Common use of Change Control Procedures Clause in Contracts

Change Control Procedures. Principles The Agreement and Call-Off Contracts may be changed only in accordance with the Change Control Procedure as set out in this Schedule 5. Neither Party shall unreasonably withhold its agreement to any change. Until such time as a change is made in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue to supply the Services as if the request or recommendation had not been made. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant change to the Services shall be without prejudice to the rights of either Party. Any work undertaken by the Supplier, its Subcontractors or agents which has not been authorised in advance by a change to the Services and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability of the Supplier. Procedures Discussion between the Parties concerning a change to the Services shall result in any one of the following: no further action being taken; a request to change the Services by the Department; or a recommendation to change the Services by the Supplier. Where a written request for an amendment is received from the Department, the Supplier shall, unless otherwise agreed, submit a CCN to the Department within 2 weeks of the date of the request. A recommendation to amend by the Supplier shall be submitted as a CCN direct to the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the price, if any, of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impact, if any, of the change on other aspects of the Services; the date of expiry of validity of the CCN; and provision for signature by the Department and by the Supplier. For each CCN submitted the Department shall, within the period of the validity of the CCN: allocate a sequential number to the CCN; evaluate the CCN and, as appropriate; request further information; approve the CCN; or notify the Supplier of the rejection of the CCN; and arrange for two copies of an approved CCN to be signed by or on behalf of the Department and the Supplier. A CCN signed by both parties shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: Dependencies

Change Control Procedures. Principles The Agreement and Call-Off Contracts may be changed only in accordance with In the Change Control Procedure as set out in this Schedule 5. Neither Party shall unreasonably withhold its agreement event that (a) IBM determines that resources are no longer necessary to any change. Until such time as perform the Services; (b) IBM determines that additional resources are necessary to perform the Services; (c) IBM or VMU determines that a change in a Deliverable or Services timeline is made necessary; (d) VMU requests changes in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue scope of Services due to supply the Services as if the request its then-current business needs; or recommendation had not been made. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant change to the Services shall be without prejudice to the rights of either Party. Any work undertaken by the Supplier, its Subcontractors or agents which has not been authorised in advance by (e) VMU institutes a change to the Services VMU Policies and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability of the Supplier. Procedures Discussion between the Parties concerning a change to the Services shall result in any one of the following: no further action being taken; a request to change the Services by the Department; or a recommendation to change the Services by the Supplier. Where a written request for an amendment is received from the Department, the Supplier shall, unless otherwise agreed, submit a CCN to the Department within 2 weeks of the date of the request. A recommendation to amend by the Supplier shall be submitted as a CCN direct to the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the price, if any, of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impact, if any, of the change on other aspects that affects IBM’s provision of the Services; then the date of expiry of validity IBM Project Executive and VMU Program Director shall meet to discuss the effect of the CCNforegoing on the Services and resources and associated charges and terms and conditions. If the request is for a New Service it shall be handled in accordance with Section 3.12 of this Agreement and otherwise as set forth below. Promptly following such meeting(s), IBM shall prepare a written change request proposal for VMU’s consideration at no additional charge to VMU, and shall deliver such proposal to VMU within a timeframe that is reasonable based on the nature and scope of the proposed changes. A change request proposal shall include (i) a reasonably detailed plan that defines the proposed changes and the associated ARCs or RRCs, Hourly Services Rates, equitable adjustments to the charges or other fees to compensate IBM for the costs of implementing the change and increased costs in the delivery of Services, if any; (ii) a reasonably detailed description of any anticipated changes in the applicable Service Levels or other terms and conditions of the Agreement, if any; (iii) a schedule for implementing the additional Services, if any; (iv) a description of the Equipment or Software no longer needed, if applicable; (v) a description of the Software, Equipment, Applications and other resources, including Resource Unit utilization, necessary to provide the additional or changed Services, if applicable; and provision for signature (vi) additional facilities, hardware, software or labor resources to be provided by VMU, if any. VMU will review the Department change request proposal and by either approve and sign the Supplier. For each CCN submitted the Department shallchange request proposal, within the period of the validity of the CCN: allocate or give IBM a sequential number to the CCN; evaluate the CCN and, as appropriate; request further information; approve the CCN; or notify the Supplier of the written rejection of the CCN; change request proposal. In the event that IBM and arrange VMU are unable to agree to a change request proposal, the Parties may submit such change request proposal for two copies of an resolution pursuant to the dispute resolution process described in Section 27. All change request proposals must be approved CCN to be in writing and signed by or on behalf VMU prior to any change in the scope of the Department Services, change in the resources for the Services, and/or invoicing of any ARC, Hourly Services Rates or other charges and the Supplier. A CCN signed by both parties IBM shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: Dependenciesnot begin performing any additional or changed Services or stop performing any Services without VMU’s written approval.

Change Control Procedures. Principles Except for permitted changes in the Fidelity ASP Services by Fidelity as described in Section 3.09(q) and/or Exhibits 3 and 5, in the event that either party requests (i) a change to the scope of the Services (including a decrease or Additional Services or a combination of both), Baselines, Service Levels, Performance Credits or priorities, or (ii) a change to the Charges or Exhibits or Schedules to the Exhibits or to the Escrow Agreement, or (iii) a change to the features, functionality, scalability or performance of the Services, or (iv) a change to the Documentation reflecting a change in the Fidelity Base Code Software made by Fidelity in breach of Section 3.09 (q) or a change to the Documentation reflecting an alteration of the attributes of the Fidelity Base Code Software described in Section 3.09 (m), the requesting party’s Account Executive or his or her designee shall submit a written proposal to the other party’s Account Executive describing such desired change. The receiving party’s Account Executive shall review the proposal and reject or accept the proposal in writing within a reasonable period of time, but in no event more than thirty (30) days after receipt of the proposal. In the event that the proposal is rejected, the writing shall include the reasons for rejection. In the event that the proposal is accepted, the parties shall mutually agree on the changes to be made to this Agreement and/or the Exhibits and Call-Off Contracts Schedules and/or the Escrow Agreement. All such changes to this Agreement and/or the Exhibits and Schedules and/or the Escrow Agreement shall be made only in a written Change Order signed by the Account Executive of each of the parties or his designee (authorized in writing by the applicable party) and thereafter embodied in the Agreement and/or the Exhibits and Schedules and/or the Escrow Agreement, as appropriate. Notwithstanding the foregoing, if the need for an emergency change arises, either party’s Account Executive or his or her designee may be changed only submit a request for such change to the other party’s Account Executive and the parties shall use commercially reasonable efforts to expeditiously implement such change in accordance with the Change Control Procedure as set out in this Schedule 5. Neither Party shall unreasonably withhold its agreement to any change. Until such time as a change is made in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue to supply the Services as if the request or recommendation had not been made. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant change to the Services shall be without prejudice to the rights of either Party. Any work undertaken by the Supplier, its Subcontractors or agents which has not been authorised in advance by a change to the Services and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability of the Supplier. Procedures Discussion between the Parties concerning a change to the Services shall result in any one of the following: no further action being taken; a request to change the Services by the Department; or a recommendation to change the Services by the Supplier. Where a written request for an amendment is received from the Department, the Supplier shall, unless otherwise agreed, submit a CCN to the Department within 2 weeks of the date of the request. A recommendation to amend by the Supplier shall be submitted as a CCN direct to the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the price, if any, of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impact, if any, of the change on other aspects of the Services; the date of expiry of validity of the CCN; and provision for signature by the Department and by the Supplier. For each CCN submitted the Department shall, within the period of the validity of the CCN: allocate a sequential number to the CCN; evaluate the CCN and, as appropriate; request further information; approve the CCN; or notify the Supplier of the rejection of the CCN; and arrange for two copies of an approved CCN to be signed by or on behalf of the Department and the Supplier. A CCN signed by both parties shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: DependenciesProcedures.

Change Control Procedures. Principles a. The change control procedures set forth in this Section 16.2 (the “Change Control Procedures”) shall detail how the Parties shall comply with the requirements set forth in this Article 16 and otherwise control changes to how the Services are delivered to Advanta under this Agreement. The Change Control Procedures shall govern all Services provided under each SOW and Pilot SOW, provided, however, that in the event that a proposed change to Services does not: (i) materially impact Service Levels, (ii) increase Fees or otherwise result in materially increased costs to Advanta, (iii) cause a violation of Laws or the Advanta Regulatory Requirements, (iv) negatively impact Advanta processes and procedures, (v) change the location of the Supplier Facilities, or (vi) affects Advanta’s rights under this Agreement and Call-Off Contracts may with respect to intellectual property, then Supplier shall not be changed only in accordance with required to follow the Change Control Procedure as set out in this Schedule 5. Neither Party Procedures and its sole obligation shall unreasonably withhold its agreement be to any change. Until notify Advanta of such time as a change is made in accordance with the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue to supply the Services as if the request or recommendation had not been made. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant proposed change to the Services Services, provide information reasonably necessary for Advanta to evaluate such proposed change (including specifying any additional costs to Advanta), and obtain Advanta’s prior written consent, which shall not be without prejudice to the rights of either Party. Any work undertaken by the Supplier, its Subcontractors unreasonably withheld or agents which has not been authorised in advance by delayed. b. To propose a change to the Services and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability delivery of the Supplier. Procedures Discussion between the Parties concerning Services, a change Party’s General Program Manager shall, at such proposing Party’s cost, deliver a written proposal (a “Change Order Proposal”) to the Services shall result in any one other Party’s General Program Manager specifying (i) the proposed change, (ii) the objective or purpose of such change, (iii) the requirements and specifications of the following: no further action being taken; a request deliverables, if any, to change be delivered pursuant to such change, (iv) the Services by requested prioritization and schedule for such change, and (v) the Department; or a recommendation to change cost impact of such change. c. Within ten (10) business days following receipt of the Services by the Supplier. Where a written request for an amendment is received from the DepartmentChange Order Proposal, the Advanta and Supplier shall, in good faith, meet (either by telephone or in person) to review and discuss the scope and nature of the Change Order Proposal, the availability of Supplier personnel, expertise and resources to provide such change and the time period in which such change will be implemented. Within ten (10) business days after such meeting, Supplier shall, at its own cost unless otherwise agreed, submit prepare and deliver to Advanta a CCN to the Department within 2 weeks written assessment of the date proposal (the “Change Assessment”) (i) describing any changes in products, services, assignment of personnel and other resources that Supplier believes will be required, (ii) specifying the costs for the Change Order and specify whether there will be an increase or decrease in the Fees (including efficiencies gained and reductions in overall cost of the request. A recommendation to amend by Service) resulting from such change, (iii) specifying how the Supplier shall proposed change would be submitted as a CCN direct to implemented, (iv) describing the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the priceeffect, if any, such change would have on this Agreement, (v) estimating all resources required to implement such change, (vi) describing the delivery risks and associated risk mitigation plans, (vii) describing the impact on policies and procedures, and (viii) 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 Supplier to produce a ****** — Denotes material that has been omitted and filed separately with the Commission. detailed Change Assessment within ten (10) business days, Supplier shall prepare and deliver to Advanta a summary Change Assessment outlining such details regarding the prospective change as Supplier can ascertain within five (5) business days, and the Parties shall agree upon a schedule for the production of a more detailed Change Assessment. d. Advanta shall review the Change Assessment and respond within ten (10) business days of its receipt of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impactChange Assessment, if any, of indicating whether Advanta desires Supplier to implement the change on other aspects of the Services; the date of expiry of validity of the CCN; and provision for signature by the Department and by the Supplier. For each CCN submitted the Department shall, within the period of the validity of the CCN: allocate a sequential number pursuant to the CCN; evaluate Change Assessment. Upon the CCN andagreement of both Parties, as appropriate; request further information; approve the CCN; or notify the Supplier of the rejection of the CCN; and arrange for two copies of an approved CCN to be signed by or on behalf of the Department Parties will execute a change order (a “Change Order”) based upon such Change Assessment and the SupplierPolicies and Procedures Manual will be updated accordingly. A CCN signed All Change Orders must be approved in writing by both parties shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by Advanta and Supplier before work on the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: Dependenciesproposed change commences.

Change Control Procedures. Principles The Agreement and Call-Off Contracts may be changed only in accordance with Subject to Section 5.01, both Parties agree to adhere to the Change Control Procedure Procedures set forth below with respect to proposed or requested changes to the Covered Services hereunder. In addition, IBM agrees that: (1) No Change shall be implemented without AMO’s prior approval, except as set out may be necessary on a temporary basis to maintain the continuity of the Covered Services. Except for permitted Changes and/or, as applicable, approved Changes in this the Services by IBM as described in Section 3.02, if either Party requests a modification of the Agreement, including (i) a Change to the scope of the Services, Baselines, Service Levels, Service Level Credits, or Charges, (ii) a Change to the Schedules or Exhibits to the Agreement, (iii) a Change to the Process Interface Manual, (iv) the addition of Out-of-Scope Services, (v) a Change to the features, functionality, scalability or performance of the Services, or (vi) any other Change to the terms of the Agreement, the requesting Party’s Contract Manager or his or her designee shall submit a written proposal in the form established by the Contract Managers (called a “Change Order”)describing such desired change. Such Party’s Contract Manager shall review the proposal and reject or accept the proposal in writing within a reasonable period of time, but in no event more than thirty (30) days after receipt of the proposal. If the proposal is rejected, the writing shall include the reasons for rejection. If the proposal is accepted, the Parties shall mutually agree on the changes to be made to the Agreement, the applicable Schedule 5or Exhibits and/or the Policy and Procedures Guide. Neither Party All such Changes shall be made only in a written Change Order signed by the Contract Manager of each of the Parties or his or her designee (authorized in writing by the applicable Party), and thereafter embodied in the applicable documents by appropriate written addenda thereto executed by IBM and AMO. (2) With respect to all Changes, IBM shall (a) other than those Changes made on a temporary basis to maintain the continuity of the Covered Services, schedule Changes so as not to unreasonably withhold its agreement interrupt the AMO Entities’ business operations, (b) prepare and deliver to AMO each month a rolling Schedule (the “Change Schedule”) for ongoing and planned Changes for the next three (3) month period and (c) monitor the status of Changes against the Change Schedule. (3) With respect to any changeChange made on a temporary basis to maintain the continuity of the Covered Services, IBM shall document and provide to AMO notification of the Change no later than the next business day after the Change is made. Until such time as a change is made in accordance with IBM shall update the Change Control Procedure, the Supplier shall, unless otherwise agreed in writing, continue Procedures as necessary and shall provide such updated Change Control Procedures to supply the Services as if the request or recommendation had not been made. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant change to the Services shall be without prejudice to the rights of either Party. Any work undertaken by the Supplier, AMO for its Subcontractors or agents which has not been authorised in advance by a change to the Services and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability of the Supplier. Procedures Discussion between the Parties concerning a change to the Services shall result in any one of the following: no further action being taken; a request to change the Services by the Department; or a recommendation to change the Services by the Supplier. Where a written request for an amendment is received from the Department, the Supplier shall, unless otherwise agreed, submit a CCN to the Department within 2 weeks of the date of the request. A recommendation to amend by the Supplier shall be submitted as a CCN direct to the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the price, if any, of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impact, if any, of the change on other aspects of the Services; the date of expiry of validity of the CCN; and provision for signature by the Department and by the Supplier. For each CCN submitted the Department shall, within the period of the validity of the CCN: allocate a sequential number to the CCN; evaluate the CCN and, as appropriate; request further information; approve the CCN; or notify the Supplier of the rejection of the CCN; and arrange for two copies of an approved CCN to be signed by or on behalf of the Department and the Supplier. A CCN signed by both parties shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: Dependenciesapproval.

Change Control Procedures. Principles The Agreement and Call-Off Contracts may be changed only in accordance with Xxxxxxx or TCS may, upon written notice to the other Party, including via email, propose changes to the Services. Changes implemented pursuant to the Change Control Procedure as set out described in this Schedule 5Section 12.2 shall not vary the Baseline Resource Charges or result in any additional expenses for Xxxxxxx by more than ten percent (10%) individually or twenty percent (20%) in the aggregate for any applicable SOW. Neither Any other changes requested under a Statement of Work that vary the Baseline Resource Charges or result in any additional expenses for Xxxxxxx may only be implemented by an amendment of the applicable SOW made pursuant to Section 3.5(c)of this Agreement. Upon receiving such notice, TCS shall review the proposed change and, at no additional cost to Xxxxxxx, shall either (i) inform Xxxxxxx directly, including via email, of its acceptance of the proposal or, (ii) if necessary, submit a change proposal to Xxxxxxx within ten (10) Business Days of TCS’ receipt of Xxxxxxx’x written proposed changes (the “Change Proposal”) which shall outline in sufficient detail the tasks to be performed to accomplish such proposed changes to the Services. Xxxxxxx, at its sole discretion, may accept, modify with TCS’ consent, or reject any or all Change Proposals received from TCS. If Xxxxxxx does not accept TCS’ Change Proposal, neither Party shall unreasonably withhold its agreement have an obligation to any the other under the Change Proposal and Xxxxxxx shall have no obligation to pay for the proposed change. Until such time as Acceptance of a change is made in accordance with the particular Change Control Procedure, the Supplier shall, unless otherwise agreed Proposal and authorization to begin work will be based upon Xxxxxxx instructing TCS in writing, continue including via email, to supply the Services as if the request or recommendation had not been madecommence work. Any discussions which may take place between the Parties in connection with a request or recommendation before the authorisation of a resultant change All modifications to the Services shall made pursuant to this Section 12.2. must be without prejudice to within the rights of either Party. Any work undertaken by scope provided in the Supplierrelevant SOW, its Subcontractors or agents which has not been authorised in advance by a change to including the Services and which has not been otherwise agreed in accordance with the provisions of this Schedule 5 shall be undertaken entirely at the expense and liability allowed variations of the Supplier. Procedures Discussion between the Parties concerning a change to the Services shall result in any one of the following: no further action being taken; a request to change the Services by the Department; or a recommendation to change the Services by the Supplier. Where a written request for an amendment is received from the Department, the Supplier shall, unless otherwise agreed, submit a CCN to the Department within 2 weeks of the date of the request. A recommendation to amend by the Supplier shall be submitted as a CCN direct to the Department at the time of such recommendation. A model CCN is provided at Annex 1 to this Schedule 5. Each CCN shall contain: the title of the change; the originator and date of the request or recommendation for the change; the reason for the change; full details of the change including any specifications; the price, if any, of the change; a timetable for implementation together with any proposals for acceptance of the change; a schedule of payments if appropriate; details of the likely impact, if any, of the change on other aspects of the Services; the date of expiry of validity of the CCN; and provision for signature by the Department and by the Supplier. For each CCN submitted the Department shall, within the period of the validity of the CCN: allocate a sequential number to the CCN; evaluate the CCN and, as appropriate; request further information; approve the CCN; or notify the Supplier of the rejection of the CCN; and arrange for two copies of an approved CCN to be signed by or on behalf of the Department and the Supplier. A CCN signed by both parties shall constitute an amendment to this Agreement pursuant to Clause 14. CHANGE CONTROL NOTE – No [To be allocated by the Department] Agreement name & No: Signature: Name in CAPITALS: Position in Organisation: Date: Signature: Name in CAPITALS: Position in Organisation: Date: DependenciesBaseline Service Charges.