Common use of Operational Change Control Clause in Contracts

Operational Change Control. The procedures that will govern (i) the process by which a Party may propose or request operational Changes, (ii) the process to be followed by the Parties in analyzing the effects of, and deciding whether to implement, any such Change, and (iii) the manner in which any agreed upon Changes are to be implemented (the “Operational Change Control Procedures”), are set forth in the applicable Procedures Manual. Among other things, the Operational Change Control Procedures will provide that: (i) no Change will be implemented without Customer’s prior written approval, except as may be necessary on a temporary basis to maintain the continuity of the Services; (ii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will prepare and deliver to the Customer Technical Alliance Manager a written analysis describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required, together with, as appropriate or applicable (A) an estimation of the increase or decrease, if any, in the Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels and Winddown Expenses, (D) an estimation of all Exhibit 10.103 resources required to implement such Change, including a description of the delivery risks and associated risk mitigation plans, and (E) such other information as may be relevant to the Change; (iii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will (a) schedule Changes so as not to unreasonably interrupt Customer’s business operations, (b) prepare and deliver to Customer each month a rolling schedule for ongoing and planned Changes for the next three month period, and (c) monitor and report to Customer the status of Changes that are in-progress against the applicable schedule; and (iv) with respect to any Change made on a temporary basis to maintain the continuity of the Services, Provider will document and provide to Customer notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer within five Business Days) of the Change no later than the next Business Day after the Change is made.

Appears in 1 contract

Samples: Master Services Agreement (Sabre Corp)

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Operational Change Control. The procedures (the “Operational Change Control Procedures”) that will govern (i) the process by which a Party may propose or request operational Operational Changes, (ii) the process to be followed by the Parties in analyzing the effects of, and deciding whether to implement, any such Operational Change, and (iii) the manner in which any agreed upon Operational Changes are to be implemented will (i) during the period prior to completion of the Procedures Manual, be in accordance with GPI’s Operational Change Control Procedures in effect as of the Effective Date (the “Interim Operational Change Control Procedures”), are set forth in a copy of which has been provided to Pxxxx Systems prior to the applicable Effective Date and which may be modified upon agreement of the Parties to address the effect of the Designated Services on such Interim Operational Change Control Procedures, and (ii) after completion of the Procedures Manual. Among other things, be in accordance with the Operational Change Control Procedures set forth in the Procedures Manual. In addition to and notwithstanding anything to the contrary in the Operational Change Control Procedures, the following guidelines will provide thatapply to all Operational Change Control Procedures: (i) no Operational Change that could have a financial, operational or qualitative impact on GPI will be implemented without CustomerGPI’s prior written approval, except as may be necessary on a temporary basis to maintain the continuity of the Designated Services;; provided that such approval may be in the form of GPI’s entry, as to an individual Operational Change, in Pxxxx Systems’ electronic change management system (OPAS), or in the form of an email providing blanket approval of multiple Operational Changes (such as those approved in weekly CAB meetings). (ii) with respect to all Changes, Operational Changes other than those Operational Changes made on a temporary basis to maintain the continuity of the Designated Services, Provider will prepare and deliver to the Customer Technical Alliance Manager a written analysis describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required, together with, as appropriate or applicable (A) an estimation of the increase or decrease, if any, in the Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels and Winddown Expenses, (D) an estimation of all Exhibit 10.103 resources required to implement such Change, including a description of the delivery risks and associated risk mitigation plans, and (E) such other information as may be relevant to the Change; (iii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider Pxxxx Systems will (a) schedule Operational Changes so as not to unreasonably interrupt CustomerGPI’s business operations, (b) prepare and deliver to Customer GPI each month a rolling schedule for ongoing and planned Changes for the next three (3) month period, and (c) monitor and report to Customer GPI the status of Changes that are in-progress against the applicable schedule; and (iviii) with respect to any Operational Change made on a temporary basis to maintain the continuity of the Designated Services, Provider Pxxxx Systems will document and provide to Customer GPI notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer GPI within five (5) Business Days) of the Operational Change no later than the next Business Day after the Operational Change is made.

Appears in 1 contract

Samples: Master Services Agreement (Graphic Packaging Corp)

Operational Change Control. The procedures that will govern (i) the process by which a Party may propose or request operational Changes, (ii) the process to be followed by the Parties in analyzing the effects of, and deciding whether to implement, any such Change, and (iii) the manner in which any agreed upon Changes are to be implemented (the “Operational Change Control CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Procedures”), are set forth in the applicable Procedures Manual. Among other things, the Operational Change Control Procedures will provide that: (i) no Change will be implemented without Customer’s prior written approval, except as may be necessary on a temporary basis to maintain the continuity of the Services; (ii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will prepare and deliver to the Customer Technical Alliance Manager a written analysis describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required, together with, as appropriate or applicable (A) an estimation of the increase or decrease, if any, in the Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels and Winddown Expenses, (D) an estimation of all Exhibit 10.103 resources required to implement such Change, including a description of the delivery risks and associated risk mitigation plans, and (E) such other information as may be relevant to the Change; (iii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider will (a) schedule Changes so as not to unreasonably interrupt Customer’s business operations, (b) prepare and deliver to Customer each month a rolling schedule for ongoing and planned Changes for the next three month period, and (c) monitor and report to Customer the status of Changes that are in-progress against the applicable schedule; and (iv) with respect to any Change made on a temporary basis to maintain the continuity of the Services, Provider will document and provide to Customer notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer within five Business Days) of the Change no later than the next Business Day after the Change is made.

Appears in 1 contract

Samples: Master Services Agreement (Sabre Corp)

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Operational Change Control. The procedures (the “Operational Change Control Procedures”) that will govern (i) the process by which a Party may propose or request operational Operational Changes, (ii) the process to be followed by the Parties in analyzing the effects of, and deciding whether to implement, any such Operational Change, and (iii) the manner in which any agreed upon Operational Changes are to be implemented will (i) during the period prior to completion of the Procedures Manual, be in accordance with GPI’s Operational Change Control Procedures in effect as of the Effective Date (the “Interim Operational Change Control Procedures”), are set forth in a copy of which has been provided to NTT DATA prior to the applicable Effective Date and which may be modified upon agreement of the Parties to address the effect of the Designated Services on such Interim Operational Change Control Procedures, and (ii) after completion of the Procedures Manual. Among other things, be in accordance with the Operational Change Control Procedures set forth in the Procedures Manual. In addition to and notwithstanding anything to the contrary in the Operational Change Control Procedures, the following guidelines will provide thatapply to all Operational Change Control Procedures: (i) no Operational Change that could have a financial, operational or qualitative impact on GPI will be implemented without CustomerGPI’s prior written approval, except as may be necessary on a temporary basis to maintain the continuity of the Designated Services;; provided that such approval may be in the form of GPI’s entry, as to an individual Operational Change, in GPI’s electronic change management system IT Service Management Platform/System, or in the form of an approved GPI Change Request providing approval of Operational Changes (such as those approved in weekly CAB meetings). (ii) with respect to all Changes, Operational Changes other than those Operational Changes made on a temporary basis to maintain the continuity of the Designated Services, Provider will prepare and deliver to the Customer Technical Alliance Manager a written analysis describing any changes in products, services, assignment of personnel and other resources that Provider believes would be required, together with, as appropriate or applicable (A) an estimation of the increase or decrease, if any, in the Charges that would be required, (B) a description of how the Change would be implemented, (C) a description of the effect, if any, such Change would have on this Agreement, including on Service Levels and Winddown Expenses, (D) an estimation of all Exhibit 10.103 resources required to implement such Change, including a description of the delivery risks and associated risk mitigation plans, and (E) such other information as may be relevant to the Change; (iii) with respect to all Changes, other than those Changes made on a temporary basis to maintain the continuity of the Services, Provider NTT DATA will (a) schedule Operational Changes so as not to unreasonably interrupt CustomerGPI’s business operations, (b) prepare and deliver to Customer GPI each month a rolling schedule for ongoing and planned Changes for the next three (3) month period, and (c) monitor and report to Customer GPI the status of Changes that are in-in- progress against the applicable schedule; and (iviii) with respect to any Operational Change made on a temporary basis to maintain the continuity of the Designated Services, Provider NTT DATA will document and provide to Customer GPI notification (which may be given orally, provided that any oral notice must be confirmed in writing to Customer GPI within five one (1) Business Days) of the Operational Change no later than the next Business Day after the Operational Change is made.

Appears in 1 contract

Samples: Master Services Agreement (Graphic Packaging Holding Co)

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