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Information Technology Outsorcing Transaction - Halvey K.J.

Halvey K.J. Information Technology Outsorcing Transaction - Wiley Publishing, 2005. - 649 p.
ISBN-10 0-471-45949-6
Download (direct link): informationoutsourcingtransactions2005.pdf
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3.03 VENDOR MANAGEMENT. During the Term, Vendor shall maintain an individual (the “Vendor Account Manager”), who shall serve as the primary Vendor representative under this Agreement. The Vendor Account Manager shall (a) have overall responsibility for managing and coordinating the performance of Vendor’s obligations under this Agreement and (b) be authorized to act for and on behalf of Vendor with respect to all matters relating to this Agreement.
3.04 [MARKET AWARENESS. Vendor shall periodically meet with Customer in accordance with the procedures agreed upon by the Parties to inform Customer of any new developments or trends of which Vendor becomes aware that could reasonably be expected to have an impact on Customer’s business. The acquisition and implementation of any such new assets, methodologies, or technology by Vendor at Customer’s request shall be an Out-of-Scope Service.]
3.05 [ASSET TRANSFER. On [the Effective Date], Vendor shall purchase from Customer, the Transferred Assets for the purchase price set forth in Exhibit 10. [Customer] [Vendor] shall be responsible for and shall pay all sales, use, and other similar taxes arising out of or in connection with the transfer of the Transferred Assets by Customer to Vendor on [the Effective Date]. On [the Effective Date], Customer shall assign, transfer, and convey to Vendor good and valid title in and to the Transferred Assets free and clear of all liens by delivery of one of more general assignments and bills of sale in the form set forth in Exhibit 10, duly executed by Vendor and Customer.]
Appendix 4.5 Information Technology Outsourcing Agreement (Vendor Form) 251
ARTICLE 4. CONTRACT ADMINISTRATION
4.01 THIRD-PARTY CONTRACTS. Subject to Customer’s obtaining and maintaining the Consents, Vendor shall have financial and administrative responsibility during the Term for the Third-Party Contracts. Vendor shall be responsible for the performance of all obligations of Customer under the Third-Party Contracts, including payment of all related expenses attributable to periods on or after the Effective Date, to the extent that such obligations were disclosed to Vendor on or before the Effective Date through receipt by Vendor of a copy of the relevant documents, including the applicable Third-Party Contracts. Customer represents and warrants that all obligations with respect to the Third-Party Contracts accruing prior to or attributable to periods prior to the Effective Date have been satisfied. Customer shall, upon Vendor’s request from time to time, terminate any Third-Party Contracts and Vendor shall reimburse Customer for any termination charges arising out of any such terminations.
4.02 CUSTOMER OBLIGATIONS. Commencing as of the earlier of the date this Agreement is executed by the Parties and the Effective Date, Customer shall not enter into any new or amend any existing agreements or arrangements, written or oral, affecting or impacting the Third-Party Contracts [or the Transferred Assets], without Vendor’s consent.
ARTICLE 5. SERVICE LEVELS
5.01 SERVICE LEVELS. [OPTION 1: Within [SPECIFY TIME PERIOD] days after the Effective Date, the Parties shall agree to the (1) service levels that Vendor shall meet in the performance of the Services in the categories set forth in Exhibit 6 (the “Service Levels”) and (2) time period during which the Service Levels shall be measured.] [OPTION 2: Vendor shall perform the Services in accordance with the service levels set forth in Exhibit 6 (the “Service Levels”).]
5.02 REPORTING. Vendor shall provide to Customer performance reports according to a schedule and in the format agreed upon by the Parties.
5.03 REMEDIES. [OPTION 1: BE SILENT] [OPTION 2: Customer agrees that the remedies available to it in the event of a failure of Vendor to provide the Services in accordance with the Service Levels should be addressed to correcting problems that resulted in such failure, rather than to penalizing Vendor. In recognition of this, (1) failures not of a general and consistent nature to meet a Service Level shall not be deemed a material breach by Vendor and (2) Customer’s sole and exclusive remedies for such failure shall be as set forth in this Section and Exhibit 6. If Vendor fails to meet a Service Level for any Service, then Vendor shall (a) complete performance of the Service as near as reasonably possible to the applicable Service Level
252 Ch. 4 Outsourcing Contract
and (b) use commercially reasonable efforts to remedy the problem that caused it to fail to meet such Service Level.] [OPTION 3: In the event Vendor fails to provide the Services in accordance with the Service Levels, Vendor shall incur the performance credits identified in and according to the schedule set forth in Exhibit 6. Customer agrees that (1) Vendor shall not be obligated to issue a Performance Credit to Customer if the failure to meet the Service Level was not caused by Vendor or Vendor Agents; (2) any Performance Credit due to Customer shall be applied against amounts otherwise payable to Vendor by Customer pursuant to this Agreement within [90] days after the end of the applicable Contract Year; (3) the Performance Credits shall be Customer’s sole and exclusive remedy for Vendor’s failure to meet such Service Level; and (4) such failure to meet such Service Level shall not be grounds for termination of this Agreement pursuant to Section 17.02.]
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