Common use of Change in Services or Access to Facilities Clause in Contracts

Change in Services or Access to Facilities. (a) Subject to Section 2.09, a Provider may, from time to time, reasonably supplement, modify, substitute or otherwise alter (“Change”) the Services and access to the Facilities provided by it in a manner that does not adversely affect in any material respect the quality or availability of such Services or access to such Facilities or increase the cost to Recipient of receiving or using such Services or accessing such Facilities; provided, that to the extent that any such Change is reasonably likely to modify, substitute or otherwise alter the receipt or use of such Services or access to such Facilities, Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of the implementation of the Change to the extent practicable under the circumstances. (b) Each Recipient may request in writing any Change to a Service or access to a Facility, which request shall include a description of the proposed Change requested and the associated business specifications (“Change Request”). Provider shall have ten (10) Business Days from the date of receipt of the Change Request (unless otherwise mutually agreed in writing by the Parties) to provide Recipient with a written proposal (“Change Request Proposal”), prepared at the Agreed Price at Recipient’s expense. Provider and Recipient shall then engage in good faith negotiations regarding such Change Request, including with regard to the estimated time and price of implementing the Change Request (including any Third-Party Consents necessary to implement the Change Request) and any potential impact of the Change Request on then-existing Services or access to Facilities. For the avoidance of doubt, the estimated price for any Change Request shall be determined using the Agreed Price. If the Parties agree in writing upon a Change Request Proposal or a written variation thereof, the Schedules hereto (if applicable) shall be deemed amended to include the terms and conditions of such agreed-upon Change Request. (c) Notwithstanding the foregoing, if a Change is required by applicable Law or is in response to a New Security Threat, a Provider shall make, at its own initiative or upon the request of a Recipient, any and all changes to the Services or the access to the Facilities necessary to comply with applicable Law and any changes thereto or to respond to such New Security Threat (any such changes to the Services or access to the Facilities, a “Required Change”); provided that (i) such Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of the implementation of any Required Changes, and (ii) any disputes arising in connection therewith shall be rapidly and timely escalated and resolved in accordance with Section 7.09(a)(i) hereof on an expedited basis. The Recipient shall pay to the Provider the Agreed Price for such Required Change and any related Pass Through Charges incurred by the Provider in making any Required Changes and will pay any incremental Agreed Price and related Pass Through Charges incurred by the Provider in providing the Services or providing access to the Facilities after implementation of the Required Change. The Recipient will receive the benefits of any incremental reduction in the Agreed Price enjoyed by the Provider in providing the Services or providing access to the Facility after implementation of the Required Change; provided, that with respect to a change in Law or New Security Threat that is applicable to the businesses of both Provider and the Recipient, the Parties will share on a pro rata basis in the Agreed Price and related Pass Through Charges incurred by the Provider in making any Required Change, the incremental Agreed Price and related Pass Through Charges incurred by the Provider in providing the Services after implementation of the Required Change and the benefits of any incremental reduction in the Agreed Price enjoyed by the Provider in providing the Services after implementation of the Required Change. Each Party shall promptly notify the other Party in writing of any changes in applicable Law or New Security Threat that may relate to the provision or receipt of the Services or access to the Facilities.

Change in Services or Access to Facilities. (a) Subject to Section 2.09, a Provider may, from time to time, reasonably supplement, modify, substitute or otherwise alter (“Change”) the Services and access to the Facilities provided by it in a manner that does not adversely affect in any material respect the quality or availability of such Services or access to such Facilities or increase the cost to Recipient of receiving or using such Services or accessing such Facilities; provided, that to the extent that any such Change is reasonably likely to modify, substitute or otherwise alter the receipt or use of such Services or access to such Facilities, Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of the implementation of the Change to the extent practicable under the circumstances. (b) Each Recipient may request in writing any Change to a Service or access to a Facility, which request shall include a description of the proposed Change requested and the associated business specifications (a “Change Request”); provided, however, that any proposed Change requested pursuant to such Change Request shall not result in any material change to the manner of provision or the contents of the Services or access to the Facilities that are the subject of such Change Request; provided further, however, that (i) any upgrades or changes to a Service or access to a Facility that are made in the ordinary course of business, including but not limited to, system upgrades, configuration changes, changes to the environment and installation of new releases, shall in no event be regarded as “material changes” and (ii) any disputes as to whether a Change Request results in any “material change” shall be resolved in accordance with Section 7.09(a)(i). Provider shall have ten (10) Business Days from the date of receipt of the Change Request (unless otherwise mutually agreed in writing by the Parties) to provide Recipient with a written proposal (a “Change Request Proposal”), prepared at the Agreed Price at Recipient’s expense. Provider and Recipient shall then engage in good faith negotiations regarding such Change Request, including with regard to the estimated time and price of implementing the Change Request (including any Third-Party Consents necessary to implement the Change Request) and any potential impact of the Change Request on then-existing Services or access to Facilities. For the avoidance of doubt, the estimated price for any Change Request shall be determined using the Agreed Price. If the Parties agree in writing upon a Change Request Proposal or a written variation thereof, the Schedules hereto (if applicable) shall be deemed amended to include the terms and conditions of such agreed-upon Change Request. (c) Notwithstanding the foregoing, if a Change is required by applicable Law or is in response to a New Security Threat, a Provider shall make, at its own initiative or upon the request of a Recipient, any and all changes to the Services or the access to the Facilities necessary to comply with applicable Law and any changes thereto or to respond to such New Security Threat (any such changes to the Services or access to the Facilities, a “Required Change”); provided provided, that (i) such Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of the implementation of any Required Changes, and (ii) any disputes arising in connection therewith shall be rapidly and timely escalated and resolved in accordance with Section 7.09(a)(i) hereof on an expedited basis. The Recipient shall pay to the Provider the Agreed Price for such Required Change and any related Pass Pass-Through Charges incurred by the Provider in making any Required Changes and will pay any incremental Agreed Price and related Pass Pass-Through Charges incurred by the Provider in providing the Services or providing access to the Facilities after implementation of the Required Change. The Recipient will receive the benefits of any incremental reduction in the Agreed Price enjoyed by the Provider in providing the Services or providing access to the Facility after implementation of the Required Change; provided, that with respect to a change in Law or New Security Threat that is applicable to the businesses of both Provider and the Recipient, the Parties will share on a pro rata basis in the Agreed Price and related Pass Pass-Through Charges incurred by the Provider in making any Required Change, the incremental Agreed Price and related Pass Pass-Through Charges incurred by the Provider in providing the Services after implementation of the Required Change and the benefits of any incremental reduction in the Agreed Price enjoyed by the Provider in providing the Services after implementation of the Required Change. Each Party shall promptly notify the other Party in writing of any changes in applicable Law or New Security Threat that may relate to the provision or receipt of the Services or access to the Facilities.

Change in Services or Access to Facilities. (a) Subject to Section 2.09, a Provider may, from time to time, reasonably add, supplement, modify, substitute or otherwise alter (“Change”) the Services and access to the Facilities provided by it in a manner that does not (i) adversely affect in any material respect (x) the quality or availability of such Services or access to such Facilities or (y) with respect to Changes made by a Provider that are not pursuant to a Change Request from a Recipient, the liability or risk associated with receiving the applicable Services or access to the Facilities, or (ii) increase the cost to the Recipient of receiving or using such Services or accessing such Facilities; providedprovided that, that to the extent that any such Change is reasonably likely to modify, substitute or otherwise alter the receipt or use of such Services or access to such Facilities, the Provider shall provide such Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of the implementation of the Change to the extent practicable under the circumstancesChange. (b) Each Recipient The Contract Manager, on behalf of a Party or its Affiliate that is a Recipient, may request in writing any Change to a Service or access to a Facility, which request shall include a description of the proposed Change requested and the associated business specifications (“Change Request”). The Provider shall have ten (10) Business Days from the date of receipt of the Change Request (unless otherwise mutually agreed in writing by the Parties) to provide Recipient the applicable Contract Manager with a written proposal (“Change Request Proposal”), prepared at the Agreed Price at such Recipient’s expense. Provider The Provider, the Recipient and Recipient both Contract Managers shall then engage use commercially reasonable efforts to negotiate in good faith negotiations regarding such Change Requestreasonably practicable terms for implementing the proposed Change, including with regard to the estimated time and price of implementing the proposed Change Request (including any Set-Up Costs and Third-Party Consents necessary to implement the Change Requestproposed Change) and any potential impact of the proposed Change Request on then-existing Services or access to Facilities. For the avoidance of doubt, the estimated price for any Change Request shall be determined using the Agreed Price. If the Parties agree in writing upon a Change Request Proposal or a written variation thereof, the Schedules hereto (if applicable) shall be deemed amended to include the terms and conditions of such agreed-upon Change RequestRequest (including the Agreed Price for such Change and any related Pass-Through Charges and any modifications to the Service Charge or to the Agreed Price and related Pass-Through Charges for such Service or access to such Facility on account thereof). (c) Notwithstanding the foregoing, if a Change is required by applicable Law or is in response to a New Security Threat, a Provider shall make, at its own initiative or upon the request of a Recipientthe Contract Manager for the Party or its Affiliate that is the Recipient of the applicable Services or access to Facilities of such Provider, any and all changes to the Services or the access to the Facilities necessary to comply with applicable Law and any changes thereto or to respond to such New Security Threat (any such changes to the Services or access to the Facilities, a “Required Change”); provided that (i) such Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager for such Recipient of the implementation of any Required Changes, and (ii) any disputes arising in connection therewith shall be rapidly and timely escalated and resolved in accordance with Section 7.09(a)(i) hereof on an expedited basis. The Recipient shall pay to the Provider the Agreed Price for such Required Change and any related Pass Set-Up Costs and Pass-Through Charges incurred by the such Provider in making any Required Changes and will shall pay any incremental Agreed Price and related Pass Pass-Through Charges incurred by the such Provider in providing the Services or providing access to the Facilities after implementation of the Required Change. The Recipient will shall receive the benefits of any incremental reduction in the Agreed Price enjoyed by the Provider in providing the Services or providing access to the Facility after implementation of the Required Change; providedprovided that, that with respect to a change in Law or New Security Threat that is applicable to the businesses of both Provider and the Recipient, the Parties will shall share on a pro rata basis in the Agreed Price and related Pass Set-Up Costs and Pass-Through Charges incurred by the Provider in making any Required Change, the incremental Agreed Price and related Pass Pass-Through Charges incurred by the such Provider in providing the Services after implementation of the Required Change and the benefits of any incremental reduction in the Agreed Price enjoyed by the such Provider in providing the Services after implementation of the Required Change. Each Party shall promptly notify the other Party in writing of any changes in applicable Law or New Security Threat that may relate to the provision or receipt of the Services or access to the Facilities. (d) Notwithstanding the foregoing, Schedule 2.12(d) sets forth (1) the project based Changes that the Parties currently anticipate that MSS will need to make for the Company in 2017 relating to enabling functions to policy administration related Services, including policy administration systems, related systems and operations, (2) whether, for each Change thereon, such Change will be treated as a Required Change and (3) the anticipated actual spend for such Changes (the “Enabling Changes Anticipated Spend”). The actual charges will be determined using the existing MSS/MetLife full-time employee rates then in effect in addition to any applicable third-party costs. During the calendar year, the Company will be invoiced on a monthly basis in accordance with Section 3.01 at 1/12 of the Enabling Changes Anticipated Spend, unless the Parties mutually agree otherwise in writing. MSS shall provide monthly reports in a format mutually agreed to by the Contract Managers showing the actual spend as compared to the Enabling Changes Anticipated Spend. In the first month of the following calendar year, MSS and the Company will reconcile the Enabling Changes Anticipated Spend and the actual spend and any difference from the Enabling Changes Anticipated Spend shall be invoiced and paid by or credited to the Company as the case may be; provided that regardless of the actual spend, the Company must pay for (A) no less than 90%, and no more than 110%, of the IT component of the Enabling Changes Anticipated Spend and (B) no less than 100%, and no more than 110%, of the non-IT component of the Enabling Changes Anticipated Spend, in each case unless the Contract Managers otherwise agree in writing. For the avoidance of doubt, if the work that MSS performs is going to exceed 110% of the IT component of the Enabling Changes Anticipated Spend or 110% of the non-IT component of the Enabling Changes Anticipated Spend on an annual basis, then it will confer with the Company and shall (x) not undertake the work that will cause the maximum to be exceeded, (y) cease work once the maximum is equaled or (z) exceed the maximum only with the written approval of the Company and the Company will pay for any overage in excess of the maximum as may be agreed upon by the Contract Managers in writing. (i) From time to time during a calendar year, the Parties may agree to modify the contents of Schedule 2.12(d) but in no event shall the annual amount that the Company is obligated to pay fall below 90%, of the IT component of the Enabling Changes Anticipated Spend and 100% of the non-IT component of the Enabling Changes Anticipated Spend. Such modification of Schedule 2.12(d) (A) will require the mutual consent of the Contract Managers and (B) may include the reallocation of the resources that would be used for such Changes for work in connection with data migration, the charges for which shall be calculated in the same manner as set forth in the second sentence of Section 2.12(d) and which charges shall count towards the Company’s fulfilment of the Enabling Changes Anticipated Spend. Any disputes in connection with such modification of Schedule 2.12(d), including whether a Change should be a Required Change, shall be timely escalated and resolved in accordance with Section 7.09(a)(i). (ii) For each year that MSS will provide to the Company enabling functions to policy administration related Services hereunder, the Parties will meet and revise Schedule 2.12(d) for the such year by no later than September 1 of the previous year (including revising the Enabling Changes Anticipated Spend for the upcoming year) and the Contract Managers will approve the revisions; provided, that MSS will be required to provide Changes that constitute “BAU” (business as usual) enabling functions (e.g., functional maintenance, operational enhancements and regulatory requirements) for the duration of time that MSS provides policy administration related Services to the Company; provided further, that MSS will have no obligation to provide Changes that constitute “discretionary” enabling functions (e.g., anything other than BAU enabling functions, including any new product development work) after December 31, 2018. (iii) Notwithstanding any other provision of this Agreement, including Section 6.01, the Company may only cease receiving the Changes under this Section 2.12(d) and cease paying the monthly portion of the applicable Enabling Changes Anticipated Spend upon the Company giving MSS six (6) months’ prior written notice of termination of receipt of such Changes (for the avoidance of doubt, the Changes may continue through such six (6) month period).