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.
BILLING AND PAYMENT.
A.
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
5
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.
B.
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.
C.
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 OTHER
VERIFICATION.
D.
METHOD OF PAYMENT.
THE METHOD OF PAYMENT SHALL BE BY ELECTRONIC
FUND TRANSFER TO PROVIDER'S DESIGNATED BANK ACCOUNT OR SUCH OTHER MANNER AS
AGREED UPON BY THE PARTIES.
E.
NOTICE OF DEFAULT.
IF CUSTOMER DOES NOT PAY ANY INVOICE BY THE
PAYMENT DATE, PROVIDER SHALL SERVE CUSTOMER A NOTICE PURSUANT TO SECTION 16 (A
"PAYMENT DEFAULT NOTICE") AND SIMULTANEOUSLY INITIATE THE PROCEDURES FOR
CONSIDERATION OF DISPUTES BY SENIOR EXECUTIVES OF THE PARTIES BY GIVING NOTICE
AS DESCRIBED UNDER SECTION 1.B OF EXHIBIT G.
F.
PROVIDER TERMINATION FOR NON-PAYMENT.
PROVIDER SHALL HAVE THE RIGHT TO TERMINATE ANY PSA, WITHOUT PREJUDICE TO ANY
OTHER LEGAL RIGHTS TO WHICH IT MAY BE ENTITLED, IF CUSTOMER FAILS TO PAY TO
PROVIDER ANY MATERIAL AMOUNT (I) THAT IS UNDISPUTED OR DETERMINED BY THE SENIOR
EXECUTIVES UNDER SECTION 1.2 OF EXHIBIT G TO BE DUE TO PROVIDER, WITHIN FIVE (5)
BUSINESS DAYS FOLLOWING CUSTOMER'S AGREEMENT THAT SUCH AMOUNT IS NOT IN DISPUTE
OR THE CONCLUSION OF THE SENIOR EXECUTIVES' NEGOTIATIONS, WHICHEVER IS EARLIER,
OR (II) THAT REMAINS IN DISPUTE AND IS NOT PAID FOLLOWING THE CONCLUSION