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 OTHER