Common use of Service Level Credits Clause in Contracts

Service Level Credits. In the event of a Service Level Default, the Service Provider shall provide DIR credits as defined below: 1. Attachment 3-A sets forth the information required to calculate the Service Level Credit in the event of a Service Level Default. For each Service Level Default, the Service Provider shall pay to DIR, subject to Section 6 below, a Service Level Credit that will be computed in accordance with the following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. For example, assume that the Service Provider fails to meet the Service Level for a Critical Service Level, the Service Provider's Service Level Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At Risk Amount is 10% of these charges. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 40%. The Service Level Credit due to DIR for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 (the amount of the Service Level Credit) 2. Subject to Item 3, if more than one Service Level Default has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to DIR. 3. In no event shall the amount of Service Level Credits credited to DIR with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount. 4. The Service Provider shall notify DIR in writing if DIR becomes entitled to a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 above. 5. The total amount of Service Level Credits that the Service Provider will be obligated to pay to DIR, with respect to Service Level Defaults occurring each month, shall be credited on the invoice for the month following the month during which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable with respect to Service Level Defaults occurring in August shall be set forth in the Monthly Invoice for September issued in October. 6. The Service Provider acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR has hereunder or under the Agreement.

Service Level Credits. In the event of a Service Level Default, the Service Provider shall provide DIR credits as defined below: 1. Attachment 3-A sets forth the information required to calculate the Service Level Credit in the event of a Service Level Default. For each Service Level Default, the Service Provider shall pay to DIR, subject to Section 6 below, a Service Level Credit that will be computed in accordance with the following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. For example, assume that the Service Provider fails to meet the Service Level for a Critical Service Level, the Service Provider's Service Level Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At Risk Amount is 10% of these charges. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 40%. The Service Level Credit due to DIR for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 (the amount of the Service Level Credit) 2. Subject to Item 3, if more than one Service Level Default has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to DIR. 3. In no event shall the amount of Service Level Credits credited to DIR with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount. 4. The Service Provider shall notify DIR in writing if DIR becomes entitled to a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 above. 5. The total amount of Service Level Credits that the Service Provider will be obligated to pay to DIR, with respect to Service Level Defaults occurring each month, shall be credited on the invoice for the month following the month during which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable with respect to Service Level Defaults occurring in August shall be set forth in the Monthly Invoice for September issued in October. 6. The Service Provider acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR has hereunder or under the Agreement.

Service Level Credits. In the event of a Service Level Default, the Service Provider Supplier shall provide DIR PacifiCare credits as defined calculated below:. 1. Service Level Attachment 3-A SLA-1 sets forth the information required to calculate the Service Level Credit credits that shall accrue to PacifiCare (and that Supplier shall credit to PacifiCare as set forth in Section I.G.4) in the event of a Service Level DefaultDefault ("SERVICE LEVEL CREDIT"). For each Service Level Default, the Service Provider shall pay to DIR, subject to Section 6 I.G below, a Service Level Credit that will shall accrue to PacifiCare and shall be computed in accordance with the following formula: SERVICE LEVEL CREDIT = A x B x C Where: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Service Level Attachment 3-A. SLA-1 (the "ALLOCATION OF POOL PERCENTAGE"). B = The percentage of the Allocation of Pool Percentage allocated to the Critical Service Level Credit Allocation Percentage for in which the Service Level Default occurred as shown in Service Level Attachment 3-A. SLA-1 (the "SERVICE LEVEL CREDIT ALLOCATION PERCENTAGE") C = At Risk Amount For example, assume that the Service Provider Supplier fails to meet the Minimum Service Level for a Critical Service Level, and that the Service ProviderSupplier's Service Level Invoice Amount total Monthly Fees for the month in which the Service Level Default occurred was were $100,000 and that the At Risk Amount is 10% of these charges100,000. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50[...***...]% and that its Service Level Credit Allocation Percentage is 40[...***...]%. The Service Level Credit due to DIR PacifiCare for such Service Level Default would be computed as follows: A = 50[...***...]% (the Allocation of Pool Percentage) multiplied ), Multiplied by B = 40[...***...]% (the Service Level Credit Allocation Percentage) multiplied ), Multiplied by C = $10,000 (ten [...***...] percent (10%)) [...***...] of $100,000, Supplier's Fees for the month during which the Service Provider's corresponding Service Level Invoice Amount) Default occurred). = $2,000 [...***...] (the amount of the Service Level Credit)) *CONFIDENTIAL TREATMENT REQUESTED 2. Subject to Item 3, if If one (1) or more than one (1) Service Level Default has occurred in a single monthmonth where the Supplier has failed to meet more than one (1) Minimum Service Level, the sum of the corresponding Service Level Credits Credit(s) shall be credited accrue to DIRPacifiCare. 3. In no event shall the amount of Service Level Credits credited that accrue to DIR PacifiCare with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-At Risk Amount. 4. The Service Provider Supplier shall notify DIR in writing PacifiCare if DIR becomes entitled to PacifiCare accrues a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as Level Reports described in Section 3 above. 5. I.C. The total amount of Service Level Credits that the Service Provider will be obligated Reports shall also describe any failure to pay to DIR, with respect to Service Level Defaults occurring each month, shall be credited on the invoice meet Key Measurements for the month following the month during which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable with respect to Service Level Defaults occurring in August shall be set forth in the Monthly Invoice for September issued in Octobermonth. 6. The Service Provider acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR has hereunder or under the Agreement.

Service Level Credits. In the event of a Service Level Default, the Service Provider shall provide DIR credits as defined below: 1. Attachment 3-A A, Service Level Matrix, sets forth the information required to calculate the Service Level Credit in the event of a Service Level Default. For each Service Level Default, the Service Provider shall pay to DIR, subject to Section 6 below, a Service Level Credit that will be computed in accordance with the following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. For example, assume that the Service Provider fails to meet the Service Level for a Critical Service Level, the Service Provider's Service Level Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At Risk Amount is 10% of these charges. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 40%. The Service Level Credit due to DIR for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 (the amount of the Service Level Credit) 2. Subject to Item 3, if more than one Service Level Default has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to DIR. 3. In no event shall the amount of Service Level Credits credited to DIR with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount. 4. The Service Provider shall notify DIR in writing if DIR becomes entitled to a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 aboveMeasurements. 5. The total amount of Service Level Credits that the Service Provider will be obligated to pay to DIR, with respect to Service Level Defaults occurring each month, shall be credited on the invoice for the month following the month during which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable with respect to Service Level Defaults occurring in August shall be set forth in the Monthly Invoice for September issued in October. 6. The Service Provider acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR has hereunder or under the Agreement.

Service Level Credits. 7.1 If R1 fails to meet any Service Level and its Target Level, then R1 shall pay or credit IMH for the amounts described below (each, a “Service Level Credit”). Except as otherwise provided in Section 23.3(b) of the Services Agreement, R1’s payment to IMH of Service Level Credits are the exclusive remedy for any Service Level Default, but not for any other default or breach of this Services Agreement or any of its Exhibits (including, without limitation, the other provisions of this Exhibit, e.g., Section 8). For example, to the extent IMH has a claim for breach of the Services Agreement by R1, this Exhibit does not preclude IMH from receiving remedies, nor shall it limit remedies, for such breach simply because the breach also resulted in a [**] 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. Service Level Default and Service Level Credit. This exclusive remedy shall not prevent IMH from terminating this Services Agreement for Service Level Defaults as described in Section 23.3(b) of the Services Agreement. Service Level Credits will be deemed to be reductions in the charges reflecting the impact on the Services as a result of the Service Level Default, and not as a penalty. The Service Level Credits will be applied by R1 against any Charges or other amounts owed to R1 in the next practicable invoice following determination of the Service Level Credit. In the event that there are any unapplied Credits at the termination of the Services Agreement, then R1 will pay IMH an amount equal to the unapplied Credits. 7.2 If R1’s performance relative to any one of the Service Levels does not achieve the Target Level during a particular Measurement Window, such failure shall be deemed a Service Level Default, and R1 will perform the Service Provider shall provide DIR credits as defined below: 1problem analysis described in Section 8. Attachment 3-A sets forth the information required R1 will also propose a corrective action plan to calculate the Service Level Credit improve R1’s performance in the event of upcoming Measurement Window, subject to IMH’s approval. 7.3 If R1’s performance for a Service Level Default. For each does not achieve the Target Level in a Measurement Window, resulting in a Service Level DefaultDefault for such Service Level, the Service Provider R1 shall pay to DIR, subject to Section 6 below, apply a Service Level Credit that will be computed in accordance with on the next practicable invoice following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. For example, assume that the Service Provider fails to meet the Service Level for a Critical Service Level, the Service Provider's Service Level Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At Risk Amount is 10% of these charges. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 40%. The Service Level Credit due to DIR for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 (the amount determination of the Service Level Credit, equal to the product of (i) [**], divided by the number of Service Levels that have commenced their respective Service Level Effective Date and for which this Exhibit contains both a metric (in Section 3) and a Target Level (in Section 4) , multiplied by (ii) [**] for such Measurement Window. Any Service Level credit resulting from a Service Level Default of Service Levels 2. Subject to Item , 3, if 5, 6 or 7 shall apply only to the IMH Facilities Base Fee or the IMH Providers Base Fee, as applicable, except to the extent that there are Service Level Defaults with respect to both the IMH Facilities and the IMH Providers for such Service Level. 7.4 If more than one Service Level has experienced a Service Level Default has occurred in for a single monthMeasurement Window with respect to IMH, R1 will apply the sum of the corresponding Service Level Credit amounts for each of the Service Levels with respect to IMH that had Service Level Defaults during such Measurement Window. There shall be up [**] at risk with respect to such Measurement Window (and R1 shall in no event be liable for Service Level Credits shall be credited to DIRin excess of such at risk amount). 3. 7.5 In no the event shall that IMH provides to R1 notice of its election to terminate less than all of the amount Services pursuant to Section 23.3(b) of Service Level Credits credited to DIR with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount. 4. The Service Provider shall notify DIR in writing if DIR becomes entitled to a Service Level Credit, which Agreement (such notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 above. 5. The total amount of Service Level Credits that the Service Provider will be obligated the first day of [**] day notice period), and R1 reasonably believes that either (a) it can remedy the issues giving rise to pay to DIR, with respect to Service Level Defaults occurring each month, shall be credited on the invoice for the month following the month during which the applicable Service Level Default(s) giving rise to within [**] notice period, or (b) as a result of the termination of such credit(s) occurred. For exampleServices (i.e., the amount Services designated by IMH for termination), it would be impossible for R1 to provide any one or more other Services not subject to the termination right (“Contingent Services”), R1 may, within [**] days of receiving such notice, either (i) notify IMH of its intent to remedy such Service Level Credits payable Defaults and provide to [**] 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. IMH its proposal to remedy such issues and avoid termination of the designated Services in the case of Subsection 7.5(a), or (ii) notify IMH of the Contingent Services that must also be terminated if such Services are terminated and that R1 will cease to provide if IMH terminates the Services designated by IMH for termination in the case of Subsection 7.5(b). If at the end of the notice period IMH and R1 have not agreed in writing to an alternative arrangement to avoid termination of such Services, the designated Services shall be terminated, and in the case of Subsection 7.5(b), the Contingent Services shall also be terminated. IMH will be entitled to Disengagement Services with respect to Service Level Defaults occurring any terminated Services in August shall be set forth in accordance with Section 23.8 of the Monthly Invoice for September issued in October. 6. The Service Provider acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR has hereunder or under the Services Agreement.

Service Level Credits. In the event of a Service Level Default, Gap shall receive credits in the Service Provider shall provide DIR credits as defined below: 1. Attachment 3-A sets amounts set forth the information required to calculate the in Exhibit B.1 (Service Level Credit in Matrix) as to the event of a Service Level Default. For each Service Level Default, the Service Provider shall pay to DIR, subject to Section 6 below, a Service Level Credit that will be computed in accordance with the following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. For example, assume that the Service Provider fails to meet the Service Level for a applicable Critical Service Level, the Service Provider's Service Level Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At Risk Amount is 10% of these charges. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 40%. The Service Level Credit due to DIR for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 (the amount of the Service Level Credit). 2. Subject to Item 3, if 4.1 If more than one Service Level Default has occurred in a single monthreporting period, the sum of the corresponding Service Level Credits shall be credited to DIR.Gap, even if the multiple Service Level Defaults occur within the same Performance Category, provided, however, that a single performance failure shall not be double-counted as both a Floor Service Level Default and an Expected Service Level Default for that reporting period .. 3. 4.2 In no event shall the amount of Service Level Credits credited to DIR Gap with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount*. 4. The Service Provider 4.3 Supplier shall notify DIR Gap in writing if DIR Gap becomes entitled to a Service Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements Service Level Objectives as described in Section 3 above(Reporting). The monthly reports shall also describe any failure to meet Service Level Objectives for the month. 54.4 Supplier acknowledges and agrees that the credits or other rights and remedies set forth in this Service Level Exhibit shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy, and that all such credits and other rights and remedies are cumulative with all other rights and remedies of Gap. * 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. GAP CONFIDENTIAL 4.5 In the event of a Service Level Default, Supplier shall provide Gap credits as defined below: Exhibit B.1 (Service Levels Matrix) sets forth the information required to calculate the credits that Supplier shall apply against Monthly Charges in the event of a Service Level Default (“Service Level Credit”). For each Service Level Default, Supplier shall pay to Gap, *, as applicable below, a Service Level Credit that will be computed in accordance with the following formula: Service Level Credit = * Where: * 4.6 The total amount of Service Level Credits that the Service Provider Supplier will be obligated to pay to DIRGap, with respect to Service Level Defaults occurring each monthmonth (*), shall be credited reflected on the invoice that contains charges for the month following the month during in which the Service Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Level Credits payable (*) with respect to Service Level Defaults occurring in August shall be set forth in the invoice for 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. GAP CONFIDENTIAL Monthly Invoice for September Charges (as set forth in Exhibit C (Fees and Resource Baseline) to the Agreement) issued in October. 6September. The Service Provider acknowledges and agrees that the Although Service Level Credits shall not be deemed or construed shown on each monthly invoice, the credits will be payable to Gap on a * as described in *. 4.7 For Service Level Credits that are incurred for performance during *, such amounts as calculated above will be liquidated damages or increased by applying *. 4.8 Notwithstanding that Service Level Credits for Peak Period will be credited on a sole * basis, during Peak Period all corrective action steps, including those in Section 12 (Improvement Plan for Service Levels) of this Service Level Exhibit, and exclusive remedy or in derogation Section 7.3 of any other rights the Agreement (Root-Cause Analysis and remedies DIR has hereunder or under Resolution) shall be initiated upon identification of the AgreementService Level Default. During peak periods, Supplier shall initiate root cause analysis within *, providing preliminary problem assessments, emergency workarounds, and proposed alternatives for permanent fixes where they are available and reporting an updated status with each * report.

Service Level Credits. In the event of a Service Level Default, the Service Provider EDS shall provide DIR Customer credits as defined below: 1. Attachment Exhibit 3-A (Service Levels Matrix) to this Exhibit sets forth the information required to calculate the Service Service-Level Credit in the event of a Service Service-Level Default. For each Service Service-Level Default, the Service Provider EDS shall pay to DIRCustomer, subject to Section 6 item 5 below, a Service Service-Level Credit that will be computed in accordance with the following formula: : A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Service-Level Default occurred as shown in Attachment Exhibit 3-A. A to this Exhibit. B = The Service Service-Level Credit Allocation Percentage for which the Service Service-Level Default occurred as shown in Attachment Exhibit 3-A. A to this Exhibit. C = At Risk Amount For example, assume that the Service Provider EDS fails to meet the Minimum Service Level for a Critical Service Level, the Service Provider's Service Level EDS’s Monthly Invoice Amount for the month in which the Service Service-Level Default occurred was $100,000 XXX and that the At At-Risk Amount is 10% was XXX% of these chargesthe Monthly Invoice Amount. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Service-Level Credit Allocation Percentage is 40%. The Service Service-Level Credit due to DIR Customer for such Service Service-Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied Multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied Multiplied by C = $10,000 XXX (ten XXX percent (10%)XXX%) of $100,000XXX, EDS’s Monthly Invoice Amount for the month during which the Service Provider's corresponding Service Level Invoice Amount) Default occurred). = $2,000 XXX (the amount of the Service Level Credit) 2. Subject to Item 3, if If more than one Service Service-Level Default has occurred in a single month, the sum of the corresponding Service Service-Level Credits shall be credited to DIRCustomer. 3. In no event shall the amount of Service Service-Level Credits credited to DIR Customer with respect to all Service Service-Level Defaults occurring in a single month exceed, in total, the At-Risk Amount. 4. The Service Provider EDS shall notify DIR Customer in writing if DIR Customer becomes entitled to a Service Service-Level Credit, which notice shall be included in the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 above3. The monthly reports shall also describe any failure to meet Key Measurements for the month. 5. The total amount of Service Service-Level Credits that the Service Provider EDS will be obligated to pay to DIRCustomer, with respect to Service Service-Level Defaults occurring each monthmonth (subject to EDS’s Earnback rights described in Section 7 below, shall be credited reflected on the invoice that contains charges for the month following the month during which the Service Service-Level Default(s) giving rise to such credit(s) occurred. For example, the amount of Service Service-Level Credits payable (subject to EDS’s Earnback rights described in Section 7 below with respect to Service Service-Level Defaults occurring in August shall be set forth in the invoice for the August Monthly Invoice for September Amount issued in OctoberSeptember. Although Service-Level Credits shall be shown on each monthly invoice, the credits will be payable to Customer on a Contract Year basis as described in Section 7, item 4 below. 6. The Service Provider EDS acknowledges and agrees that the Service Service-Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies DIR Customer has hereunder or under the Agreement.

Service Level Credits. In the event of a Service Level Default, Credits shall not apply to failures to meet Key Measurements. The Allocation of the Pool Percentage is set at two-hundred percent (200%). This amount will be spread amongst the Critical Service Provider shall provide DIR credits as defined below: 1Level. The At Risk Percentage is set at fifteen percent (15%). Attachment 3-A 1 (Service Level Matrix) to this exhibit sets forth the information required to calculate the Service Level Credit in the event of a Service Level DefaultFailure. For each Service Level DefaultFailure, the Service Provider Vendor shall pay to DIRClient, subject to Section 6 the conditions below, a Service Level Credit that will be computed in accordance with the following formula: A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A. B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A. Where: For example, assume that the Service Provider Vendor fails to meet the Expected Service Level for a Critical Service Level, the Service Provider's Service Level Vendor’s Monthly Invoice Amount for the month in which the Service Level Default occurred was $100,000 and that the At At-Risk Amount is 10was 15% of these chargesthe Monthly Invoice Amount. Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is 50% and that its Service Level Credit Allocation Percentage is 4020%. The Service Level Credit due to DIR Company for such Service Level Default would be computed as follows: A = 50% (the Allocation of Pool Percentage) multiplied by B = 40% (the Service Level Credit Allocation Percentage) multiplied by C = $10,000 (ten percent (10%)) of $100,000, the Service Provider's corresponding Service Level Invoice Amount) = $2,000 3,000 (the amount of the Service Level Credit) 2. ) Subject to Item 3the conditions below, if more than one Service Level Default Failure has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to DIR. 3Client. In no event shall the amount of Service Level Credits credited to DIR Client with respect to all Service Level Defaults Failures occurring in a single month exceed, in total, exceed the At-Risk Amount. 4. The Service Provider shall notify DIR in writing if DIR becomes entitled to a Service Level Credit, which notice shall be included in Amount (Monthly Invoice multiplied by the standard monthly reporting for Critical Service Levels and Key Measurements as described in Section 3 above. 5At-Risk Percentage). The total amount of Service Level Credits that the Service Provider will Credits, which Vendor shall be obligated obliged to pay to DIRClient, with respect to Service Level Defaults Failures occurring each monthmonth (subject to Earnback), shall be credited reflected on the next monthly invoice for the month following after the month during which the Service Level Default(sFailure(s) giving rise to such credit(s) occurred. For example, If the amount of root cause analysis shows that a single incident results in Vendor incurring more than one Service Level Credits payable with respect Failure, Client shall have the right to select any one of such multiple Service Level Defaults occurring in August Failures for which it shall be set forth entitled to receive a Service Level Credit. Client shall not be entitled to a Service Level Credit for the other Service Level Failures. Except as otherwise provided in the Monthly Invoice for September issued Agreement, or in October. 6. The Service Provider acknowledges and agrees that the circumstances which do not rise to a level of uncured material breach, Service Level Credits shall not be deemed or construed to be liquidated damages or a the sole and exclusive remedy for Service Level Failures. An individual Service Level Credit Allocation Percentage shall not exceed 40% or in derogation of any other rights and remedies DIR has hereunder or under the Agreement25% (see Attachment 1, Tab 1, for details) unless otherwise agreed to by Vendor.