SERVICES AS OF THE EFFECTIVE DATE. THE SUPPLIER SHALL
PROMPTLY INFORM INTENTIA OF ANY ANTICIPATED DELAY AND THE DURATION THEREOF.
7.
DOCUMENTATION RELATING TO THE PARTIES' COOPERATION
7.1
THE SUPPLIER SHALL DEVELOP AND MAINTAIN PROCESSES AND ROUTINES FOR
THE PROVISION OF THE SERVICES. FOR THIS PURPOSE, THE SUPPLIER WILL, AT THE
LATEST BY THE EFFECTIVE DATE, DEVELOP AND PRESENT A PROCEDURES MANUAL AND SEE TO
THAT OTHER ADEQUATE DOCUMENTATION IS AT HAND.
8.
RESOURCE PLAN
8.1
INTENTIA ANTICIPATES THAT THE SUPPLIER OR ANY OF ITS APPROVED
AFFILIATES WILL PERFORM THE SERVICES. NOTWITHSTANDING THIS, INTENTIA RESERVES
THE RIGHT, AT ANY TIME AT ITS SOLE DISCRETION, TO IN SOURCE OR TO CONTRACT WITH
OTHER CONTRACTORS TO PERFORM ANY PART OF THE SERVICES, PROVIDED HOWEVER THAT
UNDER NO CIRCUMSTANCES SHALL INTENTIA DURING THE TERM OF THIS AGREEMENT PAY
SUPPLIER FOR LESS THAN THE MINIMUM STAFFING LEVELS REFERRED TO IN EXHIBIT A. IN
THE EVENT THAT INTENTIA IN SOURCES OR CONTRACTS OTHER CONTRACTORS, THE SUPPLIER
SHALL COOPERATE WITH SUCH OTHER CONTRACTORS AND INTENTIA.
8.2
INTENTIA AGREES THAT IT WILL USE REASONABLE EFFORTS TO UTILIZE THE
PLANNED STAFFING LEVELS TO PERFORM THE SERVICES, FOR EACH MONTH OF THE TERM. THE
PLANNED STAFFING LEVELS FOR THE INITIAL TERM ARE OUTLINED IN EXHIBITS A1 AND A2
HERETO (DEVELOPMENT AND SUPPORT PRICING AND STAFFING CATEGORIES). THE PARTIES
WILL MEET AT THE END OF THE CALENDAR QUARTER IMMEDIATELY PRIOR TO THE END OF THE
INITIAL TERM AND EACH RENEWAL TERM, AS APPLICABLE, TO DISCUSS AND AGREE TO THE
PLANNED STAFFING LEVELS FOR THE FOLLOWING RENEWAL TERM. THE PARTIES MAY MUTUALLY
AGREE IN WRITING TO AMEND THE PLANNED STAFFING LEVELS FOR ANY CALENDAR MONTH,
PROVIDED SUCH CHANGE IS AGREED TO NO LESS THAN ONE (1) MONTH PRIOR TO THE
APPLICABLE CALENDAR MONTH TO WHICH THE CHANGE WILL APPLY.
8.3
INTENTIA AGREES TO, AND AGREES TO PAY FOR (AT THE APPROPRIATE
MONTHLY RATES SET FORTH IN EXHIBITS A1 AND A2) (DEVELOPMENT AND SUPPORT PRICING
AND STAFFING RATES CATEGORIES), THOSE MINIMUM STAFFING LEVELS FOR RESOURCES FOR
EACH IDENTIFIED PERIOD SET FORTH IN EXHIBIT A1 AND A2 (DEVELOPMENT AND SUPPORT
PRICING AND STAFFING RATES CATEGORIES). THE SUPPLIER SHALL PROVIDE THE RESOURCES
TO MEET INTENTIA'S REQUIREMENTS SET FORTH IN THE APPLICABLE SOW, BUT IN NO EVENT
SHALL SUPPLIER PROVIDE FEWER RESOURCES THAN ARE LISTED IN THE MINIMUM STAFFING
LEVELS SET FORTH IN
EXHIBIT A1 AND A2 (PRICING AND STAFFING RATES CATEGORIES).
8.4
SUPPLIER WILL STAFF AND MAINTAIN A BENCH OF TRAINED DEVELOPMENT
RESOURCES, ALL OF WHICH SHALL BE STAFFING CATEGORY 0 (AS OUTLINED IN EXHIBIT A1
(DEVELOPMENT PRICING AND STAFFING RATES
***
Represents text which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request pursuant to Rule 24b-2 of Securities Exchange Act of 1934, as amended.
5
Categories)), and shall be equal to *** percent (***%) of the minimum staffing
level as outlined in Exhibit A (Pricing and Staffing Rates Categories), ***.
Such reserve Resources shall not be considered Resources for the purposes