Common use of Changes to Specifications Clause in Contracts

Changes to Specifications. (a) Material changes to requirements contained in the Scope of Work that occur during the term of the Scope of Work shall be estimated separately. Any new requirements to specifications and changes to the costs thereof contained in the Scope of Work shall require the signatures of the authorized representative of the parties hereto prior to commencement of services relating thereto. (b) A separate estimate and approval process shall not be required when SOFTSERVE reasonably determines that new functionality simply replaces previously defined functionality (not yet implemented) and the changes will not adversely impact delivery schedules and/or change costs to be payable by CLIENT for such Services. (c) Either party may request changes to a Scope of Work by preparing and submitting a written proposal (“Change Authorization”), which sets forth any modifications needed to complete the applicable Scope of Work, including changes to the specifications, charges, assumptions, scope, scheduling or other terms. An executed Change Authorization or other written agreement approved and signed by both parties is the only means of modifying a Scope of Work. When both parties sign the Change Authorization, the change will become a part of the Scope of Work as of the date of the last signature. The most recent Change Authorization will modify and take precedence over any inconsistent terms of either the Scope of Work or any previous Change Authorizations. Neither party is obligated to execute a Change Authorization but both parties agree to use reasonable commercial efforts to address and resolve any requests for Change Authorizations. (d) In particular, if CLIENT seeks to make a Change Authorization to (i) amend, modify or change the Services and/or Deliverables specified in a Scope of Work or (ii) change the way such Services are billed pursuant to a Scope of Work (i.e. Time and Material, or Fixed Price basis), CLIENT will pursue a Change Authorization subject to compliance with the following procedures: (i) Submission of Request. CLIENT will submit all Change Authorization Requests in writing to SOFTSERVE (hereinafter “Change Request”). (ii) SOFTSERVE Response. SOFTSERVE will evaluate each Change Request as soon as possible, but not later than five (5) business days following SOFTSERVE’s receipt of the Change Request. If SOFTSERVE determines in its best business judgment that it cannot accept the Change Request, SOFTSERVE will provide a written response to CLIENT within such five (5) business day period. If CLIENT’s Change Request is acceptable to SOFTSERVE, SOFTSERVE will provide CLIENT a written Change Authorization Request Proposal (“Change Request Proposal”) in the form of either an addendum to the related Scope of Work and/or a new Scope of Work, as appropriate. The Change Request Proposal will include, but not be limited to, a statement of the availability of SOFTSERVE’s personnel and resources and the cost and schedule impact, if any. If CLIENT elects to authorize SOFTSERVE’s Change Request Proposal, CLIENT will, as soon as possible, but not later than ten (10) business days after receipt of the Change Request Proposal, return a duly signed copy of the Change Request Proposal to SOFTSERVE. Change Request Proposal evaluation and drafting time will be charged/billed by SOFTSERVE upon the same rates and terms as are in effect under the current/applicable Scope of Work (and any Appendix thereto) to which the Change Request Proposal shall apply.

Changes to Specifications. All Goods shipped by SUPPLIER to BUYER will conform to the existing Specifications. SUPPLIER have the right to change the Specifications of Goods under the request of BUYER, if Parties agree upon changes in written (ahereinafter “Engineering Change Order”) Material in a form TELTONIKA EMS; Engineering Change Order Form, of latest revision. If any changes to requirements contained in Specifications of Goods, agreed by the Scope of Work Parties, occurs that occur during affects the term price, delivery, terms, quality or performance of the Scope Goods, reasonable adjustment will be negotiated and agreed between the Parties in written prior to the implementation of Work any changes. Any changes must be agreed no later than thirty (30) calendar days after the initiation of changes of Specifications, i.e, the respective Appendix 1 (Pricing) shall be estimated separatelyrevised and replaced. Any new requirements Upon receiving notice from BUYER of an Engineering Change Order that affects existing open Purchase Orders or volume that BUYER has committed according to specifications and changes Purchasing Orders or Forecast, that results in a Component or assembly becoming obsolete SUPPLIER accepts full liability for such components. Within a reasonable period after receiving such notice, SUPPLIER will provide BUYER with an analysis of BUYER’s liability to the costs thereof contained in the Scope of Work shall require the signatures of the authorized representative of the parties hereto prior to commencement of services relating thereto. (b) A separate estimate and approval process shall not be required when SOFTSERVE reasonably determines that new functionality simply replaces previously defined functionality (not yet implemented) and the changes will not adversely impact delivery schedules and/or change costs SUPPLIER for Components acquired or scheduled to be payable by CLIENT for such Services. acquired to manufacture Goods. BUYER must buy from SUPPLIER all obsolete components or assemblies within thirty (c30) Either party may request changes to a Scope calendar days from receiving SUPPLIERS notification. Changes in Specifications of Work by preparing and submitting a written proposal (“Change Authorization”), which sets forth any modifications needed to complete the applicable Scope of Work, including changes to the specifications, charges, assumptions, scope, scheduling or other terms. An executed Change Authorization or other written agreement approved and signed by both parties is the only means of modifying a Scope of Work. When both parties sign the Change Authorization, the change will become a part of the Scope of Work as of the date of the last signature. The most recent Change Authorization will modify and take precedence over any inconsistent terms of either the Scope of Work or any previous Change Authorizations. Neither party is obligated to execute a Change Authorization but both parties agree to use reasonable commercial efforts to address and resolve any requests for Change Authorizations. (d) In particular, if CLIENT seeks to make a Change Authorization to (i) amend, modify or change the Services and/or Deliverables specified in a Scope of Work or (ii) change the way such Services are billed pursuant to a Scope of Work (i.e. Time and Material, or Fixed Price basis), CLIENT will pursue a Change Authorization subject to compliance with the following proceduresGoods can be agreed: (i) Submission of Request. CLIENT will submit all Change Authorization Requests in writing to SOFTSERVE (hereinafter “Change Request”).if SUPPLIER have not manufactured the Goods under the existing Specifications; or (ii) SOFTSERVE Responseif BUYER have started manufacturing the Goods under the existing Specifications. SOFTSERVE In this case BUYER is liable to pay the agreed price of work in progress (Goods) and the additional cost of implementing the changes to work in progress. However, SUPPLIER will evaluate each Change Request assist BUYER to determine whether current work in progress should be completed, scrapped or shipped "as soon as possibleis". After an agreed date between the Parties for implementing changes in Specification of Goods, but not later than five (5) business days following SOFTSERVE’s receipt of the Change Request. If SOFTSERVE determines in its best business judgment that it cannot accept the Change Request, SOFTSERVE all Goods shipped by SUPPLIER will provide a written response to CLIENT within such five (5) business day period. If CLIENT’s Change Request is acceptable to SOFTSERVE, SOFTSERVE will provide CLIENT a written Change Authorization Request Proposal (“Change Request Proposal”) in the form of either an addendum conform to the related Scope of Work and/or a new Scope of Work, as appropriate. The Change Request Proposal will include, but not be limited to, a statement of the availability of SOFTSERVE’s personnel and resources and the cost and schedule impact, if any. If CLIENT elects to authorize SOFTSERVE’s Change Request Proposal, CLIENT will, as soon as possible, but not later than ten (10) business days after receipt of the Change Request Proposal, return a duly signed copy of the Change Request Proposal to SOFTSERVE. Change Request Proposal evaluation and drafting time will be charged/billed by SOFTSERVE upon the same rates and terms as are in effect under the current/applicable Scope of Work (and any Appendix thereto) to which the Change Request Proposal shall applychanged Specifications.

Changes to Specifications. (a) Material changes to requirements contained in the Scope of Work that occur during the term of the Scope of Work shall be estimated separately. Any new requirements to specifications and changes to the costs thereof contained in the Scope of Work shall require the signatures of the authorized representative of the parties hereto prior to commencement of services relating thereto. (b) A separate estimate and approval process shall not be required when the Client and SOFTSERVE reasonably determines agree that new functionality simply replaces previously defined functionality (not yet implemented) and the changes will not adversely impact delivery schedules and/or change costs to be payable by CLIENT for such Servicesschedules. (c) Either party may request changes to a Scope of Work by preparing and submitting a written proposal (“Change Authorization”), which sets forth any modifications needed to complete the applicable Scope of Work, including changes to the specifications, charges, assumptions, scope, scheduling or other terms. An executed Change Authorization or other written agreement approved and signed by both parties is the only means of modifying a Scope of Work. When both parties sign the Change Authorization, the change will become a part of the Scope of Work as of the date of the last signature. The most recent Change Authorization will modify and take precedence over any inconsistent terms of either the Scope of Work or any previous Change Authorizations. Neither party is obligated to execute a Change Authorization but both parties agree to use reasonable commercial efforts to address and resolve any requests for Change Authorizations. (d) In particular, if CLIENT seeks to make a Change Authorization to (i) amend, modify or change the Services services and/or Deliverables deliverables specified in a Scope of Work or (ii) change the way such Services services are billed pursuant to a Scope of Work (i.e. Time and Material, or Fixed Price basis), CLIENT will pursue a Change Authorization subject to compliance with the following procedures: (i) Submission of Request. CLIENT will submit all Change Authorization Requests in writing to SOFTSERVE (hereinafter “Change Request”). . (ii) SOFTSERVE Response. SOFTSERVE will evaluate each Change Request as soon as possible, but not later than five within ten (510) business days following SOFTSERVE’s receipt of the Change Request. If SOFTSERVE determines in good faith based on its best business commercially reasonable judgment that it cannot accept the Change Request, SOFTSERVE will provide a written response to CLIENT within such five ten (510) business day perioddays of such determination. If SOFTSERVE determines in good faith based on its commercially reasonable judgment that CLIENT’s ’S Change Request is acceptable to SOFTSERVEacceptable, SOFTSERVE will provide CLIENT a written Change Authorization Request Proposal (“Change Request Proposal”) in the form of either an addendum to the related Scope of Work and/or a new Scope of Work, as appropriate. The Change Request Proposal will include, but not be limited to, a statement of the availability of SOFTSERVE’s personnel and resources and the cost and schedule impact, if any. If CLIENT elects to authorize SOFTSERVE’s Change Request Proposal, CLIENT will, as soon as possible, but not later than ten (10) business days after receipt of the Change Request Proposal, return a duly signed copy of the Change Request Proposal to SOFTSERVE. Change Request Proposal evaluation and drafting time will be charged/billed by SOFTSERVE upon the same rates and terms as are in effect under the current/applicable Scope of Work (and any Appendix thereto) to which the Change Request Proposal shall apply.

Changes to Specifications. (a) Material 8.1 All Specifications and any changes thereto agreed to requirements contained by the parties from time to time shall be in writing, dated and signed by the parties. Any change to the Process shall be deemed a Specification change. No change in the Scope of Work that occur during the term of the Scope of Work Specifications shall be estimated separately. Any new requirements to specifications and changes to the costs thereof contained in the Scope of Work shall require the signatures of the authorized representative of implemented by Catalent, whether requested by Client or requested or required by any Regulatory Authority, until the parties hereto prior have agreed in writing to commencement such change, the implementation date of services relating thereto. (b) A separate estimate and approval process shall not be required when SOFTSERVE reasonably determines that new functionality simply replaces previously defined functionality (not yet implemented) and the changes will not adversely impact delivery schedules and/or such change costs to be payable by CLIENT for such Services. (c) Either party may request changes to a Scope of Work by preparing and submitting a written proposal (“Change AuthorizationDate”), which sets forth and any modifications needed increase or decrease in costs, expenses or fees associated with such change (including any change to complete Unit Pricing) (“Change Costs”). Catalent shall respond promptly to any request made by Client for a change in the applicable Scope of WorkSpecifications, including changes and both parties shall use commercially reasonable efforts to agree to the specifications, charges, assumptions, scope, scheduling or other terms. An executed Change Authorization or other written agreement approved and signed by both parties is the only means of modifying a Scope of Work. When both parties sign the Change Authorization, the change will become a part of the Scope of Work as of the date of the last signature. The most recent Change Authorization will modify and take precedence over any inconsistent terms of either such change in a timely manner; provided, however, that in the Scope case of Work or any previous Change Authorizations. Neither party change that is obligated to execute a Change Authorization but both parties agree to use reasonable commercial efforts to address and resolve any requests for Change Authorizations. (d) In particular, if CLIENT seeks to make a Change Authorization requested by Client in response to (i) amendrequirements imposed by a Regulatory Authority or Applicable Laws, modify or change the Services and/or Deliverables specified in a Scope of Work or (ii) a safety or toxicity issue, the only terms of such change that Catalent may object to are the way Change Date, the Change Costs and any requested change that would reasonably be expected to affect Catalent’s other customers or regulatory status, and Catalent shall use commercially reasonable, good faith efforts to resolve any such Services objection in an expedited manner. As soon as possible after a request is made for any change in Specifications, Catalent shall notify Client of the costs associated with such change and shall provide such supporting documentation as Client may reasonably require. Client shall pay all reasonable costs associated with such agreed upon changes. If there is a conflict between the terms of this Agreement and the terms of the Specifications, this Agreement shall control. Catalent reserves the right to postpone effecting changes to the Specifications until such time as the parties agree to and execute the required written amendment. 8.2 Catalent and Client shall use commercially reasonable efforts to continually improve the net cost of Processing and to develop cost reduction initiatives as part of an overall cost improvement program, taking into account the total manufacturing environment including technology, industry standards, specifications, Raw Materials, inventory and forecasting. After the Effective Date, Catalent and Client shall establish the JSC that will meet from time to time to review and share ideas for these improvements. Through the JSC, the parties shall promptly notify one another regarding any such potential cost reduction efforts that are billed pursuant identified. In addition, Client may propose to a Scope of Work (i.e. Time and Material, Catalent certain changes to the Specifications or Fixed Price basis), CLIENT the manufacturing process that it reasonably believes will pursue a Change Authorization subject improve the manufacturing process or lower costs or that Client otherwise wishes to compliance implement in connection with the following procedures: (i) Submission Product or the Processing thereof. Upon Client’s request, Catalent shall review any such proposed change by Client and the parties will discuss in good faith potential implementation of Request. CLIENT will submit all Change Authorization Requests in writing to SOFTSERVE (hereinafter “Change Request”). (ii) SOFTSERVE Response. SOFTSERVE will evaluate each Change Request as soon as possible, but not later than five (5) business days following SOFTSERVE’s receipt of the Change Request. If SOFTSERVE determines in its best business judgment that it cannot accept the Change Request, SOFTSERVE will provide a written response to CLIENT within such five (5) business day period. If CLIENT’s Change Request is acceptable to SOFTSERVE, SOFTSERVE will provide CLIENT a written Change Authorization Request Proposal (“Change Request Proposal”) in the form of either an addendum to the related Scope of Work and/or a new Scope of Work, as appropriatechange. The Change Request Proposal will include, but not be limited to, a statement of the availability of SOFTSERVE’s personnel and resources and the cost and schedule impactparties shall mutually agree on which changes, if any, shall be further developed or implemented in accordance with the change control procedures set forth in the Quality Agreement. If CLIENT elects Except as the parties may otherwise agree in writing, Catalent and Client shall share in any cost savings resulting from the implementation thereof based on [***]. Notwithstanding anything to authorize SOFTSERVEthe contrary, each party may withhold its consent to implementation of any cost saving changes in its sole discretion. Promptly following such implementation, the Unit Pricing for the Product payable by Client as set forth on Attachment C shall be reduced to reflect Client’s Change Request Proposal, CLIENT will, as soon as possible, but not later than ten (10) business days after receipt share of the Change Request Proposal, return a duly signed copy of the Change Request Proposal to SOFTSERVE. Change Request Proposal evaluation and drafting time will be charged/billed by SOFTSERVE upon the same rates and terms as are in effect under the current/applicable Scope of Work (and any Appendix thereto) to which the Change Request Proposal shall applysuch cost savings.