SUBMITS A PARTICULAR DELIVERABLE TO CUSTOMER
FOR REVIEW AND APPROVAL AFTER THE DELIVERABLE DUE DATE OR CUSTOMER REJECTS SUCH
DELIVERABLE (SUBJECT TO THE EXPIRATION OF THE APPLICABLE CURE PERIOD, IF ANY),
CUSTOMER SHALL HAVE THE OPTION TO REQUIRE SERVICE PROVIDER TO RE-ATTEMPT TO
CORRECT ANY NON-CONFORMING DELIVERABLE IN ACCORDANCE WITH THE PROCESS DESCRIBED
IN THIS SUBSECTION OR TO CANCEL THE APPLICABLE PROJECT SCHEDULE (E.G., PROJECT
WORK ORDER).
[***]
6
3.5.3
FAILURE TO MEET DELIVERABLE DUE DATES
(A)
[***] IF THERE IS A DISPUTE REGARDING WHICH PARTY IS RESPONSIBLE
FOR THE DELAY, THE DISPUTE WILL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE
RESOLUTION PROCEDURES.
SERVICE PROVIDER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO MEET THE TIMELINE [***].
(B)
[***]
3.5.4
DELIVERABLES [***]
Unless otherwise provided in the applicable Project Schedule, [***] All
documentation included with a Deliverable shall be sufficient to all a
reasonably knowledgeable information technology professional to use and maintain
the Deliverables as warranted.
3.6
TRANSITION AND TRANSFORMATION REPORTING
3.6.1
[***] THE SERVICE PROVIDER TRANSITION AND TRANSFORMATION MANAGER
SHALL PROVIDE CUSTOMER WITH A WRITTEN STATUS REPORT [***]IN ACCORDANCE WITH
APPENDIX 4-D, INCLUDING THE FOLLOWING:
3.6.2
[***] THE CUSTOMER RESPONSIBLE EXECUTIVE SHALL FACILITATE A
CRITICAL TRANSITION AND TRANSFORMATION MILESTONE REVIEW WORK SESSION WITH
APPROPRIATE PARTICIPANTS FROM BOTH ORGANIZATIONS [***].
SUCH WORK SESSION WILL
BE THE MAJOR FOCUS OF THE TRANSITION OVERSIGHT COMMITTEE AS ILLUSTRATED IN
APPENDIX 4-C.
4.
KEY GOVERNANCE PROCESSES
4.1
CHANGE CONTROL
4.1.1
INTRODUCTION
(A)
THIS SECTION DESCRIBES THE CHANGE CONTROL PROCEDURES TO BE
FOLLOWED BY CUSTOMER AND SERVICE PROVIDER WHEN EITHER PARTY WISHES TO MAKE A
CHANGE TO THE EXISTING SERVICES.
THE PURPOSE OF THE CHANGE CONTROL PROCEDURES
DOES NOT INCLUDE: [***]
(B)
THE PARTIES MAY BY JOINT WRITTEN AMENDMENT TO THE AGREEMENT AMEND
OR WAIVE ANY PART OF THE CHANGE CONTROL PROCEDURES.
ANY PROPOSED MODIFICATION
TO THE CHANGE CONTROL PROCEDURES SHALL BE RECORDED IN A CHANGE REQUEST AND SUCH
CHANGE REQUEST SHALL BE SUBJECT TO THE CHANGE CONTROL PROCEDURES DESCRIBED
BELOW.
(C)
[***]
(D)
THE KEY STEPS IN THE CHANGE CONTROL PROCEDURE WILL INCLUDE, AT A
MINIMUM [***]
4.1.2
CHANGE CONTROL REQUIREMENTS
(A)
THE CHANGE CONTROL PROCEDURE SHALL INCORPORATE, AND SERVICE
PROVIDER SHALL COMPLY WITH, THE FOLLOWING CHANGE CONTROL REQUIREMENTS:
7
(I)
[***]
(II)
[***]
(III)
NO CHANGE SHALL BE IMPLEMENTED WITHOUT CUSTOMER'S APPROVAL [***].
4.1.3
CHANGE CONTROL PROCEDURES
(A)
EITHER SERVICE PROVIDER OR CUSTOMER MAY INITIATE A CHANGE REQUEST
BY DELIVERING TO THE OTHER'S RESPONSIBLE EXECUTIVE OR HIS/HER NOMINATED
REPRESENTATIVE A CHANGE ORDER THAT DESCRIBES THE PROPOSED CHANGE AND SETS FORTH
THE BASIS FOR SUCH CHANGE.
SERVICE PROVIDER SHALL ASSIGN A UNIQUE NUMBER TO ANY
SUCH REQUEST AND SHALL REGISTER THE CHANGE ORDER IN THE CHANGE ORDER LOG AS
DESCRIBED IN SECTION 4.1.11 BELOW.
(B)
[***]
4.1.4
CHANGE ORDERS
(A)
[***] SERVICE PROVIDER SHALL PREPARE AND SUBMIT TO CUSTOMER [***]
PRELIMINARY SPECIFICATION REPORT.
EACH SUCH PRELIMINARY SPECIFICATION REPORT
SHALL CONTAIN, TO THE EXTENT RELEVANT [***]
4.1.5
PRELIMINARY SPECIFICATION REPORT REVIEW
(A)
CUSTOMER AND SERVICE PROVIDER SHALL REVIEW THE PRELIMINARY
SPECIFICATION REPORT AND CUSTOMER SHALL