New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows: (a) If the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels. (b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then: (i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and (ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreement. (c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a). (d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New Services. (e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New Services. (f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 2 contracts
Samples: Master Services Agreement (Aci Worldwide, Inc.), Master Services Agreement (Aci Worldwide, Inc.)
New Services. A. New Services Proposal If Gap requests that Supplier perform any New Services that are materially different fromSupplier is reasonable capable of providing and willing to bid on, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) Supplier shall be considered “New Services.” The Parties’ obligations with respect to promptly prepare a New Services proposal for Gap’s consideration. Supplier shall be as follows:
(a) If prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the performance nature and scope of the proposed New Services can be reflected and, in event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a change in the volume of chargeable resource usage, reasonably detailed project plan and the net change in the resources and expenses required to perform a price estimate for the New Services would not be disproportionately different from the corresponding change in the volume or composition Service; (ii) a reasonably detailed breakdown of such chargeable resource usage from performing price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New ServicesService; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be provided by Supplier in connection with the New Service; (vi) a description of the software, then hardware and other resources, including Resource Unit utilization, necessary to provide the chargeNew Service; and (vii) additional facilities, if anyhardware, for such New Services shall software or labor resources to be determined pursuant to Schedule C (Charges), this Section 13.6 and provided by Gap in connection with the other Sections of this Agreement relating to proposed New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionIf Gap accepts Supplier’s proposal, the Parties may work together will negotiate a mutually agreed to re-prioritize certain then existing Services and/or Service Levels in order to determine ifStatement of Work. Upon execution of the applicable Statement of Work, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other scope of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change included in the volume of chargeable resource usage, or if the net change in the resources Charges will be expanded and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall will be adjusted, if appropriate, modified to reflect include such New Services. If ACI so elects, such All New Services shall must be subject to the provisions of this Agreement.
Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(aGap Approval).
(d) ACI B. Competing Bids Gap may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform or any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to perform itself Gap in any proposal for New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the Gap elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement and (ii) Supplier shall reasonably cooperate with such third parties.
C. New Sourcing Lines In the event Gap elects to utilize Supplier to provide a new line of sourcing services (e.g., logistics and supply chain management, supply chain applications, and human resources support) (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Sourcing Line(s) or it is agreed that new provisions are required, such modifications will be addressed through an amendment to this Agreement, unless the Parties otherwise agree that a stand alone agreement that leverages the terms agreed to herein as applicable will facilitate the provision or management of the services. __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the provision of such New Servicesomitted portions.
D. Approved Supplier Gap acknowledges that Supplier is an approved supplier of Gap for IT hardware, software and services. As an approved supplier, Gap shall (ei) Evolutionallow Supplier to bid on all Requests for Proposals or similar Gap efforts to procure IT hardware, supplementssoftware and services for which Gap, modificationsin its sole discretion, enhancements determines IBM is qualified, (ii) consider Supplier fairly and replacements in good faith for such IT hardware, software and services, and (iii) if Supplier is not awarded such business, provide Supplier a reasonable description of the Services required by Section 3.3 above shall reasons why Supplier was not be deemed awarded, which description will provide Supplier the same information as Gap provides to be New Services.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clientsall other vendors who bid on, but were not awarded, the Parties agree that Vendor will provide market competitive pricingrelevant Request for Proposal.
Appears in 2 contracts
Samples: Master Services Agreement (Gap Inc), Master Services Agreement (Gap Inc)
New Services. (a) In the event that ACH wishes to obtain New Services during the Term, ACH may request in writing that Visteon provide New Services (a "New Services Request"), pursuant to a validly executed amendment to a Statement of Work or a new Statement of Work in accordance with this Section 3.6.
(b) Visteon shall use commercially reasonable efforts to accommodate any such New Services Request from ACH. For purposes of this Section 3.6, accommodating a New Services Request shall be deemed commercially reasonable if, notwithstanding any plan, policy or practice of Visteon to reduce the scope, level and/or volume of services provided to the Business prior to the Closing, such New Services Request is a request for any New Services that are materially different from, or in addition to, reasonably required for the Services, but for which there is no charging methodology, or which operation of the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to Business as a going concern. New Services shall be deemed reasonably required for the operation of the Business as follows:
(a) If a going concern if a reasonable business person would expect ACH to receive or otherwise enjoy the performance benefits thereof, or of substantially similar services, in the ordinary course as a going concern in the automotive supply businesses in which ACH is active at the time of such New Services Request. Upon the written request of Visteon, within a reasonable period of time following receipt of such request, ACH shall submit to Visteon any information reasonably required by Visteon to evaluate such New Services Request. Within a reasonable time after receiving the New Services can be reflected Request, Visteon shall determine in good faith whether it is able through the use of commercially reasonable efforts to accommodate the request and shall provide ACH with a change Capacity Notice, it being understood by the Parties that any such accommodation shall occur in accordance with Article V.
(c) In the event that Visteon determines that, through the use of commercially reasonable efforts, it is able to accommodate the New Services Request, Visteon shall set forth in the volume Capacity Notice a written description of chargeable resource usageand a schedule for commencing the New Services. Visteon and ACH shall negotiate in good faith to agree upon an amendment to a Functional Services Area Statement of Work or a new Statement of Work describing the work Visteon is to perform in connection with such New Services and the Cost of such New Services. No amendment to a Functional Services Area Statement of Work or new Statement of Work for such New Services will become effective until it has been executed by an authorized representative of each of Visteon and ACH. Within a reasonable time after receiving the Capacity Notice, ACH shall provide Visteon with a ACH Election Notice indicating whether ACH elects to receive the New Service(s) on the terms set forth in the Capacity Notice.
(d) If ACH elects to receive the New Service(s) on the terms set forth in the Capacity Notice, and the net change in the resources Parties agree upon and expenses required execute an amendment to a Functional Services Area Statement of Work or a new Statement of Work, as applicable, Visteon will perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to accordance with the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, Upon execution by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software Visteon and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity ACH of an added charge so long as such accommodation does not jeopardize the performance by Vendor amendment to a Functional Services Area Statement of any other Work or a new Statement of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) Work for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall scope of the Services to be adjusted, if appropriate, provided by Visteon to reflect ACH will be expanded accordingly to include such New Services. If ACI so electsNotwithstanding the preceding sentence, such for the avoidance of doubt, the expansion of the scope of the Services to include the requested New Services pursuant to this Section 3.6 shall be subject to not expand the provisions scope of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor Visteon to perform any ACH Buyer under any Participation Agreement previously executed between Visteon and such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New ServicesACH Buyer.
(e) EvolutionIn the event that Visteon determines in good faith that, supplementsdespite the use of commercially reasonable efforts, modificationsit is unable to accommodate the New Services Request, enhancements and replacements Visteon shall explain in reasonable detail the reasons for Visteon's inability to accommodate the request. If ACH wishes to dispute Visteon's inability to accommodate the request, then the Parties shall make use of the Services required by Section 3.3 above shall not be deemed provisions of Article IV hereof to be New Servicesresolve any such dispute.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to A. New Services shall be as follows:
(a) Proposal If the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to Gap requests that Supplier perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such any New Services, then Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the chargenature and scope of the proposed New Services and, if anyin event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Services shall Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be determined pursuant provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to Schedule C provide the New Service; and (Charges)vii) additional facilities, this Section 13.6 and hardware, software or labor resources to be provided by Gap in connection with the other Sections of this Agreement relating to proposed New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionIf Gap accepts Supplier’s proposal, the Parties may work together will negotiate a mutually agreed to re-prioritize certain then existing Services and/or Service Levels in order to determine ifStatement of Work. Upon execution of the applicable Statement of Work, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other scope of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change included in the volume of chargeable resource usage, or if the net change in the resources Charges will be expanded and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall will be adjusted, if appropriate, modified to reflect include such New Services. If ACI so electsNotwithstanding any provision to the contrary, such the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. pricing proposed by Supplier shall be reasonable and shall be no less favorable to Gap than the pricing and labor rates set forth herein for the same or substantially similar resources in the same country and shall take into account the existing and future volume of business between Gap and Supplier. All New Services shall must be subject to the provisions of this Agreement.
Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(aGap Approval).
(d) ACI B. Competing Bids Gap may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform or any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to perform itself Gap in any proposal for New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the Gap elects to use third parties with respect to the provision of perform New Services, (i) such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New “Services” under the provisions of this Agreement and (ii) Supplier shall cooperate with such third parties as provided in Section 9 (Strategic Relationship Management).
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
Samples: Master Services Agreement (Gap Inc)
New Services. A. New Services Proposal If VMU requests that are materially different from, or in addition to, the IBM perform any New Services, but IBM shall promptly prepare a New Services proposal for VMU’s consideration. IBM shall prepare New Services proposals at no additional charge to VMU and shall deliver such proposal to VMU within a timeframe that is reasonable based on the nature and scope of the proposed New Services and, in event the proposed New Services are being competitively bid, in compliance with VMU’s competitive bidding requirements. A New Services proposal shall include (i) a reasonably detailed project plan and a price for the New Service; (ii) a reasonably detailed breakdown of such price, which there is no charging methodology, or which price shall be stated in the existing charging pricing methodology was not intended to cover specified by VMU (e.g., start-up expensestime and materials, fixed price, “not to exceed”), (iii) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If the performance a reasonably detailed description of the service levels to be associated with such New Services can be reflected in Service; (iv) a change in the volume of chargeable resource usage, schedule for commencing and the net change in the resources and expenses required to perform completing the New Services would not Service; (v) a description of the new hardware or software required in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to provide the New Service; (vii) additional facilities, hardware, software or labor resources to be disproportionately different from provided by VMU in connection with the corresponding change in the volume or composition of such chargeable resource usage from performing such proposed New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C Service; and (Charges), this Section 13.6 viii) acceptance test criteria and the other Sections of this Agreement relating to New Servicesprocedures. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionIf VMU accepts IBM’s proposal, the Parties may work together will negotiate a mutually agreed to re-prioritize certain then existing Services and/or Service Levels in order to determine ifStatement of Work. Upon execution of the applicable Statement of Work, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other scope of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change included in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would Charges will be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, expanded and the Charges under definition of “Services” in this Agreement shall will be adjusted, if appropriate, modified to reflect include such New Services. If ACI so elects, such All New Services must be approved by VMU in accordance with Section 4.1, and IBM shall be subject to the provisions of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such begin performing any New Service, then upon ACI’s written instruction and VMU shall not be obligated to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge pay for the any New Service, Vendor will provide until such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a)approval has been given.
(d) ACI B. Competing Bids VMU may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform any New Services; provided, however, that VMU shall not disclose any Proprietary or Confidential Information provided by IBM to perform itself VMU in any proposal for New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the VMU elects to use third parties with respect to the provision of perform New Services, (i) such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed “Services” under the provisions of this Agreement and (ii) IBM shall cooperate with such third parties as provided in Section 6.
C. New Sourcing Lines In the event VMU elects to utilize IBM to provide a new line of sourcing services (individually and collectively referred to as “New Sourcing Line(s)”), such services will be treated as New Services under this Agreement, provided that each New Sourcing Line will include in the proposal a unique Exhibit to Schedule C (Fees and Resource Baselines); Statement(s) of Work; Service Level Agreement attachments, and as applicable, supporting exhibits. To the extent any provisions of this Agreement are deemed by the Parties to be inapplicable to such New Services.
(fSourcing Line(s) With regard or it is agreed that new provisions are required, such modifications will be addressed through an amendment to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clientsthis Agreement, unless the Parties otherwise agree that Vendor a stand alone agreement that leverages the terms agreed to herein as applicable will provide market competitive pricingfacilitate the provision or management of the services.
Appears in 1 contract
Samples: Master Services Agreement (Virgin Mobile USA, Inc.)
New Services. (a) The Parties may agree that Pxxxx Systems will provide to GPI, as requested by GPI in writing from time to time, services that (1) unless otherwise agreed, will be subject to all terms and conditions of this Agreement and (2) fall outside of the then-current scope of the Designated Services (the “New Services”). New Services can either be (a) activities that are materially different fromperformed on a continuous basis for the remainder of the Term; or (b) activities that are performed for a period of time that is less than the duration of the Term (the “New Scope Projects”). The written agreement of the Parties that Pxxxx Systems will provide a New Service will be made through the Change Control Procedures and will be documented (i) in the form of an amendment to an existing Statement of Work or the addition of a new Statement of Work, or in addition toif such New Services are not a New Scope Project, and (ii) through a Project Plan, if such New Services are a New Scope Project. To determine whether a service is a New Service, the ServicesParties will first review the Statement of Work for guidance as to whether the requested service is included within (or inherent in) the Responsibilities assigned to Pxxxx Systems in the Statement of Work such that it will qualify as a Designated Service. If review of the Statement of Work does not provide sufficient guidance, but the Parties will determine whether a charging mechanism exists in the Charges Schedule that would reasonably be associated with (or closely approximates a reasonable charging mechanism for) such Service. If the Statement of Work or applicable charging mechanism indicates (whether expressly or by means of a close approximation) that such service is included within the Designated Service, Pxxxx Systems will perform such service in accordance with its existing obligation to perform the Designated Services for which there is no charging methodologythe Charges associated with that Designated Service, or which and, the Parties will normalize the existing charging methodology was not intended mechanism such that it would ideally apply to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) such service. If the performance of the New Services can be reflected service does not qualify as a Designated Service in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of accordance with such chargeable resource usage from performing such New Servicescriteria, then the charge, if any, for such that service will be deemed a New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service LevelsService.
(b) If the performance Upon Pxxxx Systems’ receipt of the a request from GPI that Pxxxx Systems provide additional services and a determination on behalf of GPI that such additional services constitute a New Services cannot be reflected in Service, Pxxxx Systems will within five (5) Business Days provide GPI with an initial response indicating whether Pxxxx Systems will provide a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required proposal to perform the New Confidential Master Services Agreement Services would be disproportionately different from Services. If Pxxxx Systems elects to provide a proposal to perform the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, thenPxxxx Systems will within thirty (30) Business Days (or such shorter period as required by a Service Level) prepare, at no additional charge beyond the Base Fees, a written proposal that will include the following information, to the extent relevant:
(i) Vendor shall quote to ACI a charge written description of the work that Pxxxx Systems anticipates performing in connection with such New Service;
(which may be variableii) a schedule for commencing and implementing such New Service;
(iii) a project plan for implementing such New Service;
(iv) Pxxxx Systems’ proposed charges for such New Services that is competitive Service, including a detailed breakdown of any such charges;
(v) proposed service levels applicable to such New Service;
(vi) an estimate of the human resources necessary to provide the New Service;
(vii) a description of any new software, tools or Equipment to be provided by Pxxxx Systems in connection with such New Service;
(viii) a description of the software, tools and Equipment and run-time requirements necessary to develop and operate any new software;
(ix) a list of any existing software, tools or Equipment included in or to be used in connection with such New Service;
(x) acceptance test criteria and procedures for any new software, tools or any products, packages or services to be used in connection with such New Service;
(xi) the name and title of the Pxxxx Systems employee who would serve as project manager in connection with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions implementation of the Services that would no longer New Service or the management of a New Scope Project;
(xii) a list of all jurisdictions (with a level of specificity as requested by GPI) from which such New Service will be required provided if the such New Services would Service will be performed by Vendorother than at a Service Location; and
(iixiii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreementany other information reasonably requested by GPI.
(c) If Pxxxx Systems will not begin performing any New Service until (i) the Parties cannot agree have agreed upon the pricing applicable to a terms and conditions of the New Service that, although materially different from the Services, is still closely related pursuant to the Services then being Operational Change Control Procedures, (ii) the relevant documentation pertaining to the New Service has been completed in accordance with the Contract Charge Control Procedures, and (iii) GPI has provided by Vendor, ACI nonetheless desires Vendor Pxxxx Systems with written authorization to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New Services.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If ACE requests that IBM perform any New Services, IBM shall promptly prepare a New Services proposal for ACE's consideration. Unless otherwise agreed by the performance Parties, IBM shall prepare such New Services proposal at no additional charge to ACE and shall deliver such proposal to ACE within fourteen (14) days of its receipt of ACE's request. Such New Services proposal shall include, among other things, (i) a project plan and fixed price or cost estimate for the New Service; (ii) a breakdown of the cost buildup for such pricing or estimate, (iii) a description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service; (v) a description of any new hardware or software to be provided by IBM in connection with the New Service; (vi) a description of any software and hardware resources and runtime requirements necessary to provide the New Service; and (vii) the human resources necessary to provide the New Service. ACE may accept or reject any New Services can be reflected proposal in a change in its sole discretion. If ACE accepts IBM's proposal and IBM agrees to provide the volume of chargeable resource usageNew Services, and the net change in the resources and expenses required to IBM will perform the New Services would not in accordance with the provisions set forth herein and therein, and will be disproportionately different from paid in accordance with the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 proposal submitted by IBM and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionAt such time, the Parties may work together scope of the Services will be expanded to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, include such New Services unless the Parties agree in writing to the contrary. The Parties shall become agree in writing as to whether New Services without are Exclusive Services or Non-Exclusive Services. Notwithstanding any provision to the necessity contrary, the pricing proposed by IBM shall take into account the existing and future volume of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levelsbusiness between ACE and IBM.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which ACE may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform or to perform itself any New Services. If ACI so electsACE elects to use third parties to perform New Services, Vendor (i) such New Services shall not be deemed Services under the provisions of this Agreement and (ii) IBM shall reasonably cooperate at no charge with ACI such third parties as provided in Section ------- 9.2 to the extent such cooperation does not impact IBM's ability to --- provide the Services. ACE shall reimburse IBM for reasonable costs of complying with this Section 11.5(b). ---------------
(c) The Parties anticipate that the Services will evolve and be supplemented, modified, enhanced or replaced over time to keep pace with technological advancements and improvements in the methods of delivering services, and the third parties with respect Parties acknowledge that these evolutionary changes may modify the "Services" and will not necessarily be deemed to the provision of such result in New Services.
(ed) EvolutionIBM will promptly inform the ACE Project Executive of requests for New Services from End Users or Eligible Recipients, supplements, modifications, enhancements and replacements shall submit any proposals for New Services to the ACE Project Executive or his or her designee. IBM shall not agree to provide New Services to any End Users or Eligible Recipients without the prior written approval of the Services required by Section 3.3 above shall not be deemed to be New ServicesACE Project Executive or his or her designee.
(fe) With regard If ACE requests that IBM provide Services to Production Mainframe Entities other than Eligible Recipients, the requested Services shall be treated as New Services. Unless otherwise agreed by the Parties, such Services shall Ace/IBM Proprietary Information 43 be performed in accordance with the terms and Hosting conditions governing the provision of the same Services which may to existing Eligible Recipients; provided, however, that to the extent Services are to be required by ACI in provided outside the future to provide market competitive service offerings to their external clientsUnited States, the Parties agree that Vendor will provide market competitive pricingmay modify or add necessary terms and conditions.
Appears in 1 contract
Samples: Information Technology Services Agreement (Ace LTD)
New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to A. New Services shall be as follows:
(a) Proposal If the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to Gap requests that Supplier perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such any New Services, then Supplier shall promptly prepare a New Services proposal for Gap’s consideration. Supplier shall prepare New Services proposals at no additional charge to Gap and shall deliver such proposal to Gap within a timeframe that is reasonable based on the chargenature and scope of the proposed New Services and, if anyin event the proposed New Services are being competitively bid, in compliance with the competitive bidding requirements. A New Services proposal shall include, among other things, (i) a reasonably detailed project plan and a price estimate for the New Service; (ii) a reasonably detailed breakdown of such price or estimate, (iii) a reasonably detailed description of the service levels to be associated with such New Services shall Service; (iv) a schedule for commencing and completing the New Service; (v) a description of the new hardware or software to be determined pursuant provided by Supplier in connection with the New Service; (vi) a description of the software, hardware and other resources, including Resource Unit utilization, necessary to Schedule C provide the New Service; and (Charges)vii) additional facilities, this Section 13.6 and hardware, software or labor resources to be provided by Gap in connection with the other Sections of this Agreement relating to proposed New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionIf Gap accepts Supplier’s proposal, the Parties may work together will negotiate a mutually agreed to re-prioritize certain then existing Services and/or Service Levels in order to determine ifStatement of Work. Upon execution of the applicable Statement of Work, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other scope of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change included in the volume of chargeable resource usage, or if the net change in the resources Charges will be expanded and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall will be adjusted, if appropriate, modified to reflect include such New Services. If ACI so electsNotwithstanding any provision to the contrary, such the pricing proposed by Supplier shall be reasonable and shall be no less favorable to Gap than the pricing and labor rates set forth herein for the same or substantially similar resources in the same country and shall take into account the existing and future volume of business between Gap and Supplier. All New Services shall must be subject Approved by Gap’s Chief Information Officer in accordance with Section 6.1 (Gap Approval). * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the provisions of this Agreementomitted portions.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI B. Competing Bids Gap may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform or any New Services; provided, however, that Gap shall not disclose any Confidential and Proprietary Information provided by Supplier to perform itself Gap in any proposal for New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the Gap elects to use third parties with respect to the provision of perform New Services, (i) such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New “Services” under the provisions of this Agreement and (ii) Supplier shall cooperate with such third parties as provided in Section 9 (Strategic Relationship Management).
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
Samples: Master Services Agreement (Gap Inc)
New Services. Services If CHMS requests ISSC to perform functions, responsibilities or tasks that are materially different from, or in addition to, not within the Services, but scope of the Services and do not simply require use of resources for which there is no charging methodology, or which the existing charging methodology was not intended to cover exists a current Resource Baseline (e.g., start-up expenses) shall be considered “"New Services.” The Parties’ obligations with respect "), the charge to New Services shall CHMS for ISSC's performing such functions will be determined as follows:
(a) If the performance of additional function requires only those resources which have a current Resource Baseline or charging methodology, the New Services can be reflected in a change in the volume of chargeable resource usageadditional function, and the net change in the resources and expenses required to perform the New Services would responsibilities or tasks will not be disproportionately different from considered a New Service.
b) If the corresponding change in the volume additional function, responsibility or composition of task requires resources not covered by an existing Resource Baseline or charging methodology, such chargeable resource usage from additional function, responsibility or task will be considered New Services. Prior to performing such New Services, then ISSC will quote to CHMS the charge, if any, for increase in the Annual Service Charge or other payment method that will be attributable to such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then Such increase will be considered Services based upon the required proportional increase in System and shall be subject other applicable resources relative to the provisions of this AgreementAnnual Service Charge. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon Upon receipt of such quote, ACI CHMS may then elect to have Vendor ISSC perform the New Services, and the Charges under this Agreement shall be adjustedAnnual Service Charge and, if appropriateapplicable, Resource Baselines will be established and/or adjusted to reflect such New Services. If ACI so electsNotwithstanding the foregoing, such nothing herein shall be interpreted as obligating CHMS to obtain New Services shall from ISSC.
c) The Parties acknowledge that changes during the Term in functions, responsibilities and tasks that are within the scope of the Services will not be subject deemed to be New Services, if such functions, responsibilities and tasks evolved or were supplemented and enhanced during the Term by ISSC in its sole discretion or pursuant to the provisions of this Agreement, including without limitation, changes made which keep pace with technological advancements or improvements.
(cd) If the Parties cannot agree upon either that the pricing applicable to function, responsibility or task falls within the definition of a New Service thator that the additional compensation proposed by ISSC is an appropriate amount, although materially different from ISSC shall nevertheless perform the Servicesdisputed function, responsibility or task if requested by CHMS. The determination of whether any function, responsibility or task is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such a New Service andand the amount of additional compensation, until that time when ACI and Vendor can agree on the applicable charge for the New Serviceif any, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges be paid by CHMS will be determined as provided pursuant to the dispute resolution provisions in Section 15. CHMS shall pay fifty percent (50%) of any disputed charges under this Section 20.1(a).
6.6 to ISSC and fifty percent (d50%) ACI may of any disputed charges under this Section 6.6 in its discretion elect accordance with Section 7.6, pending a resolution of the dispute in accordance with Section 15. Any payment to solicit CHMS of any such disputed charge paid by CHMS to ISSC and receive bids frominto escrow pursuant to this Section 6.6(d) after resolution of the applicable dispute, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and be paid first from the third parties amount in escrow with respect to the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements dispute and replacements then by ISSC. All amounts paid by ISSC to CHMS shall be paid promptly upon resolution of the Services required disputed charge together with interest at the rate of two percent (2%) per month from the date of payment by Section 3.3 above shall not be deemed CHMS to be New ServicesISSC through the date of payment by ISSC to CHMS.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
Samples: Information Systems Management Agreement (Simione Central Holdings Inc)
New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If ACE requests that IBM perform any New Services, IBM shall promptly prepare a New Services proposal for ACE’s consideration. Unless otherwise agreed by the performance Parties, IBM shall prepare such New Services proposal at no additional charge to ACE. ACE and IBM will collaborate to document ACE’s business requirements if needed within four (4) Business Days of receipt of the Service Request. IBM will deliver a New Services proposal to ACE within ten (10) Business Days of the documentation of ACE’s business requirements. If ACE’s business requirements cannot be documented within (4) Business Days of receipt of the Service Request, IBM will notify the ACE Project Executive and the Parties will agree on a date for delivery of the New Services can be reflected in proposal. If there is a change to ACE’s business requirements that causes a significant impact to IBM’s solution, the Parties will agree on a date for delivery of a revised New Services proposal. Such New Services proposal shall include, among other things, (i) a project plan and fixed price or cost estimate for the New Service; (ii) a breakdown of the cost buildup for such pricing or estimate, (iii) a description of the service levels to be associated with such New Service; (iv) a schedule for commencing and completing the New Service (schedule will be expressed in days from authorization to proceed from ACE); (v) a description of any new hardware or software to be provided by IBM in connection with the volume New Service; (vi) a description of chargeable resource usage, any software and the net change in the hardware resources and expenses required runtime requirements necessary to provide the New Service; and (vii) the human resources necessary to provide the New Service. ACE may accept or reject any New Services proposal in its sole discretion. If ACE accepts IBM’s proposal and IBM agrees to provide the New Services, IBM will perform the New Services would not in accordance with the provisions set forth herein and therein, and will be disproportionately different from paid in accordance with the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 proposal submitted by IBM and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionAt such time, the Parties may work together scope of the Services will be expanded to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, include such New Services unless the Parties agree in writing to the contrary. Notwithstanding any provision to the contrary, the pricing proposed by IBM shall become Services without take into account the necessity existing and future volume of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levelsbusiness between ACE and IBM.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which ACE may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, from third parties to perform or to perform itself any New Services. If ACI so electsACE elects to use third parties to perform New Services, Vendor (i) such New Services shall not be deemed Services under the provisions of this Agreement and (ii) IBM shall reasonably cooperate at no charge with ACI such third parties as provided in Section 9.2 to the extent such cooperation does not impact IBM’s ability to provide the Services. ACE shall reimburse IBM for reasonable costs of complying with this Section 11.5(b).
(c) The Parties anticipate that the Services will evolve and be supplemented, modified, enhanced or replaced over time to keep pace with technological advancements and improvements in the methods of delivering services, and the third parties with respect Parties acknowledge that these evolutionary changes may modify the “Services” and will not necessarily be deemed to the provision of such result in New Services.
(ed) EvolutionIBM will promptly inform the ACE Project Executive of requests for New Services from End Users or Eligible Recipients, supplements, modifications, enhancements and replacements shall submit any proposals for New Services to the ACE Project Executive or his or her designee. IBM shall not agree to provide New Services to any End Users or Eligible Recipients without the prior written approval of the Services required by Section 3.3 above shall not be deemed to be New ServicesACE Project Executive or his or her designee.
(fe) With regard If ACE requests that IBM provide Services to Production Mainframe Entities other than Eligible Recipients, the requested Services shall be treated as New Services. Unless otherwise agreed by the Parties, such Services shall be performed in accordance with the terms and Hosting conditions governing the provision of the same Services which may to existing Eligible Recipients; provided, however, that to the extent Services are to be required by ACI in provided outside the future to provide market competitive service offerings to their external clientsUnited States, the Parties agree that Vendor will provide market competitive pricingmay modify or add necessary terms and conditions.
Appears in 1 contract
Samples: Information Technology Services Agreement (Ace LTD)
New Services. Services that are materially different from10.1 During the Term, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required Customer may request Supplier to perform the New Services would not be disproportionately different from the corresponding change in the volume one or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to more New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In additionFurther, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) Customer’s request for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related may include a request for Supplier to correspondingly reduce or eliminate one or more existing elements of the Services then being provided that are being replaced by Vendorthe New Services. In such event, ACI nonetheless desires Vendor Supplier shall determine the resources and expenses related to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance the element or elements of such New Service and, until that time when ACI the Services being reduced or eliminated and Vendor can agree on the applicable charge those required for the New ServiceServices being added.
10.2 Customer may engage Supplier to perform additional New Services in the manner set forth below:
10.2.1 Customer may initiate a request for New Services (a “Request”) by providing such Request in writing to Supplier. Supplier may (except as provided below with regard to Requests pursuant to Section 17.6.1), Vendor within the timeframe specified in such Request (which, shall be no longer than thirty (30) days, prepare and deliver to Customer a proposal, that is responsive in all respects to such Request (a “Proposal”); provided, however, that Supplier will notify Customer in writing within a reasonable timeframe of receiving a Request if it does not intend to submit a Proposal or would require a longer period of time to prepare the Proposal.
10.2.2 Supplier shall perform all due diligence necessary to provide to Customer a full, complete, and unqualified Proposal. Customer will provide assistance and information as reasonably requested by Supplier.
10.2.3 Once submitted to Customer, a Proposal shall constitute an offer by Supplier to perform the Services on the terms set forth therein and shall be irrevocable for the time period stated in the Proposal or if no time period is stated then ninety (90) days from Customer’s receipt of the Proposal unless Customer has begun an active negotiation between the Parties or a counterproposal has been offered, which such New Service at period of irrevocability shall continue throughout said negotiations.
10.2.4 Customer shall not be liable for any Supplier charges or costs (including, but not limited to, Supplier’s due diligence, preparation, administration, budgeting, design, and performance efforts) relating to a Statement of Work prior to its execution, unless such effort was expressly chargeable under a separate Statement of Work or otherwise agreed between the applicable Parties.
10.3 The Parties acknowledge and agree that the Services will evolve over time and materials rates reflected that changes during the Term in Exhibit C-1 (Base Chargesfunctions, Baselinesresponsibilities and tasks, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to method and manner of the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements delivery of the Services required by Section 3.3 above shall will not be deemed to be New Services, unless the Parties have followed the procedures for authorizing New Services set forth in this Section 10 and have entered into an Amendment to the Agreement as required by Section 41 (Entire Agreement, Updates, Amendments and Modifications) of this Agreement.
(f) With regard 10.4 No portion of any Proposal submitted by Supplier to Production Mainframe Customer under the terms set forth in Section 10.2 or otherwise shall be considered Company Information of Supplier; provided, however all pricing proposals requested by and Hosting Services which may provided to the members of Customer Group by Supplier in a written form and marked as confidential shall be required kept confidential by ACI in the future members of Customer Group according to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricingterms of this Agreement.
Appears in 1 contract
New Services. Acquisitions and New Hospitals
(i) For the avoidance of doubt, if IMH requests that R1 provide any services other than the Services or if IMH requests that are materially different fromR1 provide any Services which were not provided to IMH prior to the date of such request, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) all such requested services shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If the performance under Section 3.8 of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing Agreement. The Parties agree that for any such New Services, if the costs or expenses associated with such New Service are not accounted for in the determination of the Cost to Collect Factor as of the date such New Service would commence, then the chargeCost to Collect Factor will be equitably increased by an amount to be determined by the Joint Review Board, if any, for and such New Services adjustments shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long effective as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from date R1 begins performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; andService.
(ii) upon receipt In the event that after the Commencement Date additional existing facilities and providers are added to the IMH Facilities or IMH Providers that result in an increase of [**] net patient services revenue, the Parties will perform and complete an assessment of such quote, ACI may then elect facilities and providers that is consistent [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
11.1- A-7 in scope with the Initial Assessment and follows the principles set forth in Section 2.2. The results of any such assessment shall be submitted to have Vendor perform the New Services, Joint Review Board and the Charges under this Agreement Joint Review Board shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject determine the proper increase to the provisions Cost to Collect Factor in accordance with the guidelines and principles of this AgreementExhibit 11.1-A. If the additional facilities and providers result in an increase of [**] of net patient services revenue the Cost to Collect factor then in place will be applied to the new facilities and providers.
(ciii) In the event that after the Commencement Date IMH opens new facilities that are added to the IMH Facilities or IMH Providers,. If IMH opens new facilities as described in this Section 3.3(iii), and R1 hires any employees who will perform the Parties cannot agree upon Services for such new facility more than [**] days in advance of IMH opening a new facility at IMH’s request, IMH shall reimburse R1 for the pricing applicable to a expenses incurred for hiring each such employee. Any adjustments made for discontinuation of Services under Section 3.2 or addition of New Service that, although materially different Services under Section 3.3(i) will be based on the following fraction – the annualized expense for such Services divided by the trailing twelve months Cash Collections for the IMH Facilities and the IMH Providers – which fraction will be added or removed from the Servicesthen current Cost to Collect Factor, is still closely related to the depending on whether Services then are being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a)added or removed.
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New Services.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
Samples: Services Agreement (R1 RCM Inc.)
New Services. (a) The Parties may agree that NTT DATA will provide to GPI, as requested by GPI in writing from time to time, services that (1) unless otherwise agreed, will be subject to all terms and conditions of this Agreement and (2) fall outside of the then-current scope of the Designated Services (the “New Services”). New Services can either be (a) activities that are materially different fromperformed on a continuous basis for the remainder of the Term; or (b) activities that are performed in relation to projects with approved Project Plans in accordance with the guidelines set out in Schedule 2.7 and for which the Project Plans were approved after the Effective Date (the “New Scope Projects”). The written agreement of the Parties that NTT DATA will provide a New Service will be made through the Change Control Procedures and will be documented (i) in the form of an amendment to an existing Statement of Work or the addition of a new Statement of Work, or in addition toif such New Services are not a New Scope Project, and (ii) through a Project Plan, if such New Services are a New Scope Project. To determine whether a service is a New Service, the ServicesParties will first review the Statement of Work for guidance as to whether the requested service is included within (or inherent in) the Responsibilities assigned to NTT DATA in the Statement of Work such that it will qualify as a Designated Service. If review of the Statement of Work does not provide sufficient guidance, but the Parties will determine whether a charging mechanism exists in the Charges Schedule that would reasonably be associated with (or closely approximates a reasonable charging mechanism for) such Service. If the Statement of Work or applicable charging mechanism indicates (whether expressly or by means of a close approximation) that such service is included within the Designated Service, NTT DATA will perform such service in accordance with its existing obligation to perform the Designated Services for which there is no charging methodologythe Charges associated with that Designated Service, or which and, the Parties will normalize the existing charging methodology was not intended mechanism such that it would ideally apply to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) such service. If the performance of the New Services can be reflected service does not qualify as a Designated Service in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of accordance with such chargeable resource usage from performing such New Servicescriteria, then the charge, if any, for such that service will be deemed a New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service LevelsService.
(b) If the performance Upon NTT DATA’ receipt of the a request from GPI that NTT DATA provide additional services and a determination on behalf of GPI that such additional services constitute a New Services cannot be reflected in Service, NTT DATA will within five (5) Business Days provide GPI with an initial response indicating whether NTT DATA will provide a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required proposal to perform the New Confidential Master Services Agreement Services would be disproportionately different from Services. If NTT DATA elects to provide a proposal to perform the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, thenXxxxx Systems will within thirty (30) Business Days (or such shorter period as required by a Service Level) prepare, at no additional charge beyond the Base Fees, a written proposal that will include the following information, to the extent relevant:
(i) Vendor shall quote to ACI a charge written description of the work that NTT DATA anticipates performing in connection with such New Service;
(which may be variableii) a schedule for commencing and implementing such New Service;
(iii) a project plan for implementing such New Service;
(iv) NTT DATA’ proposed charges for such New Services that is competitive Service, including a detailed breakdown of any such charges;
(v) proposed service levels applicable to such New Service;
(vi) an estimate of the human resources necessary to provide the New Service;
(vii) a description of any new software, tools or Equipment to be provided by NTT DATA in connection with such New Service;
(viii) a description of the software, tools and Equipment and run-time requirements necessary to develop and operate any new software;
(ix) a list of any existing software, tools or Equipment included in or to be used in connection with such New Service;
(x) acceptance test criteria and procedures for any new software, tools or any products, packages or services to be used in connection with such New Service;
(xi) the name and title of the NTT DATA employee who would serve as project manager in connection with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions implementation of the Services that would no longer New Service or the management of a New Scope Project;
(xii) a list of all jurisdictions (with a level of specificity as requested by GPI) from which such New Service will be required provided if the such New Services would Service will be performed by Vendorother than at a Service Location; and
(iixiii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreementany other information reasonably requested by GPI.
(c) If NTT DATA will not begin performing any New Service until (i) the Parties cannot agree have agreed upon the pricing applicable to a terms and conditions of the New Service that, although materially different from the Services, is still closely related pursuant to the Services then being Operational Change Control Procedures, (ii) the relevant documentation pertaining to the New Service has been completed in accordance with the Contract Charge Control Procedures, and (iii) GPI has provided by Vendor, ACI nonetheless desires Vendor NTT DATA with written authorization to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New Services.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
Samples: Master Services Agreement (Graphic Packaging Holding Co)
New Services. Services that are materially different from, or in addition to, the Services, but for which there is no charging methodology, or which the existing charging methodology was not intended to cover (e.g., start-up expenses) shall be considered “New Services.” The Parties’ obligations with respect to New Services shall be as follows:
(a) If the performance of the New Services can be reflected in a change in the volume of chargeable resource usage, and the net change in the resources and expenses required to perform the New Services would not be disproportionately different from the corresponding change in the volume or composition of such chargeable resource usage from performing such New Services, then the charge, if any, for such New Services shall be determined pursuant to Schedule C (Charges), this Section 13.6 and the other Sections of this Agreement relating to New Services. The New Services shall then be considered Services and shall be subject to the provisions of this Agreement. In addition, the Parties may work together to re-prioritize certain then existing Services and/or Service Levels in order to determine if, by such re-prioritization of existing work or Service Levels, Vendor could accommodate the ACI requested New Services with the then current account staff, Equipment, Software and other related items. If Vendor determines, in its reasonable discretion, that it could accommodate such New Services, such New Services shall become Services without the necessity of an added charge so long as such accommodation does not jeopardize the performance by Vendor of any other of the Services at the Service Levels.
(b) If the performance of the New Services cannot be reflected in a change in the volume of chargeable resource usage, or if the net change in the resources and expenses required to perform the New Confidential Master Services Agreement Services would be disproportionately different from the corresponding change in the volume or composition of chargeable resource usage from performing such New Services, then:
(i) Vendor shall quote to ACI a charge (which may be variable) for such New Services that is competitive with the charge Vendor provides for similar services to its other customers. Such charges shall take into account, as applicable, resources and expenses of Vendor for then-existing portions of the Services that would no longer be required if the New Services would be performed by Vendor; and
(ii) upon receipt of such quote, ACI may then elect to have Vendor perform the New Services, and the Charges under this Agreement shall be adjusted, if appropriate, to reflect such New Services. If ACI so elects, such New Services shall be subject to the provisions of this Agreement.
(c) If the Parties cannot agree upon the pricing applicable to a New Service that, although materially different from the Services, is still closely related to the Services then being provided by Vendor, ACI nonetheless desires Vendor to perform such New Service, then upon ACI’s written instruction to proceed, Vendor shall begin performance of such New Service and, until that time when ACI and Vendor can agree on the applicable charge for the New Service, Vendor will provide such New Service at the applicable time and materials rates reflected in Exhibit C-1 (Base Charges, Baselines, ARC/RRC Rates and Termination Charges). If within sixty (60) days following ACI’s written instruction to proceed, the Parties have not agreed on the applicable charges for the New Service, then the Charges will be determined as provided under Section 20.1(a).
(d) ACI may in its discretion elect to solicit and receive bids from, or otherwise enter into agreements with, third parties to perform or to perform itself any New Services. If ACI so elects, Vendor shall cooperate at no charge with ACI and the third parties with respect to the provision of such New Services.
(e) Evolution, supplements, modifications, enhancements and replacements of the Services required by Section 3.3 above shall not be deemed to be New Services.
(f) With regard to Production Mainframe and Hosting Services which may be required by ACI in the future to provide market competitive service offerings to their external clients, the Parties agree that Vendor will provide market competitive pricing.
Appears in 1 contract
