Common use of Agreement Framework Clause in Contracts

Agreement Framework. (1) This MSA establishes the general terms and conditions applicable to Cognizant Group’s provision, and NAIC Group’s receipt of, Services. (2) This MSA contemplates the future execution by NAIC Group and Cognizant Group of one or more statements of work for Services in the form set forth in Exhibit 1 (each such statement of work, an “SOW” and collectively, the “SOWs”). Each SOW shall be effective when executed by an authorized representative of NAIC and an authorized representative of Cognizant (or any member of Cognizant Group). The terms of this MSA shall be deemed to be incorporated into each SOW and the terms and conditions set forth in this MSA shall govern Cognizant’s provision of Services under an SOW, except for provisions in this MSA that are specifically excluded or modified in such SOW, which shall include a reference to the applicable Section in this MSA being excluded or modified; provided, however, that such exclusion or modification shall only be applicable to such SOW. (3) Each SOW shall contain, to the extent applicable: (a) a description of any technology to be developed or provided, any systems or operations to be supported or the Services to be performed by Cognizant; (b) the related tasks to be completed by NAIC Group and any third parties (other than Cognizant Agents); (c) a list of all Cognizant IP to be incorporated or embedded in, or that are necessary for the use, operation or maintenance of, the Deliverables, Systems or Services; (d) a description of the Deliverables to be produced by Cognizant Group, including the Acceptance Criteria for such Deliverables; (e) the performance and delivery schedule; (f) the Fees to be paid to Cognizant Group and a payment schedule; (g) the description of any Service Levels;

Agreement Framework. (1) This MSA establishes the general terms and conditions applicable to Cognizant Group’s provision, and NAIC Group’s receipt of, Services.. – NAIC Confidential – (2) This MSA contemplates the future execution by NAIC Group and Cognizant Group of one or more statements of work for Services in the form set forth in Exhibit 1 (each such statement of work, an “SOW” and collectively, the “SOWs”). Each SOW shall be effective when executed by an authorized representative of NAIC and an authorized representative of Cognizant (or any member of Cognizant Group). The terms of this MSA shall be deemed to be incorporated into each SOW and the terms and conditions set forth in this MSA shall govern Cognizant’s provision of Services under an SOW, except for provisions in this MSA that are specifically excluded or modified in such SOW, which shall include a reference to the applicable Section in this MSA being excluded or modified; provided, however, that such exclusion or modification shall only be applicable to such SOW. (3) Each SOW shall contain, to the extent applicable: (a) a description of any technology to be developed or provided, any systems or operations to be supported or the Services to be performed by Cognizant; (b) the related tasks to be completed by NAIC Group and any third parties (other than Cognizant Agents); (c) a list of all Cognizant IP to be incorporated or embedded in, or that are necessary for the use, operation or maintenance of, the Deliverables, Systems or Services; (d) a description of the Deliverables to be produced by Cognizant Group, including the Acceptance Criteria for such Deliverables; (e) the performance and delivery schedule; (f) the Fees to be paid to Cognizant Group and a payment schedule; (g) the description of any Service Levels;