed Change would be implemented, (iv) describing the effect, if any, such Change would have on this Agreement, (v) which describesestimating all resources required to implement such Change, (vi) describing the delivery risks and associated risk mitigation plans and (vii) providing such other information as may be relevant to the proposed Change. To the extent that a proposed Change is of such magnitude or complexity that it is not feasible for Genpact to produce a detailed Change Assessment within thirty (30) Business Days, Genpact shall prepare and deliver to Carnation a summary Change Assessment outlining such details regarding the prospective Change as Genpact can ascertain within ten (10) Business Days, and the Parties shall agree upon a schedule for the production of a more detailed Change Assessment. (d) Carnation shall review the Change Assessment and respond within ten (10) Business Days of its receipt of the Change Assessment, indicating whether Carnation desires Genpact to implement the Change pursuant to the Change Assessment. Upon the agreement of both Parties, the Parties will execute a change order (“Change Order”) based upon such Change Assessment. All Change Orders must be approved in writing by both Carnation and Genpact before work on the proposed Change commences. (e) Notwithstanding the foregoing, Genpact shall have the right in its discretion to designate and make Changes that: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will do not have a material adverse impact on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, nor be entitled to an increase in the Charges as the result of: (i) a General Change in LawService Levels; or (ii) a Specific Change in Law where do not cause an increase to the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this AgreementFees, or, where without resorting to the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34Control Procedures, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposesGenpact shall notify Carnation of any such Changes.

Change Control Procedure. 34.1 In the event that either Party desires any change the terms of this Agreement (a) Any Enhancements, or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or New Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this Agreement) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt implementation of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to Project must be made in accordance with the procedure processes and procedures set forth in this Section and implemented through a Project Order in the form set forth on Exhibit 4 (Project Order Form), or a Change Order in the form set forth on Exhibit 5 (Change Order Form), as the case may be (collectively, the “Change Control Procedure”). No Enhancements will be made, and no New Services or Projects will be performed, except in accordance with the Change Control Procedure. Supplier will continue to provide Services pending negotiation of any Change Order or Project Order (as the case may be), however, Supplier will not be required to perform New Services or Projects until a Change Order or a Project Order (as the case may be) has been agreed upon in good faith by the Parties. (b) Each Change Order and Project Order entered into under this Agreement, when duly executed by both Parties, shall become part of the Agreement as if fully set out in its text and shall be subject to all of terms and conditions of these GENERAL TERMS AND CONDITIONS, except as otherwise expressly provided in the Change Order or Project Order (as the case may be). Supplier may only reject a Request (or Change Order or Project Order) for Projects and Enhancements submitted by Customer if (A) Supplier does not employ or have access to resources through its existing subcontracts who have the skills required to perform the work described in the Request; (B) the Request (or Change Order or Project Order) does not include a reasonable description of the work to be performed; (C) the Request (or Change Order or Project Order) includes terms that conflict with this Agreement; (D) the Request (or Change Order or Project Order) specifies a time for completion that is not reasonable or proposes the addition of new Service Levels other than in accordance with Schedule A-5; (E) Customer has other reasonably available alternatives at a reasonable cost for implementing the Project or making the Enhancements; or (F) implementation of the Project or making the Enhancements is reasonably likely to subject Supplier to significant civil or criminal liabilities or other similar risks. (i) Subject to Section 3.6(b)(ii), to the extent that Supplier rejects a change order under clause 34(A) or (E) of Section 3.6(b) above, provided always that UKRI shallSupplier hereby agrees to reasonably cooperate with Customer and its selected third party service provider, including by (A) providing Customer and such provider reasonable access to the equipment, software, facilities and personnel used to provide the Services, at Customer’s expense and (B) performing, as a Project, such tasks with respect to Supplier’s networks and infrastructure as may be reasonably requested, in their absolute discretioneach case, decide solely to the extent necessary to permit Customer and the third party service provider to perform the work requested under the Change Order or Project Order that was rejected by Supplier. (ii) Supplier shall not be obligated under Section 3.6(b)(i) to either: (A) provide access to its networks and infrastructure; or (B) take steps that would be likely to adversely affect the operation or security of Supplier’s systems. (c) Requests. Services Agreement General Terms and ConditionsPage 9 (i) Supplier shall inform Customer of any Enhancement or New Service resulting from modifications in the scope or manner of performance of the Services, and either Party may request or propose an Enhancement, New Service or a Project, by submitting a Request to the other Party. (ii) The Request will describe in reasonable detail or indicate, to the extent known: (A) the nature of the proposed Request; (B) the objectives or purposes of the Request; (C) the requested prioritization and timeline for implementing the Request; and (D) where applicable, whether the requesting Party considers the Services to carry out the Request to constitute an Enhancement, a proposed change is non-material for these purposesNew Service or a Project.

Change Control Procedure. 34.1 35.1 In the event that either Party desires any change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this Agreement) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 35.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- non-material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 3435, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 In the event that either Party party desires any to change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) : the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this AgreementContract) which describes: (i) : the nature of the change; (ii) ; the reason for the change; (iii) ; the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) and any change to the Charges and the Term. (b) . Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) . Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) . If there is no Change Request signed by both parties, the content of that Change Notice shall not be deemed as agreed. If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) . The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, Contract nor be entitled to an increase in the Charges as the result of: (i) : a General Change in Law; or (ii) or a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 33.1 In the event that either Party party desires any to change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 0 to this AgreementContract) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, Contract nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 33.1 In the event that either Party party desires any to change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or the scope of either parties’ obligations under this Agreement or the relevant Contract, or which the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: (a) the Party requesting the change will deliver a “Change Request” (in the form (or substantially in the same form) contained in Schedule 5 to this AgreementContract) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the requested change will have on the scope or Specification for the Goods or Services; and (iv) any change to the Charges and the Term. (b) Upon receipt of a Change Request, the receiving Party’s authorised representative will contact his/ her counterpart within 5 working days to discuss and agree the Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change Notice. (c) Neither party is obliged to agree to a Change Request, but if the parties do agree to implement such a Change Request, the appropriate authorised representatives of both parties will sign the Change Request which will be effective from the date set out in the Change Request. If there is no Change Request signed by both parties, the content of that Change Notice shall not be deemed as agreed. (d) If there is any conflict between the terms and conditions set out in the Agreement or any Contract and the Change Request, then the terms and conditions set out in the most recent fully executed Change Request will apply. (e) The Supplier shall neither be relieved of its obligations to supply the Goods and/or Services in accordance with the terms and conditions of this Agreement or any Contract, Contract nor be entitled to an increase in the Charges as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Date. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.

Change Control Procedure. 34.1 In (a) Either Party may request in writing that Provider make changes, modifications or enhancements (each a “Service Change”) to the event Services or to the Agreement (including corresponding changes to the Service descriptions, Charges and Service Levels), provided that either Party desires any change the terms of this Agreement or any Contract which may materially impact on the timings, scope, Specification or Charges of the Goods or Services, or such Service Change is within the scope of either parties’ obligations under this Agreement the Services and does not constitute a New Service. Service Changes shall be requested by written notice delivered to the Idearc Program Manager or the relevant ContractProvider Project Executive, or which as applicable, in any case specifying in detail the relevant Party otherwise reasonably determines warrants the use of this change control procedure, the following procedures will apply: proposed Service Change (a) the Party requesting the change will deliver a “Change Control Request” (in the form (or substantially in the same form) contained in Schedule 5 to this Agreement) which describes: (i) the nature of the change; (ii) the reason for the change; (iii) the effect that the ”). Any requested change will have on the scope or Specification for the Goods or Services; and (iv) any change that constitutes a New Service shall be subject to the Charges and the Termoperation of Section 4.6. (b) Upon receipt Idearc and Provider shall cooperate with each other in good faith in discussing the scope and nature of a each Change Control Request, the receiving Party’s authorised representative availability of Provider Personnel and resources to accommodate such Service Change and the timetable for implementation of such Service Change. In addition, Idearc and Provider will contact his/ her counterpart within 5 working days cooperate to discuss manage the volume of Change Control Requests and agree the level of effort required to perform Change Request. The parties will negotiate the proposed changes to the Agreement and/or affected Contract in good faith and agree a timeline in which to finalise the Change NoticeAnalyses. (c) Neither party is obliged to agree to As soon as reasonably practicable following receipt of a Change Control Request from Idearc or simultaneously with Provider’s delivery of a Change Control Request, but Provider will prepare and deliver to the Idearc Program Manager a written analysis (a “Change Analysis”) describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required. In addition, such Change Analysis shall include, as appropriate or applicable, (i) an estimation of the net increase or net decrease, if any, in the parties do agree Charges that would be required to the extent such Change Control Request requires materially different levels or types of effort, resources or expense from Provider, (ii) an estimate of the net effect (positive or negative) on the Productivity metrics set forth on Schedule 10.1, (iii) a description of how the Change Control Request would be implemented, (iv) a description of the effect, if any, such Change Control Request would be estimated to have on the Agreement, including on Service Levels and Termination Fees, (v) an estimation of all resources required to implement such a Change Control Request, including a description of the appropriate authorised representatives of both parties will sign delivery risks and associated risk mitigation plans, and (vi) such other information as may be relevant to the Change Control Request. Each Change Control Request which will be effective from evaluated, and each Change Analysis will be prepared, taking into account any effort, resources or expense formerly required to provide Services that have been reduced or eliminated prior to or in connection with such Service Change, which have not otherwise been utilized by Provider to provide other Services or modified or enhanced Services (e.g., the date set out in introduction of new Software applications will be considered with the Change Requestrelated retirement of Software applications). (d) If there is The Provider Project Executive and Idearc Program Manager will meet to determine whether they desire for Provider to proceed with the implementation of the proposed Service Change in accordance with the applicable Change Analysis, and if the Provider Project Executive and Idearc Program Manager desire to proceed with the implementation of the proposed Service Changes, they shall evidence such agreement in writing (a “Change Order”). Neither Party shall have any conflict between the terms obligation with respect to a Service Change unless and conditions set out in the Agreement or any Contract and the until a Change Request, then the terms and conditions set out in the most recent fully executed Change Request will applyOrder has been signed by both Parties. (e) The Supplier Following implementation of any Service Change, all affected Exhibits and Schedules to the Agreement, shall neither be relieved of its obligations to supply the Goods and/or Services updated in accordance with the terms and conditions applicable Change Order. Notwithstanding any provision of this the Agreement to the contrary, a Service Change that does not constitute a New Service or any Contractdoes not, nor be entitled to individually or in the aggregate (when considered on a net basis with related Service Changes), require materially different levels or types of effort, resources or expense from Provider shall not result in an increase in the Charges payable by Idearc hereunder, except as the result of: (i) a General Change in Law; or (ii) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and/or Services is reasonably foreseeable at the Commencement Date of this Agreement, or, where the Change Request relates to a Contract, the applicable Contract Commencement Dateotherwise agreed by Idearc. 34.2 The Parties agree that any variations to the Agreement or any Contract to reflect non- material changes (including for example a change to the name/contact details of a Party’s representative) may be agreed in writing and shall not be required to be made in accordance with the procedure in this clause 34, provided always that UKRI shall, in their absolute discretion, decide whether a proposed change is non-material for these purposes.