Common use of Server Consolidation Clause in Contracts

Server Consolidation. Service Provider shall credit DIR for any ARCs above the applicable Resource Baselines for the Service Tier Matrix Resource Unit Category and not invoice for any incremental Server Hardware Service Charges that is attributable to Service Provider’s failure to achieve the targeted Server consolidation, as contemplated by the Resource Baselines for the Service Tier Matrix Resource Unit Category and the capital plan shown on the “HSC Support” tab of Attachment 4-A, except if and to the extent that such failure is caused by (a) DIR’s direction to Service Provider that specific Servers targeted for consolidation shall not be so consolidated or (b) DIR’s failure to perform those DIR obligations that are expressly identified as consolidation dependencies in the portion of the final detailed Transformation Plan (and then only to the extent that such consolidation is so prevented), provided in each case that: (i) (A) Service Provider advises DIR in advance of such decision or expeditiously upon becoming aware of such failure to perform that such decision or failure to perform would result in additional Charges and identifies such Charges for DIR, (B) such Charges would not have been applicable had such Servers been consolidated as contemplated by the Resource Baselines for the Service Tier Matrix Resource Unit Category and the capital plan shown on the “Provider Investments” tab of Attachment 4-A, (C) Service Provider identifies and suggests for DIR’s consideration reasonable alternatives to address and avoid the circumstances giving rise to such Charges and (D) Service Provider uses commercially reasonable efforts to accomplish the planned consolidation and avoid the circumstances giving rise to such Charges; and (ii) with respect to clause (a) of this Subsection, such decision is not based on any change in the standards, processes, procedures and controls or associated technologies, architectures, standards, products, Materials, Equipment, Systems or services provided, operated, managed, supported or used in connection with the Services (but only to the extent that such decision is not based on any such change). The credit will be equal to the difference in ARC/RRC rates between the Consolidated and Non-Consolidated Service Tier Matrix Resource Unit Category for each Instance that Service Provider fails to consolidate each month.