Common use of Benchmarking Report Review Period and Adjustments Clause in Contracts

Benchmarking Report Review Period and Adjustments. (i) No later than thirty (30) days after the completion of the Benchmarking Process, the Benchmarking Firm will deliver a report (the “Benchmarking Report”) to T-Mobile and Provider which will include results as normalized against the quantitative and qualitative performance standards and commitments for the Services contained in the MSA, the SAs, and the Orders, including the Service Levels and an opinion, on a Service-by-Service basis, as to whether such Service is in conformance with Best Practices. (ii) No later than sixty (60) days after receipt of the Benchmarking Report, Provider will prepare and deliver to T-Mobile an analysis of the Benchmarking Report (the “Provider Report”). If the Benchmarking Report indicates that any aspects of the Charges or Service Levels are noncompetitive, Provider will include with that analysis an action plan in the Provider Report to make those Charges or Service Levels competitive. (iii) In the event that the Benchmarking Report indicates that the aggregate monthly Charges paid by T-Mobile for the applicable Services are more than [* * *] higher than the average aggregate monthly charges paid by the applicable comparison group for analogous Services, such Charges will be adjusted so that the resulting aggregate monthly Charges are equal to the average aggregate monthly Charges paid by such comparison group. Any such adjustment to the Charges will be effective as of the first (1st) day of the first (1st) calendar month following delivery of the Provider Report and will be documented pursuant to the Service Change Procedures; provided, however, that the Parties acknowledge that such use of the Service Change Procedures is for documentation purposes only and Master Services Agreement 17 [* * *] The confidential content of this Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Provider will not withhold any consent pursuant to such procedures in connection with such adjustment to the Charges, subject to the provisions herein. (iv) In the event that the Benchmarking Report indicates that the Service Levels provided by Provider for the applicable Services are noncompetitive, such Service Levels will be adjusted pursuant to a recommendation provided by the Benchmarking Firm. Additionally, if the Benchmarking Report indicates that any Service is not in conformance with Best Practices, such Service will be adjusted for conformance with Best Practices pursuant to a recommendation provided by the Benchmarking Firm. Any such adjustments will be effective as of the first (1st) day of the second calendar month following delivery of the Provider Report and will be documented pursuant to the Service Change Procedures; provided, however, that the Parties acknowledge such use of the Service Change Procedures is for documentation purposes only and Provider will not withhold any consent pursuant to such procedures in connection with such adjustment to the Services or the Service Levels. (v) Any disputes regarding the findings in the Benchmarking Report will be handled in accordance with the dispute resolution process set forth in the MSA. Notwithstanding the above, if the Parties cannot agree on the results of the Benchmarking Report or Provider Report, the changes recommended in either report will not become effective until such dispute is resolved.

Benchmarking Report Review Period and Adjustments. (i) No later than thirty (30) days after the completion of the Benchmarking Process, the The Benchmarking Firm will shall deliver a its report (the “Benchmarking Report”) to T-Mobile and Provider which will include results as normalized against no later than thirty (30) calendar days after the quantitative and qualitative performance standards and commitments for completion of the Services contained in the MSA, the SAs, and the Orders, including the Service Levels and an opinion, on a Service-by-Service basis, as to whether such Service is in conformance with Best PracticesBenchmarking Process. (ii) No later than sixty (60) calendar days after receipt of the Benchmarking Report, Provider will shall prepare and deliver to T-Mobile an analysis of the Benchmarking Report (the “Provider Report”). If the Benchmarking Report indicates that any aspects of the Charges Service Fees or Service Levels KPIs are noncompetitive, Provider will shall include with that the analysis an action plan in the Provider Report to make those Charges Service Fees or Service Levels KPIs competitive. (iii) In the event that the Benchmarking Report indicates that the aggregate monthly Charges total Service Fees paid by T-Mobile for the applicable Services are more than [* * *] percent ([*]%) higher than the average aggregate monthly total charges paid by the applicable comparison group for analogous Services, such Charges will be adjusted so that the resulting aggregate monthly Charges are equal to the average aggregate monthly Charges paid by such peer comparison group. Any such adjustment , Provider shall, at T-Mobile’s request, make its principal decision makers available to the Charges will be effective as of the first (1st) day of the first (1st) calendar month following delivery of the Provider Report and will be documented pursuant meet with T-Mobile to discuss adjustments to the Service Change Procedures; providedFees to better reflect the average total charges paid by the peer comparison group on a going forward basis. As part of such meeting and discussion, however, that Provider agrees to act in good faith in considering the Parties acknowledge that such use results of the Benchmarking Report and T-Mobile’s requests to adjust the total Service Change Procedures is Fees to reflect the charges of the peer comparison group, including providing reasoned arguments for documentation purposes only and Master Services any refusal to implement such requested adjustments. Implementation of such Service Adjustments shall be through written amendment to this Agreement 17 [* * *] The confidential content of this Exhibit 10.1 has been omitted and filed separately with by the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Provider will not withhold any consent pursuant to such procedures in connection with such adjustment to the Charges, subject to the provisions hereinParties. (iv) In the event that the Benchmarking Report indicates that the Service Levels KPIs provided by Provider for the applicable Services are noncompetitive, such Service Levels will be adjusted pursuant to a recommendation provided by the Benchmarking Firm. Additionally, if KPIs recommended in the Benchmarking Report indicates that any Service is not in conformance with Best Practices, such Service will shall be adjusted for conformance with Best Practices pursuant to a recommendation provided by the Benchmarking Firm. Any such adjustments will be effective as of the first (1st) day of the second calendar month following delivery of the Provider Report and will be documented pursuant adopted subject to the Service Change Procedures; providedManagement process in Sections 2.4 and 2.5 above in this Agreement, however, that to the Parties acknowledge such use of the Service Change Procedures is for documentation purposes only and Provider will not withhold any consent pursuant extent applicable to such procedures in connection with such adjustment to the Services or the Service Levelsrecommended changes. (v) Any disputes regarding the findings in the Benchmarking Report will shall be handled in accordance with the dispute resolution process set forth in the MSA. Notwithstanding the above, if the Parties cannot agree on the results Section 5 (Dispute Resolution) of the Benchmarking Report or Provider Report, the changes recommended in either report will not become effective until such dispute is resolvedthis Agreement.