Common use of Services and Products Clause in Contracts

Services and Products. (a) As of the Commencement Date, CSG will provide Products and Services to ACP Clients. Concurrently herewith, CSG and Time Warner Cable Inc. are negotiating an amendment to the Billing Agreement to delete print/mail products and services in the Billing Agreement, including but not limited to paragraph B. of the Section in Schedule F of the Billing Agreement titled “********** ****” (as set forth in the Fifty-Ninth Amendment to the Billing Agreement) (“Billing Agreement Amendment”). The parties thereto agree to sign the Billing Agreement Amendment to be effective on May 1, 2014. In the event that any print/mail products and services under the Billing Agreement are not identified under this Agreement as Products and Services as of the Commencement Date, CSG will continue to provide such print/mail products and services to ACP Clients under the terms of the Billing Agreement until the effective date of an amendment to this Agreement to incorporate such print/mail products and services on terms and pricing no less favorable than in the Billing Agreement. (b) At any time during the Term of this Agreement, *** may elect to receive Products or Services in accordance with the terms and conditions of this Agreement by giving CSG at least thirty (30) days’ prior written notice of such election to CSG and TWC. At any time following such notice from ***, CSG may provide *** with copies of this Agreement and any subsequent amendments thereto promptly after execution by CSG and TWC without prior notice to TWC and without violating the provisions of Section 9, Confidentiality. *** and CSG shall execute an Addendum in the form of Exhibit L to document such election and, as of the effective date thereof, *** may receive Products and Services hereunder. The Addendum shall not vary the terms and conditions of this Agreement as it applies to *** without TWC’s prior written consent. CSG shall provide a copy of the Addendum (and any subsequent amendments thereto) to TWC promptly after execution by CSG and ***. If CSG and *** make any such variation, then CSG agrees that, upon TWC’s election, Clients shall be entitled to any rights or benefits in favor of *** set forth in any such variations, and CSG will provide TWC with confirmation of such variations. Notwithstanding the above, CSG may provide print/mail products and services to *** under and Addendum, as it may be amended from time to time, that are not Products and Services under this Agreement without TWC’s prior written consent and such shall not be considered a variation hereunder. TWC shall not be responsible for ***’* compliance with this Agreement or for the acts or omissions of ***. Instead, if *** elects to receive Products or Services hereunder, CSG shall look only to *** for payment of all amounts owed to CSG, and performance of any other obligations hereunder, as they relate to ***. (c) Any TWC Company (at its option) may purchase Products and Services pursuant to this Agreement by (i) submitting a purchase order therefor to CSG or by an amendment mutually acceptable to the parties, and (ii) where Client is migrating print/mail services from a different provider or contract to this Agreement, such Client shall also enter into a mutually agreed upon Statement of Work for Migration Services (as defined in paragraph (d) below). Schedule K shall be amended to include such TWC Company’s sites. (d) Where migration from a different print/mail vendor or a different contract will occur in connection with any Products and/or Services purchased by a Client hereunder (a “Migration to CSG”), CSG and Client shall enter into a Statement of Work pursuant to which CSG shall provide the following Services (collectively, “Migration Services”): (i) programming and implementation of the Client’s proprietary xxxx statement design provided by the Client to CSG; (ii) programming and implementation necessary in order for CSG to process, print and mail all hard copy xxxx statements; (iii) programming and implementation of the PDF Presentment Services and support to third party Electronic Billing Systems, Third Party Systems and Other Mediums in accordance with this Agreement and SOWs; and (iv) any other activities, including letters, that are mutually agreed upon in connection with the Migration to CSG. Where a Migration to CSG involves the Migration Services described in paragraphs (d)(i) or (d)(ii) above, then unless otherwise agreed by such Client in writing, CSG may not charge any fees or expenses for such Migration Services, except for any reasonable out-of-pocket travel expenses that are mutually agreed upon in writing in a Statement of Work for such Migration Services (“Migration SOW”). Where a Migration to CSG involves the Migration Services described in paragraphs (d)(iii) or (d)(iv) above, then, subject to mutual agreement of the parties, CSG may charge fees and expenses for such Migration Services, including any reasonable out-of-pocket travel expenses, that are mutually agreed upon in writing in the Migration SOW, computed on the basis of the Technical Services fees. Migration Services shall be deemed to be complete when the services set forth in each Migration SOW are accepted by Client(s), except that the Migration SOW for Customer billing statements will be deemed complete once CSG has printed and mailed the first live Customer billing statement for each xxxx cycle to be migrated. After completion of each Migration SOW, the Client shall have a period of ***** (**) days to identify and communicate to CSG any problems identified by the Client in connection with the printing and mailing of such billing statements or services under such Migration SOW, provided that such problems arise from CSG’s failure to meet the requirements of the Migration SOW. CSG agrees to correct any such problems at ** ****** to the Client. Any technical and programming services requested by the Client subsequent to completion of the Migration Services (except for any issues identified within the ***** (**) day window described above) shall be performed by CSG for a fee computed on the basis of the Technical Services fees. (e) CSG shall provide the Services and Products to Clients for the prices set forth in the Pricing Schedule. (f) During the Term, each Client hereunder shall use CSG as its sole and exclusive provider of services for the printing and mailing, through the United States Postal Service (“USPS”), of its Customers’ monthly xxxx statements solely to the extent described on Exhibit H; provided, however, that such obligation shall not apply with respect to any cable system or business unit (i) that will undertake a Migration to CSG until the Migration to CSG is completed; or (ii) acquired by a Client and within the scope described on Exhibit H for the term (which shall not include any optional renewals) of any existing agreement with a different print and mail vendor or a different contract with CSG applicable to such cable system or business unit. Notwithstanding the foregoing, under no circumstances shall such obligation be deemed to apply to the generation or viewing of images of Customer xxxx statements or to electronic presentment or payment of Customer xxxx statements (collectively, “Electronic Billing”). CSG understands and agrees that Clients may purchase or receive services from third parties, and license or receive products from third parties, that are similar to the Services and Products with respect to (i) any part of its business that is not expressly included within the scope of exclusivity described on Exhibit H; and (2)

Services and Products. (a) As of the Commencement Date, CSG will provide Products and Services to ACP Clients. Concurrently herewith, CSG and Time Warner Cable Inc. are negotiating an amendment to the Billing Agreement to delete print/mail products and services in the Billing Agreement, including but not limited to paragraph B. of the Section in Schedule F of the Billing Agreement titled “********** ****” (as set forth in the Fifty-Ninth Amendment to the Billing Agreement) (“Billing Agreement Amendment”). The parties thereto agree to sign the Billing Agreement Amendment to be effective on May 1, 2014. In the event that any print/mail products and services under the Billing Agreement are not identified under this Agreement as Products and Services as of the Commencement Date, CSG will continue to provide such print/mail products and services to ACP Clients under the terms of the Billing Agreement until the effective date of an amendment to this Agreement to incorporate such print/mail products and services on terms and pricing no less favorable than in the Billing Agreement. (b) At any time during the Term of this Agreement, *** may elect to receive Products or Services in accordance with the terms and conditions of this Agreement by giving CSG at least thirty (30) days’ prior written notice of such election to CSG and TWC. At any time following such notice from ***, CSG may provide *** with copies of this Agreement and any subsequent amendments thereto promptly after execution by CSG and TWC without prior notice to TWC and without violating the provisions of Section 9, Confidentiality. *** and CSG shall execute an Addendum in the form of Exhibit L to document such election and, as of the effective date thereof, *** may receive Products and Services hereunder. The Addendum shall not vary the terms and conditions of this Agreement as it applies to *** without TWC’s prior written consent. CSG shall provide a copy of the Addendum (and any subsequent amendments thereto) to TWC promptly after execution by CSG and ***. If CSG and *** make any such variation, then CSG agrees that, upon TWC’s election, Clients shall be entitled to any rights or benefits in favor of *** set forth in any such variations, and CSG will provide TWC with confirmation of such variations. Notwithstanding the above, CSG may provide print/mail products and services to *** under and Addendum, as it may be amended from time to time, that are not Products and Services under this Agreement without TWC’s prior written consent and such shall not be considered a variation hereunder. TWC shall not be responsible for ***’* compliance with this Agreement or for the acts or omissions of ***. Instead, if *** elects to receive Products or Services hereunder, CSG shall look only to *** for payment of all amounts owed to CSG, and performance of any other obligations hereunder, as they relate to ***. (c) Any TWC Company (at its option) may purchase Products and Services pursuant to this Agreement by (i) submitting a purchase order therefor to CSG or by an amendment mutually acceptable to the parties, and (ii) where Client is migrating print/mail services from a different provider or contract to this Agreement, such Client shall also enter into a mutually agreed upon Statement of Work for Migration Services (as defined in paragraph (d) below). Schedule K shall be amended to include such TWC Company’s sites. (d) Where migration from a different print/mail vendor or a different contract will occur in connection with any Products and/or Services purchased by a Client hereunder (a “Migration to CSG”), CSG and Client shall enter into a Statement of Work pursuant to which CSG shall provide the following Services (collectively, “Migration Services”): (i) programming and implementation of the Client’s proprietary xxxx statement design provided by the Client to CSG; (ii) programming and implementation necessary in order for CSG to process, print and mail all hard copy xxxx statements; (iii) programming and implementation of the PDF Presentment Services and support to third party Electronic Billing Systems, Third Party Systems and Other Mediums in accordance with this Agreement and SOWs; and (iv) any other activities, including letters, that are mutually agreed upon in connection with the Migration to CSG. Where a Migration to CSG involves the Migration Services described in paragraphs (d)(i) or (d)(ii) above, then unless otherwise agreed by such Client in writing, CSG may not charge any fees or expenses for such Migration Services, except for any reasonable out-of-pocket travel expenses that are mutually agreed upon in writing in a Statement of Work for such Migration Services (“Migration SOW”). Where a Migration to CSG involves the Migration Services described in paragraphs (d)(iii) or (d)(iv) above, then, subject to mutual agreement of the parties, CSG may charge fees and expenses for such Migration Services, including any reasonable out-of-pocket travel expenses, that are mutually agreed upon in writing in the Migration SOW, computed on the basis of the Technical Services fees. Migration Services shall be deemed to be complete when the services set forth in each Migration SOW are accepted by Client(s), except that the Migration SOW for Customer billing statements will be deemed complete once CSG has printed and mailed the first live Customer billing statement for each xxxx cycle to be migrated. After completion of each Migration SOW, the Client shall have a period of ***** (**) days to identify and communicate to CSG any problems identified by the Client in connection with the printing and mailing of such billing statements or services under such Migration SOW, provided that such problems arise from CSG’s failure to meet the requirements of the Migration SOW. CSG agrees to correct any such problems at ** ****** to the Client. Any technical and programming services requested by the Client subsequent to completion of the Migration Services (except for any issues identified within the ***** (**) day window described above) shall be performed by CSG for a fee computed on the basis of the Technical Services fees. (e) CSG ComTec shall provide the Services and Products to Clients for the prices set forth in on Exhibit C hereto (“Pricing Schedule”). ComTec may annually raise, based on the Consumer Price Index, the price of the SPC (as defined on the Pricing Schedule. (f) During set forth on the TermPricing Schedule with respect to a particular Client only if, each and to the extent, specifically described in such Client’s Affiliate Addendum. Any Affiliate may, by notice to ComTec from time to time, add or remove cable systems with respect to which it will receive Services and Products under its Affiliate Addendum. TWC shall not be liable for any obligations of its Affiliates that are Clients hereunder and no Affiliate that is a Client hereunder shall be liable for the obligations of TWC or any other Client hereunder. Clients understand and agree that ComTec may perform the Services and license or provide the Products to third parties. Each Affiliate that is a Client hereunder shall use CSG ComTec as its such Affiliate’s sole and exclusive provider of services for the printing and mailing, through the United States Postal Service (“USPS”), of its Customerssubscribers’ monthly xxxx statements solely to the extent described on Exhibit H; statements: provided, however, that such obligation shall not apply with respect to any cable system or business unit (i) that will undertake a Migration to CSG until the Migration to CSG is completed; or (ii) acquired by a Client and within the scope described on Exhibit H such Affiliate for the term (which shall not include any optional renewals) of any existing agreement with a different print and mail vendor or a different contract with CSG applicable to such cable system or business unitsystem. Notwithstanding the foregoing, under no circumstances shall such obligation be deemed to apply to the generation or viewing of images of Customer subscriber xxxx statements or to electronic presentment or payment of Customer subscriber xxxx statements (collectively, “Electronic Billing”). CSG ) and ComTec understands and agrees that Clients may purchase or receive services from third parties, and license or receive products from third parties, that are similar to the Services and Products with respect to Electronic Billing. For the avoidance of doubt, TWC shall not be subject to any exclusivity obligation hereunder and ComTec acknowledges that TWC has and/or may in the future enter into agreements with other print and mail vendors for the purchase or receipt of services and products that ate similar to the Services and Products. (b) A Client may modify specifications for a particular Service by furnishing revised specifications in writing to ComTec, which completely replace the previous specifications. If such a modification would result in significant out-of-pocket costs for ComTec to perform the required Service, as so modified by such Client, then (i) ComTec shall promptly notify Client of such increased costs and shall set forth in writing and in reasonable detail the basis for calculating any part of its business that is not expressly included within the scope of exclusivity described on Exhibit H; such increase in cost, and (2)ii) ComTec and such Client shall negotiate in good faith to determine a reasonable price increase for the performance of such Service pursuant to such modified specification. If ComTec and such Client cannot reach mutual agreement on the price relating to such modification, then ComTec shall not proceed with performance of such Service pursuant to such modified specification.