Common use of New Services Clause in Contracts

New Services. (a) If Company requests Provider to perform an additional function, responsibility or task that is not described on the SERVICES SCHEDULE (SCHEDULE A), such additional function, responsibility or task will be considered a "New Service". If Company's request for a New Service includes a request for Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, Provider shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services being added. (b) Promptly after receiving each request for New Services from Company, Provider will provide a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company to obtain New Services from Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) If Company requests Provider If, after the date hereof and on or prior to perform an additional functionAugust 31, responsibility or task that 2017, or, with respect to Services provided in connection with any Transfer that, pursuant to Section 2.5 of the Distribution Agreement, is not described consummated at or prior to the Effective Time, one hundred (100) days following the actual date of such Transfer (notwithstanding that under Section 2.5(c) of the Distribution Agreement such Transfer may be deemed to have occurred on the SERVICES SCHEDULE Effective Time) the Parties determine that a service required by Service Recipient and provided by Service Provider or one of its Subsidiaries prior to the Distribution Date was omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (SCHEDULE A), such additional function, responsibility or task will be considered a "“New Service". If Company's request for a New Service includes a request for Provider ”) in addition to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, . Service Provider shall determine promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the resources form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and expenses related (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the element or elements of the Services being reduced or eliminated and those required Schedules providing for the services being added. (b) Promptly after receiving each request for New Services from Company, Provider will provide a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New ServicesService; provided that if no agreement for an Additional Service Schedule Amendment has been reached in writing in thirty (30) days, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein Service shall be deemed to obligate Company have a Termination Date of two (2) years from the date hereof, with the Market Rate as provided for in Section 2(a)(i), calculated as if the amendment to obtain New Services from Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not Schedule for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be New Servicesduly amended by, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control ProceduresAdditional Service Schedule Amendment. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (aIf, after the date hereof and on or prior to March 31, 2012, or, with respect to Services provided in connection with any Transfer that, pursuant to Section 2.6(a) If Company requests Provider to perform an additional functionof the Distribution Agreement, responsibility or task that is not described consummated at or prior to the Effective Time, one hundred (100) days following the actual date of such Transfer (notwithstanding that under Section 2.6(b) of the Distribution Agreement such Transfer may be deemed to have occurred on the SERVICES SCHEDULE Effective Time) the Parties determine that a service required by Service Recipient and provided by Service Provider or one of its Subsidiaries prior to the Distribution Date was inadvertently omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (SCHEDULE A), such additional function, responsibility or task will be considered a "“New Service". If Company's request for a New Service includes a request for Provider ”) in addition to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, . Service Provider shall determine promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the resources form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and expenses related (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the element or elements of the Services being reduced or eliminated and those required Schedules providing for the services being added. (b) Promptly after receiving each request for New Services from Company, Provider will provide a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New ServicesService; provided that if no agreement for an Additional Service Schedule Amendment has been reached in writing in thirty (30) days, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein Service shall be deemed to obligate Company have a Minimum Service Period expiring on June 30, 2012 and a Termination Date of two years from the Distribution Date, with Monthly Costs as provided for in Section 2(a)(i), calculated as if the amendment to obtain New Services from Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not Schedule for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be New Servicesduly amended by, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control ProceduresAdditional Service Schedule Amendment. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. 4.1.1 Subject to Section 4.1.2 and Section 4.1.3, Provider shall perform New Services upon Customer’s reasonable request. Customer shall make such requests in writing by submitting to Provider a detailed description of the New Services it is requesting (a) If Company requests a “New Service Request”). Provider will use Commercially Reasonable Efforts to perform reach an additional functionagreement with Customer for the provision of such New Services, responsibility or task that is not described on including, without limitation, the SERVICES SCHEDULE (SCHEDULE A), terms and conditions upon which such additional function, responsibility or task New Services will be considered provided and a "New Service"reasonable lead time for the performance of the Services. If Company's request for Following receipt of a New Service includes a request for Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunderRequest, Provider shall determine promptly provide Customer comments on the resources New Service Request and expenses related the Parties shall meet promptly thereafter to discuss such comments, which Customer shall consider in good faith. Such New Service Request, as amended by any changes thereto agreed by and between the Parties, shall become part of Schedule B and Schedule C, as appropriate. Accordingly, the descriptions of the New Services in Customer’s New Service Requests shall be in a form and at a level of detail comparable to the element or elements descriptions in Schedule B and Schedule C. A New Service shall be awarded by Customer to Provider only by means of Customer’s and Provider’s execution of a document authorizing 4.1.2 Provider to commence the Services being reduced or eliminated New Service according to the New Service Request and those required for the services being added. (b) Promptly after receiving each request for New Services from Company, Provider will provide a written quote terms and conditions agreed to Company setting forth between the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable Parties with respect to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal . 4.1.3 Provider may charge for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes as set forth in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable Section 2.3 of Schedule E. Customer shall award to the Provider all New Services relative related to information technology or substantially related to a Statement of Work under this Agreement. In the Charges and other existing charging methodologies. Upon receipt event New Services are not related to information technology or not substantially related to a Statement of such quote and other documentationWork under this Agreement, Company Customer may then elect decide to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoingServices itself, nothing herein shall be deemed to obligate Company to obtain award such New Services from to Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the or award such New Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider a Third Party supplier in its sole discretion or pursuant discretion. 4.1.4 Notwithstanding anything to the provisions of this Agreementcontrary herein contained, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless not be obligated to perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will in any jurisdiction in which Provider does not do business or be effected and documented through Change Control Proceduresobligated to perform New Services in violation of any Applicable Laws. Moreover, Provider shall not be obligated to perform any Function that it does not perform for itself or for one or more of its other customers.

New Services. (a) If Company requests The Customer may direct the Service Provider to perform an additional function, responsibility or task that is not described on quantities of the SERVICES SCHEDULE (SCHEDULE A), Services during the Term. The Service Provider shall provide such additional functionquantities of the Services as part of the Services. The charges for such additional Services shall be calculated according to the pricing set forth in Exhibit 4, responsibility the “Pricing, Invoicing & Payment” Exhibit, including the Resource Unit and Baseline methodology. (b) During the Term, the Customer may request the Service Provider to perform one or task will be considered a "more New Service"Services. If Company's Further, the Customer’s request for a New Service includes may include a request for the Service Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunderthat are being replaced by the New Services. In such event, the Service Provider shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services New Services being added. (bc) Promptly after receiving each request for New Services from Companythe Customer, the Service Provider will shall provide a written quote proposal for such New Services to Company the Customer setting forth the net increase or decrease in the Charges and/or Fees or other charging methodologies, and if as applicable, increases and decreases in resource units existing Baselines and additional resource baselines, Baselines (if any, ) that will be attributable to such New Services, Services and will shall concurrently deliver to Company the Customer as a part of such quote proposal a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the ServicesServices affected by the New Services request. All changes in the Charges Fees and other charging methodologies will shall be based upon the required proportional increase in personnel, system systems and other resources applicable to the New Services relative to the Charges Fees and other existing charging methodologiesmethodologies and equitably account for any efficiencies, economies or reduced or increased resource requirements resulting from any changes in the Services resulting from the New Services. Upon receipt of such quote proposal and other documentation, Company the Customer may then elect to have the Service Provider perform the New Services, and the Charges and, if applicable, Fees and other charging methodologies and resource baselines Baselines (if applicable) will be established and/or or adjusted to reflect such New ServicesServices in a written amendment to this Agreement in accordance with Section 17.2. Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company the Customer to obtain New Services from the Service Provider. (cd) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and or enhanced during the Term by the Service Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) If Company requests Provider to perform an additional function, responsibility or task other than the Services that requires resources for which there is no current Resource Unit or charging methodology (i.e., such function, responsibility or task is not described on included in the SERVICES SCHEDULE (SCHEDULE ACharges or is not charged separately under another methodology other than this New Services provision), such additional function, responsibility or task will may be considered a "“New Service". If Company's request for a New Service includes a request for Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, Provider shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services being added”. (b) Promptly after receiving each request for New Services from Company, Provider will either (i) provide Notice to Company that Provider will not bid on the New Services or (ii) provide a written quote to Company Company, at no charge to Company, setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes The Parties agree that any labor component of any New Service charged on a time and materials basis will be charged to Company at the rates set forth in the Charges and other charging methodologies will be based upon Schedule, provided that the required proportional increase appropriate skill sets are included in personnel, system and other resources applicable to such Schedule. If the New Services relative to appropriate skill sets are not included in the Charges and other existing charging methodologiesSchedule, the Parties will mutually agree upon an appropriate rate. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company to provide Notice of New Services to, or obtain New Services from from, Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this the Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if If the Parties cannot agree that a function, responsibility or task is a New Service, Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company and the Parties shall promptly initiate the Dispute Resolution Process. Notwithstanding the foregoing, if a good faith dispute exists between the Parties regarding whether such function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that Provider shall not be required to incur any out-of-pocket expenses, acquire assets, engage personnel, or otherwise expend capital in excess of [ * * * ] outstanding at any one time. If at the end of the Dispute Resolution Process such function, responsibility or task is required by law or regulation or determines in good faith that the functiondeemed to be a New Service, responsibility or task is critical to Company's business, then Provider shall nevertheless perform adjust the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a next invoice sent to Company to reflect the agreed upon pricing for such New Service to be paid by Company will be determined pursuant to from the Dispute Resolution Processdate Provider began performing the New Service. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) Procedures If Company Customer requests that Provider to perform an additional function, responsibility or task that is not described on the SERVICES SCHEDULE (SCHEDULE A), such additional function, responsibility or task will be considered a "any New Service". If Company's request for a New Service includes a request for Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, Provider shall determine the resources and expenses reasonably related to the element Services or elements of the Services being reduced or eliminated and those required for the other services being added. (b) Promptly generally provided by Provider, Provider shall, after receiving each request for New Services from CompanyCustomer, either (i) promptly provide Notice to Customer that Provider will not bid on the New Services (each, a “No Bid”), or (ii) prepare, at no additional charge to Customer, a New Services proposal for Customer’s consideration within ten Business Days of Customer’s request (unless a longer period of time is agreed upon by the Parties). Provider’s New Services proposal shall include the elements set forth in Section 4.2(b) below, unless otherwise agreed by the Parties. Customer may accept or reject any New Services proposal in its sole discretion and Provider shall not be obligated to perform any New Services to the extent the proposal is rejected. If Customer accepts Provider’s proposal, Provider will provide a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for perform the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes in the Charges and other charging methodologies will be based paid in accordance with the proposal submitted by Provider, or other terms as may be agreed upon by the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New ServicesParties, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Servicesapplicable provisions of the Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company to obtain Upon Customer’s acceptance of a New Services from Provider. (c) The Parties agree that changes during the Term in functionsproposal, responsibilities and tasks that are within the scope of the Services will not be deemed expanded to include such New Services and such accepted New Services proposal will be New documented in a Change Order or in a new Service Agreement, as applicable. Notwithstanding any provision to the contrary: (i) Provider shall act reasonably and in good faith in formulating its pricing proposal, (ii) Provider shall use commercially reasonable efforts to identify potential means of reducing the cost to Customer, including utilizing Provider Agents as and to the extent appropriate, (iii) such pricing proposal shall be no less favorable to Customer than the lowest pricing and labor rates set forth in the Agreement for comparable or similar Services, if and (iv) such functions, responsibilities pricing proposal shall take into account the existing and tasks evolved or were supplemented future volume of business between Customer and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control ProceduresProvider. (db) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if Service Proposal Provider’s proposal for New Services requested by Company. The determination of whether any functionCustomer shall include the following, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process.as applicable: (ei) Changes to this Agreement a detailed description of the implementation services and to on-going services that Provider anticipates performing in connection with such New Services; (ii) a commercially reasonable schedule and Transition Plan for implementing the Schedules to reflect New Services; (iii) Provider’s proposed charges for such New Services will (in accordance with Section 4.2(a)), including a detailed breakdown of any such charges (which shall be effected quoted as a fixed fee or on a “time and documented through Change Control Procedures.materials” basis, as requested by Customer); Exhibit 10.103 (iv) an estimate of Provider’s human resources necessary to provide such new Services, including implementation and on-going services;

New Services. (a) If Company “New Services” means functions that Voya Group requests Provider Supplier to perform an additional functionunder this Agreement: (1) that are in addition to, responsibility or task and materially different from, the Services; and (2) for which there is no existing charging mechanism in this Agreement. Voya Group may from time to time request that is not described on Supplier perform New Services. Within a reasonable period of time after the SERVICES SCHEDULE receipt of such request, Supplier shall prepare and submit to Voya Group at no charge a proposal for the performance of the New Services (SCHEDULE Asuch proposal shall include necessary and reasonable scoping and analysis of the New Services in order to be able to specify the applicable personnel, hardware and Software resources and the applicable Fees), consistent with the procedures – Voya Confidential – 13 set forth in Schedule C. Voya Group shall not be required to accept any such additional function, responsibility or task will proposal. Voya Group shall not be considered a "New Service". If Company's request for a New Service includes a request for Provider obligated to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunder, Provider shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services being added. (b) Promptly after receiving each request for obtain any New Services from CompanySupplier, Provider will provide nor shall Voya Group be prevented from requesting or obtaining such services from a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Servicesthird party. All changes in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company may then elect to have Provider perform the New Services, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company to obtain New Services from Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions of this Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if If the Parties cannot agree that a function, responsibility or task falls within are in dispute as to whether the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task proposed service is a New Service or an in-scope Service, Supplier shall begin performing the services upon Voya Group’s written instruction to begin work. If the Parties later agree that the work is a New Service and separately billable, but the Fees have not been agreed upon, then Voya Group shall pay the applicable rates set forth in Schedule D or the applicable Statement of Work while the dispute regarding the Fees is being resolved. If the resource is not covered by Schedule D or the applicable Statement of Work, Supplier's commercially reasonable rates consistent with the discounts and rates otherwise provided to Voya Group shall apply, until the Fees have been resolved. In no event will Voya Group be paid by Company will obligated to pay for any services other than the then-existing Services without the written agreement of the Parties. New Services may be determined performed under an existing Statement of Work or pursuant to the Dispute Resolution Processa new Statement of Work. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) If Company requests Provider During the Term, Equifax may request EDS to perform an additional functionone or more New Services. Further, responsibility or task that is not described on the SERVICES SCHEDULE (SCHEDULE A), such additional function, responsibility or task will be considered a "New Service". If CompanyEquifax's request for a New Service includes may include a request for Provider EDS to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereunderunder the applicable Transaction Document that are being replaced by the New Services. In such event, Provider EDS shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services New Services being added. (b) Promptly after receiving each request for New Services from CompanyEquifax, Provider EDS will provide a written quote for such New Services to Company Equifax setting forth the net increase or decrease in the Monthly Charges and/or other charging methodologiesmethodologies under the applicable Transaction Document, and if as applicable, increases and decreases in resource units existing Resource Unit Baselines and additional resource baselines, Resource Unit Baselines (if any, ) that will be attributable to such New Services, Services and will concurrently deliver to Company Equifax as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the ServicesServices under such Transaction Document and all other Transaction Documents affected by the New Services request. All changes in the Monthly Charges and other charging methodologies will be based upon the required proportional increase in personnel, system System and other resources applicable to the New Services relative to the Monthly Charges and other existing charging methodologies. Upon receipt of such quote and other documentation, Company Equifax may then elect to have Provider EDS perform the New Services, and the Monthly Charges and, if applicable, and other charging methodologies and resource baselines Resource Unit Baselines (if applicable) under the affected Transaction Document will be established and/or adjusted to reflect such New ServicesServices in a written amendment to the Agreement in accordance with Section 17.2. ------------ Notwithstanding the foregoing, nothing herein shall be deemed to obligate Company Equifax to obtain New Services from ProviderEDS. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider EDS in its sole discretion or pursuant to the provisions of this the Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) If Company requests “New Services” shall mean additional Services that are related to any Services described in the Scope of Work as construed in accordance with Section 2.4. The Agency, in its sole discretion, may, from time to time during the Term, request that Provider to perform an additional function, responsibility or task that is not described on the SERVICES SCHEDULE (SCHEDULE A), such additional function, responsibility or task will be considered a "New Service". If Company's request for In requesting a New Service includes a request for Service, the Agency may communicate to Provider to correspondingly reduce or eliminate one or more existing elements of the Services then being provided hereundercertain parameters governing performance thereof, Provider shall determine the resources and expenses related to the element or elements of the Services being reduced or eliminated and those required for the services being added. (b) Promptly after receiving each request for New Services from Company, Provider will provide a written quote to Company setting forth the net increase or decrease in the Charges and/or other charging methodologies, and if applicable, increases and decreases in resource units and additional resource baselines, if any, that will be attributable to such New Services, and will concurrently deliver to Company as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the Services. All changes in the Charges and other charging methodologies will be based upon the required proportional increase in personnel, system and other resources applicable to the New Services relative to the Charges and other existing charging methodologiesincluding service levels. Upon receipt of such quote a request from the Agency, Provider shall provide the Agency with: (i) a written description of the work Provider anticipates performing in connection with such New Service and other documentationthe performance parameters relating thereto; (ii) a schedule for commencing and completing the New Service; (iii) Provider’s prospective charges for such New Service, Company may then elect which charges shall be stated in the pricing methodology specified by the Agency (e.g., time and materials, fixed price, “not to have exceed”), and which charges shall be commensurate with the charges applicable hereunder for similar Services or Services requiring similar resources; (iv) the human resources necessary to provide the New Service; and (v) when applicable, acceptance test criteria and procedures for any new deliverables or services. Provider shall not begin performing any New Service, and the Agency shall not be obligated to pay for any New Service, until the Agency has provided Provider with written authorization from the Agency’s Chief Technology Officer to perform the New ServicesService. However, once the Agency provides Provider with written authorization to perform the New Service, Provider shall perform such New Service as required hereunder, and the Charges and, if applicable, other charging methodologies and resource baselines will be established and/or adjusted to reflect such New Services. Notwithstanding the foregoing, nothing herein Service shall be deemed to obligate Company to obtain New Services from Provider. (c) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope be part of the Services will not be deemed to be New “Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by Provider in its sole discretion or pursuant to the provisions ” for all purposes of this Agreement, unless such functionincluding, responsibility or task was approved without limitation, the provisions regarding Service Levels. Except as otherwise agreed by Company pursuant to the parties, in the event that (a) the actual charges for any New Service provided by Provider exceed the estimate of the charges that were included in the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a Proposal for such New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform be responsible for the disputed function, responsibility or task if requested by Company. The determination excess costs of whether any function, responsibility or task is a such New Service to be paid by Company will be determined pursuant to the Dispute Resolution ProcessService. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.

New Services. (a) If Company requests Provider During the Term, Equifax may request IBM to perform a "New Services" ------------ (defined as an additional function, responsibility or task under any Transaction Document that requires resources for which there is not described on the SERVICES SCHEDULE (SCHEDULE A)no current Resource Unit Baseline or charging methodology under such Transaction Document, that is, such additional function, responsibility or task will be considered a "is not included in the Monthly Charge and is not charged separately under another methodology other than this New Service"Services provision). If CompanyFurther, Equifax's request for a New Service includes may include a request for Provider IBM to correspondingly reduce or eliminate * one or more existing elements of the Services * then being provided hereunderunder the applicable Transaction Document * New Services. In such event, Provider IBM shall determine the resources and expenses * related to the element or elements of the Services being reduced or eliminated * and those required for the services New Services being added. (b) . Promptly after receiving each request for New Services from CompanyEquifax, Provider IBM will provide a written quote for such New Services to Company Equifax setting forth the net increase or decrease * and * in the Charges * and/or other charging methodologies* under the applicable Transaction Document, and if as applicable, increases and decreases * in resource units existing * and additional resource baselines, * if any, that will be attributable to such New Services, and will concurrently deliver to Company Equifax as a part of such quote a detailed description of and proposal for the New Services together with a report regarding the ramifications and impacts of such New Services on the ServicesServices under such Transaction Document. All changes in the Charges * and other charging methodologies * will be based upon the required proportional increase * in personnel, system * and other resources * applicable to the New Services relative to the Charges * and existing other existing charging methodologies. * Upon receipt of such quote and other documentation, Company Equifax may then elect to have Provider IBM perform the New Services, and the Charges * and, if applicable, other charging methodologies * and resource baselines * under such Transaction Document will be established and/or adjusted to reflect such New ServicesServices in a written amendment to the Agreement in accordance with Section 17.2. Notwithstanding the foregoing, nothing herein shall be ------------ deemed to obligate Company Equifax to obtain New Services from ProviderIBM. (cb) The Parties agree that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services * will not be deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term * by Provider IBM in its sole discretion or pursuant to the provisions of this the Agreement, unless such function, responsibility or task was approved by Company pursuant to the Change Control Procedures. (d) Without limiting the provisions of Section 1.6 or Section 2.2, if the Parties cannot agree that a function, responsibility or task falls within the definition of a New Service, and Company either demonstrates that such function, responsibility or task is required by law or regulation or determines in good faith that the function, responsibility or task is critical to Company's business, then Provider shall nevertheless perform the disputed function, responsibility or task if requested by Company. The determination of whether any function, responsibility or task is a New Service to be paid by Company will be determined pursuant to the Dispute Resolution Process. (e) Changes to this Agreement and to the Schedules to reflect New Services will be effected and documented through Change Control Procedures.