Services Summary Description Sample Clauses

Services Summary Description. The Services to be provided by Provider under this Exhibit shall generally be described as services provided to support end-user services as listed in the Provider’s IM Service Catalog. The Services provided include, but are not limited to: • Desktop Services including: • Deskside support • Desktop management including Desktop/Laptop hardware break/fix • PC lifecycle management • Install, Move, Add, Change (IMACs) • Site Support • Software procurement • Help Desk including: • General support • SAP Help Desk • Sales Force Help Desk • R&D Scientific Help Desk • Messaging and calendaring • Collaboration Services, including but no limited to, eConferencing, Audio, Video & Web Conferencing. • Print, Fax and Scan services These Services shall be provided to Recipient’s employees, contractors and external business partners to the extent that such Services were provided prior to Closing Date at Historical Levels as defined in Section 2(d)(i) of this Agreement. Increase in Services beyond Historical Levels or for new usage not in place prior to Closing Date will require initiation of a project by Recipient per Exhibit D and shall mutually be agreed to by Provider and Recipient.

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Additionally, Provider shall make available a main contact person (the “Main Contact”) to act on behalf of both Provider and Recipient with respect to global Tax matters of Recipient. The Main Contact will oversee and coordinate the Services contemplated in this Schedule 5 and to the extent appropriate in Schedule 6. The Main Contact will oversee and coordinate external spend on Tax Planning and on Tax Compliance Services wherever necessary, subject to the approval of Recipient’s Chief Financial Officer, where such approval shall not be unreasonably withheld, and where “external spend” shall mean expenditures on third-party resource(s) in excess of that contemplated by this Agreement for routine tax planning and tax compliance services. For the avoidance of doubt, “external spend” shall not include locally budgeted expenditure(s) for Provider’s direct and indirect costs under this Agreement where such costs relate to Provider’s employees; or in accordance with Provider’s locally budgeted expenses, costs pertaining to the outsourcing of routine tax compliance functions anticipated under this Agreement.

Services Summary Description. The Services to be provided by Provider under this Exhibit shall be those services in the Provider’s IM Services Catalog that allow for, but are not limited to, Data Management, systems administration, application maintenance, and application development within the production, development, and test environments for applications shown in the table below. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide. All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures. The software applications governed by this Exhibit shall change as the responsibility for support and maintenance transitions to Recipient.

Services Summary Description. The Services to be provided by Provider under this Exhibit shall generally be described as Base IT Services Support. Except where specifically excluded, the Services include, but are not limited to, continued use and support of the underlying Provider technologies that enable voice and electronic data communications (Network Services) and access to required business applications and data (Application Hosting) for all business functions, operations and locations of Recipient plus other core services as explained in the Provider’s IM Services Catalog. The Services provided in Exhibit A are required to provide the Services in Exhibits B, C and D. Exhibit A must be the last Exhibit terminated in Schedule 3 and is required for Schedule 4. The Services included in the Base IT Services Support shall include, but not be limited to, the following IT Services as defined in the Provider’s IM Service Catalog: • Accounts and Access • Application Hosting • Authentication and Identity Management Services • Business Continuity (Disaster Recovery Planning) • Cellular, Paging and Wireless for support for Company owned and supported cellular, paging and interactive-paging equipment. • Document Management Services • External Partner Services • Network (Voice and Data components) • Call Center Support • Outsourced Services Management, Supplier Management and Supplier Audit Services for Provider’s service providers. Excludes suppliers or agreements acquired by Recipient. • Remote Access • Information Security Services except where noted below • Systems Integration Services • Telephone and voicemail services These Services shall include Installation Qualification documentation required for all hardware or equipment as defined by Provider’s policies. Limitations to the scope of this Exhibit: • Computer Investigation Services – The collection and storage of data for human resources investigations (the “Computer Investigation Services”) shall be provided at request of Recipient. Analysis of the collected data is outside the scope of the Services and will not be performed by Provider. The Computer Investigation Services will only be provided to the Recipient to the extent that (i) Provider determines in good faith that Recipient has taken the necessary steps in the relevant local market to allow for such Services to be provided by Recipient (including, but not limited to, Recipient obtaining employees’ consent, notifications to Recipient employees of Recipient’s monitoring policy (e...

Services Summary Description. Provider shall provide client facing support and management of applications (see table below) for the countries identified. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide. In addition, upon completion of any new project identified in this Schedule, Provider and Recipient shall amend the table below to add the completed project to this Schedule. All IT support historically provided to Recipient will continue to be provided except where specifically listed. Additionally, costs required to separate services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider. All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures. Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under this Schedule. The software applications governed by this Schedule shall change as the responsibility for support and maintenance transitions to Recipient. All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient. Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provid...

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. The agreement signed on 29 May 2007 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories for the scope of services benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. The agreement signed on 23 September 1992 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories exclusively benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. The agreement signed on 9 November 1999 entered into by Bristol-Myers Squibb (Phils.) Inc. and InterPhil benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. The binding MOU dated 28 April 2004 and made between Bristol-Myers Squibb (Phils.) Inc. and Cardinal Health Australia 401 Pty Ltd benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009. While Provider will continue the above mentioned TPM contracts, the Recipient shall be responsible for managing the operational requirements. The Recipient shall use best efforts to ensure that after 30 September 2009 no transactions are entered under any of the above agreements. The Recipient may require the Provider to terminate or assign the aforementioned contracts. Provider shall agree to take such action as may be required to effect the termination or transfer in compliance with applicable Laws. The Provider, however, shall not be held responsible for any legal action that could potentially arise upon termination of the above mentioned TPM contracts.

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient. International /Export invoicing, collections, follow-ups, cash application and allocations. International /Export freight forwarding, freight payment and claims. Receipt and sampling of raw material samples at the Provider’s ITO Raw Material Center (Building 123). Raw material shipments for Recipient – Evansville will be received and stored in the leased Recipient warehouse in Mount ▇▇▇▇▇▇, IN (Building 810). Representative units of these materials will be sent by Recipient from Building 810 to Building 123 for Provider ITO to sample for Recipient QC testing. Customs import and export advice. CAFTA & NAFTA certificates. Assistance in managing issues with US customs. Provide general Import/Export Customs Compliance guidance and high level training relative to import/export laws and regulations. Provide guidance via review and training of current Provider Customs compliance procedures. Provide import specific support in NAFTA origination verification, tariff classification, import clearance (including Customs, FDA and USDA) and ROW duty analyses. Provide export specific support in denied party screening, ECCN classification, sanctions and boycotts and review of business processes. Moisture testing on approximately 1,100 Recipient material samples per year. Perform environmental monitoring of MJN Evansville sampling and production areas. Coordination and composition of workforce training grants. Government Contract Registration Consultation and EEV Basic Pilot Program Related State Registrations for Pricing department.

Services Summary Description. Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2). General Accounting • Processing of journal entries • Preparation of Account Reconciliation • Monthly local and management profit and loss, and balance sheet reporting, and submission to corporate reporting systems (including running monthly closing jobs, such as “revaluation” program, system used to collect actuals) • Coordination of abandoned property filings • Maintenance of chart of accounts, including the creation of new company codes and other master data • Processing inbound and outbound information transfers • Cost center reporting detail (excluding Thailand) • Utilization of data archiving and retention tools • Maintain mapping tables in SAP, BPCS, Mapics, and EARS, as applicable • Scheduling of interfaces with SAP, BPCS, as applicable • Processing of appropriate system access requests and production of security and audit reports • Standard analyses, upon request, of balance sheet or profit and loss statements • Gross margin system maintenance, reporting and supporting journal entries USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore1 , Vietnam, Australia, Dominican Republic 1 Refers to Singapore Opco, Singapore Holdco and Triple J unless otherwise specifically stated. • Support monthly close process • Support royalty accounting • GOA and DOA maintenance and support • Accrual management and accounting (excluding Thailand) • Goods in Transit support (excluding Thailand) • Statutory reporting (excluding Thailand) • External reporting related to government, SEC, audit and compliance requirements • Export & Import services (excluding Thailand) Gross Margin Financial management of the corporate intercompany profit reserve created when intercompany sales are eliminated and the subsequent recognition of this intercompany profit on the consolidated P&L. Specific activities are: • Calculate and record on the P&L recognized Intercompany Profit by management market....

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Human Resources Services (Corporate) include any Services provided by country level HR resources at the direction of Corporate HR. Learning Administration Provide Plateau Training Management Support Services utilizing the Plateau Enterprise Learning Management System (ELMS). Provider Services are to include Recipient administrator access and Recipient administrator support for the Plateau training management system, which consists of student record and course maintenance, standard reporting and student enrollment services for US locations and students. Recipient Services include support for or access to the Plateau Student Access Module (Web interface for Plateau). Provider will not host newly developed courses and will not assist with integrating newly developed content into Plateau. Help Desk support for a Recipient administrator is available, if needed. Provider access is restricted to designated Recipient administrators and governed by Provider security guidelines. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient. Worldwide (excluding Hong Kong and Taiwan) (Note: Materials are English only) Until 7/1/2009 Special Learning - Course Development Provider will develop online learning courses that will be integrated with Plateau on behalf of the Recipient following a detailed design document provided by a Recipient learning professional. Translations would be Worldwide 18 months the responsibility of the recipient. Services will be provided on a usage basis, up to the monthly amount of $8,333. Recipient usage above that amount will result in additional charges to the Recipient. Enterprise-Wide Online Curriculum for Provider Policy and Procedures Provider will make the Provider Corporate Enterprise-Wide Online Curriculum (including Compliance Training) that Recipient wants to adopt available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide 18 months Existing Online Courseware for Functional Curriculum Provider will make the existing Provider Online Courseware for Functional Curriculum available/accessible to Recipient employees. Provider will translate the Curricu...