Common use of CONTRACT AND SERVICE MANAGEMENT Clause in Contracts

CONTRACT AND SERVICE MANAGEMENT. INTRODUCTION This Schedule specifies the requirements in respect of Contract and service management issues. IMPLEMENTATION If required by the CUSTOMER’s Order, both parties shall perform all their obligations under this Contract in accordance with the Implementation Plan. In the event that the CONTRACTOR fails (or is likely to fail), due to its Default, to fulfil an obligation by the date specified in the Implementation Plan for such fulfilment, the CONTRACTOR shall notify the CUSTOMER in writing of such failure (including full details of the reasons for and consequences of the delay) and, at the request of the CUSTOMER and without prejudice to the CUSTOMER’s other rights and remedies: arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CUSTOMER; and take all reasonable steps necessary to eliminate or mitigate the consequences of the delay, including issuing a correction plan (covering those aspects for which the CONTRACTOR is responsible) for approval not later than ten (10) Working Days after the initial notification under paragraph 2.2 of this Schedule, which once approval has been secured from the CUSTOMER, shall be followed by the CONTRACTOR. In the event that any obligation of the CONTRACTOR specified in the Implementation Plan is (or is likely to become) delayed as a result of a Default by the CUSTOMER then: the CONTRACTOR shall immediately notify the CUSTOMER of the fact of the delay (including full details of the consequences of the delay); the date associated with the relevant obligation(s) as specified in the Implementation Plan (and the dates similarly associated with any subsequent obligation(s) specified in the Implementation Plan) shall be amended by a period of time equal to the period of such CUSTOMER’s Default (or other such period as the parties agree); both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered IT Products; and the CUSTOMER shall reimburse those reasonable costs of the CONTRACTOR which are both reasonably and necessarily incurred by the CONTRACTOR as a direct result of such delay. Where a delay is attributable in part to the CONTRACTOR's Default and in part to a CUSTOMER Default, the parties shall negotiate in good faith with a view to agreeing a fair and reasonable apportionment of responsibility for the delay. If necessary, the parties may escalate the matter in accordance with Clause 21.

CONTRACT AND SERVICE MANAGEMENT. INTRODUCTION This The SERVICE PROVIDER and the CUSTOMER shall comply with their respective contract management obligations set out in Schedule specifies 2-6. The SERVICE PROVIDER shall provide the requirements in respect of Contract and service management issues. IMPLEMENTATION If required by the CUSTOMER’s Order, both parties shall perform all their obligations under this Contract Ordered Services in accordance with the Implementation Plan specified in Schedule 2-15. If requested, the SERVICE PROVIDER shall review and comment on the Implementation Plan and in particular provide guidance as to whether the Implementation Plan is sufficiently detailed so as to enable the CUSTOMER to manage the implementation of the Ordered Services effectively. The SERVICE PROVIDER shall monitor its performance against the Implementation Plan. In If, at any time, the event SERVICE PROVIDER becomes aware that the CONTRACTOR fails it will not (or is likely to fail), due to its Default, to fulfil an obligation unlikely to) achieve any agreed milestone by the agreed date specified in the Implementation Plan for such fulfilment, the CONTRACTOR it shall immediately notify the CUSTOMER of the fact of the delay and summarise the reasons for it. The SERVICE PROVIDER shall, as soon as possible and in any event not later than ten (10) Working Days after the initial notification under Clause 6.3, give the CUSTOMER full details in writing of such failure (including full details of the reasons for and consequences of the delay) and, at delay and if the request of SERVICE PROVIDER claims that the CUSTOMER and without prejudice delay is due to the CUSTOMER’s other rights and remedies: arrange all such additional resources as are necessary to fulfil , the said obligation as early as practicable thereafter at no additional charge reason for making that claim. Whether the delay is due to the CUSTOMER; CUSTOMER or not, the SERVICE PROVIDER shall deploy all additional resources, and take all reasonable steps necessary to eliminate or mitigate the consequences of the delay, including without limitation issuing a correction plan (covering those aspects for which the CONTRACTOR SERVICE PROVIDER is responsible) for approval not later than ten (10) Working Days after the initial notification under paragraph 2.2 of this ScheduleClause 6.3, which once approval has been secured from the CUSTOMERsecured, shall be followed followed. Any disputes about or arising out of delays shall be resolved through the Dispute Resolution Procedure in Clause 19 as may be amplified in Schedule 2-9 (“Dispute Resolution Procedure”). Pending the resolution of the dispute both parties shall continue to work to resolve the causes of, and mitigate the effects of, the delay. If any Ordered Services do not pass the Acceptance Procedures then without prejudice to its other remedies the CUSTOMER shall be entitled to require the payment of Liquidated Damages for delay, which shall be payable by the CONTRACTOR. In the event SERVICE PROVIDER on demand, where Schedule 2-14 identifies that any obligation Liquidated Damages are payable in respect of delay in achievement of the CONTRACTOR specified relevant milestone. These payments will accrue on a daily basis from the relevant milestone date and will continue to accrue until the date when the milestone is achieved. Where Schedule 2-14 does not identify the payment of Liquidated Damages in respect of a milestone the Implementation Plan is (or is likely CUSTOMER reserves its rights. Without prejudice to become) delayed Clause 6.5, if the SERVICE PROVIDER would have been able to achieve the milestone by its agreed date but has failed to do so as a result of a Default by the CUSTOMER then: the CONTRACTOR shall immediately notify the CUSTOMER of the fact of the delay (including full details of the consequences of the delay); the date associated with the relevant obligation(s) as specified in the Implementation Plan (and the dates similarly associated with any subsequent obligation(s) specified in the Implementation Plan) SERVICE PROVIDER shall be amended by a period allowed an extension of time equal to the period delay caused by the CUSTOMER; not be in breach of such CUSTOMER’s Default (or other such period this Contract as a result of the parties agree)failure to achieve the relevant milestone by its agreed date; both parties shall use all reasonable endeavours to mitigate have no liability for Liquidated Damages in respect of the impact of such delay and to recover any resultant delay relevant milestone to the performance of extent that the Ordered IT Productsdelay is directly caused by the CUSTOMER; and the CUSTOMER shall reimburse those reasonable costs of the CONTRACTOR which are both reasonably fix a revised milestone date; and necessarily incurred by the CONTRACTOR if appropriate, make any consequential revision to subsequent milestones in any Implementation Plan. Change that is required to any Implementation Plan as a direct result of such delayany delay shall be implemented in accordance with the Contract Change Procedure. Where Without prejudice to Clause 6.5, where a delay is attributable in part to the CONTRACTOR's Default SERVICE PROVIDER and in part to a the CUSTOMER Default, the parties shall negotiate in good faith with a view to agreeing a fair and reasonable apportionment of responsibility for the delay. The parties agree that Liquidated Damages shall be recoverable subject to reductions to reflect the extent to which the CUSTOMER or the SERVICE PROVIDER respectively has contributed to the delay. If necessary, the parties may escalate the matter in accordance with Clause 21the Dispute Resolution Procedure and if the matter cannot be resolved by agreement then either party may refer the matter to an expert for determination. Nothing in this Contract is intended to create a partnership, or legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other party. Neither party shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other party. Any Supplier to the SERVICE PROVIDER (involved in the manufacture or supply of goods or services used in order to provide the Ordered Services) and which is business critical in respect of the provision of the Ordered Services (“Supplier”) shall be notified to the CUSTOMER as such and shall be set out in Schedule 2-8. In the event of any doubt or disagreement as to whether a supplier is business critical to the provision of the Ordered Services by the SERVICE PROVIDER to the CUSTOMER the CUSTOMER’s determination shall be final and binding however it shall pay due regard to any representations that may be made by the SERVICE PROVIDER in this regard. In the event that an outage of a Service Level occurs or the SERVICE PROVIDER anticipates that an outage may occur then in addition to other agreed measures the SERVICE PROVIDER shall notify the CUSTOMER immediately, inform it of proposed remedial action (unless this is impracticable prior to implementation of the same) and discuss the outage with the CUSTOMER. The SERVICE PROVIDER shall provide to the CUSTOMER's other suppliers as are periodically notified to the SERVICE PROVIDER such reasonable co-operation, information (including any documentation), advice and assistance in connection with the Ordered Services so as to enable any such person to create and maintain technical or organisational interfaces with the Ordered Services, where applicable, and on the ending of this Contract for any reason, to enable the timely transition of the Ordered Services (or any of them) to any replacement and generally provide the CUSTOMER with such assistance as the CUSTOMER may reasonably require in respect of the supply of the Ordered Services. In respect of network, communications, computer or other equipment provided by a third party contractor that do or are required to interface with the SERVICE PROVIDER’s systems, the SERVICE PROVIDER shall have primary management responsibility for incident or problem resolution, including for ensuring that such requirement does not interfere with the provision of the Services in accordance with this Contract and for taking all necessary steps within its power to ensure that the interface is successfully achieved. If it is subsequently agreed by the parties, or determined in accordance with the Dispute Resolution Procedure, that the third party supplier should have been responsible, or partly responsible, for resolving the relevant incident, the SERVICE PROVIDER may recover its reasonable additional expenses for resolving the issue to the extent that the third party contractor is agreed or is determined to have been responsible and to the extent that the CUSTOMER is able to recover an equivalent amount from the relevant third party contractor. To the extent that any of the Ordered Services require software in order to be supported the SERVICE PROVIDER shall notify the CUSTOMER in advance of the release of any replacement software or an upgrade to such software and will co-ordinate its activity with the CUSTOMER to ensure it minimises any disruption to the Ordered Services or the CUSTOMER's operations. Any change in the way in which the SERVICE PROVIDER provides the Ordered Services which would materially increase the CUSTOMER's risk or reduce the effect of the governance provisions of this Contract shall be agreed in accordance with the Contract Change Procedure. The CUSTOMER and the SERVICE PROVIDER shall review the Service Levels every six months and the SERVICE PROVIDER shall produce a report for the CUSTOMER as to whether these still properly reflect the nature of the Contract. Such report shall be used as the basis for a meeting to discuss the same and if any changes are agreed then these shall be made in accordance with the Contract Change Procedure so as to reflect changes in the CUSTOMER’s requirements. The SERVICE PROVIDER shall use reasonable endeavours not to change any Supplier without the prior written consent of the CUSTOMER, such consent not to be unreasonably withheld and as part of seeking the CUSTOMER’s consent to such change the SERVICE PROVIDER shall use reasonable endeavours provide sufficient information as reasonably requested to the CUSTOMER so as to demonstrate that such change will not compromise security and risk mitigation and the SERVICE PROVIDER shall use reasonable endeavours on request to ensure that it is able, within a timeframe reasonably acceptable to the CUSTOMER, to source goods or services from an alternative supplier to the Supplier which are of no less functionality and performance than those supplied by the Supplier to the SERVICE PROVIDER and used in the provision of the Ordered Services. The SERVICE PROVIDER shall maintain a risk mitigation, supplier isolation and business continuity plan in respect of the Ordered Services as may be specified in more detail in Schedule 2-2, and endeavour to review it no less frequently than every 6 months and to continuously update it in the light of experience. A copy of any updated plan and test results shall be supplied on request within twenty (20) Working Days of the date of completion of any such review or test, as the case may be, and the SERVICE PROVIDER shall use reasonable endeavours to check that the Supplier is conducting similar checks to those set out in this Clause. To the extent that this is applicable to the Ordered Services the SERVICE PROVIDER shall notify the CUSTOMER immediately upon detecting any unusual use patterns in respect of the Ordered Services and any access by the CUSTOMER’s users to inappropriate websites as defined from time to time by the CUSTOMER. Following any notification by the CUSTOMER to the SERVICE PROVIDER to prevent any such unusual use and/or to remove access to any inappropriate websites the CUSTOMER shall thereafter not be liable for the cost of providing the relevant service and/or supplying such access. The SERVICE PROVIDER shall ensure that its staff, agents and Sub-Contractors have good English language communication skills and interpersonal skills in order to meet the relevant Service Levels for the Services. The SERVICE PROVIDER shall notify the CUSTOMER of the turnover rate of its staff engaged in the provision of the Ordered Services as part of its normal reporting procedures and shall endeavour to ensure continuity of personnel and that the turnover rate of its staff engaged in the provision of the Ordered Services is at least as good at the prevailing industry norm for services similar to the Ordered Services, aggregated across the locations from which the Ordered Services are provided.

CONTRACT AND SERVICE MANAGEMENT. INTRODUCTION This Schedule specifies the requirements in respect of Contract and service management issues. IMPLEMENTATION If required by the CUSTOMER’s Order, both parties shall perform all their obligations under this Contract in accordance with the Implementation Plan. In the event that the CONTRACTOR fails (or is likely to fail), due to its Default, to fulfil an obligation by the date specified in the Implementation Plan for such fulfilment, the CONTRACTOR shall notify the CUSTOMER in writing of such failure (including full details of the reasons for and consequences of the delay) and, at the request of the CUSTOMER and without prejudice to the CUSTOMER’s other rights and remedies: arrange all such additional resources as are necessary to fulfil the said obligation as early as practicable thereafter at no additional charge to the CUSTOMER; and take all reasonable steps necessary to eliminate or mitigate the consequences of the delay, including issuing a correction plan (covering those aspects for which the CONTRACTOR is responsible) for approval not later than ten (10) Working Days after the initial notification under paragraph 2.2 1.9 of this Schedule, which once approval has been secured from the CUSTOMER, shall be followed by the CONTRACTOR. In the event that any obligation of the CONTRACTOR specified in the Implementation Plan is (or is likely to become) delayed as a result of a Default by the CUSTOMER then: the CONTRACTOR shall immediately notify the CUSTOMER of the fact of the delay (including full details of the consequences of the delay); the date associated with the relevant obligation(s) as specified in the Implementation Plan (and the dates similarly associated with any subsequent obligation(s) specified in the Implementation Plan) shall be amended by a period of time equal to the period of such CUSTOMER’s Default (or other such period as the parties agree); both parties shall use all reasonable endeavours to mitigate the impact of such delay and to recover any resultant delay to the performance of the Ordered IT Products; and the CUSTOMER shall reimburse those reasonable costs of the CONTRACTOR which are both reasonably and necessarily incurred by the CONTRACTOR as a direct result of such delay. Where a delay is attributable in part to the CONTRACTOR's Default and in part to a CUSTOMER Default, the parties shall negotiate in good faith with a view to agreeing a fair and reasonable apportionment of responsibility for the delay. If necessary, the parties may escalate the matter in accordance with Clause 213.82.