Common use of Benchmarking Process Clause in Contracts

Benchmarking Process. a. The Parties shall not conduct any Benchmarking Process prior to [***]* Thereafter, no Benchmarking Process shall be conducted more frequently than [***]* period, unless otherwise agreed by the Parties. Subject to the foregoing, Company and Provider shall designate the time when each Benchmarking Process shall be undertaken. b. [***]* -------- * Confidential information has been omitted. Schedule P - Technical Services Agreement - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult c. The Benchmarking Process shall be based upon and consistent with, in all material respects, the benchmarking methodology, principles and approach agreed to by the Parties, in consultation with the Benchmarker, which shall include: (i) a representative sampling of a sufficient number of arrangements between providers and receivers of services comparable to the Services (the "Comparables"); and (ii) any appropriate adjustments due to differences between the Comparables on one hand, and the arrangements between Provider and Company under this Agreement, such as differences in the nature or type of services received, the respective service environments, relative performance standards, volumes, term of agreement, location of services, amount of investments made pursuant to or in connection with the Comparables, and other similar terms and conditions. d. The Parties shall cooperate with each other and the Benchmarker to facilitate the Benchmarking Process, which shall include providing reasonable information as is necessary to conduct the Benchmarking Process; provided, however, that Provider will not be required to (i) disclose any of its Confidential Information, (ii) disclose details of other customers' confidential information without such customers' consent, or (iii) provide any information relating to Provider's margins or costs. e. Within [***]* (or as otherwise agreed to by the Parties and the Benchmarker) after the completion of any Benchmarking Process, the Benchmarker shall deliver the Benchmark Results to each Party's Account Manager. f. During the [***]* following delivery of the Benchmark Results from the Benchmarker, Company and Provider shall review the Benchmark Results and schedule one or more meetings (which shall include the Benchmarker) to address any issues either Party may have with the Benchmark information or the Benchmark Results.