Common use of Change Control Procedures Clause in Contracts

Change Control Procedures. 8.1. Supplier shall be entitled to change the Contract at any time to comply with Applicable Laws or the direction or instructions of any Authority or Third Party, or to reflect changes within the Supplier business that were not foreseen at the time the Contract was signed and will publish any change in line with clause 8.2. 8.2. Unless otherwise stated in the Contract, Supplier shall publish any changes to the Order Form and/or Contract (including the Charges) on the Customer invoice or in accordance with clause 17.17 as follows: 8.2.1. For changes that are to the Customer’s detriment (this includes any increases to the Charges or changes that require the Customer to make any changes to how the Services are used), at least fourteen (14) days before the change is to take effect: and 8.2.2. For all other changes at least one (1) day before the change is to take effect. 8.3. Any revised Conditions that are issued and agreed as variations or additions to the original Contract shall automatically apply to the original Contract. 8.4. Either Party may request changes to any of the Services under the Contract (in each case, a “Change Request”). Any Change Request shall be made in writing and sent to the Customer representative or Supplier representative (as appropriate) and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change. 8.5. Where the Parties propose a Change Request, Supplier shall provide a written estimate of the likely time required to implement the change, any necessary variations to the Charges as a result of the change, the likely effect of the change on the Services, and any other impact of the change on the terms of this Contract. The Customer shall notify Supplier whether it accepts or reasonably rejects the Change Request within five (5) Business Days of its receipt of the written estimate. 8.6. A Change Request shall become a “Change Order” when the Change Order form has been signed by a duly authorized representative of both Parties to signify their approval to the change. Until such time the Parties shall continue to perform their respective obligations under the Contract without taking into account the Change Request. Once duly signed, Change Orders shall be deemed incorporated into Contract and Supplier shall commence performance of the Change Order accordingly. 8.7. Neither Party shall be required to accept any Change Request made by the other Party and shall not be bound by the Change Request unless it has been agreed in writing as set out above. 8.8. Unless otherwise agreed in writing, Supplier shall be entitled to charge the Customer at Supplier's then current rates for investigating, reporting on and, if appropriate, implementing a Change Request requested by the Customer. 8.9. The Supplier shall use its reasonable endeavors to promptly notify the Customer of any changes in Applicable Laws relevant to the provision, receipt or use of the Services (other than a change in Applicable Law which relates uniquely and specifically to the Customer in respect of which each Party shall promptly notify the other upon becoming aware of the same). Following the Supplier becoming aware of any change in Applicable Law, the Supplier shall notify the Customer of any changes to the Services (or any part thereof) that may be necessary to ensure that the provision of the Services and their receipt and use by the Customer continues to comply with Applicable Law (each a “Mandatory Change”). Each Mandatory Change shall be introduced by the Supplier and progressed by the Parties through the Change Control Procedure. The Customer shall pay the costs and expenses of a Mandatory Change (including the costs and expenses of implementing that Change and any ongoing costs and expenses in respect of that Change) to the extent the relevant change in Applicable Law relates uniquely and specifically to the Customer by the Supplier. To the extent to which clause 8 does not apply to the relevant change in Applicable Law, Supplier shall consult with the Customer on the manner, form and timing of changes it proposes to make to meet any changes in Applicable Laws where they would impact the Services. The Supplier shall not implement any change, without the Customer's prior written agreement, which would have an adverse effect on the Supplier's ability to provide the Services in accordance with the Contract. Any change which impacts any of the Services shall be agreed and documented in accordance with this clause 8. Without prejudice to the rest of this clause 8, the Supplier shall use all reasonable endeavors to minimize any disruption caused by any changes in Applicable Laws introduced pursuant to this clause.

Change Control Procedures. 8.1Customer or Service Provider may propose Changes, including any changes occasioned by an acquisition or divestiture by or of Customer. Supplier shall All such Changes will be entitled implemented pursuant to change the Contract at any time to comply with Applicable Laws procedures set forth in Schedule 9 ("Change Control Procedures"). 5.6.1 Routine changes, including all Changes that do not require material, net additional cost, effort or the direction or instructions of any Authority or Third Partyresources, or to reflect changes within that can be accommodated with the Supplier business that were resources ordinarily available for performance of the Services, will not foreseen at the time the Contract was signed and will publish result in any change in line with clause 8.2. 8.2. Unless otherwise stated in the Contract, Supplier shall publish any changes increase or decrease to the Order Form and/or Contract (including the Charges) on the Customer invoice Fees. Charges for changes that do require material, net additional cost, effort or resources, or that cannot be so accommodated, will be determined in accordance with clause 17.17 as follows: 8.2.1. For changes that are to the Customer’s detriment (this includes any increases to the Charges or changes that require the Customer to make any changes to how the Services are used)Section 3.7.2, at least fourteen (14) days before the change is to take effect: and 8.2.2. For all other changes at least one (1) day before the change is to take effectabove. 8.3. Any revised Conditions that 5.6.2 If Service Provider and Customer are issued and agreed as variations or additions not able to agree on (i) the original Contract shall automatically apply to the original Contract. 8.4. Either Party may request changes to any of the Services under the Contract (in each case, a “Change Request”). Any Change Request shall be made in writing and sent to the Customer representative or Supplier representative (as appropriate) and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change. 8.5. Where the Parties propose a Change Request, Supplier shall provide a written estimate of the likely time required to implement the change, any necessary variations to the Charges as a result of the change, the likely effect of the change Change, if any, on the ServicesFees and the manner in which such effect was calculated, (ii) the effect of the Change, if any, on Service Levels and any other impact of necessary revisions thereto, or (iii) the change on anticipated time schedule for implementing the terms Change, then the issue will be resolved in accordance with the dispute resolution procedure set forth in the Governance Model and Article 21 of this Contract. The Customer shall notify Supplier whether it accepts or reasonably rejects the Agreement; provided, however, Service Provider will proceed with any Change Request within five (5) Business Days of its receipt of the written estimate. 8.6. A Change Request shall become a “Change Order” when the Change Order form has been signed as directed by a duly authorized representative of both Parties to signify their approval to the change. Until such time Customer's Contract Executive while the Parties shall continue seek to perform their respective obligations under the Contract without taking into account the Change Requestresolve such disagreement. Once duly signed, Change Orders shall be deemed incorporated into Contract and Supplier shall commence performance of the Change Order accordingly. 8.7. Neither Party shall be required to accept any Change Request made by the other Party and shall not be bound by the Change Request unless it has been agreed in writing as set out above. 8.8. Unless otherwise agreed in writing, Supplier shall be entitled to charge the Customer at Supplier's then current rates for investigating, reporting on and, if appropriate, implementing a Change Request requested by the Customer. 8.9. The Supplier shall use its reasonable endeavors to promptly notify the Customer of any changes in Applicable Laws relevant to the provision, receipt or use of the Services (other than a change in Applicable Law which relates uniquely and specifically to the Customer in respect of which each Party shall promptly notify the other upon becoming aware of the same). Following the Supplier becoming aware of any change in Applicable Law, the Supplier shall notify the Customer of any changes to the Services (or any part thereof) that may be necessary to ensure that the provision of the Services and their receipt and use by the Customer continues to comply with Applicable Law (each a “Mandatory Change”). Each Mandatory Change shall be introduced by the Supplier and progressed by the Parties through the Change Control Procedure. The Customer shall pay the costs and expenses of a Mandatory Change (including the costs and expenses of implementing that Change and any ongoing costs and expenses in respect of that Change) to the extent the relevant change in Applicable Law relates uniquely and specifically to the Customer by the Supplier. To the extent to which clause 8 does not apply to the relevant change in Applicable Law, Supplier shall consult with the Customer on the manner, form and timing of changes it proposes to make to meet any changes in Applicable Laws where they would impact the Services. The Supplier Service Provider shall not implement any changechange in its performance of Services that would have a material, adverse effect upon Customer’s use or receipt of the Services, or increase Service Provider’s Fees or Customer’s other costs, without the Customer's prior ’s written agreementapproval, which would have Customer may give or withhold in its sole discretion. Service Provider may make temporary changes in its operations required by an adverse effect on emergency if prior approval is impractical, but in such cases shall promptly document and report such emergency changes to Customer. 5.6.3 Service Provider will not be required to comply with any such Change request if its compliance will violate applicable Law. Service Provider will immediately inform Customer if it determines it cannot implement the Supplier's ability to provide the Services Change mandated by Customer and comply with applicable Law. 5.6.4 Service Provider will not invoice, and Customer will not be liable for, any Change or Out-of-Scope work performed by Service Provider unless a Change has been approved in accordance with the ContractChange Control Procedures. Any change which impacts any of The Fees for such work will be specified in the Services shall be agreed and documented in accordance with this clause 8. Without prejudice to the rest of this clause 8, the Supplier shall use all reasonable endeavors to minimize any disruption caused by any changes in Applicable Laws introduced pursuant to this clauseapplicable Change request form.

Change Control Procedures. 8.1The procedures (the “Change Control Procedures”) that will govern (i) the process by which a Party may propose or request operational Changes, (ii) the process to be followed by the Parties in analyzing the effects of, and deciding whether to implement, any such Change, and (iii) the manner in which any agreed upon Changes are to be implemented, including Changes pursuant to Exhibit 11 and the applicable Procedures Manual. Supplier shall Among other things, the Change Control Procedures will provide that: (a) no Change will be entitled implemented without Customer’s prior written approval, except as may be necessary on a temporary basis to change maintain the Contract at any time continuity of the Services; (b) with respect to comply with Applicable Laws or all Changes, other than those Changes made on a temporary basis to maintain the direction or instructions continuity of any Authority or Third Party, or to reflect changes within the Supplier business that were not foreseen at the time the Contract was signed and will publish any change in line with clause 8.2. 8.2. Unless otherwise stated in the ContractServices, Supplier shall publish any changes will prepare and deliver to the Order Form and/or Contract Customer Account Manager a written analysis (including the Charges) on the Customer invoice or in accordance with clause 17.17 as follows: 8.2.1. For changes that are to the Customer’s detriment (this includes any increases to the Charges or changes that require the Customer to make any changes to how the Services are used), at least fourteen (14) days before the change is to take effect: and 8.2.2. For all other changes at least one (1) day before the change is to take effect. 8.3. Any revised Conditions that are issued and agreed as variations or additions to the original Contract shall automatically apply to the original Contract. 8.4. Either Party may request changes to any of the Services under the Contract (in each case, a “Change RequestAnalysis”). Any Change Request shall ) describing any changes in products, services, assignment of personnel and other resources that Supplier believes would be made in writing and sent to the Customer representative required, together with, as appropriate or Supplier representative applicable (as appropriateA) and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change. 8.5. Where the Parties propose a Change Request, Supplier shall provide a written estimate an estimation of the likely time increase or decrease, if any, in the Service Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels, (D) an estimation of all resources required to implement such Change, including a description of the changedelivery risks and associated risk mitigation plans, any necessary variations and (E) such other information as may be relevant to the Charges as Change; (c) with respect to all Changes, other than those Changes made on a result temporary basis to maintain the continuity of the change, the likely effect of the change on the Services, Supplier will (A) schedule Changes so as not to interrupt Customer’s business operations, (B) prepare and deliver to Customer each month a rolling schedule for ongoing and planned Changes for the next three (3) month period, and (C) monitor and report to Customer the status of Changes that are in-progress against the applicable schedule; and (d) with respect to any other impact Change made on a temporary basis to maintain the continuity of the change on the terms of this Contract. The Services, Supplier will document and provide to Customer shall notify Supplier whether it accepts or reasonably rejects the Change Request notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer within five (5) Business Days of its receipt of the written estimate. 8.6. A Change Request shall become a “Change Order” when the Change Order form has been signed by a duly authorized representative of both Parties to signify their approval to the change. Until such time the Parties shall continue to perform their respective obligations under the Contract without taking into account the Change Request. Once duly signed, Change Orders shall be deemed incorporated into Contract and Supplier shall commence performance Days) of the Change Order accordingly. 8.7. Neither Party shall be required to accept any Change Request made by no later than the other Party and shall not be bound by next Business Day after the Change Request unless it has been agreed in writing as set out aboveis made. 8.8. Unless otherwise agreed in writing, Supplier shall be entitled to charge the Customer at Supplier's then current rates for investigating, reporting on and, if appropriate, implementing a Change Request requested by the Customer. 8.9. The Supplier shall use its reasonable endeavors to promptly notify the Customer of any changes in Applicable Laws relevant to the provision, receipt or use of the Services (other than a change in Applicable Law which relates uniquely and specifically to the Customer in respect of which each Party shall promptly notify the other upon becoming aware of the same). Following the Supplier becoming aware of any change in Applicable Law, the Supplier shall notify the Customer of any changes to the Services (or any part thereof) that may be necessary to ensure that the provision of the Services and their receipt and use by the Customer continues to comply with Applicable Law (each a “Mandatory Change”). Each Mandatory Change shall be introduced by the Supplier and progressed by the Parties through the Change Control Procedure. The Customer shall pay the costs and expenses of a Mandatory Change (including the costs and expenses of implementing that Change and any ongoing costs and expenses in respect of that Change) to the extent the relevant change in Applicable Law relates uniquely and specifically to the Customer by the Supplier. To the extent to which clause 8 does not apply to the relevant change in Applicable Law, Supplier shall consult with the Customer on the manner, form and timing of changes it proposes to make to meet any changes in Applicable Laws where they would impact the Services. The Supplier shall not implement any change, without the Customer's prior written agreement, which would have an adverse effect on the Supplier's ability to provide the Services in accordance with the Contract. Any change which impacts any of the Services shall be agreed and documented in accordance with this clause 8. Without prejudice to the rest of this clause 8, the Supplier shall use all reasonable endeavors to minimize any disruption caused by any changes in Applicable Laws introduced pursuant to this clause.