Executive Steering Committee. 5.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically as it deems necessary, but at a minimum, [***]*, until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings. 5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]* 5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult a. Each Party shall have a single vote; b. Members may participate in meetings in person, by telephone, or by teleconference; c. Participation by one member from each team is sufficient for a quorum; and d. Unanimity of the Parties is required for action to be taken. 5.4 The responsibilities of the Executive Steering Committee will include: a. generally overseeing the performance of each Party's obligations under the Agreement; b. review and authorization of high-level technical, financial and resource plans; c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for: (i) Service Levels for previous [***]* (ii) adjustment of Service Levels (iii) changes in pricing (iv) Company employee satisfaction surveys and Service Level results (v) benchmarking results (vi) summary of out-of-scope work (vii) implementation process of the Agreement and the achievement of key milestones and deliverables (viii) adjustments to Services; d. review of the relationship issues arising out of the Agreement; e. consider the business and operating strategies of each party f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager; g. resolution of disputes; h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
Appears in 2 contracts
Samples: Human Resources Services Agreement (Exult Inc), Human Resources Services Agreement (Exult Inc)
Executive Steering Committee. 5.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically as it deems necessary, but at a minimum, [***]*, * until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: :
a. [***]*
b. [***]*
5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult:
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;; Schedule L - Systems Services Agreement-Final 4 October 18, 2001 Proprietary and Confidential International Paper / Exult
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, --- review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult.
Appears in 2 contracts
Samples: Systems Services Agreement (Exult Inc), Systems Services Agreement (Exult Inc)
Executive Steering Committee. 5.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically as it deems necessary, but at a minimum, [***]*, * until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult:
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;; Schedule L - Technical Services Agreement - Final 4 October 18, 2001 Proprietary and Confidential International Paper / Exult
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult.
Appears in 2 contracts
Samples: Technical Services Agreement (Exult Inc), Technical Services Agreement (Exult Inc)
Executive Steering Committee. 5.1 The “Executive Steering Committee” for this Agreement is an oversight committee comprised of executives of the Directory Publisher and the Telephone Company or, in the case of Telephone Company, its parent corporation. The goals of the Executive Steering Committee are as follows:
(a) discuss the strategic business goals of the parties with regard to this Agreement;
(b) establish future direction for the parties’ relationship and for this Agreement;
(c) act as an escalation point for resolution of disputes on operational and other issues; and
(d) address other strategic issues related to this Agreement. Examples (not all-inclusive) of the types of issues to be addressed by the Executive Steering Committee include (i) discussing plans for market expansion; (ii) discussing changes in the Directory cover or advertising program, in each case described in Article 5; and (iii) discussing discontinuances of or changes to the publication schedule or coverage of Directories. The Executive Steering Committee shall not will be involved in day-to-day management comprised of at least one representative from each of the Agreement or ServicesDirectory Publisher and the Telephone Company, each of whom shall be a senior executive. Subject to the foregoing, each party shall appoint its representatives to the Executive Steering Committee in its sole discretion. The Executive Steering Committee will meet periodically as it deems necessaryon a regularly scheduled basis, but at a minimumnot less than quarterly. In addition, [***]*, until such time, if any, that the Executive Steering Committee agrees shall meet at the request of any party upon at least 30 days’ prior written notice of such request to all committee members. Either party may propose items for the agenda of a different schedule for meetings.
5.2 Company will designate one meeting of this committee by 30 days’ prior written notice to all committee members. Each party shall bear the costs of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of own representatives in connection with the Executive Steering Committee. Meetings may be held by teleconference and if held in person, shall alternate between a location selected by the Telephone Company and Provider may mutually agree a location selected by the Directory Publisher. In all cases, each party shall give due regard to increase or decrease the size scheduling and location concerns of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committeeother party’s members. The Executive Steering Committee will initially shall appoint Directory Relationship Managers and Telephone Service Relationship Managers who shall be comprised of executives of responsible for the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to day-to-day interaction between the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement Directory Publisher and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / ExultTelephone Company.
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Executive Steering Committee. 5.1 The "Executive Steering Committee" for this Agreement is an oversight committee comprised of executives of the Directory Publisher and the Telephone Company or their respective parent corporations. The goals of the Executive Steering Committee are as follows:
(a) discuss the strategic business goals of the parties with regard to this Agreement;
(b) establish future direction for the parties' relationship and for this Agreement;
(c) act as an escalation point for resolution of disputes on operational and other issues; and
(d) address other strategic issues related to this Agreement. Examples (not all-inclusive) of the types of issues to be addressed by the Executive Steering Committee include (i) discussing plans for market expansion; (ii) discussing the creation of Combined Directories pursuant to Section 1.3(d); and (iii) discussing discontinuances of or changes to the publication schedule or coverage of Directories. The Executive Steering Committee shall not will be involved in day-to-day management comprised of two representatives from each of the Agreement or ServicesDirectory Publisher and the Telephone Company. At least one of the representatives of the Directory Publisher shall be a senior executive of the Yell Group Limited, and at least one of the representatives of the Telephone Company shall be a senior executive of McLeod. Subject to the foregoing, each party shall appoint its rxxxxxxntatives to the Executive Steering Committee in its sole discretion. The Executive Steering Committee will meet periodically as it deems necessaryon a regularly scheduled basis, but at a minimumnot less than quarterly. In addition, [***]*, until such time, if any, that the Executive Steering Committee agrees shall meet at the request of any party upon at least 30 days' prior written notice of such request to all committee members. Either party may propose items for the agenda of a different schedule for meetings.
5.2 Company will designate one meeting of this committee by 30 days' prior written notice to all committee members. Each party shall bear the costs of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of own representatives in connection with the Executive Steering Committee. Company Meetings may be held by teleconference and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
a. Each Party shall have a single vote;
b. Members may participate in meetings if held in person, shall alternate between a location selected by telephonethe Telephone Company and a location selected by the Directory Publisher. In all cases, or by teleconference;
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity party shall give due regard to scheduling and location concerns of the Parties is required for action to be takenother party's members.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
Appears in 1 contract
Executive Steering Committee. 5.1 (a) Within thirty (30) days of the Effective Date, the Parties will establish an Executive Steering Committee to oversee and manage the manufacture of Bulk Drug at the Lonza Facility. The Executive Steering Committee shall not will be involved in day-to-day management composed of two representatives appointed by each of Lonza and Genentech. All such representatives will be senior officers of Genentech or Lonza. Either Party may replace any or all of its representatives at any time upon prior written notice to the Agreement or Servicesother Party. The Executive Steering Committee will meet periodically at least once each calendar quarter, or more frequently, as it deems necessary, but at a minimum, [***]*, until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of agreed by the Executive Steering Committee, provided that and will operate by unanimous decision, except as expressly set forth herein. If the Executive Steering Committee is unable to resolve a dispute regarding any issue presented to it, such designation dispute shall be resolved in accordance with Article 22 below.
(b) The Executive Steering Committee shall perform the following functions:
(i) determine the overall strategy for the manufacture of Bulk Drug at the Lonza Facility in the manner contemplated by this Agreement, including without limitation, overseeing and role will be for administrative convenience purposes only monitoring the transfer and implementation of the Manufacturing Process, and the rightsmanufacture of Bulk Drug, responsibilities at the Lonza Facility;
(ii) establish a governance structure for the collaboration including overseeing the establishment and authority organization of the chairman one or more operating committees, or other structure to implement this Agreement. The establishment of certain operating committees is provided for in Sections 3.1.2 and 3.1.3 of this Agreement. Each operating committee contemplated by this Agreement shall be the same as all other members of subordinate to the Executive Steering Committee. Company and Provider may mutually agree If any operating committee contemplated by this Agreement is not constituted or continued, any reference to increase or decrease the size of such committee in this Agreement shall be deemed to be a reference to the Executive Steering Committee or such other committees or structures to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of which the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreementmay delegate responsibility;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes settle disputes or disagreements that are unresolved by an operating committee unless otherwise indicated in pricingthis Agreement; and
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary perform such other functions as appropriate to further the purposes of out-of-scope work
(vii) implementation process of the this Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations Manager;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company and Provider on issues affecting the relationships between determined by the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult.
Appears in 1 contract
Executive Steering Committee. 5.1 7.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically periodically, as it deems necessary, but at a minimum, [***]*, until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company 7.2 Client will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company Client and Service Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: :
a. For Client:
(i) the [***]* for Client;
(ii) [insert]; and
(iii) [insert]
b. For Service Provider:
(i) [***]*
5.3 (ii) [***]*
(iii) [***]*
7.3 The Executive Steering Committee will be governed according to the following principles: Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary and Confidential International Paper / Exult:
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference;
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.. Exhibit T Account Governance 9 April 23, 2003 Final Version
5.4 7.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's ’s obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* an annual basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*twelve (12) months
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee Client satisfaction surveys and Service Level results
(v) benchmarking resultssummary of Project and Change Orders
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viiivii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each partyParty
f. resolution of concerns regarding replacement of a Relationship Manager or Center Manager or Operations ManagerKey Personnel;
g. resolution of disputes;
h. final resolution of certain disputes, as noted in the Dispute Resolution Schedule; and
i. provision of advice and guidance to the Operations Management Team for performance improvement and submission of recommendations directly to Company Client and Service Provider on issues affecting the relationships between the Parties. ---------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule L - Final October 18, 2001 Proprietary .
i. Review of results of Audit program and Confidential International Paper / Exultresulting actions plans.
Appears in 1 contract