SOLE COST, SUCH APPROVED PLAN.
(IV)
SERVICE LEVEL TERMINATION EVENTS.
A Service Level Termination Event shall be deemed to exist if Service Provider
fails to meet the [***] in any Service Level Reporting Period.
[***].
[***].
Customer shall have available to it all of the remedies set forth in the
Agreement for the occurrence of a Service Level Termination Event.
(V)
[***]
(D)
[***] [OMITTED 2 PAGES]
3.
ADDITIONS, MODIFICATIONS, DELETIONS AND
RECLASSIFICATIONS OF SERVICE LEVELS.
[***] [omitted 4 pages]
4.
[***] SERVICE LEVELS.
(A)
[***] AVAILABILITY AND DATES.
[***]
(B)
[***]METHODOLOGY.
[***]
4
5.
MEASURING TOOLS.
(A)
COMMENCING ON EACH APPLICABLE SERVICE LEVEL
COMMENCEMENT DATE, SERVICE PROVIDER SHALL PROVIDE, IMPLEMENT, MAINTAIN AND
UTILIZE THE NECESSARY MEASUREMENT AND MONITORING TOOLS AND PROCEDURES REQUIRED
TO MEASURE AND REPORT ON SERVICE PROVIDER'S PERFORMANCE OF THE SERVICES AGAINST
THE APPLICABLE SERVICE LEVELS.
SERVICE PROVIDER'S MEASUREMENT AND MONITORING OF
SERVICE LEVEL PERFORMANCE SHALL PERMIT REPORTING AT A LEVEL OF DETAIL REASONABLY
SUFFICIENT TO PERMIT CUSTOMER TO VERIFY COMPLIANCE WITH THE SERVICE LEVELS, AND
SHALL BE SUBJECT TO AUDIT BY CUSTOMER PURSUANT TO THE AGREEMENT.
SERVICE
PROVIDER SHALL PROVIDE CUSTOMER WITH INFORMATION ABOUT AND ACCESS TO SUCH
PROCEDURES UPON REQUEST FOR PURPOSES OF VERIFICATION.
(B)
NOTWITHSTANDING THE FOREGOING, ANY NEW TOOLS
REQUIRED FOR NEW SERVICE LEVELS ADDED AFTER THE EXECUTION DATE SHALL BE
IDENTIFIED IN THE CHANGE ORDER OR OTHER DOCUMENTATION APPROVING SUCH NEW SERVICE
LEVEL.
IN CONNECTION THEREWITH, SERVICE PROVIDER SHALL BE OBLIGATED TO PROPOSE
A COMMERCIALLY REASONABLE MEASURING TOOL OR METHODOLOGY FOR A SERVICE LEVEL, AND
IF IT FAILS TO DO SO, SUCH TOOL OR METHODOLOGY SHALL BE DETERMINED USING THE
DISPUTE RESOLUTION PROCEDURE SET FORTH IN THE AGREEMENT.
(C)
IF, AFTER THE EXECUTION DATE OR THE
IMPLEMENTATION OF TOOLS FOR NEW SERVICE LEVELS OR THE TOOLS SERVICE PROVIDER IS
REQUIRED TO IMPLEMENT PURSUANT TO SECTION 5(A) ABOVE FOR EXISTING SERVICE
LEVELS, ONE PARTY DESIRES TO USE A DIFFERENT MEASURING TOOL OR METHODOLOGY FOR A
SERVICE LEVEL, SUCH PARTY SHALL REQUEST SUCH CHANGE THROUGH THE CHANGE CONTROL
PROCEDURES.
IF THE OTHER PARTY APPROVES THE NEW MEASURING TOOL OR METHODOLOGY,
THE PARTIES WILL REASONABLY ADJUST THE SERVICE LEVEL MEASUREMENTS TO ACCOUNT FOR
ANY INCREASED OR DECREASED SENSITIVITY IN THE NEW MEASURING TOOLS, PROVIDED THAT
IF THE PARTIES CANNOT AGREE ON THE REQUIRED ADJUSTMENT, EITHER PARTY MAY
ESCALATE THE MATTER IN ACCORDANCE WITH THE GOVERNANCE PROCEDURES SET FORTH IN
THE "GOVERNANCE AND CHANGE CONTROL" EXHIBIT, AND IF THE DISPUTE IS NOT RESOLVED
THEREBY, THE MATTER SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION
PROCEDURES.
IT IS NOT ANTICIPATED THAT CHANGES IN THE MEASURING TOOLS OR
METHODOLOGIES WILL DRIVE CHANGES IN SERVICE LEVELS; RATHER, THE NEED TO COLLECT
AND ACCURATELY REFLECT THE PERFORMANCE DATA SHOULD DRIVE THE DEVELOPMENT OR
CHANGE IN MEASURING TOOLS OR METHODOLOGIES.
6.
SERVICE LEVEL CREDITS [***].
(A)
SERVICE LEVEL CREDIT CALCULATION.
Subject to Section 6(f) below, for each CPI Target Service Level Default or
Minimum Service Level Default, Service Provider shall accrue to Customer a
Service Level Credit that will