EYE » Topics » OPERATING PROCEDURES

This excerpt taken from the EYE 8-K filed Jul 3, 2007.

OPERATING PROCEDURES

13.01 Process Interface Manual.

On or before the Transition Date, IBM shall deliver to AMO, in the form and scope reasonably approved in advance by AMO, a management procedures manual (the “Process Interface Manual”) for the Covered Services to be provided by IBM. IBM shall prepare and provide to AMO updates, reasonably approved by AMO, to such Process Interface Manual to reflect any changes in the procedures described therein as soon as reasonably practicable after such changes are made. The Process Interface Manual and all such updates shall be included in the Annual Services Charge.

 

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13.02 Change Control Procedures.

Subject to Section 5.01, both Parties agree to adhere to the Change Control Procedures set forth below with respect to proposed or requested changes to the Covered Services hereunder. In addition, IBM agrees that:

 

  (1) No Change shall be implemented without AMO’s prior approval, except as may be necessary on a temporary basis to maintain the continuity of the Covered Services. Except for permitted Changes and/or, as applicable, approved Changes in the Services by IBM as described in Section 3.02, if either Party requests a modification of the Agreement, including (i) a Change to the scope of the Services, Baselines, Service Levels, Service Level Credits, or Charges, (ii) a Change to the Schedules or Exhibits to the Agreement, (iii) a Change to the Process Interface Manual, (iv) the addition of Out-of-Scope Services, (v) a Change to the features, functionality, scalability or performance of the Services, or (vi) any other Change to the terms of the Agreement, the requesting Party’s Contract Manager or his or her designee shall submit a written proposal in the form established by the Contract Managers (called a “Change Order”)describing such desired change. Such Party’s Contract Manager shall review the proposal and reject or accept the proposal in writing within a reasonable period of time, but in no event more than thirty (30) days after receipt of the proposal. If the proposal is rejected, the writing shall include the reasons for rejection. If the proposal is accepted, the Parties shall mutually agree on the changes to be made to the Agreement, the applicable Schedule or Exhibits and/or the Policy and Procedures Guide. All such Changes shall be made only in a written Change Order signed by the Contract Manager of each of the Parties or his or her designee (authorized in writing by the applicable Party), and thereafter embodied in the applicable documents by appropriate written addenda thereto executed by IBM and AMO.

 

  (2) With respect to all Changes, IBM shall (a) other than those Changes made on a temporary basis to maintain the continuity of the Covered Services, schedule Changes so as not to unreasonably interrupt the AMO Entities’ business operations, (b) prepare and deliver to AMO each month a rolling Schedule (the “Change Schedule”) for ongoing and planned Changes for the next three (3) month period and (c) monitor the status of Changes against the Change Schedule.

 

  (3) With respect to any Change made on a temporary basis to maintain the continuity of the Covered Services, IBM shall document and provide to AMO notification of the Change no later than the next business day after the Change is made. IBM shall update the Change Control Procedures as necessary and shall provide such updated Change Control Procedures to AMO for its approval.

 

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