Common use of Benchmarking Process Clause in Contracts

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.395.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 95.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 95.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 95.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier benchmarker shall produce and send to the Authority Buyer, for Approval, a draft plan for the Benchmark Review. The plan Review which must include: a proposed cost and timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently used which must demonstrate that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier benchmarker will scope and identify the Comparison Group. The Authority benchmarker, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking. The Buyer must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising the benchmarker and the Supplier whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan (which must be reasonable). If amendments are suggested then the benchmarker must produce an amended draft plan and this Paragraph 3.2.3 shall apply to any amended draft plan. The Authority Once both Parties have approved the draft plan then they will notify the benchmarker. No Party may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier benchmarker shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's benchmarker’s own data and experience; relevant published information; and pursuant to paragraph 217.3.7 Paragraph 3.2.6 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 Paragraph 3.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to Data, calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the benchmarker in order to undertake the benchmarking. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier benchmarker may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier 5.1 HSBC shall produce require the Benchmarker to produce, and to send to the Authority each party for Approvalapproval, a draft plan for the Benchmark ReviewReview within ten (10) days after the date of the appointment of the Benchmarker, or such longer period as the Benchmarker shall reasonably request in all the circumstances. The plan must shall include: : (a) a proposed timetable for the Benchmark Review; (b) a description of the information that the Benchmarker requires each party to provide; INTERNAL (c) a description of the benchmarking methodology to be usedused based on this Schedule 6 (Benchmarking); a description that demonstrates objectively and (d) details of any entities which the Benchmarker proposes, having consulted with HSBC and transparently that the benchmarking methodology Supplier, to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify include within the Comparison Group. The Authority . 5.2 Each party must give notice in writing to the Supplier Benchmarker and to the other party within ten (10) Working Days days after receiving the draft plan, advising whether it Approves approves the draft plan, or, if it does not approve the draft plan, suggesting its reasons for withholding approval and any suggested amendments to that plan. The Authority Neither party may not unreasonably withhold or delay its Approval approval of the draft plan plan, and any suggested amendments must be reasonable. The decision to make any changes shall be at the sole discretion of the Benchmarker, unless the parties agree on the change(s) to be made (having considered the Benchmarker's recommendations), in which case the Benchmarker shall follow the parties’ joint instructions. 5.3 Where the Authority a party suggests amendments to the draft plan under paragraph 217.3.35.2, the Supplier must Benchmarker shall, if it believes the amendments are reasonable, produce an amended draft planplan and again send it to each party for approval. Paragraph 217.3.2 5.2 shall apply to any amended draft plan. 5.4 Failure by a party to give notice under paragraph 5.2 will be treated as approval of the draft plan by that party. 5.5 Once the plan is finalised, the Benchmarker will carry out the Benchmark Review in accordance with it. Each party shall procure that all the information described in the plan, together with any additional information reasonably required by the Benchmarker, is provided to the Benchmarker without undue delay. 5.6 Each party shall co‑operate fully with the Benchmarker, including by providing access to records, technical documentation, premises, equipment, systems and personnel as and when reasonably requested by the Benchmarker, provided that the Benchmarker shall be instructed to minimise any disruption to the Services. 5.7 Either party may provide additional material to the Benchmarker to assist the Benchmarker in conducting the Benchmark Review. 5.8 Once it has received the Approval of the draft planinformation it requires, the Supplier shall: Benchmarker shall finalise a sample of entities constituting the Comparison Group and collect data relating to Comparable Rates. Services provided that, if no identical or materially similar services exist in the market the Benchmarker shall propose an approach for developing a comparable service benchmark. 5.9 The selection of the Comparable Rates Comparison Group (both in terms of number and identityidentity of entities) and Comparable Services shall be a matter for the SupplierBenchmarker's professional judgment using: judgment, but will be requested to consider the following: (a) information from other service providers to HSBC; (b) survey information; (c) market intelligence; ; (d) the SupplierBenchmarker's own data and experience; ; (e) relevant published information; and pursuant to paragraph 217.3.7 below, INTERNAL (f) information from consultancies and/or other suppliers vendors or purchasers on of Comparable RatesServices; and (g) information from "in‑house" providers to HSBC to the extent that Benchmarker considers that they are valid comparators. 5.10 The Benchmarker shall by applying the adjustment factors listed in paragraph 217.3.7 5.11 below and from an analysis of the Comparable Rates, Services derive the Equivalent Data; Services Data and: (a) using the Equivalent Services Data to calculate the Upper QuartileQuartile and/or median Operational Measures; (b) compare the Charges attributable to the Benchmarked Services (having regard in particular to the Operational Measures and Service Credits regime) with the Upper Quartile using the Equivalent Services Data; (c) compare the Operational Measures attributable to the Benchmarked Services (having regard to the Charges and Service Credits) with the median Operational Measures using the Equivalent Services Data; and (d) determine whether or not each Benchmarked Rate Service is, and/or the Benchmarked Rates Services as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. . 5.11 In carrying out the benchmarking analysis analysis, the Supplier may Benchmarker shall have regard to such matters as it considers appropriate, but it will be asked to consider the following matters when performing a comparative assessment of the Benchmarked Rates Services and the Comparable Rates Services in order to derive Equivalent Services Data: : (a) the contractual terms and business environment under which the Comparable Rates Services are being provided provided; (b) any front‑end investment and development costs of the Supplier; (c) the Supplier's risk profile including the scale and geographical spread financial, performance or liability risks associated with the provision of the customers)Services as a whole; (d) the extent of the Supplier's management and contract governance responsibilities; exchange rates; and (e) any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitivenon‑competitive (such as erroneous costing or over‑aggressive pricing).

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.389.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 89.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 89.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 89.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. (a) The Supplier benchmarking process shall produce be an objective measurement and send comparison process agreed by the Parties that will measure the price of the benchmarked Services as compared to the Authority price of services of a similar nature, volume, location, expertise and scope provided by other top tier off-shoring vendors (collectively, the “Benchmarking Process”). The Benchmarking Process shall include reasonable normalization factors agreed by the Parties, including elements to account for Approvalamounts associated with the management and integration of Services across numerous Service areas, a draft plan if applicable. The Parties, in conjunction with the Benchmarker, shall determine the Benchmarking Process within ***. If the Parties fail to agree to the Benchmarking Process within ***, the Benchmarker shall resolve such dispute in its professional judgment. (b) The Benchmarking Process shall be conducted by an independent third-party benchmarker (“Benchmarker”) ***, provided that Client shall not initiate the Benchmarking Process until the ***. Client may initiate the Benchmarking Process under this Section 4 *** but no more than ***. (c) The Benchmarker’s data used for the Benchmark ReviewBenchmarking Process shall be no more than *** (as measured against the date that Client provided notice initiating a Benchmarking Process) unless the Parties agree that older data may be used. (d) The Benchmarking Process shall be a comparison between the prices within the *** of market prices and costs (***) for services of a similar nature, volume, location, expertise and scope to the Services offered by top tier off-shoring service providers generally (the “Target Market”) and the charges agreed in the Agreement in order to ascertain whether such charges are in the *** of the Target Market at the date of Client’s notice of commencement of the Benchmarking Process. The plan must include: Benchmarker shall use its judgment, together with a proposed timetable for range of prices and tolerances to decide whether such objective has been met. (e) shall pay the fees charged by the Benchmarker to conduct the Benchmark Review; a description of Process. ***. If the benchmarking methodology Benchmarkers are no longer providing the services required to conduct the Benchmarking Process at the time Client elects to conduct the Benchmarking Process, or if Client and GlobalLogic agree that an alternative Benchmarker should be used; , the Parties shall promptly designate a description that demonstrates objectively replacement Benchmarker. If the Parties do not agree *** on a replacement Benchmarker, *** (f) GlobalLogic shall at its expense cooperate with and transparently that assist the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan Benchmarker and any suggested amendments must be reasonable. Where other third parties involved in the Authority suggests amendments to Benchmarking Process, including meeting with Client and the draft plan under paragraph 217.3.3, Benchmarker before and throughout the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group Benchmarking Process and collect providing data relating to Comparable Rates. The selection the provision of the Comparable Rates Services (excluding internal cost data or data of other GlobalLogic customers), as requested by Client or the Benchmarker. (g) The Benchmarker shall sign a confidentiality agreement in favor of both GlobalLogic and Client in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided Benchmarker agrees: (i) that the information and data obtained or produced by the Benchmarker in connection with the Benchmarking Process (including the scale and geographical spread results of the customers); exchange rates; Benchmarking Process and any other factors reasonably identified by related reports) constitutes the SupplierConfidential Information of Client and GlobalLogic, which(ii) that it will not use or disclose such confidential information and ***, if and (iii) the Benchmarker will conduct the Benchmarking Process in a manner that does not taken into consideration, could unfairly cause unreasonably interfere with GlobalLogic’s ongoing service operations or impair GlobalLogic’s ability to achieve the Supplier's pricing to appear non-competitiveService Levels under the Agreement.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.310.1.8, the Supplier must produce an amended draft plan. Paragraph 217.3.2 paragraph 10.1.7 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant subject to paragraph 217.3.7 10.1.11 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 10.1.11 and from an analysis of the Comparable Rates, Rates derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.324.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 paragraph 24.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant subject to paragraph 217.3.7 24.2.6 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 24.2.6 and from an analysis of the Comparable Rates, Rates derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.329.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 2.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant subject to paragraph 217.3.7 29.2.6 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 29.2.7 and from an analysis of the Comparable Rates, Rates derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. 3.1 The Supplier Framework Authority shall produce require the Benchmarker to produce, and to send to the Authority each Party for Approvalapproval, a draft plan Benchmark Review Plan for the Benchmark ReviewReview within ten (10) days after the date of the appointment of the Benchmarker, or such longer period as the Benchmarker shall reasonably request in all the circumstances. The plan draft Benchmark Review Plan must include: : (a) a proposed timetable for the Benchmark Review; ; (b) a description of the information that the Benchmarker requires each Party to provide; (c) a description of the benchmarking methodology to be used; ; (d) a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and objectives; (e) an estimate of the resources required from each Party to enable the Benchmarker to complete the Benchmark Review in accordance with the proposed timetable; (f) a description of how the Supplier Benchmarker will scope and identify the Comparison Group. The Authority ; (g) a description of how the Benchmarker will compare service performance criteria; and (h) details of any entities which the Benchmarker proposes to include within the Comparison Group. 3.2 Each Party must give notice in writing to the Supplier Benchmarker and to the other Party within ten (10) Working Days days after receiving the draft planBenchmark Review Plan, advising whether it Approves approves the draft planBenchmark Review Plan, or, if it does not approve the draft planBenchmark Review Plan, suggesting amendments to that plandraft. The Authority Neither Party may not unreasonably withhold or delay its Approval approval of the draft plan Benchmark Review Plan and any suggested amendments must be reasonable. . 3.3 Where the Authority a Party suggests amendments to the draft plan Benchmark Review Plan under paragraph 217.3.3Paragraph 3.2, the Supplier must Benchmarker must, if it believes the amendments are reasonable, produce an amended draft planBenchmark Review Plan. Paragraph 217.3.2 3.2 shall apply to any amended draft planBenchmark Review Plan. 3.4 Failure by a Party to give notice under Paragraph 3.2 will be treated as approval of the draft Benchmark Review Plan by that Party. 3.5 Once the draft Benchmark Review Plan is approved by both Parties, the Benchmarker will carry out the Benchmark Review in accordance with that Benchmark Review Plan. Each Party shall procure that all the information described in the Benchmark Review Plan, together with any additional information reasonably required by the Benchmarker is provided to the Benchmarker without undue delay. 3.6 Each Party shall co-operate fully with the Benchmarker, including by providing access to records, technical documentation, premises, equipment, systems and personnel at times reasonably requested by the Benchmarker, provided that the Benchmarker shall be instructed to minimise any disruption to the Ordered Services provided under the Call-Off Agreements. 3.7 Either Party may provide additional material to the Benchmarker to assist the Benchmarker in conducting the Benchmark Review. 3.8 Once it has received the Approval of the draft planinformation it requires, the Supplier Benchmarker shall: : (a) finalise a sample of entities constituting the Comparison Group and collect data relating to Comparable RatesServices. The selection of the Comparable Rates Comparison Group (both in terms of number and identityidentity of entities) and Comparable Services shall be a matter for the SupplierBenchmarker's professional judgment judgement and there shall be no maximum number of organisations performing Comparable Services in the Comparison Group using: : (i) information from other service providers to the Framework Authority, the Customers and/or any Service Recipient; (ii) survey information; (iii) market intelligence; ; (iv) the SupplierBenchmarker's own data and experience; ; (v) relevant published information; and pursuant to paragraph 217.3.7 below, ; (vi) information from consultancies and/or other suppliers vendors or purchasers on of Comparable RatesServices; and (vii) information from 'in-house' providers to the Framework Authority, the Customers and/or any Service Recipient to the extent that Benchmarker considers that they are valid comparators; (b) by applying the adjustment factors listed in paragraph 217.3.7 Paragraph 3.9 and from an analysis of the Comparable Rates, Services derive the Equivalent Services Data; ; (c) using the Equivalent Services Data to calculate the Upper Quartile; (d) compare the Price attributable to each of the Benchmarked Services (having regard in particular to the Service Levels and Service Credits regime) with the Upper Quartile using the Equivalent Services Data; and (e) determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Service is Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. . 3.9 In carrying out the benchmarking analysis the Supplier may Benchmarker shall have regard to the following matters when performing a comparative assessment of the Benchmarked Rates Services and the Comparable Rates Services in order to derive Equivalent Services Data: : (a) the contractual terms and business environment under which the Comparable Rates Available Services are being provided (including the scale scope, scale, complexity and geographical spread of the customersAvailable Services); (b) any front-end investment and development costs of the Contractor; (c) the Contractor's risk profile including the financial, performance or liability risks associated with the provision of the Available Services as a whole; (d) the extent of the Contractor's management and contract governance responsibilities; exchange rates; and (e) any other factors reasonably identified by the SupplierContractor, which, if not taken into consideration, could unfairly cause the SupplierContractor's pricing Prices to appear non-competitivecompetitive (such as erroneous costing or over-aggressive pricing).

Benchmarking Process. The By providing prior notice to Supplier shall produce and send Party of at least 30 days, with a copy to the Authority for Approvalselected Benchmarker, Customer Party may [****] initiate [****] benchmarks of the Services in accordance with the terms set forth herein. (1) At the commencement of each benchmark, the Parties shall conduct a draft plan benchmark kick-off meeting which shall be attended by Customer Party, Supplier Party and the Benchmarker. At such kick-off meeting, the specific Benchmarking Process for the Benchmark Reviewbenchmark shall be described by the Benchmarker for approval by each Party. Any deviations from the pre-agreed Benchmarking Process and normalization process described herein shall be subject to the prior written agreement of the Parties. The plan must include: Benchmarking Process agreed to at the kick-off meeting shall specify the data to be gathered, identify the personnel roles and responsibilities, and review the rules of engagement and actions to be undertaken upon receipt of the Benchmark Results as described herein. Customer Party shall be permitted to disclose price and Customer cost information in respect of this Agreement to the Benchmarker; provided, however, that such Benchmarker shall be bound by confidentiality obligations to both Parties similar to those of Customer hereunder. Supplier Party shall not be obligated to disclose to the Benchmarker data or cost information with respect to any other customer of Supplier Party or any Supplier Party underlying cost information (with the sole exception of pass-through costs, if any, that are reimbursed by Customer hereunder). The Benchmarking Process shall be a proposed timetable collaborative process between the Parties, all meetings with the Benchmarker shall be conducted with both Parties, and all information provided to and obtained from the Benchmarker shall be provided to both Parties. Such information shall be deemed to be the Confidential Information of (a) the Disclosing Party or (b) if such information is disclosed by the Benchmarker, both Parties. (2) The expected duration of each benchmark shall be determined at the benchmark kickoff meeting. Given the different scope, scale, and complexity of benchmarking the Towers, the duration of certain benchmarks may be longer than others. (3) The Benchmarker shall perform the benchmarking in accordance with the Benchmarking Process. The Benchmarker shall compare the Fees set forth in the Benchmarking Fee Schedule (the “Benchmark Fees”) for the Benchmark Review; Services being benchmarked to the charges applicable to a description representative sample of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable tier-one outsourced information technology operations of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Groupother entities. The Authority must give notice Benchmarker shall select an appropriate number of services agreements (but, in any event, not less than five services agreements) to form such representative sample against which to compare Customer’s information technology operations and applicable Fees and shall – Broadridge Confidential; Kyndryl Confidential – 20 describe (though shall not be required to name) its selections in writing to the Supplier Parties for their approval. (4) The Benchmarker shall commence and complete the benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data concerning Customer’s outsourced information technology environment and the data gathered from the representatives used to perform the benchmarking to accommodate, as appropriate, differences in size, volume of services (scale), scope and nature of services, quality standards and service levels, investments, financing or payment streams, geographic distribution of performance and receipt of the overall services (including restrictions placed on global and off-shore sourcing due to Customer requirements that Services be performed within ten (10) Working Days after receiving the draft planCanada), advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that planterms and conditions and other pertinent factors. The Authority may not unreasonably withhold or delay its Approval data used by the Benchmarker to perform the Benchmarking Process shall be reasonably current (i.e., based on services provided to Customer and the representative sample no more than 18 months prior to the start of the draft plan and any suggested amendments must be reasonableBenchmarking Process). Where the Authority suggests amendments The Benchmarker shall fully explain its normalization method to the draft plan under paragraph 217.3.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided Parties (including the scale both pre and geographical spread of the customerspost normalization data); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The By providing prior notice to Supplier shall produce and send Party of at least 30 days, with a copy to the Authority for Approvalselected Benchmarker, Customer Party may at any time after the first anniversary of the applicable Commencement Date initiate a draft plan benchmark of the Services in accordance with the terms set forth herein, and any subsequent benchmark of the applicable Services no sooner than [****] months following the date of the preceding benchmark. Benchmarking shall not be performed during the Renewal Term and the Termination Assistance Period, as applicable. (1) At the commencement of each benchmark, the Parties shall conduct a benchmark kick-off meeting which shall be attended by Customer Party, Supplier Party and the Benchmarker. At such kick-off meeting, the specific Benchmarking Process for the Benchmark Reviewbenchmark shall be described by the Benchmarker for approval by each Party. Any deviations from the pre-agreed Benchmarking Process and normalization process described herein shall be subject to the prior written agreement of the Parties. The plan must include: Benchmarking Process agreed to at the kick-off meeting shall specify the data to be gathered, identify the personnel roles and responsibilities, and review the rules of engagement and actions to be undertaken upon receipt of the Benchmark Results as described herein. Customer Party shall be permitted to disclose price and Customer cost information in respect of this Agreement to the Benchmarker; provided, however, that such Benchmarker shall be bound by confidentiality obligations to both Parties similar to those of Customer hereunder. Supplier Party shall not be obligated to disclose to the Benchmarker data or cost information with respect to any other customer of Supplier Party or any Supplier Party underlying cost information (with the sole exception of pass-through costs, if any, that are reimbursed by Customer hereunder). The Benchmarking Process shall be a proposed timetable collaborative process between the Parties, all meetings with the Benchmarker shall be conducted with both Parties, and all information provided to and obtained from the Benchmarker shall be provided to both Parties. Such information shall be deemed to be the Confidential Information of (a) the Disclosing Party or (b) if such information is disclosed by the Benchmarker, both Parties. (2) The expected duration of each benchmark shall be determined at the benchmark kickoff meeting. Given the different scope, scale, and complexity of benchmarking the Towers, the duration of certain benchmarks may be longer than others. (3) The Benchmarker shall perform the benchmarking in accordance with the Benchmarking Process. The Benchmarker shall compare the Fees set forth in the Benchmarking Fee Schedule (the "Benchmark Fees") for the Benchmark Review; Services being benchmarked to the charges applicable to a description representative sample of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable tier-one outsourced information technology operations of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Groupother entities. The Authority must give notice Benchmarker shall select an appropriate number of services agreements (but, in any event, not less than five services agreements) to form such representative sample against which to compare Customer's information technology operations and applicable Fees and shall describe (though shall not be required to name) its selections in writing to the Supplier Parties for their approval. (4) The Benchmarker shall commence and complete the benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data concerning Customer's outsourced information technology environment and the data gathered from the representatives used to perform the benchmarking to accommodate, as appropriate, differences in size, volume of services (scale), scope and nature of services, quality standards and service levels, investments, financing or payment streams, geographic distribution of performance and receipt of the overall services (including restrictions placed on global and off-shore sourcing due to Customer requirements that Services be performed within ten (10) Working Days after receiving the draft planUnited States), advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that planterms and conditions and other pertinent factors. The Authority may not unreasonably withhold or delay its Approval data used by the Benchmarker to perform the Benchmarking Process shall be reasonably current (i.e., based on services provided to Customer and the representative sample no more than 18 months prior to the start of the draft plan and any suggested amendments must be reasonableBenchmarking Process). Where the Authority suggests amendments The Benchmarker shall fully explain its normalization method to the draft plan under paragraph 217.3.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided Parties (including the scale both pre and geographical spread of the customerspost normalization data); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier Benchmaker shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed price for the Benchmark Review; a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier Benchmarker will scope and identify the Comparison Group. The Authority Parties must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority Neither Party may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority a Party suggests amendments to the draft plan under paragraph 217.3.388.2.3, the Supplier Benchmarker must produce an amended draft plan. Paragraph 217.3.2 88.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft planplan from the Parties, the Supplier Benchmarker shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the SupplierBenchmarker's professional judgment using: market intelligence; the SupplierBenchmarker's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 88.2.6 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 88.2.6 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier Benchmrker may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3105.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 105.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 105.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 105.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good ValueVadjustment alue. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier Benchmaker shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed price for the Benchmark Review; a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier Benchmarker will scope and identify the Comparison Group. The Authority Parties must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority Neither Party may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority a Party suggests amendments to the draft plan under paragraph 217.3.326.2.3, the Supplier Benchmarker must produce an amended draft plan. Paragraph 217.3.2 26.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft planplan from the Parties, the Supplier Benchmarker shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the SupplierBenchmarker's professional judgment using: market intelligence; the SupplierBenchmarker's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 26.2.6 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 26.2.6 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier Benchmrker may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3paragraph84.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 84.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 84.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 84.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.327.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 27.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 27.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 27.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or and the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. The Supplier shall produce and send to the Authority for Approval, a draft plan for the Benchmark Review. The plan must include: a proposed timetable for the Benchmark Review; a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and a description of how the Supplier will scope and identify the Comparison Group. The Authority must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan. The Authority may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3105.2.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 105.2.2 shall apply to any amended draft plan. Once it has received the Approval of the draft plan, the Supplier shall: finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: market intelligence; the Supplier's own data and experience; relevant published information; and pursuant to paragraph 217.3.7 105.2.7 below, information from other suppliers or purchasers on Comparable Rates; by applying the adjustment factors listed in paragraph 217.3.7 105.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; using the Equivalent Data to calculate the Upper Quartile; determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. In carrying out the benchmarking analysis the Supplier may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); exchange rates; any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.

Benchmarking Process. 3.2.1 The Supplier benchmarker shall produce and send to the Authority Buyer, for Approval, a draft plan for the Benchmark Review. The plan Review which must include: : (a) a proposed cost and timetable for the Benchmark Review; ; (b) a description of the benchmarking methodology to be used; a description that demonstrates objectively and transparently used which must demonstrate that the benchmarking methodology to be used is capable of fulfilling the benchmarking purpose; and and (c) a description of how the Supplier benchmarker will scope and identify the Comparison Group. . 3.2.2 The Authority benchmarker, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking. 3.2.3 The Buyer must give notice in writing to the Supplier within ten (10) Working Days after receiving the draft plan, advising the benchmarker and the Supplier whether it Approves the draft plan, or, if it does not approve the draft plan, suggesting amendments to that plan (which must be reasonable). If amendments are suggested then the benchmarker must produce an amended draft plan and this Paragraph 3.2.3 shall apply to any amended draft plan. 3.2.4 Once both Parties have approved the draft plan then they will notify the benchmarker. The Authority No Party may not unreasonably withhold or delay its Approval of the draft plan and any suggested amendments must be reasonable. Where the Authority suggests amendments to the draft plan under paragraph 217.3.3, the Supplier must produce an amended draft plan. Paragraph 217.3.2 shall apply to any amended draft plan. . 3.2.5 Once it has received the Approval of the draft plan, the Supplier benchmarker shall: : (a) finalise the Comparison Group and collect data relating to Comparable Rates. The selection of the Comparable Rates (both in terms of number and identity) shall be a matter for the Supplier's professional judgment using: : (i) market intelligence; ; (ii) the Supplier's benchmarker’s own data and experience; ; (iii) relevant published information; and and (iv) pursuant to paragraph 217.3.7 Paragraph 3.2.6 below, information from other suppliers or purchasers on Comparable Rates; ; (b) by applying the adjustment factors listed in paragraph 217.3.7 Paragraph 3.2.7 and from an analysis of the Comparable Rates, derive the Equivalent Data; ; (c) using the Equivalent Data to Data, calculate the Upper Quartile; ; (d) determine whether or not each Benchmarked Rate is, and/or the Benchmarked Rates as a whole are, Good Value. 3.2.6 The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the benchmarker in order to undertake the benchmarking. The Supplier agrees to use its reasonable endeavours to obtain information from other suppliers or purchasers on Comparable Rates. . 3.2.7 In carrying out the benchmarking analysis the Supplier benchmarker may have regard to the following matters when performing a comparative assessment of the Benchmarked Rates and the Comparable Rates in order to derive Equivalent Data: : (a) the contractual terms and business environment under which the Comparable Rates are being provided (including the scale and geographical spread of the customers); ; (b) exchange rates; ; (c) any other factors reasonably identified by the Supplier, which, if not taken into consideration, could unfairly cause the Supplier's pricing to appear non-competitive.