Common use of Mandatory Changes Clause in Contracts

Mandatory Changes. TELUS may require TI to implement a Mandatory Change by the delivery of a written request (a “Mandatory Change Request”) to TI, in which case the following provisions will apply: (a) the approval or agreement of TI to the Mandatory Change Request is not required; (b) the Mandatory Change Request will immediately become a Change Order upon the issuance of the Mandatory Change Request by TELUS, and TI will implement the Mandatory Change following receipt of the Mandatory Change Request from TELUS as soon as reasonably practicable to do so, provided that: (i) TI shall not be required to implement any Mandatory Change which is not technically possible or which, if implemented, would cause TI to be non-compliant with applicable Laws (an “Excluded Mandatory Change”); and (ii) any Excluded Mandatory Change shall be handled by the Parties as a Regular Change Request. (c) if, as a result of the Mandatory Change, the Fees are to be increased, decreased or otherwise changed, or any Service Levels, KPIs, time frames, or other terms and conditions of this Agreement or a SOW will be impacted, and a determination must be made regarding the particulars of such increase, decrease, change or impact, then the following procedures will apply: (i) after receipt from TELUS of the Mandatory Change Request, TI will provide TELUS with its proposed adjustment to the Fees and any impact on Service Levels, KPIs, time frames or other terms, with supporting information, including with regard to any increase or decrease to the Fees (an “Impact Assessment”); (ii) after TELUS has received and reviewed the Impact Assessment from TI, TELUS will, acting reasonably, and after due consideration of the Impact Assessment, by written notice to TI set the adjustment to the Fees or such other adjustment or change to the Service Levels, KPIs, time frames or other terms and conditions of this Agreement or the SOW, which adjustment or change will take effect immediately; (iii) if TI disputes any adjustment or change set by TELUS pursuant to paragraph (ii) above, TI shall implement the Mandatory Change notwithstanding the dispute and the dispute will be settled pursuant to the Dispute Resolution Process; (iv) the adjustment or change determined by TELUS will apply until any Dispute has been resolved between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect to the resolution of the Dispute, retroactive (to the extent possible) to the date of the implementation of the Mandatory Change giving rise to such Dispute; and (v) the undisputed portion of any adjustment to Fees as set forth in the Impact Assessment will be paid by TELUS at the time TI implements the Mandatory Change, with any adjustment to Fees subject to any Dispute being payable upon resolution of the Dispute.

Mandatory Changes. TELUS may 4.1 [ * ] 4.2 Notwithstanding any term or condition of this Schedule U to the contrary, if ACI exercises its right to require TI a Mandatory Change, it will deliver a Change Notice to implement Vendor that describes the nature of the required Mandatory Change in sufficient detail to allow for Vendor to commence implementation thereof, expressly designates the Change as a Mandatory Change by and authorizes Vendor to commence such implementation (the delivery of a written request (a “Mandatory Change RequestNotice”) to TI, ). Unless otherwise instructed by ACI in which case the following provisions will apply: (a) the approval or agreement of TI to the Mandatory Change Request is not required; (b) Notice, Vendor will begin implementing the Mandatory Change Request will immediately become a Change Order upon the issuance of the Mandatory Change Request by TELUS, and TI will implement the Mandatory Change following after receipt of the Mandatory Change Request from TELUS as soon as reasonably practicable to do so, provided that:Notice. (i) TI shall not be required to implement any 4.3 Vendor’s preparation and the Parties’ finalization of the Change Management Document for a Mandatory Change which is not technically possible or which, if implemented, would cause TI to be non-compliant will take place concurrently with applicable Laws (an “Excluded Vendor’s implementation of the Mandatory Change”); and (ii) any Excluded Mandatory Change . Vendor shall be handled by also prepare and deliver to ACI a good faith estimate of the Parties as a Regular Change Request. (c) if, impact on the Charges as a result of implementation of the Mandatory Change. 4.4 If the Parties are unable to agree on the impact on the Charges within thirty (30) days after the Mandatory Change Notice, then (i) Vendor will charge ACI for the work performed at the rates listed in Schedule C (Charges) for the level of resource that is reasonably required to complete the Mandatory Change, plus reasonable out-of-pocket expenses, pre-approved by ACI in writing, directly attributable to the Fees are Mandatory Change until such time as the Parties agree, as documented under this Contractual Change Control Procedure, to be increased, decreased or otherwise changed, or any Service Levels, KPIs, time frames, or other terms and conditions of this Agreement or a SOW will be impacted, and a determination must be made regarding the particulars of such increase, decrease, change or impact, then the following procedures will apply: (i) after receipt from TELUS actual costs of the Mandatory Change Request, TI will provide TELUS with its proposed adjustment to the Fees and any impact on Service Levels, KPIs, time frames or other terms, with supporting information, including with regard to any increase or decrease to the Fees (an “Impact Assessment”); (ii) after TELUS has received and reviewed the Impact Assessment from TI, TELUS will, acting reasonablyeither Party may consider such failure to agree to be a dispute, and after due consideration may escalate such dispute for resolution in accordance with Article 20 of the Impact Assessment, by written notice to TI set the adjustment to the Fees or such other adjustment or change to the Service Levels, KPIs, time frames or other terms and conditions of this Agreement or the SOW, which adjustment or change will take effect immediately; (iii) if TI disputes any adjustment or change set by TELUS pursuant to paragraph (ii) above, TI shall implement the Mandatory Change notwithstanding the dispute and the dispute will be settled pursuant to the Dispute Resolution Process; (iv) the adjustment or change determined by TELUS will apply until any Dispute has been resolved between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect to Agreement. Promptly following the resolution of such dispute, the Dispute, retroactive (Parties shall conduct a true-up process to reconcile the extent possible) to the date of the implementation of the Charges paid by ACI for such Mandatory Change giving rise to such Dispute; and (v) with the undisputed portion of any adjustment to Fees as set forth in the Impact Assessment will be paid by TELUS at the time TI implements the Mandatory Change, with any adjustment to Fees subject to any Dispute being payable upon ultimate resolution of the Disputedispute.

Mandatory Changes. TELUS may require TI to implement The Province may, either at the time it delivers a Change Request or at any time during the process set out in section 4.2, designate the Change set out in the Change Request as a Mandatory Change by the delivery of a written request (a “Mandatory Change Request”) to TIChange, in which case the following provisions process set out in section 4.2 will applybe modified as follows: (a) the approval or agreement of TI SI to the Mandatory Change Request is not required, provided that SI will not be required by a Mandatory Change to do anything that would be a breach of Applicable Law or an infringement of the Intellectual Property Rights of any person; (b) the Mandatory Change Request will immediately become effective as a Change Order upon issuance by the issuance Province of the Change Request pursuant to section 4.2 or notice designating the Change as a Mandatory Change Request by TELUSpursuant to this section 4.4 (in either case, a “Mandatory Change Request”), and TI SI will implement the Mandatory Change following receipt from the Province of the Mandatory Change Request from TELUS Request, as soon as reasonably practicable to do so, provided that: (i) TI shall not be required to implement any Mandatory Change which is not technically possible or which, if implemented, would cause TI to be non-compliant with applicable Laws (an “Excluded Mandatory Change”); and (ii) any Excluded Mandatory Change shall be handled by the Parties as a Regular Change Request.; (c) ifif a Mandatory Change will result in any change to the Fees or to the Services, as a result Deliverables, Implementation Approach or other material obligations of the Mandatory Change, the Fees are to be increased, decreased or otherwise changed, or any Service Levels, KPIs, time frames, or other terms and conditions of this Agreement or a SOW will be impacted, and a determination must be made regarding the particulars of such increase, decrease, change or impactparties, then the following procedures will apply: (i) within five (5) Business Days or such other mutually agreed period after receipt from TELUS the Province of the a Mandatory Change RequestRequest in respect of a Mandatory Change, TI SI will provide TELUS the Province with its proposed adjustment proposal for changes to the Fees (which changes will comply with the terms and any impact on Service Levelsconditions set out in subsection 4.2(c)(iii)), KPIsServices, time frames or Deliverables, Implementation Approach and other termsmaterial obligations of the parties resulting from the Mandatory Change, in all cases with supporting documentation including, without limitation, detailed information, including with regard to analysis and back-up support regarding any increase or decrease to the Fees (an the “Impact AssessmentMandatory Change Proposal”); (ii) within ten (10) Business Days after TELUS has received and reviewed the Impact Assessment from TIProvince receives the Mandatory Change Proposal, TELUS will, acting reasonably, and after due consideration of the Impact Assessment, by written Province will give notice to TI set SI setting out the adjustment extent to which the Fees Province accepts or such other adjustment or change to rejects the Service Levels, KPIs, time frames or other terms and conditions of this Agreement or the SOW, which adjustment or change will take effect immediatelyMandatory Change Proposal; (iii) if TI disputes any adjustment or change set by TELUS pursuant to paragraph (ii) above, TI shall implement the Mandatory Change notwithstanding Proposal will take effect upon and to the dispute extent that the Province accepts the Mandatory Change Proposal, and subject to subsections 4.4(c)(iv) and 4.4(c)(v) will be of no force or effect to the dispute extent rejected by the Province; (iv) if the Province rejects any portion of the Mandatory Change Proposal, SI may give notice to the Province within five (5) Business Days after receipt of the Province’s decision under subsection 4.4(c)(ii) that SI disputes such rejection by the Province, in which case the Dispute will be settled pursuant to the Dispute Resolution Process;, (ivv) the adjustment or change if it is determined by TELUS will apply until any Dispute has been resolved agreement between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect parties or pursuant to the resolution of Dispute Resolution Process that any changes proposed in the DisputeMandatory Change Proposal and rejected by the Province should be implemented, retroactive the additional changes will take effect immediately upon such determination; and (vi) any change in the Fees pursuant to the extent possiblea Mandatory Change Proposal that becomes effective under subsection 4.4(c)(iii) or 4.4(c)(v) will be given effect retroactively to the date of the implementation of the Mandatory Change giving rise Change, to such Dispute; and (v) the undisputed portion of any adjustment to Fees as set forth extent possible in the Impact Assessment will be paid by TELUS at the time TI implements the Mandatory Change, with any adjustment to Fees subject to any Dispute being payable upon resolution of the Disputecircumstance.

Mandatory Changes. TELUS may require TI 10.1 TfL shall be entitled to implement request a Mandatory Change in accordance with this paragraph 10. 10.2 If the Service Provider reasonably believes that a Mandatory Change is required at any time it shall promptly inform TfL in writing. 10.3 Subject to paragraph 10.4: (A) the provisions of paragraphs 8.2, 8.3, and 8.7 to 8.11 (inclusive) of this schedule shall apply in respect of any Mandatory Change required as a result of a Change in Law, mutatis mutandis, provided always that: Schedule 9 –Change Control Request Procedure and Changes (1) the Service Provider shall not be entitled to object to such a Mandatory Change pursuant to paragraph 8.3; and (2) in addition to the matters listed in paragraph 8.8(B), the Service Provider shall be required at the same time to provide evidence to TfL of how the relevant Change in Law has affected prices charged or costs incurred by contractors providing services similar to the Services, including (where relevant) any Sub-Contractors; and (B) the provisions of paragraphs 8.2, 8.3, 8.7 and 8.10 to 8.11 (inclusive) of this schedule shall apply in respect of any Mandatory Change required as a result of an Emergency, mutatis mutandis, provided however that: (1) the Service Provider shall have regard to the urgency of the circumstances and the Impact Assessment to be delivered to TfL under paragraph 8.3(A) shall be delivered within two (2) Working Days of receipt of the Change Control Request; (2) within three (3) Working Days of receipt by TfL of the relevant Impact Assessment, the Service Provider and TfL shall discuss, further develop and attempt to agree and finalise on a fair and reasonable basis (including as regards payment unless this Agreement expressly prohibits any additional costs or expenses for TfL) the matters set out in that Impact Assessment having regard to any action taken and costs incurred by the delivery Service Provider and any further payments made by TfL since its issue, and when such matters are agreed TfL shall issue to the Service Provider a Change Authorisation requiring the Service Provider to implement the Change in accordance with the Impact Assessment, as so agreed; (3) if the Service Provider and TfL cannot agree the contents of a written request the Impact Assessment within fifteen (a “Mandatory Change Request”15) to TIWorking Days of receipt by TfL of the relevant Impact Assessment, in which case the following provisions will applyTfL may: (a) allow the approval or agreement Service Provider and TfL to discuss the matter for a further period of TI no more than five (5) Working Days to attempt to agree the Mandatory Change Request is not required;issues set out in the relevant Impact Assessment; or (b) the Mandatory Change Request will immediately become a Change Order upon the issuance of the Mandatory Change Request by TELUS, and TI will implement the Mandatory Change following receipt of the Mandatory Change Request from TELUS as soon as reasonably practicable to do so, provided that: (i) TI shall not be required to implement any Mandatory Change which is not technically possible or which, if implemented, would cause TI to be non-compliant with applicable Laws (an “Excluded Mandatory Change”); and (ii) any Excluded Mandatory Change shall be handled by the Parties as a Regular Change Request. (c) if, as a result of the Mandatory Change, the Fees are to be increased, decreased or otherwise changed, or any Service Levels, KPIs, time frames, or other terms and conditions of this Agreement or a SOW will be impacted, and a determination must be made regarding the particulars of such increase, decrease, change or impact, then the following procedures will apply: (i) after receipt from TELUS of the Mandatory Change Request, TI will provide TELUS with its proposed adjustment to the Fees and any impact on Service Levels, KPIs, time frames or other terms, with supporting information, including with regard to any increase or decrease to the Fees (an “Impact Assessment”); (ii) after TELUS has received and reviewed the Impact Assessment from TI, TELUS will, acting reasonably, and after due consideration of the Impact Assessment, by written notice to TI set the adjustment to the Fees or such other adjustment or change to instruct the Service Levels, KPIs, time frames or other terms and conditions of this Agreement or the SOW, which adjustment or change will take effect immediately; (iii) if TI disputes any adjustment or change set by TELUS pursuant Provider to paragraph (ii) above, TI shall implement the Mandatory Change notwithstanding the dispute and the dispute will be settled pursuant to the Dispute Resolution Process; (iv) the adjustment or change determined by TELUS will apply until any Dispute has been resolved between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect to the resolution of the Dispute, retroactive (to the extent possible) to the date of cease the implementation of the Mandatory Change giving rise to such Dispute; andand notify the Service Provider that TfL is withdrawing the relevant Change Control Request; (v4) if the undisputed portion Service Provider and TfL cannot agree the contents of any adjustment to Fees as set forth in the Impact Assessment will be paid by TELUS at during the time TI implements period described in paragraph 10.3(B)(3) above and TfL does not withdraw the relevant Change Control Request, the matter shall be determined in accordance with the Dispute Resolution Procedure. (C) the provisions of paragraphs 8.2 to 8.11 (inclusive) of this schedule shall apply in respect of any other Mandatory Change, mutatis mutandis. Schedule 9 –Change Control Request Procedure and Changes 10.4 The Service Provider shall at all times promptly carry out the implementation of a Mandatory Change in accordance with TfL’s directions, notwithstanding that the price or any adjustment other details contained in Impact Assessment have not been agreed or determined pursuant to Fees subject to any Dispute being payable upon resolution of the Disputeparagraph 10.3.