IT Services Committee Clause Samples

IT Services Committee. (a) The Parties shall establish a committee (the “IT Services Committee”) which shall meet monthly at a mutually convenient time (whether in person or telephonically or by videoconference) to discuss the current state of ▇▇▇▇ ▇▇▇’▇ provision of IT Services and any proposed change to the term and/or scope of any IT Service (“IT Service Change”). The IT Services Committee shall consist of two (2) to three (3) representatives from each Party, each of whom is reasonably familiar with his or her respective Party’s information technology systems. The initial representatives of the IT Services Committee are set forth on Schedule 4. A Party may replace either of its IT Services Committee members at any time upon written notice to the other Party. Either Party may propose an IT Service Change by submitting a proposal in writing to the IT Services Committee, which proposal (and any change to the monthly payments and/or Out-of-Pocket Costs due by the CoffeeCo Parties under Section 6.l(a) and Section 6. l(b) that may result from the acceptance of such proposal) shall be discussed by the IT Services Committee at its next monthly meeting. Any IT Service Change may only be implemented upon the mutual written consent of both Parties (including, if applicable, an agreement in writing by both Parties of the increase or decrease in costs for such IT Service Change) or terminated as set forth in Section 9.2. (b) The IT Services Committee may also review potential set-up services, migration support or other additional transition activities not included in the IT Services and for which the CoffeeCo Parties cannot reasonably provide or procure from a Third Party (“Additional IT Services”) and that could be reasonably performed by ▇▇▇▇ ▇▇▇ or its Affiliates for the CoffeeCo Parties; provided that ▇▇▇▇ ▇▇▇ will not be obligated to perform any such Additional IT Services unless the Parties agree in writing with respect thereto, which writing includes all material terms thereof (including the costs for such Additional IT Services, which will be in addition to the costs for the IT Services). Additional IT Services may include projects for set-up tasks, system improvements, data migration, the creation of a separate instance of all or any portion of ▇▇▇▇ ▇▇▇’▇ information technology systems, the creation or installation of a new system or software, the facilitation of the termination of Services (including training and knowledge transfer to the CoffeeCo Parties), the facilitation of t...