Common use of Change Control Process Clause in Contracts

Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Human Resources Services Agreement - Schedule K - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; (iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant: [***]* 2.4 Once submitted by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting"). 2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either: (a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process. 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.

Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Human Resources Schedule K - Technical Services Agreement - Schedule K - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; (iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant: [***]* 2.4 Once submitted by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting"). 2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either: (a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process. 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.

Change Control Process. 2.1 Either Provider or Company may initiate a Change Request by delivering to the other's Relationship Manager or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Human Resources Services Agreement - Schedule K - Systems Services Agreement-Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; (iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant: : (i) [***]* 2.4 Once submitted by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Systems Services Agreement-Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting"). 2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either: (a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process. 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.

Change Control Process. 2.1 Either Provider (a) Except as otherwise expressly provided in this Agreement, Triple-S has retained responsibility for establishing the standards and strategic direction of Triple-S (and its Affiliates) with respect to information technology outsourcing. (b) Supplier will not make any Changes, except in accordance with the Change Control Process and with Triple-S’s prior written approval (which Triple-S may grant or Company withhold in its discretion). Supplier shall not implement, and shall not be obligated to implement, any proposed Change for which Triple-S has not provided its prior written consent. (c) In exercising its discretion in determining whether to grant its approval to a Change, Triple-S may initiate consider, among other things, whether implementation of the Change would adversely affect the functionality, performance or resource efficiency of the Services, increase Triple-S’s internal costs or Supplier’s Charges to Triple-S under this Agreement or charges by other Triple-S suppliers to Triple-S, or if it would otherwise adversely affect Triple-S’s or its Affiliates’ business, operations or security. (d) The Parties agree that a Change Request by delivering may or may not result in additional charges or in an adjustment to the other's Relationship Manager charges. Supplier shall not be entitled to request an additional charge or his/her nominated representative a writing that describes an adjustment to the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared charges for a Change Request shall be tracked by reference unless, and only to the extent, (i) such Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any is a Material Change Request(defined in Schedule C (Charging Methodology), and shall approve it for further investigation(A) such Change (1) is not within the scope of the Services or Supplier’s Financial Responsibility under this Agreement, if deemed necessary. If the Parties agree that and (2) would increase Supplier’s costs to implement the Change Request requires further investigation, or to deliver the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In Services in accordance with Section 7.2, such Change; and (B) the Relationship Managers shall additional charge requested by Supplier for such Change must be responsible for keeping up reasonably related to date the status of each Change Request in the Change Request Log as the status net additional costs incurred by Supplier arising out of the Change Request changes through the Change Control Process. Human Resources Services Agreement - Schedule K - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless (after taking into account any reductions to Supplier’s costs arising out of which Party has proposed or investigated the Change). (e) With respect to any change in a Law, Provider shall prepare and submit to Company within [***]* Other Compliance Obligation or Triple-S Policy (or as otherwise agreed)any new Law, with Company's full cooperation and provision of any information reasonably requested by Provider, Other Compliance Obligation or Triple-S Policy) that either Party determines may require a preliminary report containing potential Change to the following information and analysis: (a) Such preliminary report shall containServices: (i) The Parties will mutually discuss the estimated costs associated potential Change to the Services, and based on such discussions, Supplier shall provide a proposed Change Order addressing such Change, to reflect how the Services would be modified to be in compliance with the Change;such changed or new Law, Other Compliance Obligation or Triple-S Policy (as applicable). (ii) With respect to any Change resulting from (x) a change in or a new Law or Other Compliance Obligation, or (y) a change in or a new Triple-S Policy (but only to the timeframe for implementing extent such change in or new Triple-S Policy was required in order to comply with an existing Law or Other Compliance Obligation or caused by a change in or a new Law or Other Compliance Obligation): (A) Supplier shall use Commercially Reasonable Efforts to implement the Change (including sufficiently in advance of the effective date of compliance with such changed or new Law or Other Compliance Obligation such that Triple-S has a reasonable amount of time to perform testing of any timing constraints);of Triple-S’s equipment, systems, processes or other items that may be impacted by such Change; and (iiiB) the preliminary technical or business case Supplier shall have financial responsibility for making the any such Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; except (iv) an initial analysis of the potential risks (if anyi) to Company or Provider if the Change extent that Triple-S is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis financially responsible as expressly set forth in Section 2.3(bSchedule C (Charges); or (ii) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as otherwise set forth in this Section 2.3(aSchedule C (Charges) or Schedule K (Reports), and shall provide such report as part of the Services. (bf) Company If an approved Change would result in New Services or a change in these General Terms and Provider shall review Conditions or any Schedule, the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare must be authorized via a Change Proposal describing the impact of the Change on the following elements of the Agreement, Order or a contract amendment or modification made pursuant to the extent relevant: [***]* 2.4 Once submitted by Provider, Company shall review the Change Proposal Section 26.3 (Contract Amendments and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting"Modifications). 2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either: (a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process. 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.

Change Control Process. 2.1 Either Provider This process encompasses the efforts required to establish and maintain a change control process for activities, processes, provisions and operations under the Agreement (the "Change Control Process"). The objectives of the Change Control Process are (i) to review each request for a change to the Agreement to determine whether such change is appropriate (a "Change Request"), (ii) to determine whether such change constitutes in-scope Services or Company may initiate a New Services, (iii) to prioritize all Change Requests and (iv) to minimize the risk of exceeding both time and cost estimates associated with the requested changes by identifying, documenting, quantifying, controlling, managing and communicating requested changes and their disposition. The Change Control Process shall identify the different roles, responsibilities and actions that shall be followed to implement the changes and the services to the Agreement. The Change Control Review Team, chaired by the Flagstar and ISSC Project Executives or their respective designess, shall be the focal point for all Change Requests, shall make the initial determination as to whether each Change Request by delivering to the other's Relationship Manager is "in-scope" or his/her nominated representative a writing that describes the Change and sets forth the reasons for it. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a Change Request shall be tracked by reference to the Change Request to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives New Service, shall be responsible for reviewing and considering any the assessment of the impact of each Change Request, and shall approve it be the source of direction for further investigation, if deemed necessary. If the Parties agree that the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status implementation of each Change Request Request. The Change Control Process shall include, at a minimum: a. Changes to the Agreement and Services may be requested by either Party. Since a change may affect the price, schedule or other terms, both the Flagstar and ISSC Project Executives must review and approve, in the writing, each Change Request Log before any Change Request is implemented. b. The Party proposing a Change Request will write a Change Request Form ("CRF"), describing the change, the rationale for the change and the effect that change will have, if completed, or the impact it will have, if rejected, on the Agreement and/or the Services. c. Flagstar's or ISSC's representative, as appropriate, will review the status proposed Change Request. If accepted, the CRF will be submitted to the other Party for review. If rejected, the CRF will be returned to the originator along with the reason for rejection. d. Flagstar's and ISSC's representatives will weigh the merits of the proposed Change Request and will decide whether further study of the Change Request changes through is in order. Approval of a CRF proposed by Flagstar for further study constitutes authorization by Flagstar for ISSC to proceed to investigate the CRF and invoice Flagstar for such costs incurred by ISSC for resources outside of the Annual Service Charge or beyond an established Baseline. Approval of a CRF proposed by ISSC for further study constitutes authorization by the Parties to further investigate and study the Change Control ProcessRequest without charge to Flagstar. e. ISSC will present the results of the study to the Flagstar Project Executive detailing the technical merits, effects on price, schedule, and impact on other terms, conditions and modifications that will result from implementation of the proposed Change Request. Human Resources Services Agreement - Schedule K - Final 1 October 18, 2001 Proprietary and Confidential International Paper / ExultThe Flagstar Project Executive shall then either approve or reject the Change Request. 2.3 For each f. Each approved Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare will be implemented through a written change authorization and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, as well as any changes or additions to policies, standards and procedures in accordance with which the Change is to be implemented; (iv) an initial analysis of the potential risks (if any) to Company or Provider if the Change is not implemented; (v) an estimate of the costs and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, Supplement and Schedules will be updated to reflect the extent relevant: [***]* 2.4 Once submitted by Providerchanges in scope, Company shall review the Change Proposal price or terms and conditions, as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting")appropriate. 2.5 At the Change Proposal Meeting, the Parties shall use reasonable endeavors to agree to either: (a) take no further action in respect of the proposed Change, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree to proceed in accordance with one of the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process. 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.

Change Control Process. 2.1 Either Provider Party may request additions, deletions or Company may initiate a amendments in respect of the development and implementation of the Ehave Companion Solution (“Change”). Changes shall be requested in writing signed by an authorized representative of the Party requesting the Change Request by delivering (“Change Request”). Ehave shall have no obligation to perform, and CHT shall have no obligation to pay for, services related to any proposed modification or change unless both Parties have agreed to the other's Relationship Manager modifications or his/her nominated representative a changes in writing that describes in accordance with the Change and sets procedures set forth the reasons for itherein. Provider shall assign a unique number to any such request and shall register the Change Request in the Change Request Log as described in Section 7.1. Each Change Proposal that may be prepared for a The Change Request shall be tracked by reference include a reasonably detailed description of the scope and nature of the requested Change. If CHT desires a Change, Ehave shall evaluate the feasibility of such change as it relates to the Change Request proposed Field of Use. As soon as reasonably possible after receipt of CHT’s request, Ehave agrees to which it relates. 2.2 Each Party's respective Relationship Manager or his/her nominated representatives shall be responsible for reviewing and considering any Change Request, and shall approve it for further investigationprovide CHT with a written estimate of the cost, if deemed necessary. If any, of and the Parties agree that timing to implement the Change Request requires further investigation, the Company and Provider Relationship Managers shall authorize such investigation, which shall be performed as required by Provider and/or Company. In accordance with Section 7.2, the Relationship Managers shall be responsible for keeping up to date the status of each Change Request in the Change Request Log as the status of the Change Request changes through the Change Control Process. Human Resources Services Agreement - Schedule K - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult 2.3 For each Change Request that the Parties have approved for further investigation, regardless of which Party has proposed or investigated the Change, Provider shall prepare and submit to Company within [***]* (or as otherwise agreed), with Company's full cooperation and provision of any information reasonably requested by Provider, a preliminary report containing the following information and analysis: (a) Such preliminary report shall contain: (i) the estimated costs associated with the Change; (ii) the timeframe for implementing the Change (including any timing constraints); (iii) the preliminary technical or business case for making the Change, Changes as well as any changes or additions additional terms and conditions related to policiessuch Changes. The costs, standards and procedures if any, associated with the development of such estimate shall be borne by CHT. Upon CHT’s approval in accordance with which the Change is to be implemented; (iv) an initial analysis writing of the potential risks (if any) cost estimate and any additional terms and conditions related to Company or Provider if the Change is not implemented; (v) an estimate of the costs such Changes, including delivery dates and expenses associated with preparing a comprehensive Change Proposal containing the information and analysis set forth in Section 2.3(b) below (the "Estimate"). Provider shall bear the costs of preparing the preliminary report and Estimate as set forth in this Section 2.3(a), and shall provide such report as part of the Services. (b) Company and Provider shall review the preliminary report and Company shall, within [***]* after deliver of such preliminary report, either (1) instruct Provider to prepare a comprehensive Change Proposal as set forth in this Section 2.3(b), or (2) notify the Provider that it does not wish to proceed with the Change. Where Company has instructed Provider to prepare a comprehensive Change Proposal, [***]* (or as otherwise agreed) after receiving such instruction, Provider shall prepare a Change Proposal describing the impact of the Change on the following elements of the Agreement, to the extent relevant: [***]* 2.4 Once submitted payment terms provided by Provider, Company shall review the Change Proposal and as soon as reasonably practicable, and in any event not more than [***]* (or as otherwise agreed) after receipt of the Change Proposal, either: (a) the Parties may approve the Change Proposal in which case the Change Proposal shall be signed by the Relationship Managers and the Change incorporated in accordance with Section 3.0 below; (b) Company may notify Provider that it does not wish to proceed with the Change, in which case no further action shall be taken in respect of the Change Proposal; provided, however, that Provider shall be entitled to charge Company for its reasonable costs associated with preparing the Change Proposal, but not to exceed the Estimate (and not -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule K - Final 2 October 18, 2001 Proprietary and Confidential International Paper / Exult including any costs incurred in preparing the preliminary report or Estimate described in Section 2.3(a) above); or (c) either Party may request that it and the other Party meet to discuss the Change Proposal (such meeting to be referred to as the "Change Proposal Meeting"). 2.5 At the Change Proposal MeetingEhave, the Parties shall use revise the Specifications and Implementation Plan and shall replace the Specifications and Implementation Plan attached hereto as Schedules “1” and “2”, and Ehave shall develop and implement the Change as so agreed. Changes shall be subject to acceptance testing by CHT prior to being deployed into production in accordance with procedures described in Section 3(d) or as otherwise agreed by the parties in writing. Ehave shall not refuse to accept a CHT Change request unless it is unable to make the Change requested using commercially reasonable endeavors efforts, in which event Ehave will provide an explanation to CHT; or Ehave and CHT fail to agree on the terms and conditions related to either: (a) take no further action the performance of such Change, including the costs, if any. If a mutually acceptable resolution is not reached in respect of the proposed Changea CHT Change request, in which case no further action shall be taken in respect of the Change Proposal; (b) acquire further information before deciding whether to proceed with the Change; (c) amend some or all of the contents of the Change Proposal, which Provider will incorporate into a revised version of the Change Proposal; or (d) proceed with the Change as detailed in the Change Proposal in which case the Change Proposal shall be signed and the Change incorporated in accordance with Section 3.0. 2.6 In the event that the Parties agree may submit the issue to proceed in accordance with one of the options detailed in mediation pursuant to Section 2.5(b) or 2.5(c) above, then the Parties shall gather any necessary information and/or Provider shall prepare a revised version of the relevant Change Proposal, upon which the Parties shall decide whether to proceed in accordance with Section 2.5(a)-(d) above. The Parties shall continue to go through the process detailed above until such time as a final resolution is made by the Parties. The Parties shall act in good faith at all times during such process19(b). 2.7 If the Parties' Relationship Managers agree to a Change prior to any investigation conducted by either Party, Provider shall in any event prepare a Change Proposal in accordance with Section 2.3 and submit such Change Proposal for review and approval in accordance with Section 2.4.