Common use of Change Request Clause in Contracts

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementation; (ii) the rights and obligations of the Parties under this Agreement or any SOW; (iii) the Services; (iv) the Service Levels or KPIs; (v) an increase or decrease to the Fees; and (vi) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI initiates a Regular Change Request, TI will prepare and include a Change Proposal with the Regular Change Request. (c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will implement the Change in accordance with the particulars of the Change Order. (e) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUSTI, TI TELUS will prepare a proposal (a the “Change Proposal”) within ten the earlier of: (10i) fifteen (15) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change Request relates to a service being provided by TI under a contract with a Transferred TIDS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred TIDS Customer for providing a proposal to the Transferred TIDS Customer, which timeframe TI will communicate to TELUS as part of the Change Request. The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementationto implement the Change; (ii) the time required to implement the Change; (iii) any revisions to the rights and obligations of the Parties under this Agreement or any SOW; (iii) relating to the ServicesServices affected by the Change; (iv) a description of the Service Levels or KPIsServices to be provided, assuming implementation of the Change; (v) an any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vivii) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI TELUS initiates a Regular the Change Request, TI then TELUS will prepare and include a Change Proposal with the Regular Change Request. (c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada or the United States and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada or the United States for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup. (d) TI will provide TI TELUS with a written response to the Change Proposal within (i) ten (10) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties, ) of receipt of the Change Proposal from TITELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred TIDS Customer, a number of Business Days which allows the parties to comply with any mandated timeframe in the contract with the Transferred TIDS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TELUS’ TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS TI or notice of additional time required by TELUS TI to consider the Change Proposal. (de) Any Change Proposal approved by TELUS TI without modification, or any counter-proposal made by TELUS TI and accepted by TITELUS, will constitute a Change Order, and TI TELUS will implement the Change in accordance with the particulars of the Change Order. (ef) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute Dispute, to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUSTI, TI TELUS will prepare a proposal (a the “Change Proposal”) within ten the earlier of: (10i) fifteen (15) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change relates to a service being provided by TI under a contract with a Transferred MITS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred MITS Customer for providing a proposal to the Transferred MITS Customer, which timeframe TI will communicate to TELUS as part of the Change Request. The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementationto implement the Change; (ii) the time required to implement the Change; (iii) any revisions to the rights and obligations of the Parties under this Agreement or any SOW; (iii) relating to the ServicesServices affected by the Change; (iv) a description of the Service Levels or KPIsServices to be provided, assuming implementation of the Change; (v) an any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vivii) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI TELUS initiates a Regular the Change Request, TI then TELUS will prepare and include a Change Proposal with the Regular Change Request. (c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup. (d) TI will provide TI TELUS with a written response to the Change Proposal within within: (i) ten (10) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties, ) of receipt of the Change Proposal from TITELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred MITS Customer, a number of Business Days which allows the Parties to comply with any mandated timeframe in the contract with the Transferred MITS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TELUS’ TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS TI or notice of additional time required by TELUS TI to consider the Change Proposal. (de) Any Change Proposal approved by TELUS TI without modification, or any counter-proposal made by TELUS TI and accepted by TITELUS, will constitute a Change Order, and TI TELUS will implement the Change in accordance with the particulars of the Change Order. (ef) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute Dispute, to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following 13.1 The Buyer may in writing request the delivery Contractor from time to time to undertake changes to any part of a Regular the Equipment (“Change Request”). In the event that any changes in the Equipment is requested, the following provisions will applyParties hereby agree that the procedures set out in this 13.2 Unless otherwise agreed, upon the Buyer’s written request to the Contractor pursuant to Clause 13.1 above, the Contractor shall promptly and, no later than seven (7) days from the date of the Buyer’s aforesaid written request, provide the Buyer with a change order proposal containing reasonable details of the following: (a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a 13.2.1 description of the Equipment and the materials to be provided under the Change Request; 13.2.2 the impact to the Delivery Schedule; 13.2.3 any adjustments to the Contract Price including downward adjustments where appropriate; 13.2.4 any modifications to the Specifications, Documentation and any other documentation; 13.2.5 any other effect of the proposed Change Request on the following (to the extent applicable having regard to the nature supply of the proposed Change): (i) the cost of implementation; (ii) the rights and obligations of the Parties under this Agreement or any SOW; (iii) the Services; (iv) the Service Levels or KPIs; (v) an increase or decrease to the FeesEquipment or; and (vi) 13.2.6 any other relevant matter related to this Agreement information (including without limitation any data, calculation, plans, drawings, projections or any SOW evaluation) that will be materially impactedthe Buyer may request. (b) 13.3 The Buyer shall evaluate the change order proposal submitted by the Contractor. If TI initiates the Buyer at its sole discretion opts to proceed with the proposed changes, the Parties shall sign a Regular Change Request, TI will prepare and include a Change Proposal with the Regular Change Request. (c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will . The Contractor shall promptly implement the Change agreed changes in accordance with the particulars Change Request and shall incorporate all changes, modifications, variations, alterations arising from or connected with the Change Request in the Equipment and related documents including but not limited to the Specifications, the Documentation, and other agreed annexes (collectively referred to as “the affected documents”) and give revised copies of the Change Orderaffected documents to the Buyer provided always that the Buyer accepts such changes to the affected documents. (e) If 13.4 All Change Requests shall form an integral part of this Agreement as an addendum to this Agreement. The Contractor shall only commence works based on the Parties disagree on any matter relating to a Regular Change Request only when the matter will be treated as Change Request has been duly signed by the authorised representative of the Buyer and the Contractor. Until a Dispute to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution ProcessChange Request is duly signed by both Parties, the Regular Contractor will continue to supply and be paid for the Equipment as if the Change Request will be deemed to have had not been rejectedmade.

Change Request. Following 14.1 The Company may in writing request the delivery Contractor from time to time to undertake changes to any part of a Regular Change Requestthe Works. In the event that any changes in the scope of the Works is requested, the following provisions will applyParties hereby agree that the procedures set out in this Article 14 shall be adhered to in effecting any such variation. 14.2 Unless otherwise agreed, upon the Company’s written request to the Contractor pursuant to Clause 14.1 above, the Contractor shall promptly and, no later than seven (7) days from the date of the Company’s aforesaid written request, provide the Company with a change order proposal containing reasonable details of the following: (a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a 14.2.1 description of the works to be performed and the materials to be provided under the Change Request; 14.2.2 the impact to the Project Schedule; 14.2.3 any adjustments to the Contract Price including downward adjustments where appropriate; 14.2.4 any modifications to the Specifications, Documentation and any other documentation; 14.2.5 any other effect of the proposed Change Request on the following (to the extent applicable having regard to the nature performance of the proposed Change): (i) the cost of implementation; (ii) the rights and obligations of the Parties under this Agreement or any SOW; (iii) the Services; (iv) the Service Levels or KPIs; (v) an increase or decrease to the FeesWorks; and (vi) 14.2.6 any other relevant matter related to this Agreement information (including without limitation any data, calculation, plans, drawings, projections or any SOW evaluation) that will be materially impactedthe Company may request. (b) 14.3 The Company shall evaluate the change order proposal submitted by the Contractor. If TI initiates a Regular Change Requestthe Company at its sole discretion opts to proceed with the proposed changes, TI will prepare and include the Parties shall sign a Change Proposal with Request in the Regular Change Request. (c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will form set out in Annex F. The Contractors shall promptly implement the Change agreed changes in accordance with the particulars Change Request and shall incorporate all changes, modifications, variations, alterations arising from or connected with the Change Request in the Works and related documents including but not limited to the Specifications, the Documentation, and other agreed annexes (collectively referred to as “the affected documents”) and give revised copies of the Change Orderaffected documents to the Company provided always that the Company accepts such changes to the affected documents. (e) If 14.4 All Change Requests shall form an integral part of this Agreement as an addendum to this Agreement. The Contractor shall only commence works based on the Parties disagree on any matter relating to a Regular Change Request when the matter will be treated as Change Request has been duly signed by the authorized representative of the Company and the Contractor. Until a Dispute to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution ProcessChange Request is duly signed by both Parties, the Regular Contractor will continue to perform and be paid for the performance of the Works as if the Change Request will be deemed to have had not been rejectedmade.

Change Request. Following 8.1 Either party may propose changes to the delivery scope or execution of the Works but no proposed changes shall come into effect until a Regular relevant Change Request, Request has been agreed by You. A Change Request shall be a document setting out the following provisions proposed changes and the effect that those changes will applyhave on: (a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change the Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementation; (iib) the rights and obligations of the Parties under this Agreement or any SOWCharges; (iiic) the Services; Milestone(s) and Deliverables for the Works (iv) the Service Levels or KPIs; (v) an increase or decrease to the Feesif applicable); and (vid) any of the other terms of the relevant matter related Proposal. 8.2 If We wish to this Agreement or any SOW that will be materially impactedmake a change to the Works We shall record the Change Request in a central location made available to You. 8.3 If You wish to make a change to the Works: (a) You shall notify Us in writing and provide as much detail as We reasonably require of the proposed changes, including the timing of the proposed change; and (b) We shall, as soon as reasonably practicable after receiving the information at Clause 8.3(a), record the Change Request in a central location made available to You. 8.4 If TI initiates the parties: (a) agree to a Regular Change Request, TI You shall agree to it in writing (email will prepare suffice) and include that Change Request shall amend the relevant Proposal; or (b) are unable to agree a Change Proposal Request, either party may require the disagreement to be dealt with the Regular Change Request. (c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will implement the Change in accordance with the particulars dispute resolution procedure in Clause 29 (Multi-tiered dispute resolution procedure). 8.5 We may charge for the time We spend on preparing and negotiating Change Requests which implement changes proposed by You pursuant to Clause 8.3 on a time and materials basis at Our Hourly Rates specified in Schedule 3. 8.6 For the avoidance of doubt, in addition to Clause 8.2, We shall be able to implement a Change Request where necessary to comply with any applicable law, safety or security requirement, which do not materially affect the nature or quality of the Change Order. (e) If the Parties disagree on services, and We shall notify You in any matter relating to a Regular Change Request the matter will be treated such event, although approval is not needed, any such obligations that arise as a Dispute result of such event or discovery shall entitle Us to be resolved pursuant to re-cost in its entirety the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejectedProposal.