Common use of Effectiveness of a Change Clause in Contracts

Effectiveness of a Change. (1) If HPI does not accept or reject a Change Proposal within the response period, HPES will provide notice to HPI of the expiration of the response period and, if HPI does not accept or reject the Change Proposal within an additional five days from receipt of such notice, then HPI will be deemed to have rejected the Change Proposal. If HPI rejects a Change Proposal, the Change Request will be closed and the Change Proposal will not be implemented. If a Change Proposal is accepted by HPI, the Parties will execute such Change Proposal (each such executed Change Proposal, a “Change Order”). HPES will not commence performing any services, functions or responsibilities under a Change Proposal until the HPES Contract Manager has received a fully executed Change Order. Each Change Order will incorporate therein and be subject to all of the terms and conditions of this Agreement. Each Change Order will be consecutively numbered to facilitate identification. In the event of any conflict between the terms and conditions of this Agreement and any Change Order, the terms and conditions of this Agreement will govern unless otherwise expressly agreed in the applicable Change Order by specific reference to the provision of this Agreement that is to be superseded. (2) In the event that a Change Order covers multiple HPES clients, HPES will perform the Change Order for HPI at a cost which takes into account HPI’s proportional share of the costs to perform such Change Order. (3) Upon execution of a Change Proposal, HPES will implement and perform the Change Order in accordance with its terms, the Charges will be adjusted as agreed upon in the Change Order, the Services will be considered changed as set forth therein, and any New Services agreed upon therein will thereafter be deemed “Services” and will be subject to the provisions of this Agreement. HPES will be responsible for coordinating all Changes with HPI (and any third parties designated by HPI) and cooperating with HPI (and any third parties designated by HPI) to ensure that all Changes to the Services and HPI’s technical environment are made in a consistent and controlled manner so as to minimize any disruption to HPI’s business operations.

Effectiveness of a Change. (1) If HPI does not accept or reject 3.1 Upon the signature of a Change Proposal within by both Designated Executives in respect of a Change, the response period, HPES will provide notice to HPI contents of the expiration of the response period and, if HPI does not accept or reject the such Change Proposal within an additional five days from receipt of such notice, then HPI will shall be deemed to have rejected be agreed and incorporated into the Agreement on the date of signature or as the Parties may otherwise agree. No part of the discussions or interchanges between the Parties shall obligate the Parties to approve any Change Proposal. If HPI rejects a Change Proposal, or shall constitute an amendment or waiver of the Change Request will be closed Agreement unless and the Change Proposal will not be implemented. If until reflected in a Change Proposal is accepted and adopted in accordance with this Change Control Schedule. 3.2 Neither Party shall have any obligation to commence or comply with any Change, perform Services that would be covered by HPIany Change, or pay any Charges that would be covered by any Change, until such time as the Parties will execute such Parties' Designated Executives have signed the appropriate Change Order. Disputes regarding a Change shall be subject to the Dispute Resolution process set forth in Article 20 of this Agreement, provided that Disputes relating to a Change Proposal (each such executed Change Proposalbut not Disputes regarding Service Provider's claim for extra Charges) may not be escalated to litigation under Section 20.01. 3.3 Client's acceptance of, a “Change Order”). HPES will not commence performing any servicesand payment for, functions or responsibilities work under a Change Proposal until the HPES Contract Manager has received a fully executed Change Order. Each Change Order will incorporate therein and be subject to all of the terms and conditions of this Agreement. Each Change Order will be consecutively numbered subject to facilitate identification. In Client's approval that such work materially complies with the event of any conflict between mutually agreed objective acceptance criteria during an acceptance period designated in the terms and conditions of this Agreement and any Change Order (or if no such acceptance period is specified in the Change Order, the terms and conditions of this Agreement will govern unless otherwise expressly agreed in the applicable Change Order by specific reference to the provision of this Agreement that is to be superseded. (2) In the event that [***]*). If Service Provider's work under a Change Order covers multiple HPES clientsdoes not comply with the applicable acceptance criteria for such Change Order, HPES Service Provider will perform correct such work and resubmit the Change for Client's acceptance. If, following one or more resubmissions, Service Provider fails to fulfill its obligations to meet the Change Order for HPI at acceptance criteria within a cost which takes into account HPI’s proportional share of time period specified in the costs to perform Change Order (or if no such period is specified in the Change Order. (3) Upon execution of a Change Proposal, HPES will implement and perform the [***]*), Client may terminate such Change Order in accordance with its terms, the Charges will be adjusted as agreed upon payment and termination provisions of such Change Order (or if not otherwise provided in the Change Order, Client shall be entitled to relief from further payments under such Change Order and a credit or refund ( at client's option) for any advance payments previously made under the Services will be considered changed as set forth therein, and any New Services agreed upon therein will thereafter be deemed “Services” and will be subject to the provisions of this Agreement. HPES will be responsible for coordinating all Changes with HPI (and any third parties designated by HPI) and cooperating with HPI (and any third parties designated by HPI) to ensure that all Changes to the Services and HPI’s technical environment are made in a consistent and controlled manner so as to minimize any disruption to HPI’s business operationsChange Order).

Effectiveness of a Change. (1) If HPI does not accept or reject 3.1 Upon the signature of a Change Proposal within by both Account Managers in respect of a Change, the response period, HPES will provide notice to HPI contents of the expiration of the response period and, if HPI does not accept or reject the such Change Proposal within an additional five days from receipt of such notice, then HPI will shall be deemed to have rejected be agreed and incorporated into the Agreement on the date of the last signature or as the Parties may otherwise agree. Subject to Section 8.01(e) of the Agreement (Mandatory Changes), no part of the discussions or interchanges between the Parties shall obligate the Parties to approve any Change Proposal. If HPI rejects a Change Proposal, or shall constitute an amendment or waiver of the Change Request will be closed Agreement unless and the Change Proposal will not be implemented. If until reflected in a Change Proposal is accepted and adopted in accordance with this Change Control Exhibit. 3.2 Neither Party shall have any obligation to commence or comply with any Change, perform Services that would be covered by HPIany Change, or pay any Charges that would be covered by any Change, until such time as the Parties will execute such Change Proposal (each such executed Change Proposal, a “Parties’ Account Managers have signed the appropriate Change Order”). HPES will not commence performing any servicesDisputes regarding a Change shall be subject to the Dispute Resolution process set forth in Article 21 of the Agreement. 3.3 Client’s acceptance of, functions or responsibilities and payment for, work under a Change Proposal until the HPES Contract Manager has received a fully executed Change Order. Each Change Order for IT-specific Changes will incorporate therein and be subject to all Client’s approval that such work materially complies with Acceptance Testing Procedures set forth in Exhibit W (IT System Acceptance Testing Procedures) of the terms Agreement. 3.4 Client’s acceptance of, and conditions of this Agreement. Each payment for, work under other Change Orders will be subject to Client’s approval that such work materially complies with the mutually agreed objective acceptance criteria during an acceptance period designated in the Change Order will be consecutively numbered to facilitate identification. In (or if no such acceptance period is specified in the event of any conflict between the terms and conditions of this Agreement and any Change Order, the terms and conditions of this Agreement will govern unless otherwise expressly agreed in the applicable Change Order by specific reference to the provision of this Agreement that is to be superseded. (2) In the event that [***]*). If Service Provider’s work under a Change Order covers multiple HPES clientsdoes not comply with the applicable acceptance criteria for such Change Order, HPES Service Provider will perform correct such work and resubmit the Change for Client’s acceptance. If, following one or more resubmissions, Service Provider fails to fulfill its obligations to meet the Change Order for HPI at acceptance criteria within a cost which takes into account HPI’s proportional share of time period specified in the costs to perform Change Order (or if no such period is specified in the Change Order. (3) Upon execution of a Change Proposal, HPES will implement and perform the [***]*), Client may terminate such Change Order in accordance with its terms, the Charges will be adjusted as agreed upon payment and termination provisions of such Change Order (or if not otherwise provided in the Change Order, Client shall be entitled to relief from further payments under such Change Order and a credit or refund ( at client’s option) for any advance payments previously made under the Services will be considered changed as set forth thereinChange Order). Exhibit K – FINAL VERSION 4 Exult April 23, and any New Services agreed upon therein will thereafter be deemed “Services” and will be subject to the provisions of this Agreement. HPES will be responsible for coordinating all Changes with HPI (and any third parties designated by HPI) and cooperating with HPI (and any third parties designated by HPI) to ensure that all Changes to the Services and HPI’s technical environment are made in a consistent and controlled manner so as to minimize any disruption to HPI’s business operations.2003

Effectiveness of a Change. (1) If HPI does not accept or reject 3.1 Upon the signature of a Change Proposal within by both Designated Executives or his/her nominated representatives in respect of a Change, the response period, HPES will provide notice to HPI contents of the expiration of the response period and, if HPI does not accept or reject the such Change Proposal within an additional five days from receipt of such notice, then HPI will shall be deemed to have rejected be agreed and incorporated into the Agreement on the date of signature or as the Parties may otherwise agree. No part of the discussions or interchanges between the Parties shall obligate the Parties to approve any Change Proposal. If HPI rejects a Change Proposal, or shall constitute an amendment or waiver of the Change Request will be closed Agreement unless and the Change Proposal will not be implemented. If until reflected in a Change Proposal is accepted and adopted in accordance with this Change Control Schedule. 3.2 Neither Party shall have any obligation to commence or comply with any Change, perform Services that would be covered by HPIany Change, or pay any Charges that would be covered by any Change, until such time as the Parties will execute such Parties’ Designated Executives have signed the appropriate Change Order. Disputes regarding a Change shall be subject to the Dispute Resolution process set forth in Article 20 of this Agreement, provided that Disputes relating to a Change Proposal (each such executed Change Proposalbut not Disputes regarding Service Provider’s claim for extra Charges) may not be escalated to litigation under Section 20.01. Schedule K – Amendment #5 4 Exult 3.3 Client’s acceptance of, a “Change Order”). HPES will not commence performing any servicesand payment for, functions or responsibilities work under a Change Proposal until the HPES Contract Manager has received a fully executed Change Order. Each Change Order will incorporate therein and be subject to all of the terms and conditions of this Agreement. Each Change Order will be consecutively numbered subject to facilitate identification. In Client’s approval that such work materially complies with the event of any conflict between mutually agreed objective acceptance criteria during an acceptance period designated in the terms and conditions of this Agreement and any Change Order (or if no such acceptance period is specified in the Change Order, the terms and conditions of this Agreement will govern unless otherwise expressly agreed in the applicable Change Order by specific reference to the provision of this Agreement that is to be superseded. (2) In the event that [***]*. If Service Provider’s work under a Change Order covers multiple HPES clientsdoes not comply with the applicable acceptance criteria for such Change Order, HPES Service Provider will perform correct such work and resubmit the Change for Client’s acceptance. If, following one or more resubmissions, Service Provider fails to fulfill its obligations to meet the Change Order for HPI at acceptance criteria within a cost which takes into account HPI’s proportional share of time period specified in the costs to perform Change Order (or if no such period is specified in the Change Order. (3) Upon execution of a Change Proposal, HPES will implement and perform the [***]*, Client may terminate such Change Order in accordance with its terms, the Charges will be adjusted as agreed upon payment and termination provisions of such Change Order (or if not otherwise provided in the Change Order, Client shall be entitled to relief from further payments under such Change Order and a credit or refund ( at client’s option) for any advance payments previously made under the Services will be considered changed as set forth therein, and any New Services agreed upon therein will thereafter be deemed “Services” and will be subject to the provisions of this Agreement. HPES will be responsible for coordinating all Changes with HPI (and any third parties designated by HPI) and cooperating with HPI (and any third parties designated by HPI) to ensure that all Changes to the Services and HPI’s technical environment are made in a consistent and controlled manner so as to minimize any disruption to HPI’s business operationsChange Order).

Effectiveness of a Change. (1) If HPI does not accept or reject 3.1 Upon the signature of a Change Proposal within by both Account Managers in respect of a Change, the response period, HPES will provide notice to HPI contents of the expiration of the response period and, if HPI does not accept or reject the such Change Proposal within an additional five days from receipt of such notice, then HPI will shall be deemed to have rejected be agreed and incorporated into the Agreement on the date of the last signature or as the Parties may otherwise agree. Subject to Section 8.01(e) of the Agreement (Mandatory Changes), no part of the discussions or interchanges between the Parties shall obligate the Parties to approve any Change Proposal. If HPI rejects a Change Proposal, or shall constitute an amendment or waiver of the Change Request will be closed Agreement unless and the Change Proposal will not be implemented. If until reflected in a Change Proposal is accepted and adopted in accordance with this Change Control Exhibit. 3.2 Neither Party shall have any obligation to commence or comply with any Change, perform Services that would be covered by HPIany Change, or pay any Charges that would be covered by any Change, until such time as the Parties will execute such Change Proposal (each such executed Change Proposal, a “Parties’ Account Managers have signed the appropriate Change Order”). HPES will not commence performing any servicesDisputes regarding a Change shall be subject to the Dispute Resolution process set forth in Article 21 of the Agreement. 3.3 Client’s acceptance of, functions or responsibilities and payment for, work under a Change Proposal until the HPES Contract Manager has received a fully executed Change Order. Each Change Order for IT-specific Changes will incorporate therein and be subject to all Client’s approval that such work materially complies with Acceptance Testing Procedures set forth in Exhibit W (IT System Acceptance Testing Procedures) of the terms Agreement. 3.4 Client’s acceptance of, and conditions of this Agreement. Each payment for, work under other Change Orders will be subject to Client’s approval that such work materially complies with the mutually agreed objective acceptance criteria during an acceptance period designated in the Change Order will be consecutively numbered to facilitate identification. In (or if no such acceptance period is specified in the event of any conflict between the terms and conditions of this Agreement and any Change Order, the terms and conditions of this Agreement will govern unless otherwise expressly agreed in the applicable Change Order by specific reference to the provision of this Agreement that is to be superseded. (2) In the event that [***]*). If Service Provider’s work under a Change Order covers multiple HPES clientsdoes not comply with the applicable acceptance criteria for such Change Order, HPES Service Provider will perform correct such work and resubmit the Change for Client’s acceptance. If, following one or more resubmissions, Service Provider fails to fulfill its obligations to meet the Change Order for HPI at acceptance criteria within a cost which takes into account HPI’s proportional share of time period specified in the costs to perform Change Order (or if no such period is specified in the Change Order. (3) Upon execution of a Change Proposal, HPES will implement and perform the [***]*), Client may terminate such Change Order in accordance with its terms, the Charges will be adjusted as agreed upon payment and termination provisions of such Change Order (or if not otherwise provided in the Change Order, Client shall be entitled to relief from further payments under such Change Order and a credit or refund ( at client’s option) for any advance payments previously made under the Services will be considered changed as set forth thereinChange Order). Exhibit K—FINAL VERSION 4 Exult April 23, and any New Services agreed upon therein will thereafter be deemed “Services” and will be subject to the provisions of this Agreement. HPES will be responsible for coordinating all Changes with HPI (and any third parties designated by HPI) and cooperating with HPI (and any third parties designated by HPI) to ensure that all Changes to the Services and HPI’s technical environment are made in a consistent and controlled manner so as to minimize any disruption to HPI’s business operations.2003