IN GOOD FAITH IN DISCUSSING THE SCOPE AND NATURE OF EACH CHANGE CONTROL
REQUEST, THE AVAILABILITY OF PROVIDER PERSONNEL AND RESOURCES TO ACCOMMODATE
SUCH SERVICE CHANGE AND THE TIMETABLE
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FOR IMPLEMENTATION OF SUCH SERVICE CHANGE.
IN ADDITION, IDEARC AND PROVIDER
WILL COOPERATE TO MANAGE THE VOLUME OF CHANGE CONTROL REQUESTS AND THE LEVEL OF
EFFORT REQUIRED TO PERFORM CHANGE ANALYSES.
(C)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING
RECEIPT OF A CHANGE CONTROL REQUEST FROM IDEARC OR SIMULTANEOUSLY WITH
PROVIDER'S DELIVERY OF A CHANGE CONTROL REQUEST, PROVIDER WILL PREPARE AND
DELIVER TO THE IDEARC PROGRAM MANAGER A WRITTEN ANALYSIS (A "CHANGE ANALYSIS")
DESCRIBING ANY CHANGES IN PRODUCTS, SERVICES, ASSIGNMENT OF PERSONNEL AND OTHER
RESOURCES THAT PROVIDER BELIEVES WOULD BE REQUIRED.
IN ADDITION, SUCH CHANGE
ANALYSIS SHALL INCLUDE, AS APPROPRIATE OR APPLICABLE, (I) AN ESTIMATION OF THE
NET INCREASE OR NET DECREASE, IF ANY, IN THE CHARGES THAT WOULD BE REQUIRED TO
THE EXTENT SUCH CHANGE CONTROL REQUEST REQUIRES MATERIALLY DIFFERENT LEVELS OR
TYPES OF EFFORT, RESOURCES OR EXPENSE FROM PROVIDER, (II) AN ESTIMATE OF THE NET
EFFECT (POSITIVE OR NEGATIVE) ON THE PRODUCTIVITY METRICS SET FORTH ON SCHEDULE
10.1, (III) A DESCRIPTION OF HOW THE CHANGE CONTROL REQUEST WOULD BE
IMPLEMENTED, (IV) A DESCRIPTION OF THE EFFECT, IF ANY, SUCH CHANGE CONTROL
REQUEST WOULD BE ESTIMATED TO HAVE ON THE AGREEMENT, INCLUDING ON SERVICE LEVELS
AND TERMINATION FEES, (V) AN ESTIMATION OF ALL RESOURCES REQUIRED TO IMPLEMENT
SUCH CHANGE CONTROL REQUEST, INCLUDING A DESCRIPTION OF THE DELIVERY RISKS AND
ASSOCIATED RISK MITIGATION PLANS, AND (VI) SUCH OTHER INFORMATION AS MAY BE
RELEVANT TO THE CHANGE CONTROL REQUEST.
EACH CHANGE CONTROL REQUEST WILL BE
EVALUATED, AND EACH CHANGE ANALYSIS WILL BE PREPARED, TAKING INTO ACCOUNT ANY
EFFORT, RESOURCES OR EXPENSE FORMERLY REQUIRED TO PROVIDE SERVICES THAT HAVE
BEEN REDUCED OR ELIMINATED PRIOR TO OR IN CONNECTION WITH SUCH SERVICE CHANGE,
WHICH HAVE NOT OTHERWISE BEEN UTILIZED BY PROVIDER TO PROVIDE OTHER SERVICES OR
MODIFIED OR ENHANCED SERVICES (E.G., THE INTRODUCTION OF NEW SOFTWARE
APPLICATIONS WILL BE CONSIDERED WITH THE RELATED RETIREMENT OF SOFTWARE
APPLICATIONS).
(D)
THE PROVIDER PROJECT EXECUTIVE AND IDEARC
PROGRAM MANAGER WILL MEET TO DETERMINE WHETHER THEY DESIRE FOR PROVIDER TO
PROCEED WITH THE IMPLEMENTATION OF THE PROPOSED SERVICE CHANGE IN ACCORDANCE
WITH THE APPLICABLE CHANGE ANALYSIS, AND IF THE PROVIDER PROJECT EXECUTIVE AND
IDEARC PROGRAM MANAGER DESIRE TO PROCEED WITH THE IMPLEMENTATION OF THE PROPOSED
SERVICE CHANGES, THEY SHALL EVIDENCE SUCH AGREEMENT IN WRITING (A "CHANGE
ORDER").
NEITHER PARTY SHALL HAVE ANY OBLIGATION WITH RESPECT TO A SERVICE
CHANGE UNLESS AND UNTIL A CHANGE ORDER HAS BEEN SIGNED BY BOTH PARTIES.
(E)
FOLLOWING IMPLEMENTATION OF ANY SERVICE
CHANGE, ALL AFFECTED EXHIBITS AND SCHEDULES TO THE AGREEMENT, SHALL BE UPDATED
IN ACCORDANCE WITH THE APPLICABLE CHANGE ORDER.
NOTWITHSTANDING ANY PROVISION
OF THE AGREEMENT TO THE CONTRARY, A SERVICE CHANGE THAT DOES NOT CONSTITUTE A
NEW SERVICE OR DOES NOT, INDIVIDUALLY OR IN THE AGGREGATE (WHEN CONSIDERED ON A
NET BASIS WITH RELATED SERVICE CHANGES), REQUIRE MATERIALLY DIFFERENT LEVELS