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1.03 HEADINGS. The Article and Section headings, Table of Contents, and Table of Exhibits are for reference and convenience only and shall not be considered in the interpretation of this Agreement.
1.04 INTERPRETATION OF DOCUMENTS. Except as otherwise expressly set forth in the body of this Agreement or in any of the Exhibits, in the event of a conflict between the provisions in the body of the this Agreement and the Exhibits, the provisions in the body of this Agreement shall prevail.
ARTICLE 2. TERM
2.01 INITIAL TERM. The initial term of this Agreement shall commence on the Effective Date and continue until 23:59 ([SPECIFY TIME STANDARD]) on the Initial Agreement Expiration Date, or such earlier date upon which this Agreement may be terminated pursuant to Article 26 (the “Initial Term”).
2.02 RENEWAL AND EXTENSION. Unless this Agreement is terminated earlier pursuant to Article 26, Customer shall notify Vendor at least [SPECIFY TIME PERIOD] prior to the Initial Agreement Expiration Date as to whether Customer desires to renew this Agreement. If Customer provides Vendor with notice that it does not desire to renew this Agreement, this Agreement shall expire on the Initial Agreement Expiration Date. If Customer provides Vendor with notice that it desires to renew this Agreement and the Parties have not agreed on the terms and conditions applicable to the renewal of this Agreement [SPECIFY TIME PERIOD] prior to the Initial Agreement Expiration Date, then the term of this Agreement shall extend for a period as determined by Customer (the “Extension Period”) of up to [SPECIFY TIME PERIOD] from the Initial Agreement Expiration Date, at the charges, terms, and conditions in effect as of the Initial Agreement Expiration Date. If during the Extension Period the Parties are unable to reach agreement on the terms and conditions applicable to the renewal of this Agreement, this Agreement shall expire at the end of the Extension Period.
208 Ch. 4 Outsourcing Contract
ARTICLE 3. DESIGNATED SERVICES
3.01 GENERALLY. Commencing on the Effective Date and continuing throughout the Term, Vendor shall be responsible for providing to Customer:
1. the services described in this Agreement (including the services, functions, responsibilities, and projects described in the Statement of Work set forth as Exhibit 1);
2. the services, functions, and responsibilities being performed prior to the Effective Date by the Affected Employees or such other Customer employees whose services, functions, or responsibilities were eliminated as a result of this Agreement, even if the service, function, or responsibility is not specifically described in this Agreement; [NOTE: MAY NEED TO ADDRESS CONTRACTORS]
3. [the services, functions, and responsibilities reflected in and contemplated by the Customer Budget;] and
4. any services, functions, or responsibilities not specifically described in this Agreement, but which are required for the proper performance and delivery of the Services (clauses (1) through (4) of this Section, collectively, the “Designated Services”).
Subject to Section 18.02, Vendor shall increase or decrease the amount of the Services according to Customer’s request for the Services.
3.02 PROVISION OF METHODOLOGIES/TECHNOLOGY. In providing methodologies, technology, and the Services to Customer, Vendor shall (1) jointly with Customer, identify the least cost/highest benefit methods to implement proven methodologies and technology changes and, upon Customer’s approval, implement proven methodologies and technology changes; (2) maintain a level of methodologies and technology that allows Customer to take advantage of advances in order to remain competitive in the markets which Customer serves; (3) provide to Customer the Improvements for Customer’s evaluation in connection with the Services; and (4) meet with Customer at least once during every [SPECIFY TIME PERIOD] during the Term in accordance with the procedures agreed on by the Customer Contract Manager and the Vendor Contract Manager to inform Customer of any new methodologies and technology Vendor is developing or trends and directions of which Vendor is otherwise aware that could reasonably be expected to have an impact on Customer’s business.
3.03 VENDOR LICENSES AND PERMITS. Vendor shall obtain and maintain all Governmental Approvals. Upon Vendor’s request, Customer shall cooperate with and assist Vendor in obtaining any such Governmental Approvals, to the extent reasonably possible.
[ADD LANGUAGE RE: NO LIENS IF APPLICABLE]
Appendix 4.4 Information Technology Outsourcing Agreement (Customer Form) 209
3.04 CHANGES IN LAW AND REGULATIONS.
1. Vendor shall promptly identify and notify Customer of any changes in Law, including Customer’s Regulatory Requirements, that may relate to Customer’s use of the Services or Vendor’s delivery of the Services. Vendor and Customer shall work together to identify the impact of such changes on how Customer uses, and Vendor delivers, the Services. Vendor shall be responsible for any fines and penalties arising from any noncompliance with any Law relating to the delivery or use of the Services, except as set forth in the following sentence. Customer shall be responsible for any fines and penalties arising from any noncompliance by Customer with any Law relating to Customer’s use of the Services, to the extent (a) Vendor notifies Customer in a timely manner of changes in such Law in accordance with this subsection and (b) such noncompliance was not caused by Vendor.