PARTY SELECTED PURSUANT TO PARAGRAPH (B) BELOW (A
"BENCHMARKER") TO COMPARE THE CHARGES FOR THE SERVICES UNDER SUCH TRANSACTION
DOCUMENT AGAINST THE PRICES CHARGED BY THE PEER GROUP FOR THE SAME OR SIMILAR
SERVICES ("BENCHMARKING").
(B)
SELECTION OF BENCHMARKER.
TO INITIATE ANY
BENCHMARKING, IDEARC SHALL GIVE WRITTEN NOTICE TO PROVIDER SPECIFYING THE
SERVICES TO BE SUBJECTED TO BENCHMARKING.
IDEARC MAY SELECT AND ENGAGE, IN ITS
SOLE DISCRETION, (1) ANY ENTITY LISTED ON SCHEDULE 10.13(B) (OR THEIR SUCCESSORS
OR AFFILIATES) OR (2) ANY OTHER ENTITY THAT (I) IS AN INDEPENDENT AND
INDUSTRY-RECOGNIZED THIRD PARTY WITH BENCHMARKING EXPERTISE, (II) IS NOT
CONSIDERED A PRINCIPAL COMPETITOR TO PROVIDER IN THE PROVISION OF PUBLISHING
OUTSOURCING SERVICES OR BUSINESS PROCESS OUTSOURCING SERVICES, IN EACH CASE
SIMILAR TO THE SERVICES, (III) IS NOT AFFILIATED OR ASSOCIATED WITH EITHER PARTY
IN SUCH A MANNER AS TO REASONABLY CREATE A MATERIAL CONFLICT OF INTEREST; AND
(IV) AGREES TO REASONABLE CONFIDENTIALITY AND SECURITY ARRANGEMENTS APPLICABLE
TO SUCH BENCHMARKING.
UPON SELECTION OF A BENCHMARKER, IDEARC SHALL PROVIDE
PROVIDER PROMPT NOTICE THEREOF.
SUBJECT TO SECTION 10.13(E), IDEARC WILL BE
FINANCIALLY RESPONSIBLE FOR THE PAYMENT OF THE FEES AND EXPENSES OF THE
BENCHMARKER.
(C)
INSTRUCTIONS; ASSISTANCE.
IDEARC AND
PROVIDER SHALL JOINTLY GIVE ALL INSTRUCTIONS TO THE BENCHMARKER AND SHALL
INSTRUCT THE BENCHMARKER TO PREPARE AND PRESENT TO
43
THEM A BENCHMARKING PLAN.
EACH OF THE PARTIES SHALL COOPERATE TO FACILITATE THE
BENCHMARKING, INCLUDING BY PROVIDING SUCH ASSISTANCE AND INFORMATION AS IS
REASONABLY NECESSARY TO CONDUCT THE BENCHMARKING.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, PROVIDER SHALL COOPERATE WITH IDEARC AND THE
BENCHMARKER DURING THE BENCHMARKING AND SHALL PROVIDE THE BENCHMARKER
(I) REASONABLE ACCESS TO RELEVANT PREMISES, EQUIPMENT, PERSONNEL, DOCUMENTS AND
INFORMATION, AND (II) ANY ASSISTANCE REASONABLY REQUESTED BY THE BENCHMARKER TO
CONDUCT THE BENCHMARKING; PROVIDED, HOWEVER, THAT PROVIDER SHALL NOT BE REQUIRED
TO PROVIDE ANY INFORMATION WITH RESPECT TO PROVIDER'S MARGINS OR COSTS, EXCEPT
TO THE EXTENT SUCH MARGINS OR COSTS ARE THE BASIS UPON WHICH IDEARC IS CHARGED
(E.G., COST-PLUS PRICING).
(D)
BENCHMARKER'S PROCESS.
IN MAKING SUCH
COMPARISON, THE BENCHMARKER SHALL CONDUCT A "LIKE-FOR-LIKE" COMPARISON BY
COMPARING THE TYPE OF SERVICE PROVIDED, SERVICE LEVELS, VOLUME OF SERVICE,
LOCATIONS WHERE SERVICES ARE PROVIDED, TERM AND SUCH OTHER INFORMATION AS THE
BENCHMARKER DETERMINES IS RELEVANT.
IN CONNECTION THEREWITH, THE BENCHMARKER
SHALL CONSIDER NORMALIZATION FACTORS SUCH AS THE FOLLOWING AND ADJUST THE PRICES
AS AND TO THE EXTENT APPROPRIATE IN THE BENCHMARKER'S SOLE DISCRETION:
(I) WHETHER VENDOR TRANSITION CHARGES ARE PAID BY THE CUSTOMER AS INCURRED OR
AMORTIZED OVER THE TERM OF THE AGREEMENT; (II) THE EXTENT TO WHICH VENDOR
PRICING INCLUDES THE PURCHASE OF THE CUSTOMER'S EXISTING ASSETS; (III) THE
EXTENT TO WHICH VENDOR PRICING INCLUDES THE COST OF ACQUIRING FUTURE ASSETS;
(IV) THE EXTENT TO WHICH THE AGREEMENT REQUIRES PROVIDER TO PROVIDE AND COMPLY
WITH UNIQUE IDEARC REQUIREMENTS; (V) WHETHER SERVICE TAXES ARE INCLUDED IN SUCH
PRICING OR STATED SEPARATELY IN VENDOR INVOICES; (VI) THE CURRENCY OF THE
PRICING DATA, AND (VII) DIFFERENCES IN VOLUME OF SERVICES (SCALE), SCOPE OF
SERVICES,