Common use of Procedures Manual Clause in Contracts

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. ------------------------- (i) Within forty-five (45) days following the Services Commencement Date of each Authorization Letter, EDS shall deliver to STK for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "Procedures Manual"): (1) describing in detail the activities EDS shall perform to provide the Services in the applicable Authorization Letter, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planning, and testing activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide under the applicable Authorization Letter, and (2) including the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) on the STK procedures manual used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. (ii) STK shall provide comments on the Procedures Manual to EDS within fifteen (15) days after STK's receipt. EDS shall incorporate any mutually agreeable comments and suggestions made by STK and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's comments. (iii) The process set forth in Section 1.11(a)(ii) shall be repeated until the Parties agree upon the contents of the Procedures Manual. If the Parties are not able to agree upon the contents of the Procedures Manual after either: (1) the process set forth in Section 1.11(a)(ii) has been followed a total of three times, or, (2) one hundred twenty (120) days after the Authorization Letter Effective Date, then the Parties shall proceed to the dispute resolution process set forth in Article IX.

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. ------------------------- Within ninety (i) Within forty-five (4590) days following after the commencement of Services Commencement Date of each Authorization Letterunder any Service Agreement, EDS Supplier shall deliver to STK Wards for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "Procedures Manual"): (1) describing in detail the activities EDS how Supplier shall perform the Services, the Equipment and Software used to provide the Services in the applicable Authorization Letter, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planningServices, and testing activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide under the applicable Authorization Letter, and (2) including the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) on . The Procedures Manual shall describe the STK procedures manual used activities Supplier proposes to undertake in order to provide the particular Services reflected Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and overseeing activities normally undertaken at facilities that provide services of the type Supplier shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by Wards. The Procedures Manual shall be based on the Wards procedures manual in such Authorization Letter use immediately before the effective date commencement of each Authorization Letter, if STK desires to have Services under such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. (ii) STK shall provide comments on the Procedures Manual to EDS within fifteen (15) days after STK's receipt. EDS Service Agreement Supplier shall incorporate any mutually agreeable reasonable comments and suggestions made by STK Wards and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's Wards' comments. The final Procedures Manual shall be subject to Wards' approval. (iiib) The process set forth Supplier shall update the Procedures Manual throughout the Term to reflect changes in Section 1.11(a)(iithe Services and the procedures and resources used to provide the Services. Updates to the Procedures Manual shall also be provided to Wards for review, comment and approval. Supplier shall update and deliver to Wards for approval portions of the Procedures Manual relating to any material operational change in the Services within fifteen (15) days of such change. (c) Supplier shall be repeated until perform the Parties agree upon Services in accordance with the contents then-current version of the Procedures Manual. If The Procedures Manual shall be for operational purposes only, and shall not constitute a contractual document. Accordingly, in the Parties are not able to agree upon event of a conflict between the contents provisions of this Agreement and a Procedures Manual, the provisions of this Agreement shall control, and Wards' acceptance of the Procedures Manual after either: (1) the process set forth in Section 1.11(a)(ii) has been followed shall not be deemed a total waiver of three times, or, (2) one hundred twenty (120) days after the Authorization Letter Effective Date, then the Parties shall proceed to the dispute resolution process set forth in Article IXany rights of Wards.

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. -------------------------With input and instructions from Company as noted below, Supplier shall: (i) Within forty-five ensure that the procedures manual (45“Procedures Manual”) is consistent with the Company policies and procedures provided by Company to Supplier; (ii) no later than thirty (30) days following prior to the Services Commencement Date completion of each Authorization Letterthe Implementation Services, EDS shall deliver a draft Procedures Manual to STK Company for review Company’s review, comment, and comment approval; provided, however, that Company’s approval of the Procedures Manual does not constitute a comprehensive, complete draft certification of the processes or procedures contained therein or a manual which complies with STK's ISO certification requirements waiver of any of Company’s rights; (iii) finalize version 1.0 of the "Procedures Manual"):, incorporating amendments as requested by Company, and deliver it to Company no later than ninety (90) days after delivery of the draft pursuant to paragraph (ii) above; (1iv) describing comply with its obligations under the Procedures Manual; and (v) periodically update the Procedures Manual to reflect changes in detail the operations or procedures described therein, and provide the updated Procedures Manual to Company for review, comment, and approval. (b) The Procedures Manual will describe: (i) how the Supplier will perform and deliver the Services; (ii) procedures for interaction and communications between the Supplier and end users covering topics such as call lists, software distribution, implementation change, problem management and escalation procedures, project priority and approval procedures, testing, and quality assurance procedure; (iii) the activities EDS shall perform the Supplier proposes to undertake in order to provide the Services in the applicable Authorization LetterServices, including, where appropriate, including those direction, supervision, monitoring, quality assurance, staffing, reporting, planning, planning and testing oversight activities and procedures normally undertaken at facilities that provide services of the type EDS shall the Supplier will provide under this Agreement; (iv) the applicable Authorization Lettercheckpoint reviews, testing, acceptance, and other procedures for Company to ensure the quality of the Supplier’s performance; (v) the procedures the Supplier will use to track its performance under this Agreement against the Service Levels and the project milestones; (vi) the procedures the Supplier will use to safeguard against the destruction, loss or alteration of, or unauthorized access to, Company Data; and (2vii) including the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation Company’s policies and procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) on the STK procedures manual used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. (iic) STK shall provide comments on At least once every twelve (12) months the Supplier will prepare a draft update to the Procedures Manual to EDS within fifteen reflect any changes to the way in which the Supplier provides the Services (15as approved by Company) days after STK's receipt. EDS shall incorporate any mutually agreeable comments and suggestions made by STK and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's commentssubmit the draft to Company for approval. (iiid) The process set forth Once Company has approved the Procedures Manual (or any update to it), the Supplier will provide the Services in Section 1.11(a)(ii) shall be repeated until the Parties agree upon the contents of accordance with the Procedures Manual. If the Parties are not able to agree upon the contents In no event will any provision of the Procedures Manual after either: (1) the process set forth in Section 1.11(a)(ii) has been followed a total vary or override any provision of three times, or, (2) one hundred twenty (120) days after the Authorization Letter Effective Date, then the Parties shall proceed to the dispute resolution process set forth in Article IXthis Agreement.

Procedures Manual. Unless If an SOW requires the applicable Authorization Letter contains development of a different process for creating and changing the applicable Procedures Manual, then within the following timeframe set forth in the applicable SOW , Provider shall apply: (a) Initial Procedures Manual. ------------------------- (i) Within forty-five (45) days following develop in accordance with the Services Commencement Date of each Authorization Letter, EDS shall SOW and deliver to STK Xxxxxxx for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "“Procedures Manual"): (1”) describing in detail how Provider shall manage and perform the activities EDS shall perform Services and Systems used to provide the Services in the applicable Authorization Letter, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planningServices, and testing activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide under the applicable Authorization Letter, and (2) including the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) ). The Procedures Manual shall be based on the STK Xxxxxxx procedures manual used to provide the particular Services reflected in such Authorization Letter use immediately before the effective date commencement of each Authorization LetterServices under the applicable SOW if such procedures manual exists and is provided by Talcott. Subject to any alternative requirements in an SOW, if STK desires to have such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. (ii) STK shall provide comments on the Procedures Manual to EDS within fifteen (15) days after STK's receipt. EDS Provider shall incorporate any mutually agreeable reasonable comments and suggestions made by STK Xxxxxxx and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's Xxxxxxx comments. (iii) . The process final Procedures Manual shall be subject to Xxxxxxx written approval. Provider shall update the Procedures Manual for each SOW and the Services performed thereunder at least quarterly and as necessary throughout the applicable SOW Term to reflect changes in the Services and the procedures and resources used to provide the Services. All such updates to the Procedures Manual shall be subject to Xxxxxxx review and approval as set forth in this Section 1.11(a)(ii) shall be repeated until 8.3(a). In the Parties agree upon event of a conflict between the contents provisions of the this Agreement and a Procedures Manual, the provisions of this Agreement shall control. If the Parties are not able to agree upon the contents Each draft and version of the Procedures Manual after either: (1) shall be deemed Work Product under this Agreement and owned exclusively by Xxxxxxx. The Procedures Manual shall also be deemed the process set forth Confidential Information of Xxxxxxx. Xxxxxxx may disclose the Procedures Manual to any third party as determined by Xxxxxxx, including to prospective successor service providers in Section 1.11(a)(ii) has been followed a total of three times, or, (2) one hundred twenty (120) days after connection with procuring services to replace the Authorization Letter Effective Date, then the Parties shall proceed to the dispute resolution process set forth in Article IXServices provided by Provider.

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. ------------------------- As part of the Services, and at no additional cost to ACE, IBM shall deliver to ACE for its review, comment and approval, which shall not be unreasonably withheld (i) Within forty-five an outline of the topics to be addressed in the Procedures Manual within thirty (4530) days following of the Services Commencement Date, and (ii) a final draft of the Procedures Manual within one hundred and eighty (180) days of the Commencement Date of each Authorization Letter, EDS shall deliver to STK for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "“Procedures Manual"):”). At a minimum, the Procedures Manual shall include the following: (1) describing in detail the activities EDS shall perform to provide a detailed description of the Services and the manner in which each will be performed by IBM, including (i) documentation (including operations manuals, user guides, specifications, policies/procedures and disaster recovery plans) providing further details regarding such Services; (ii) the applicable Authorization Letterspecific activities to be undertaken by IBM in connection with each Service, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planning, planning and testing oversight activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide to be performed by IBM under the applicable Authorization Letter, this Agreement; and (2) the procedures for ACE/IBM interaction and communication, including the documentation (such as, for example, operations manuals, user guides, forms of Service Level reports, i) call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) on the STK procedures manual used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. ; (ii) STK procedures for and limits on direct communication by IBM with ACE personnel other than the ACE computer operations and programming staff; (iii) problem management and escalation procedures; (iv) priority and project procedures; (v) acceptance testing; and (vi) quality assurance procedures and checkpoint reviews. IBM shall provide incorporate any reasonable comments on or suggestions of ACE into the Procedures Manual and shall deliver a final version to EDS ACE within fifteen (15) days after STK's receipt. EDS shall incorporate any mutually agreeable its receipt of such comments and suggestions made by STK and suggestions. The Parties shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's comments. (iii) The process set forth in Section 1.11(a)(ii) shall be repeated until agree on the Parties agree upon the contents final form of the Procedures Manual. (b) IBM shall perform the Services in accordance with the Procedures Manual. If In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control unless the Parties are not able expressly agree otherwise and such agreement is set forth in the relevant portion of a Procedures Manual approved by ACE in writing. (c) IBM shall perform the Services in accordance with ACE’s then current reasonable policies and procedures which policies and procedures shall be provided to agree upon the contents of IBM until the Procedures Manual after either:is finalized and agreed upon by the Parties. Thereafter, IBM shall perform the Services in accordance with the Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control unless the Parties expressly agree otherwise. (1d) IBM shall promptly modify and update the process set forth Procedures Manual to reflect changes in Section 1.11(a)(ii) the operations or procedures described therein, and shall provide the proposed changes in the manual to ACE for review and comment. To the extent any change would increase the cost of the Services to ACE or could have a material adverse impact on the scope, accuracy, speed, responsiveness or quality of the Services, such change shall not take effect until it has been followed a total of three times, or, (2) one hundred twenty (120) days after the Authorization Letter Effective Date, then the Parties shall proceed to the dispute resolution process set forth in Article IX.approved by ACE

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. ------------------------- Within one-hundred twenty (i) Within forty-five (45120) days following after the Services Commencement Date of each Authorization LetterDate, EDS shall deliver to STK Coors for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "Procedures Manual"): (1) describing in detail the activities how EDS shall perform the Services, the Equipment and Software used to provide the Services in the applicable Authorization LetterServices, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planning, and testing activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide under the applicable Authorization Letter, and (2) including the documentation (such as, for example, as operations manuals, user guides, and forms of Service Level reports, call lists, escalation procedures, emergency procedures, reports and requests for approvals or information) which provides further information regarding the Services, and (3) is based: (a) on and the STK procedures manual used interfaces between EDS and Coors. The Procedures Manual shall describe the activities EDS proposes to undertake in order to provide the particular Services reflected in such Authorization Letter immediately before Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the effective date of each Authorization Letter, if STK desires to have such manual be used for such purpose, and/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, if STK desires to have such STK procedures used for such purpose. (ii) STK type EDS shall provide comments on the Procedures Manual to EDS within fifteen (15) days after STK's receiptunder this Agreement, and further including acceptance testing and quality assurance procedures approved by Coors. EDS shall incorporate any mutually agreeable reasonable comments and suggestions made by STK Coors within 30 days following Coors' receipt of EDS' draft of the Procedures Manual and shall deliver a revised Procedures Manual to Coors within fifteen (15) days after receipt of STK's comments. (iii) The process set forth in Section 1.11(a)(ii) shall be repeated until the Parties agree upon the contents of the Procedures Manual. If the Parties are not able to agree upon the contents of the Procedures Manual after either: (1) the process set forth in Section 1.11(a)(ii) has been followed a total of three times, or, (2) one hundred twenty eighty (120180) days after the Authorization Letter Effective Commencement Date, then . The final Procedures Manual shall be subject to Coors' approval. (b) EDS shall update the Parties shall proceed Procedures Manual throughout the Term to reflect changes in the Services and the procedures and resources used to provide the Services. Updates to the dispute resolution process set forth Procedures Manual shall also be provided to Coors for review, comment and approval. (c) EDS shall perform the Services in Article IXaccordance with the then-existing Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control.