Common use of Root-Cause Analysis and Resolution Clause in Contracts

Root-Cause Analysis and Resolution. Promptly, but in no event later than five (5) calendar days after ACS’ discovery of, or if earlier, ACS’ receipt of a notice from Symetra regarding, ACS’ failure to provide any of the Services in accordance with the SLRs, ACS shall, as applicable under the circumstances: (i) perform a Root-Cause Analysis to identify the cause of such failure; (ii) provide Symetra with a written report detailing the cause of, and procedure for correcting, such failure; and (iii) provide Symetra with satisfactory evidence that such failure will not recur. ACS’ correction of any such failures shall be performed in accordance with the time frames set forth in the applicable Schedule 2 entirely at ACS’ expense unless it has been determined, by mutual agreement of the Parties or through the Problem-resolution process specified in this Agreement, that: (iv) Symetra (or one of its subcontractors, agents or Third Parties provided by Symetra and not managed by ACS) and/or its self-managed properties and/or systems was the predominant contributing cause of the failure and ACS could not have worked around the failure without expending a material amount of additional time or cost; or (v) Third Party software or firmware directly resulted in such failure; provided that such Third Party software or firmware: (A) was expressly approved by Symetra; (B) was implemented by ACS following its standard, rigorous, documented interoperability testing, quality assurance, user acceptance and change management processes; (C) was unknown, undocumented and unreported prior to ACS’ implementation of such Third Party software or firmware; and (D) ACS could not have worked around the failure without expending a material amount of additional time or cost. In such event: (vi) ACS shall be entitled to temporary relief from its obligation to timely comply with the affected SLR, but only to the extent and for the duration so affected; and (vii) in the case of an event described in subsection (iv), Symetra shall reimburse ACS for ACS’ expenses to correct such failure, but only to the extent Symetra caused such failure, unless the Parties otherwise mutually agree. For purposes hereof, any preexisting condition of those of Symetra’s properties and systems that are used and managed by ACS to deliver the Services shall not be deemed a contributing cause of any failure if such condition was or reasonably should have been identified in ACS’ reasonable, pre-implementation diligence processes, or as a result of ACS’ post-implementation, industry-standard quality assurance processes; provided, however, that this exception specifically shall not apply to any hidden defect that was not identified following such diligence and quality assurance processes.

Root-Cause Analysis and Resolution. Promptly, but in no event later than five (5) calendar days after ACS’ discovery of, or if earlier, ACS’ receipt of a notice from Symetra regarding, ACS’ Business Days following Incident Resolution with respect to any ACS failure to provide any of the Services in accordance with the SLRsan SLR, ACS shall, as applicable under the circumstances: (i) perform a Root-Cause Analysis to identify the cause of such failure; (ii) provide Symetra with a written report detailing the cause of, and procedure procedures for correctingremediating, such failurefailure (provided that if ACS believes that remediating such failure is not warranted under the circumstances, ACS may escalate any resulting disagreement for resolution in accordance with the governance procedures set forth in Schedule 1); and (iii) provide Symetra with satisfactory evidence that such failure will not recur. ACS’ correction of any such failures shall be performed in accordance with the time frames set forth in the applicable Service Tower Schedule 2 (or if none is specified, then such correction shall be performed promptly) entirely at ACS’ expense unless it has been determined, by mutual agreement of the Parties or through the Problem-resolution process specified in this Agreement, that: (iv) Symetra (or one of its subcontractors, agents or Third Parties provided by Symetra and not managed by ACS) Personnel and/or its self-managed properties and/or systems was the predominant contributing cause of the failure and ACS could not have worked around the failure without expending a material amount of additional time or cost; or (v) Third Party software or firmware directly resulted in such failure; , provided that such Third Party software or firmware: (A) was expressly approved by Symetra; (B) was implemented by ACS following its standard, rigorous, documented interoperability testing, quality assurance, and user acceptance processes, and change management processesin accordance with the Change Management Procedures; (C) was unknown, undocumented and unreported prior to ACS’ implementation of such Third Party software or firmware; and (D) ACS could not have worked around the failure without expending a material amount of additional time or costcost (each of the events described in the foregoing subsections (iv) and (v) constitute an “Excuse”). In such eventUpon the occurrence of an Excuse: (vi) ACS shall be entitled to temporary relief from its obligation to timely comply with the affected SLR, but only to the extent and for the duration so affected; and (vii) in the case of an event Excuse described in subsection (iv), Symetra shall reimburse ACS for ACS’ expenses to correct such failure, but only to the extent Symetra caused such failure, unless the Parties otherwise mutually agree. For purposes hereof, any preexisting condition of those of Symetra’s properties and systems that are used and managed by ACS to deliver the Services shall not be deemed a contributing cause of any failure if such condition was or reasonably should have been identified in ACS’ reasonable, pre-pre- implementation diligence processes, or as a result of ACS’ post-implementation, industry-standard quality assurance processes; provided, however, that this exception specifically shall not apply to any hidden defect that was not identified following such diligence and quality assurance processes.

Root-Cause Analysis and Resolution. Promptly, but in no event later than five (5) calendar days (or as otherwise set forth in Exhibit C, Statement of Work) after ACS’ the Contractor's discovery of, or if earlier, ACS’ the Contractor's receipt of a notice from Symetra DSHS regarding, ACS’ the Contractor's failure to provide any of the Services in accordance with the SLRs, ACS or for the existence of an issue, the Contractor shall, as applicable under the circumstances: (i) perform a Rootroot-Cause Analysis cause analysis to identify the cause of such failure/issue; (ii) provide Symetra DSHS with a written report detailing the cause of, and procedure for correcting, such failurecorrecting those failures/issues that are under the Contractor's control; and (iii) provide Symetra DSHS with satisfactory evidence that the Contractor has taken or will take commercially reasonable remedial steps to ensure that such failure failure/issue will not recurrecur to the extent under the Contractor's control. ACS’ To the extent the cause of failures/issues are not under the Contractor's control, including without limitation, the scenarios described in Section 6(e)(i)-(iii) below, then the Contractor may suggest appropriate corrective measures to the extent commercially reasonable. The correction of any such failures failures/issues shall be performed in accordance with the time frames set forth in the applicable Schedule 2 Exhibit C, Statement of Work entirely at ACS’ the Contractor's expense unless it has been determined, by mutual agreement of the Parties parties or through the Problem-dispute resolution process specified in this Agreement, that: (iv) Symetra that DSHS (or one of its subcontractors, agents or Third Parties third parties provided by Symetra and not managed by ACSDSHS) and/or its self-managed properties and/or systems was the predominant a direct contributing cause of the failure/issue but excluding contributing causes of third parties provided by DSHS that Contractor agrees in writing to manage to the extent such causes arise out of the Contractor's failure to properly manage such third parties) and ACS the Contractor could not have worked around the failure failure/issue without expending a material amount of additional time or cost; or (v) Third Party software or firmware directly resulted in such failure; provided that such Third Party software or firmware: (A) was expressly approved by Symetra; (B) was implemented by ACS following its standard, rigorous, documented interoperability testing, quality assurance, user acceptance and change management processes; (C) was unknown, undocumented and unreported prior to ACS’ implementation of such Third Party software or firmware; and (D) ACS could not have worked around the failure without expending a material amount of additional time or costmore than commercially reasonable efforts. In such event: (vi) ACS event the Contractor shall be entitled to temporary relief from its obligation to timely comply with the affected SLRSLR in a timely fashion, but only to the extent and for the duration so affected; and (vii) in the case . DSHS shall be responsible for prioritization of an event described in subsection (iv), Symetra shall reimburse ACS for ACS’ expenses activities of all corrective measures to correct such failure, but only to the extent Symetra caused such failure, unless the Parties otherwise mutually agree. For purposes hereof, any preexisting pre-existing condition of those of Symetra’s DSHS properties and systems that are used within Contractor’s existing capacity; any additional capacity required shall be agreed upon by the parties following the Change Order process set forth in Section 6 of the Special Terms and managed by ACS to deliver the Services shall not be deemed a contributing cause of any failure if such condition was or reasonably should have been identified in ACS’ reasonable, pre-implementation diligence processes, or as a result of ACS’ post-implementation, industry-standard quality assurance processes; provided, however, that this exception specifically shall not apply to any hidden defect that was not identified following such diligence and quality assurance processesConditions.

Root-Cause Analysis and Resolution. Promptly, but within the shortest reasonable time period and in no event later than five (5) calendar days after ACS’ Provider’s discovery of, or or, if earlier, ACS’ Provider’s receipt of a notice from Symetra Investors regarding, ACS’ (i) Provider’s failure to provide any of the Services in accordance with the SLRsMASLs, ACS (ii) Provider’s failure to meet a Critical Milestone, (iii) any “Severity 1” problem as defined by the Standards and Procedures Manual, or (iv) any problem that has or could reasonably have a significant business impact on Investors (collectively, “Failure Notice”), Provider shall, as applicable under the circumstances: (iA) perform commence a Rootroot-Cause Analysis cause analysis to identify the cause of such failurefailure (and subsequently use commercially reasonable efforts to permanently correct or remedy such failure as soon as reasonably possible); (iiB) provide Symetra Investors with a written report detailing the cause of, and any procedure for correcting, such failure; and (iiiC) provide Symetra Investors with satisfactory evidence that Provider has taken commercially reasonable actions to avert, prevent, avoid, or remedy such failure in the future. Further, as soon as reasonably possible, and in no event later than the lesser of the requirements stated in any SLR for that failure or twelve (12) hours after a Failure Notice, Provider will not recur(D) correct or remedy such failures (which may include a temporary fix or work around) as are within Provider’s reasonable control (regardless of whether caused by Provider) in a timely manner to bring the situation in compliance with the MASLs; and (E) provide Investors with an impact analysis detailing the impact such failure had on the Services. ACS’ The correction of any such failures failure shall be performed in accordance with the time frames set forth in the applicable Schedule 2 performed, entirely at ACS’ expense Provider’s expense, unless it has been determined, by mutual agreement of the Parties or determined through the Problem-resolution process specified in this Agreement, that: root cause analysis (ivsubject to dispute resolution) Symetra (that the failure was predominantly caused by Investors or one of its subcontractorsSubcontractors, agents or Third Parties third parties provided by Symetra Investors and not managed by ACS) and/or its self-managed properties and/or systems was the predominant contributing cause of the failure and ACS could not have worked around the failure without expending a material amount of additional time or cost; or (v) Third Party software or firmware directly resulted in such failure; provided that such Third Party software or firmware: (A) was expressly approved by Symetra; (B) was implemented by ACS following its standard, rigorous, documented interoperability testing, quality assurance, user acceptance and change management processes; (C) was unknown, undocumented and unreported prior to ACS’ implementation of such Third Party software or firmware; and (D) ACS Provider could not have worked around the failure without expending a material amount of additional time or cost. In such an event: (viy) ACS Provider shall be entitled to temporary relief from its obligation to timely comply with the affected SLRMASL or Critical Milestone, but only to the extent and for the duration so affected; and (viiz) in the case of an event described in subsection (iv), Symetra Investors shall reimburse ACS Provider for ACS’ Provider’s expenses to correct such failure, failure but only to the extent Symetra caused Investors (or its Subcontractors, agents, or third parties) was the predominant cause of such failure. Further, unless if it has been determined by either mutual agreement of the Parties otherwise mutually agreeor through the dispute-resolution process specified in this Agreement, that Investors (or its Subcontractors, agents, or third parties provided by Investors and not managed by Provider) was the predominant contributing cause of the failure, or Provider’s inability to achieve an affected Critical Milestone, the date by which Provider was obligated to complete the affected Critical Milestone shall be deferred by one (1) calendar day for each calendar day so affected by Investors provided Provider subsequently timely complies with its obligations as measured against the deferred date. For purposes hereof, any preexisting condition the “Preexisting Condition” of those of Symetra’s Investors properties and systems that are used and managed by ACS (to deliver the Services extent the Preexisting Condition is specified in Schedule W of this Agreement) shall not be deemed a contributing cause of any failure if such condition was or reasonably should have been identified in ACS’ reasonable, pre-implementation diligence processes, or as a result of ACS’ post-implementation, industry-standard quality assurance processes; provided, however, that this exception specifically shall not apply to any hidden defect that was not identified following such diligence and quality assurance processesfailure.

Root-Cause Analysis and Resolution. Promptly, but in no event later than five (5) calendar days (or as otherwise set forth in Attachment 01 – SOW_SLR_Pricing_BHD ) after ACS’ the Contractor's discovery of, or if earlier, ACS’ the Contractor's receipt of a notice from Symetra regarding, ACS’ DSHS regarding the Contractor's failure to provide any of the Services in accordance with the SLRs, ACS or for the existence of an Issue, the Contractor shall, as applicable under the circumstances: (i) perform a Root-Cause Analysis to identify the cause of such failure/Issue; (ii) provide Symetra DSHS with a written report detailing the cause of, and procedure for correcting, such failurecorrecting those failures/Issues that are under the Contractor's control; and (iii) provide Symetra DSHS with satisfactory evidence that the Contractor has taken or will take commercially reasonable remedial steps to ensure that such failure failure/Issue will not recurrecur to the extent under the Contractor's control. ACS’ To the extent the cause of failures/Issues are not under the Contractor's control, then the Contractor will suggest appropriate corrective measures to the extent commercially reasonable. The correction of any such failures failures/Issues shall be performed in accordance with the time frames set forth in the applicable Schedule 2 Attachment 01 – SOW_SLR_Pricing_BHD entirely at ACS’ the Contractor's expense unless it has been determined, by mutual agreement of the Parties or through the ProblemIssue-resolution process specified in this Agreement, that: (iv) Symetra that DSHS (or one of its subcontractors, agents or Third Parties provided by Symetra and not managed by ACSDSHS) and/or its self-managed properties and/or systems was the predominant a direct contributing cause of the failure/Issue (but excluding contributing causes of Third Parties provided by DSHS that are managed by the Contractor to the extent such causes arise out of the Contractor's failure to properly manage such Third Parties) and ACS the Contractor could not have worked around the failure failure/Issue without expending a material amount of additional time or cost; or (v) Third Party software or firmware directly resulted in such failure; provided that such Third Party software or firmware: (A) was expressly approved by Symetra; (B) was implemented by ACS following its standard, rigorous, documented interoperability testing, quality assurance, user acceptance and change management processes; (C) was unknown, undocumented and unreported prior to ACS’ implementation of such Third Party software or firmware; and (D) ACS could not have worked around the failure without expending a material amount of additional time or costmore than commercially reasonable efforts. In such event: (vi) ACS event the Contractor shall be entitled to temporary relief from its obligation to timely comply with the affected SLRSLR in a timely fashion, but only to the extent and for the duration so affected; and (vii) in the case of an event described in subsection (iv), Symetra shall reimburse ACS for ACS’ expenses to correct such failure, but only to the extent Symetra caused such failure, unless the Parties otherwise mutually agree. For purposes hereof, any preexisting except as otherwise agreed by the Parties in writing, the pre-existing condition of those of Symetra’s DSHS's properties and systems that are used and managed by ACS to deliver the Services shall not be deemed a contributing cause of any failure if such condition was the Contractor knew or reasonably should have been identified in ACS’ reasonable, pre-implementation diligence processes, or as known of such condition and has had a result reasonable period of ACS’ post-implementation, industry-standard quality assurance processestime to implement corrective measures; provided, however, that, except as otherwise agreed by the Parties in writing, and subject to DSHS's approval, to the extent that this exception specifically the Contractor first became aware of such a pre- existing condition subsequent to the Effective Date, DSHS shall not apply be financially responsible for all corrective measures that are necessary to any hidden defect that was not identified following correct such diligence and quality assurance processescondition through the Change Control Process.