Common use of Use of Third Parties Clause in Contracts

Use of Third Parties. 4.2.1 DIR (and DIR Customer) Right of Use (a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that: (i) this is not a requirements contract and DIR and the DIR Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and (ii) Successful Respondent is not the exclusive provider to DIR or the DIR Customers of any of the Services and DIR and the DIR Customers may at any time themselves and/or through third parties (each, a "DIR Contractor") provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services). (b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or delete DIR Customers, or DIR's or any DIR Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges and Termination Charges, if any, shall be adjusted downward in accordance with Exhibit 2 Financial Provisions and Pricing, to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Successful Respondent shall not be providing to the extent that Exhibit 2 Financial Provisions and Pricing does not provide for such reduction. Such equitable adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 Financial Provisions and Pricing in proportion to the portion of the Services that Successful Respondent shall not be providing; provided, however, that such unrecovered amounts have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement. (c) DIR may elect to solicit and receive bids from third parties to perform any New Services. If DIR elects to use third parties to perform New Services: (i) such New Services shall not be deemed "Services" under the provisions of this Agreement; and (ii) Successful Respondent shall cooperate with such third parties as provided in MSA Section 4.2

Use of Third Parties. 4.2.1 DIR (and DIR DCS Customer) Right of Use (a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that: (i) this is not a requirements contract and DIR and the DIR DCS Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and (ii) Successful Respondent is not the exclusive provider to DIR or the DIR DCS Customers of any of the Services and DIR and the DIR DCS Customers may at any time themselves and/or through third parties (each, a "DIR Contractor") provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services). (b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or delete DIR DCS Customers, or DIR's or any DIR DCS Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR DCS Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges and Termination Charges, if any, shall be adjusted downward in accordance with Exhibit 2 Financial Provisions and Pricing, to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Successful Respondent shall not be providing to the extent that Exhibit 2 Financial Provisions and Pricing does not provide for such reduction. Such equitable adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 Financial Provisions and Pricing in proportion to the portion of the Services that Successful Respondent shall not be providing; provided, however, that such unrecovered amounts have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement. In the event total Service Level Invoice Amounts for the cumulative prior Contract Year are less than 50% of the estimated charges for the Contract Year in Attachment 2.1, as reflected in the Summary Charges tab, the Unit Rates shall be equitably adjusted by the Parties, provided that any such adjustments will be on a prospective basis only and will reflect the lower fixed cost required to deliver the Services. Both Parties shall approve such adjustments in writing. Nothing herein will prevent either Party from measuring Service Level Invoice Amounts trends and notifying the other Party of any significant decreases upon occurrence. (c) DIR may elect to solicit and receive bids from third parties to perform any New Services. If DIR elects to use third parties to perform New Services: (i) such New Services shall not be deemed "Services" under the provisions of this Agreement; and (ii) Successful Respondent shall cooperate with such third parties as provided in MSA Section 4.2

Use of Third Parties. 4.2.1 DIR (and DIR DCS Customer) Right of Use (a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that: (i) this is not a requirements contract and DIR and the DIR DCS Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and (ii) Successful Respondent is not the exclusive provider to DIR or the DIR DCS Customers of any of the Services and DIR and the DIR DCS Customers may at any time themselves and/or through third parties (each, a "DIR Contractor") provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services). (b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or delete DIR DCS Customers, or DIR's or any DIR DCS Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR DCS Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges and Termination Charges, if any, shall be adjusted downward in accordance with Exhibit 2 Financial Provisions and Pricing, to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Successful Respondent shall not be providing to the extent that Exhibit 2 Financial Provisions and Pricing does not provide for such reduction. Such equitable adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 Financial Provisions and Pricing in proportion to the portion of the Services that Successful Respondent shall not be providing; provided, however, that such unrecovered amounts have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement. (c) DIR may elect to solicit and receive bids from third parties to perform any New Services. If DIR elects to use third parties to perform New Services: (i) such New Services shall not be deemed "Services" under the provisions of this Agreement; and (ii) Successful Respondent shall cooperate with such third parties as provided in MSA Section 4.2

Use of Third Parties. 4.2.1 DIR (and DIR Customer) Right of Use (a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that: (i) this is not a requirements contract and DIR and the DIR Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and (ii) Successful Respondent is not the exclusive provider to DIR or the DIR Customers of any of the Services and DIR and the DIR Customers may at any time themselves and/or through third parties (each, a "DIR Contractor") provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services). (b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or delete DIR Customers, or DIR's or any DIR Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges and Termination Charges, if any, shall be adjusted downward in accordance with Exhibit 2 Financial Provisions and Pricing, to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Successful Respondent shall not be providing to the extent that Exhibit 2 Financial Provisions and Pricing does not provide for such reduction. Such equitable adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 Financial Provisions and Pricing in proportion to the portion of the Services that Successful Respondent shall not be providing; provided, however, that such unrecovered amounts have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement. In the event total Service Level Invoice Amounts for the cumulative prior Contract Year are less than 50% of the estimated charges for the Contract Year in Attachment 2.1 Pricing and Volumes, as reflected in the Summary Charges tab, the Unit Rates shall be equitably adjusted by the Parties, provided that any such adjustments will be on a prospective basis only and will reflect the lower fixed cost required to deliver the Services. Both Parties shall approve such adjustments in writing. Nothing herein will prevent either Party from measuring Service Level Invoice Amounts trends and notifying the other Party of any significant decreases upon occurrence. (c) DIR may elect to solicit and receive bids from third parties to perform any New Services. If DIR elects to use third parties to perform New Services: (i) such New Services shall not be deemed "Services" under the provisions of this Agreement; and (ii) Successful Respondent shall cooperate with such third parties as provided in MSA Section 4.2

Use of Third Parties. 4.2.1 DIR (and DIR Customer) Right of Use (a) Notwithstanding anything to the contrary contained in this Agreement, Successful Respondent acknowledges and agrees that: (i) this is not a requirements contract and DIR and the DIR Customers shall not be required to obtain their requirements for any of the Services from Successful Respondent; and (ii) Successful Respondent is not the exclusive provider to DIR or the DIR Customers of any of the Services and DIR and the DIR Customers may at any time themselves and/or through third parties (each, a "DIR Contractor") provide and/or obtain any services (including services to supplement, replace, or render unnecessary the Services). (b) Nothing in this Agreement shall be construed or interpreted as limiting DIR's right or ability to add or delete DIR Customers, or DIR's or any DIR Customer's right or ability during the Term to change requirements, move parts of Services in and out of scope, or to increase or decrease their demand for Services. To the extent DIR or a DIR Customer obtains from DIR Contractors, or provides to itself, any of the Services, the Charges and Termination Charges, if any, shall be adjusted downward in accordance with Exhibit 2 Financial Provisions and Pricing, to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Successful Respondent shall not be providing to the extent that Exhibit 2 Financial Provisions and Pricing does not provide for such reduction. Such equitable adjustments shall include, if applicable, the unrecovered amounts set forth in Exhibit 2 Financial Provisions and Pricing in proportion to the portion of the Services that Successful Respondent shall not be providing; provided, however, that such unrecovered amounts have been incurred by Successful Respondent in good faith and with a reasonable expectation of providing the Services pursuant to this Agreement. (c) DIR may elect to solicit and receive bids from third parties to perform any New Services. If DIR elects to use third parties to perform New Services: (i) such New Services shall not be deemed "Services" under the provisions of this Agreement; and (ii) Successful Respondent shall cooperate with such third parties as provided in MSA Section 4.24.2 Use of