CUSTOMER OF ANY CLAIM FOR TAXES
ASSERTED BY ANY APPLICABLE TAXING AUTHORITIES.
NOTWITHSTANDING THE ABOVE,
CUSTOMER'S LIABILITY FOR SUCH TAXES IS CONDITIONED UPON PROVIDER PROVIDING
CUSTOMER NOTIFICATION WITHIN TWENTY (20) BUSINESS DAYS OF RECEIVING ANY PROPOSED
ASSESSMENT OF ANY ADDITIONAL TAXES, INTEREST OR PENALTY DUE BY PROVIDER.
PROVIDER SHALL COORDINATE WITH CUSTOMER THE RESPONSE TO AND SETTLEMENT OF, ANY
SUCH ASSESSMENT.
CUSTOMER SHALL BE ENTITLED TO RECEIVE AND TO RETAIN ANY REFUND
OF TAXES PAID TO PROVIDER PURSUANT TO THIS AGREEMENT.
6
2.8
FOREIGN CURRENCY HEDGING.
PROVIDER SHALL BEAR ALL COSTS
ASSOCIATED WITH THE PURCHASE, EXCHANGE OR TRANSLATION OF CURRENCIES AS NECESSARY
IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES.
IF PROVIDER ELECTS TO ENTER
INTO HEDGING TRANSACTIONS WITH THIRD PARTIES RELATING TO SUCH RISKS, CUSTOMER
WILL REIMBURSE PROVIDER FOR THE REASONABLE COSTS (WITHOUT MARK-UP BY PROVIDER)
OF SUCH HEDGING TRANSACTIONS, PROVIDED, HOWEVER, THAT CUSTOMER APPROVES OF THE
HEDGING STRATEGY AND THE HEDGING CONTRACTS RELATED TO SUCH TRANSACTIONS IN
WRITING AS PART OF THE ANNUAL BUDGET PROCESS, AS FURTHER DESCRIBED IN SECTION
20.4.
2.9
CONTINUOUS IMPROVEMENT; PLANNING.
PROVIDER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO INCREASE PRODUCTIVITY AND EFFICIENCY IN PERFORMING THE
SERVICES AND SHALL ENDEAVOR TO REDUCE BASE COST ANNUALLY, DEPENDING ON THE
OVERALL REDUCTION IN ITS COST OF OPERATIONS.
THE PARTIES WILL PARTICIPATE IN AN
ANNUAL BUDGETING PROCESS AS PART OF DETERMINING BASE COST THAT WILL ADDRESS
IMPROVEMENTS IN PROVIDER PRODUCTIVITY AND EFFICIENCY IN PERFORMING THE SERVICES
AND DEDICATE APPROPRIATE RESOURCES TO EXECUTE THE BUDGETED IMPROVEMENTS.
TO
SUPPORT PROVIDER'S DEMAND PLANNING, EACH QUARTER, CUSTOMER SHALL PROVIDE
PROVIDER A GOOD FAITH ESTIMATE OF ITS REQUIREMENTS FOR THE SERVICES FOR THE
FOLLOWING TWELVE (12) MONTHS.
3.0
BILLING AND PAYMENT.
3.1
INVOICES.
PROVIDER SHALL SUBMIT AN INVOICE EACH MONTH FOR THE
CHARGES RELATING TO THE SERVICES PROVIDED DURING THE PRIOR MONTH PERIOD.
FOR
THE PARTIAL MONTH PERIOD PRIOR TO THE EXECUTION DATE, PROVIDER SHALL SUBMIT AN
INVOICE FOR CHARGES CALCULATED AS PROVIDED IN THE ORIGINAL MASTER OUTSOURCING
AGREEMENT AND PSAS.
FOR PERIODS BEGINNING ON AND AFTER THE EXECUTION DATE,
CHARGES SHALL BE CALCULATED AS SET FORTH IN THIS AGREEMENT.
EACH INVOICE SHALL
DETAIL ALL INFORMATION RELEVANT TO CALCULATION OF THE CHARGES AND THE TOTAL
AMOUNT DUE.
PROVIDER AGREES TO INCLUDE THE INFORMATION AND PREPARE THE INVOICE
IN THE FORM AS REASONABLY REQUESTED BY CUSTOMER.
3.2
PAYMENTS.
ALL PAYMENTS, DUE AND PAYABLE BY CUSTOMER TO PROVIDER,
WILL BE MADE WITHIN SIXTY (60) DAYS OF CUSTOMER'S RECEIPT OF INVOICE ("PAYMENT
DATE").
CUSTOMER SHALL USE ITS GOOD FAITH EFFORTS TO PROVIDE PROVIDER AS
PROMPTLY AS PRACTICABLE WITH THE DETAILS OF ANY OBJECTION IT MAY HAVE TO ANY
INVOICE, BUT ANY FAILURE TO PROVIDE SUCH DETAILS SHALL NOT FORECLOSE CUSTOMER'S
RIGHT TO DISPUTE SUCH INVOICE.
CUSTOMER SHALL PAY THE PART OF ANY INVOICED
AMOUNT THAT IS NOT IN DISPUTE BY THE PAYMENT DATE.
3.3
REIMBURSEMENTS.
PAYMENT OF ALL REIMBURSABLE EXPENSES APPROVED BY
CUSTOMER IN WRITING IN ADVANCE WILL BE MADE WITHIN SIXTY (60) DAYS AFTER
CUSTOMER'S RECEIPT OF INVOICE TOGETHER WITH COPIES OF RECEIPTS AND