Common use of Benchmarking Clause in Contracts

Benchmarking. PwCES shall improve the quality of the Services ------------ during the term of this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.

Benchmarking. PwCES 11.1 At any time after the Effective Date, but no more than once every twelve months, the Purchaser may appoint an independent, established and industry-recognised organisation with relevant benchmarking expertise and experience (the “Benchmarker”) to assess the Supplier’s then current performance and the Schedule of Rates to determine if the Goods and/or Services are being supplied in accordance with the terms of this Agreement and whether the Schedule of Rates remain competitive with those which would be payable to the Supplier’s peer group for the same or similar Goods and/or Services. The Purchaser shall improve appoint the quality Benchmarker but shall consult with the Supplier as to the Benchmarker’s identity. The Purchaser will not appoint a Benchmarker that the Supplier can demonstrate to the reasonable satisfaction of the Services ------------ during Purchaser is a direct competitor of the term Supplier and whose access to confidential information of the Supplier would prejudice the Supplier’s commercial activities outside of this Agreement. Beginning September 1, 2001, The parties will co-operate with the Benchmarker and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined provide all information reasonably requested by the Services Oversight Committee, to assess the quality of the ServicesBenchmarker. The Benchmarker may not will be any entity listed on Exhibit 17. If there is any Dispute regarding directed by the Purchaser to prepare a report assessing whether the Supplier’s performance of the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion and/or delivery of the services provided by PwCES under Goods and the level of Schedule of Rates is in keeping with that of its peer group engaged in providing comparable Goods and/or Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory purchasers of a similar size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to and reputation as the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)Purchaser. If the benchmark study shows Benchmarker’s report demonstrates that the level of Supplier’s performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio and/or delivery of the other companies Goods or its Schedule of Rates for the Goods and/or Services are not in keeping with its peer group (i.e. in the studysense that its peer group are achieving higher levels of service for comparable charges, then or are charging less for the same goods or level of service as that provided by the Supplier), the Supplier will, as appropriate, promptly carry out any necessary remedial actions so as to ensure that the Services Oversight Committee shall determine, within forty-five (45) days after release and/or delivery of Goods are performed in accordance with the terms of the benchmark study, what changes, if any, should Agreement and in line with the higher standards achieved by its peer group (where applicable) or will reduce its Schedule of Rates so as to match the averaged charges that would be made to charged by the Services Supplier’s peer group for the same or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Servicesimilar goods and/or services.

Benchmarking. PwCES shall improve the quality of the Services ------------ a. From time to time during the term Initial Term or any Renewal Term, H▇▇▇▇▇ may, subject to this Section 16, engage the services of this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "a “Benchmarker"”) to conduct a benchmark study compare the quality and cost of the primary Services, as determined by the Services Oversight Committee, to assess against the quality and cost of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding service providers performing services similar to the Services to ensure that H▇▇▇▇▇ is obtaining pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume and type of Services provided by Health Grades hereunder (“Benchmarking”). b. Any Benchmarker engaged by Customer shall agree in writing to be benchmarked, bound by the parties confidentiality and security provisions specified in this Agreement. Health Grades shall focus cooperate fully with H▇▇▇▇▇ and the benchmark study on the Services related Benchmarker and will provide reasonable access to the Critical Service LevelsBenchmarker during such effort. For the first benchmarking The Benchmarking shall be conducted pursuant so as not to unreasonably disrupt Health Grades’ operations under this section, the Services Oversight Committee shall instruct Agreement. c. If the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurementsfinds * , the Benchmarker shall evaluate each specified Service with regard submit a written report setting forth such findings and conclusions. The parties shall then meet and negotiate in good faith as to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies reductions in the Territory of a size similar fees to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)eliminate any unfavorable variance. If the benchmark study shows that the level of performance being achieved by PwCES parties are unable to agree upon such reductions, H▇▇▇▇▇ may, at its option and notwithstanding other provisions contained in relation this Agreement to the Charges (the "Performance/Price Ratio") for each of contrary, terminate the Services is not above the average Performance/Price Ratio in whole or in part, without payment of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be madeany termination fee. If the Services Oversight Committee is are terminated in part, Health Grades’ fees shall be equitably adjusted to reflect the Services no longer performed by Health Grades. d. ▇▇▇▇▇▇ shall provide Health Grades with a copy of the Benchmarker’s reports, including any preliminary reports, and Health Grades shall have a reasonable opportunity to review such reports and contest the Benchmarker’s findings. If the parties are unable to agree on upon the changes, if any, to be made to the Services or Charges or when validity of such changes should be madefindings, the matter shall be submitted resolved pursuant to the Dispute Resolution Processdispute resolution procedures set forth in Section 21. The cost of implementing such changes Reductions in Health Grades’ fees shall be borne by PwCES, except * Represents information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost confidential treatment request. H▇▇▇▇▇ Associates 16 implemented effective as of the employment of those significant new technologies. If Equifax fails date the Benchmarker’s report was first provided to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceHealth Grades.

Benchmarking. PwCES (i) The parties shall improve engage a reputable third-party provider reasonably acceptable to both parties to conduct a benchmarking study to assess the quality competitiveness of the Services ------------ Finance Program for each calendar year during the term Term (commencing in 2012 for calendar year 2011 review purposes) based on factors as mutually agreed upon by the parties, including the applicable Rates and Terms and other factors of the Finance Program directly affecting customer costs and terms. The third-party provider commissioned with conducting such benchmarking study shall be selected by Home Depot and the costs and expenses of engaging such third-party provider shall be borne by Home Depot. The benchmarking study shall be commenced in January of the year following the applicable calendar year and shall be completed as soon as practical thereafter. (ii) In the event another lender makes a bona fide offer to provide to Home Depot a program substantially similar to the Finance Program which is more favorable to Home Depot (a “New Offer”), as evidenced by the most recent benchmarking study completed pursuant to this AgreementSection 12(f), Home Depot may terminate this Agreement upon ninety (90) days written notice to GreenSky; provided, however, that the termination notice shall describe in reasonable detail the terms of such New Offer and GreenSky shall have thirty (30) days from receipt of such termination notice to match the terms of the New Offer by providing written notice of its intention to do so to Home Depot (the “GreenSky Response Notice”). Beginning September 1In the event GreenSky provides a GreenSky Response Notice indicating its intention to match the terms of the New Offer, 2001, Home Depot and every two GreenSky shall have sixty (260) years thereafterdays to negotiate in good faith an amendment to this Agreement evidencing the new terms to the Finance Program. If at the end of such sixty (60) day period, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on definitive documentation evidencing the changes, if any, to be made new terms to the Services or Charges or when such changes should be madeFinance Program, the matter this Agreement shall terminate, Home Depot shall be submitted free to enter into a new agreement pursuant to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case New Offer and the parties shall negotiate work in good faith a Change Order that reflects to transition or phase out, as applicable, the parties' agreement Finance Program. In addition to share the foregoing, GreenSky and Home Depot agree to work together in good faith to keep the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceFinance Program competitive with similar programs offered by other lenders.

Benchmarking. PwCES shall improve the quality of the Services ------------ during the term of this Agreement. Beginning September 1, 2001two (2) years after the Initial Commencement Date, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.

Benchmarking. PwCES CHR is committed to “Best in Class” service. To ensure delivery of such service, Talecris shall improve have the quality right, at its expense, to have the performance of, or the costs and expenses for, all or a portion of the Services ------------ during reviewed by an independent industry-recognized benchmarking service provider organization with demonstrated benchmarking expertise reasonably acceptable to CHR (the term “Benchmarker”) in order to evaluate the efficiency, effectiveness and productivity of CHR’s performance of the Services and whether the costs and expenses are competitive in the industry. The Benchmarker shall be selected by Talecris and approved by CHR, such approval not to be unreasonably withheld, conditioned or delayed. Talecris shall have the right to disclose the terms of this Agreement to the Benchmarker in connection with obtaining such review. CHR shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Benchmarker shall be subject to a confidentiality agreement similar to the confidentiality provisions set forth in this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker Each Party shall be shared equally by provided a reasonable opportunity to review, comment on and request changes in the partiesBenchmarker’s proposed findings. Using consistent methodologies and, to the extent reasonably possible, objective measurementsFollowing such review and comment, the Benchmarker shall evaluate each specified Service with regard to Charges issue a final report of its findings and performance (including quality of service) and shall compare the same to similar services provided to other companies conclusions. If, in the Territory final report of the Benchmarker, the benchmarked Services are not in the top ten percent (10%) of the representative sample (viewed from the reasonable perspective of Talecris), then CHR shall within thirty (30) days after issuance of the Benchmarker’s final report, either: (a) provide Talecris with written notice that CHR accepts such final report; or (b) provide Talecris with written objections to such final report. If no written acceptance or objections are received within such thirty (30) day period, the final report shall be deemed accepted. If CHR accepts such final report, CHR promptly shall develop a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect plan and schedule, subject to the Services approval of Talecris, which approval shall not be unreasonably withheld, delayed or conditioned, to bring CHR within the top ten percent (or, if 10%) in a reasonable period of time. CHR then shall implement the service providers included plan and achieve the top ten percent (10%) in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments)designated period of time. If CHR does not accept the benchmark study shows that the level report and instead provides written objections, Talecris and CHR shall use commercially reasonable efforts to resolve such objections. If Talecris and CHR cannot resolve such objections within fifteen (15) days following Talecris’ receipt of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the studysuch objections, then the Services Oversight Committee Parties shall determine, within forty-five (45) days after release resolve the dispute in accordance with the terms of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service22.

Benchmarking. PwCES Customer shall improve have the quality of right to benchmark the Services ------------ during the term of this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker") to conduct a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality Vendor’s performance of the Services. The Benchmarker may not Vendor shall, at no cost or expense to Customer, assist with Customer’s benchmarking efforts. Benchmarking shall be any entity listed on Exhibit 17conducted by an independent industry recognized third party benchmarking service provider designated by Customer (“Benchmarker”). If there is any Dispute regarding In the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct event that the Benchmarker to review concludes that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and Vendor’s performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above below the average Performance/Price Ratio of the other companies in the studyindustry standards for Comparable Services, then the Services Oversight Committee shall determineVendor shall, within forty-five thirty (4530) days after release the Benchmarker’s decision, develop, for Customer’s review and approval, a plan to bring Vendor’s performance up to mutually agreed upon industry standards as soon as practically possible and in all events within ninety (90) days after Customer’s approval of such plan. The Service Levels will be adjusted accordingly and effective ninety (90) days after Customer approves the plan. Vendor will bear the costs of the benchmark studyimplementation of such plan and the maintenance of any changes required to meet such Service Levels. As used herein, what changes“Comparable Services” mean services of a similar nature with comparable characteristics and measurement factors, if anyincluding, should be made but not limited to, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the cost of services. The Benchmarker will also review Vendor’s pricing, comparing Vendor’s charges for such Services to those charges charged by substantially similar service providers performing substantially similar services for similarly situated clients, including taking into account, volume of business, duration of contracts, geographic service areas, technologies, service levels, and any performance incentives or penalties which may affect the Services or cost of services (the “Charges and by when such changes should be madeTarget”). If a benchmarking reveals that Vendor’s prices for Services are in excess of the Services Oversight Committee is unable to Charges Target, Customer and Vendor will (i) review the Benchmarker’s findings, and (ii) agree on the changes, if any, validity of PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Benchmarking findings and any changes to Vendor’s pricing recommended by the Benchmarker. Any changes in charges will be made effective only upon amendment to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution ProcessSOW and effective prospectively only (and not impacting any prior work). The cost of implementing such changes shall for conducting the benchmarking will be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceCustomer.

Benchmarking. PwCES shall improve (a) From time to time during the quality Term, Finance may: (i) directly perform or engage an independent benchmarker to test the market for any or all of the products or Services ------------ during contained in the term Statement of this Agreement. Beginning September 1, 2001, Requirement; (ii) undertake benchmarking of some or all of the products or Services contained in the Statement of Requirement including Prices and every two Charges in part or in aggregate where: (2A) years thereafter, Finance intends to refresh the parties shall cause an independent third party Panel (at the "Benchmarker"Head Agreement or Entity Deed or Order level); or (B) to conduct a benchmark study of determine if the primary ServicesSOS Product List, Prices (including Cost Plus Percentage) and Charges are competitive with, then current market prices and standards for similar products. (b) Benchmarking will be conducted in accordance with the timing and procedures as determined by Finance. (c) Without limiting the Services Oversight Committeerights of Finance, Finance may release benchmarking results to: (i) other Entities; (ii) Ministers and their advisors; (iii) Parliament or Parliamentary Committees; and (iv) advisers to assess Finance who have executed a confidentiality undertaking substantially in the quality form of Schedule 1 – Attachment 2 (Deed of Confidentiality). (d) If the benchmarking indicates that the Charges are not priced competitively for similar Deliverables, unless the Contractor satisfies Finance that the difference in Charges is due to the relevant Contract's unique requirements and not due to the Contractor's performance: (i) the Contractor agrees to assist Finance to determine the causes of the Services. The Benchmarker may not benchmarking findings and proactively seek resolution within 20 Business Days; (ii) if no resolution is reached within 20 Business Days, the Charges (including the Charges payable under any Contract) will be any entity listed on Exhibit 17. If there is any Dispute regarding the Services deemed to be benchmarked, reduced by the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion amount of the services provided excess determined by PwCES under Finance; (e) The reduced charges will apply to: (i) the Services Agreements for applicable Price/s in the period from August 2, 1999 forward that are related to Statement of Requirement; (ii) the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, applicable Price/s in each Customer Catalogue to the extent reasonably possiblethe items for which the Price Adjustment applies are set out in that Customer Catalogue; and (iii) all Orders made on or after the date on which Finance approves the Price Adjustment, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges provided that a Price Adjustment must not be applied retrospectively and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account any Orders entered into for the difference supply of Stationery and Office Supplies or Services will continue. (f) The reduced Charges must be reflected in investments). If the benchmark study shows that the level of performance being achieved subsequent invoices or may be set–off by PwCES a Customer against any invoice received under a Contract. (g) A Dispute in relation to the Charges benchmarking will be resolved in accordance with (the "Performance/Price Ratio"h) for each An Entity may join in any benchmarking Finance undertakes of the Services is not above the average Performance/Price Ratio Contractor's provision of the other companies Deliverables set out in the study, then the Services Oversight Committee shall determine, within forty-five Statement of Requirement under this clause 37.7. (45i) days after release of the benchmark study, what changes, if any, should be made Each party must bear its own costs in relation to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Serviceclause 37.7.

Benchmarking. PwCES shall improve D▇▇▇ ▇▇▇ elect to engage a third party benchmark organization (the quality “Benchmarker”) to compare the Fees in the aggregate for some or all of the Services ------------ during the term of this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent third party (the "Benchmarker"“Benchmarked Services”) and prices charged by other top tier service providers for similar services, on an average total charges basis based on the processes included in the Benchmarked Services (each such comparison a “Benchmark”) pursuant to conduct a benchmark study this Section. Benchmarking will be governed by the following terms: (A) The Benchmark process may commence no earlier than ***. (B) The agreed upon Benchmarkers will be set forth in Schedule 24 (Benchmarkers) as of the primary ServicesEffective Date. The Parties will update this list as necessary on an annual basis. *** Within *** days of receipt of such list, as determined D▇▇▇ will elect a Benchmarker from such list and engage such Benchmarker by entering into a *** written agreement with the Benchmarker that, at a minimum, shall reflect the requirements set forth in this Section. Notwithstanding the above, D▇▇▇ shall not engage any Benchmarker for which the engagement would result in a violation of any applicable laws or regulations or otherwise violate Dana’s then current audit service conflict policies. *** (C) D▇▇▇ shall pay all charges, expenses and costs incurred by the Services Oversight Committee, Benchmarker in performing the benchmarking described in this Section. The Service Provider w▇▇▇ *** indicates where a confidential portion has been omitted and filed separately with the Commission at its sole cost and expenses cooperate fully with the Benchmarker and provide the data requested by the Benchmarker relating to assess the quality provision of the Services. The Only D▇▇▇ ▇▇▇ exercise a right to conduct a Benchmark. (D) Prior to receiving any information from the Parties regarding the Services or the Fees the Benchmarker shall execute a confidentiality agreement reasonably satisfactory to both Service Provider and D▇▇▇ that at a minimum specifies that the data provided by D▇▇▇ and Service Provider may not be used for any entity listed on Exhibit 17other purpose than conducting the referenced Benchmark. (E) It is the intent of the Parties that the Benchmark be a collaborative process. If there is In this regard, each Party shall cooperate with reasonable requests by the Benchmarker for any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services information or data related to the Critical Service Levels. For Agreement to the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct extent necessary for the Benchmarker to review that portion of perform the services provided by PwCES under the Services Agreements for the period from August 2Benchmark; provided, 1999 forward that are related however, in no event shall Service Provider be required to the Services. The fees of provide the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, with Service Provider cost data or data relating to the extent reasonably possible, objective measurements, the other Service Provider customers. (F) The Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare perform a price-based benchmark, using reasonably current data, comparing the same total Fees for all Services included, in the aggregate, in the Benchmarked Services, against the total charges applicable to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included selected entities in the study have not made investments similar to those made by PwCES, appropriate adjustments Representative Sample as such term is defined below. *** (G) For the purposes of this Section: (1) “Representative Sample” for Benchmarked Services shall be made by mean *** *** indicates where a confidential portion has been omitted and filed separately with the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.Commission

Benchmarking. PwCES 16.1. Transnet shall improve be entitled to, by written notice to the quality Service Provider, request that a Benchmark Review of any or all of the Service Towers be carried out in order to establish whether a Benchmarked Service Tower is and/or the Benchmarked Services ------------ during as a whole are Good Value. Such written notice shall specify which of the term Service Towers are to be benchmarked. Both Parties shall appoint the Benchmarking Company. Transnet shall not be entitled to carry out a Benchmark Review within 24 (twenty four) months of this Agreementthe Effective Date. Beginning September 1, 2001, and every two Subsequent Benchmark results of the same Services shall be applied at intervals of not less than 12 (2twelve) years thereaftermonths after the implementation of the preceding same Services Benchmark results. 16.2. For the avoidance of doubt, the parties shall cause an independent third party Benchmark process may commence within 24 (the "Benchmarker"twenty four) to conduct a benchmark study months of the primary ServicesEffective Date, as determined however, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 30th (thirtieth) month of the Effective Date, whichever is the later. For subsequent Benchmark Reviews, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 13th (thirteenth) month of the last Benchmark results implementation, whichever is the later. 16.3. Each Party shall bear its own costs (other than the costs of the Benchmarking Company) relating to a Benchmark Review. The costs and expenses of the Benchmarking Company shall be borne equally by Transnet and the Service Provider unless the Benchmark Review finds that the Benchmarked Services are not Good Value, in which case these costs shall be borne by the Services Oversight CommitteeService Provider. 16.4. The Parties shall require the Benchmarking Company to provide it with a plan, for both Parties’ approval, which shall include (a) a proposed timetable for the Benchmark Review; (b) a description of the information that the Benchmarking Company requires each Party to assess provide; (c) a description of the quality benchmarking methodology to be used; (d) details of any entities which the Benchmarking Company proposes to include within the Comparison Group; and (e) details of the methodology to be used in arriving at a market based comparison of the Services. Neither Party may unreasonably withhold or delay its approval of the plan and any suggested amendments that either Party may propose must be reasonable. 16.5. Once the plan is approved by both Parties, the Benchmarking Company will carry out the Benchmark Review in accordance with it. The Benchmarker Service Provider shall fully co-operate with the Benchmarking Company and shall (at its own cost) provide any information relating to the Services which may reasonably be requested by the Benchmarking Company as well as providing access to records, technical documentation, premises, equipment, systems and its employees as and when reasonably requested by the Benchmarking Company, subject to the Benchmarking Company agreeing to comply with the Service Provider's reasonable confidentiality restrictions. 16.6. The selection of the Comparison Group (both in terms of number and identity of entities) and Comparable Services shall be a matter for the Benchmarking Company's professional judgment. 16.7. The Benchmarking Company shall by applying the adjustment factors listed in clause 16.9 and from an analysis of the Comparable Services derive equivalent services data (the “Equivalent Services Data”), and to use such Equivalent Services Data to: 16.7.1. calculate the Upper Quartile and/or average service levels; 16.7.2. compare the Fees attributable to the Benchmarked Services (having regard to the agreed Service Levels and Service Credits regime under this Agreement) with the Upper Quartile; and 16.7.3. compare the Service Levels attributable to the Benchmarked Services (having regard to the Fees and Service Credits regime under this agreement) with the average service levels. 16.8. The results pursuant to clause 16.7 and the subclauses thereunder, will determine whether or not each Benchmarked Service Tower is, and/or the Benchmarked Service Towers as a whole are, Good Value. 16.9. The Benchmarking Company shall have regard to the following matters when performing a comparative assessment of the Benchmarked Services and the Comparable Services in order to derive Equivalent Services Data: 16.9.1. the contractual and business environment under which the Services are being provided (including the scope, scale, complexity and geographical spread of the Services); 16.9.2. any relevant and applicable investment and development costs of the Service Provider; 16.9.3. the Service Provider's risk profile including the financial, performance or liability risks associated with the provision of the Services as a whole; 16.9.4. the extent of the Service Provider's management and contract governance responsibilities; and 16.9.5. any other factors reasonably identified by the Service Provider, which, if not taken into consideration, could unfairly cause the Service Provider's pricing to appear inflated or non-competitive. 16.10. The Benchmarking Company shall be required to prepare a report setting out its findings (“Benchmarking Report”), within the time period specified in the plan referred to in clause 16.4. The Benchmarking Report shall: 16.10.1. include finding as to whether or not the relevant Benchmarked Service Tower as a whole is, Good Value; 16.10.2. include other findings (if any) regarding the quality and competitiveness or otherwise of those Services; and 16.10.3. indicate if the relevant Benchmarked Service Tower is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in particular to the Fees or Service Levels, that would be required to make the relevant Benchmarked Service Tower or those Benchmarked Services as a whole is Good Value. 16.11. Benchmark Reviews shall not result in any entity listed on Exhibit 17increase to the Fees or any decrease in the required performance of any Services or Service Levels. 16.12. If there the Benchmarking Report states that any Benchmarked Service Tower is any Dispute regarding not Good Value, then the Service Provider shall: 16.12.1. implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with Transnet; and/or 16.12.2. adjust the Fees downwards where the Benchmark Review reveals that: 16.12.2.1. the Service Provider's Fees are above the Upper Quartile value plus 5% (five percent), which adjusted Fees will then be the Upper Quartile value plus 2% (two percent); or 16.12.2.2. the Service Provider's Fees are above the Upper Quartile value plus 5% (five percent), and based on Transnet’s requirements and prior approval, to provide additional Services to be benchmarked, the parties shall focus the benchmark study on the Services related equivalent in value to the Critical deferential costs between the Upper Quartile value plus 2% (two percent) and the Fees charged by the Service LevelsProvider prior to the Benchmark Review; and 16.12.2.3. will be come into effect as defined in clause 16.1 above. 16.13. For the first benchmarking conducted pursuant to this sectionavoidance of doubt, the Services Oversight Committee shall instruct Fees payable by Transnet will be the Benchmarker to review that portion lesser of the services provided by PwCES under Benchmarked Upper Quartile plus 2% or the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified applicable Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies Tower year-on-year reduced Fee as contained in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceAttachment G2.

Benchmarking. PwCES shall improve At the quality end of the twenty-eighth, the fifty-sixth and eighty-fourth months following the Commencement Date, either party may elect to conduct a benchmarking process designed to objectively compare the Services ------------ during and the term of this Agreement. Beginning September 1, 2001, rates and every two charges related thereto to industry standards for comparable services in accordance the procedures set forth herein. a. Upon ten (210) years thereafterbusiness days prior written notice by Franklin, the parties will commence the Benchmarking Process as set forth herein ("Benchmark Initiation"). Within thirty (30) days of Benchmark Initiation, Franklin will identify the Benchmarker, who shall cause an independent third party (not be a competitor of IBM in the "Benchmarker") field of outsourcing and who will be subject to conduct a benchmark study of the primary ServicesIBM's approval, as determined by the Services Oversight Committee, to assess the quality of the Serviceswhich approval shall not be unreasonably withheld or delayed. The Benchmarker may not shall be any entity listed on Exhibit 17. If there subject to a confidentiality agreement that is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related comparable to the Critical Service Levelsconfidentiality requirements set forth herein. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements Costs for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and. b. The Benchmarker shall collect a representative, reasonably current, statistical sampling of a sufficient number of receivers of the quality and quantity of services comparable to the extent reasonably possibleServices ("Comparators"). The parties agree that the Benchmarker shall take into consideration the costs that IBM has incurred in connection with the purchase of and unexpired leases for equipment dedicated to Franklin (and that IBM shall provide such information to the Benchmarker and Franklin), objective measurementsbut shall also have the authority to direct that rates and charges be lowered at appropriate times in the future (e.g., at the end of a lease). In no event shall the Benchmarker have the authority to raise rates or charges. The Benchmarker shall be directed to deliver to the designated representatives of the parties, within sixty (60) days after appointment as the Benchmarker, a report and recommendation for lowering the rates and charges set forth herein to a level comparable to the Comparators (the "Benchmark Results"). The parties shall have the thirty (30) day period (the Benchmark Review Period) immediately following their receipt of the Benchmark Results to review, comment on, and request appropriate changes in the results. If the Benchmarker believes that there may be merit to issues raised in response to the Benchmark Results, the Benchmarker shall evaluate each specified Service with regard be given an additional thirty (30) days (the Second Benchmark Review Period) to Charges review the issues raised and performance any other materials submitted by either party and to submit a final set of Benchmark Results, including any revisions to the original Benchmark Results. c. The parties shall, within thirty (including quality 30) days of service) the Benchmark Review Period or Second Benchmark Review Period, amend this Agreement to reflect such recommendation and shall compare lower the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES prices accordingly. The parties agree that, with respect to each Benchmarking Process, the maximum reduction shall be eleven and a half percent (11.5%) of the total charges that the Benchmarker includes in the Benchmark Process for the month preceding Benchmark Initiation, provided that the Benchmarker shall have the discretion to allocate the amount of the reduction among the individual charge elements in accordance with the Benchmarker's findings. Any reduction in rates or charges for the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation applied retroactively to the Charges (the "Performance/Price Ratio") for each date of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceBenchmark Initiation.

Benchmarking. PwCES 24.1. For the purposes of this clause, a Benchmarked Service shall improve be “Good Value”, or the quality Benchmarked Services as a whole shall be Good Value where: 24.1.1. in relation to the Service Charges if the Service Charges attributable to a Benchmarked Service or Benchmarked Services are, having regard to the Service Levels, less than or equal to the Benchmark Price for Equivalent Services provided by a Comparison Sample; and 24.1.2. in relation to the Service Levels, if the Service Levels attributable to Benchmarked Services are, having regard to the Service Charges, equal to or better than the Benchmark Value for the Service Levels for Equivalent Services provided by a Comparison Sample. 24.2. The Council may, by written notice to the Supplier, require a Benchmark Review of any or all of the Service Charges, the Services ------------ during and the term Service Levels in accordance with the provisions of this Agreementclause. 24.3. Beginning September 1The first Benchmark Review may be requested by The Council to occur at any time following [INSERT]. The Council may not request a subsequent Benchmark review until a period no less than 3 years has expired from the date of the last Benchmarking report. 24.4. Subject to clause 24.5, 2001if any Benchmark Review determines that any or all of the Service Charges, Services and every two (2) years thereafterService Levels do not represent Good Value, the parties Council may require the Supplier to reduce the Service Charges and/or implement improvements to the Services or Service Levels in accordance with the relevant Benchmarking Report within a period no longer than [INSERT] months from receipt of the Benchmarking Report. 24.5. If the Supplier reasonably believes the Benchmarker has not complied with the provisions of this clause in any material respects, or that the Benchmarker has made a manifest error in determining the results of the Benchmark Review, the Supplier may dispute the Benchmarking Report and the matter shall cause be dealt with in accordance with clause 30. 24.6. The Benchmarked Services shall be identified by the Council in the written request it gives under clause 24.2. Prior to issue by the Council of such written request, the Council shall consult the Supplier (but shall not be obliged to agree with the Supplier) about those Services it proposes to benchmark. 24.7. Each Benchmark Review shall be performed by an independent third party appointed in accordance with the Benchmarker Appointment Procedure. 24.8. Each party shall bear its own costs (other than the "Benchmarker") to conduct a benchmark study costs of the primary Services, as determined by the Services Oversight Committee, Benchmarker) relating to assess the quality of the Servicesa Benchmark Review. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees costs and expenses of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to unless the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows Benchmarking Report states that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Benchmarked Services is are not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changesGood Value, in which case the parties costs and expenses of the Benchmarker shall negotiate be borne solely by the Supplier. 24.9. The Benchmarker shall conduct the Benchmark Review by applying the following general principles and criteria: 24.9.1. benchmarking shall be carried out in good faith a Change Order that reflects an independent and objective manner; 24.9.2. the Benchmarker shall be jointly instructed by the parties' agreement ; 24.9.3. benchmarking shall be truly comparative in respect of the technology, services and service levels; 24.9.4. benchmarking shall be structured and undertaken in a way that causes the minimum disruption possible; and 24.9.5. immediately following selection of the Benchmarker, the parties and the Benchmarker shall agree the general principles and method of benchmarking. 24.10. The Council’s instructions to the Benchmarker shall require the Benchmarker to produce, and to send to each party for approval, a draft plan for the Benchmark Review within 15 Business Days after the date of appointment of the Benchmarker. The plan shall include: 24.10.1. a proposed timetable for the Benchmark Review (including for delivery of the Benchmarking Report); 24.10.2. a description of the information that the Benchmarker requires each party to provide; 24.10.3. a description of the benchmarking methodology to be used; and 24.10.4. details of any organisations providing Equivalent Services which The Council proposes, having consulted with the Supplier (and including any organisations providing Equivalent Services reasonably proposed by the Supplier), are included within the Comparison Sample. 24.11. Each party shall give notice in writing to the Benchmarker and to the other party within 15 Business 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. Neither party may unreasonably withhold its approval of the draft plan and any suggested amendments shall be reasonable. 24.12. Where a party suggests amendments to the draft plan under clause 24.10, the Benchmarker shall, if it believes the amendments are reasonable, produce an amended draft plan. Clauses 24.10 and 24.11 shall apply to any amended draft plan. If the Benchmarker believes that the suggested amendments are not reasonable then the Benchmarker shall discuss the amendments with the parties to reach a resolution. If the parties are unable to agree a resolution within 30 Business Days of the matter first being referred to each of them by the Benchmarker for discussion, then such matter shall be resolved in accordance with clause 30. 24.13. Failure by a party to give notice under clause 24.12 shall be treated as approval of the draft plan by that party. 24.14. The Council shall instruct the Benchmarker to produce the Benchmarking Report within 30 Business Days of the appointment of the Benchmarker. Any correspondence between either of the parties and the Benchmarker shall be copied to the other party at the same time. The Benchmarker shall share with the parties, in an even-handed manner, all data relating to the Benchmarking and the Benchmarking Report to the extent that it is lawfully able to do so. 24.15. Once the plan is approved by both parties, the Benchmarker shall carry out the Benchmark Review in accordance with it. Each party shall, to the extent it is not precluded from doing so by confidentiality obligations owed to third parties, provide the information described in the cost plan, together with any additional information reasonably required by the Benchmarker. The Supplier shall use its best endeavours to obtain authority from such third parties to disclose such information to the Benchmarker solely for the purposes of enabling him to carry out the Benchmark Review. 24.16. 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. The Benchmarker shall be instructed by The Council to minimise any disruption to the Services. 24.17. The Council shall instruct the Benchmarker to produce the Benchmarking Report within 30 Business Days of the employment appointment of the Benchmarker. Any correspondence between either of the parties and the Benchmarker shall be copied to the other party at the same time. The Benchmarker shall share with the parties, in an even-handed manner, all data relating to the Benchmarking and the Benchmarking Report to the extent that it is lawfully able to do so. 24.18. Either party may provide additional material to the Benchmarker to assist the Benchmarker in conducting the Benchmark Review. 24.19. Once it has received the information it requires, the Benchmarker shall: 24.19.1. identify the Comparison Sample in accordance with the agreed methodology; 24.19.2. compare the Charges attributable to the Benchmarked Services (having regard to the Service Levels and other relevant factors) with the benchmark price of the Equivalent Services provided by the Comparison Sample and determine whether or not each Benchmarked Service, and/or the Benchmarked Services as a whole, are Good Value in relation to the Charges; and 24.19.3. compare the Service Levels attributable to the Benchmarked Services (having regard to the Charges and other relevant factors) with the median service levels of the Equivalent Services provided by the Comparison Sample and determine whether or not each Benchmarked Service, and/or the Benchmarked Services as a whole, are Good Value in relation to the Service Levels. 24.20. In conducting the Benchmark Review, the Benchmarker shall apply correction factors to the information to take account of reasons for difference in accordance with Good Industry Practice. Such normalisation information shall be available for approval by the parties prior to the production of the Benchmarking Report. 24.21. The Benchmarker shall prepare a Benchmarking Report setting out its findings at the time specified in the plan approved under clause 24.12 (being no later than that specified in clause 24.14). Those findings: 24.21.1. shall include a finding as to whether or not each Benchmarked Service is Good Value and/or whether the Benchmarked Services as a whole are Good Value; 24.21.2. may include other findings regarding the quality and competitiveness or otherwise of the Services; and 24.21.3. if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in particular to the Charges or Service Levels, that would be required to make that Benchmarked Service or those significant new technologiesBenchmarked Services Good Value. 24.22. If Equifax fails to implement a reengineering project as described in Section 3.13the Benchmarking Report states that the Services, which project is commercially reasonable in light Charges or Service Levels (or any part of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, them) that are benchmarked are not Good Value then this Section 3.04h clause 24.4 shall not apply to such Serviceapply.

Benchmarking. PwCES shall improve (a) GPI may, beginning in the quality 12th month following the Commencement Date, measure the Charges under this Agreement as compared to other organizations receiving similar services (a “Benchmark”). At the option of GPI, for each Benchmark, GPI may Benchmark (a) all Designated Services or (b) the Designated Services ------------ under one or more Service Towers (the “Benchmarked Services”). GPI may not perform a Benchmark more frequently than twice during the term Term. Furthermore, GPI may not Benchmark a New Service during the first twelve (12) months after P▇▇▇▇ Systems commences delivery of this Agreement. Beginning September 1such New Services; provided that GPI may Benchmark the Service Tower that includes the New Service during such twelve (12) month period, 2001but may not include such New Service in the Benchmark. (b) GPI will engage, and every two the Benchmark will be conducted by, a Person expert in an objective measurement and comparison process (2a “Benchmarker”). The Parties hereby agree that Gartner, Inc., Compass America and Forrester are qualified as Benchmarkers. If GPI desires to engage a Benchmarker that is not listed in the previous sentence, it will propose such Person to P▇▇▇▇ Systems, and P▇▇▇▇ Systems will Consent to such Person so long as such Person (i) years thereafteris not a competitor of P▇▇▇▇ Systems, (ii) has substantial expertise in the benchmarking of IT services, and (iii) would not have a conflict of interest or bias with respect to GPI or P▇▇▇▇ Systems, including but not limited to factors such as whether such Person is a consultant specializing in representing customers or providers of outsourced services. GPI will pay all fees and expenses payable to the Benchmarker in connection with Benchmarks. GPI shall not engage a Benchmarker on a contingent fee basis. (c) The Benchmark will be based upon and consistent with, in all material respects, the parties shall cause an independent third party benchmarking methodology, principles and approach (the "Benchmarker"“Benchmark Methodology”) as set forth in Schedule 5.1(c). Not less than thirty (30) days prior to conduct a benchmark study the commencement date of any Benchmark, GPI will notify P▇▇▇▇ Systems of its intent to commence the primary Services, as determined by the Services Oversight Committee, to assess the quality of the ServicesBenchmark. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding Notice will include all required information as set forth in the Services to be benchmarked, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct Benchmark Methodology. (d) The Parties will cooperate with each other and the Benchmarker to review that portion facilitate the Benchmark, which will include performing their respective responsibilities set forth in the Benchmark Methodology and providing the Benchmarker with all information reasonably requested by the Benchmarker in accordance with the terms of the services provided by PwCES under Benchmark Methodology. Prior to conducting the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurementsBenchmark, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (will execute appropriate confidentiality agreements, as reasonably requested by the Parties, including quality a designation of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made any report by the Benchmarker as confidential information. (e) The Parties will cause the Benchmarker to account for deliver the difference results of the Benchmark (the “Benchmark Results”) in investmentswritten reports as set forth in the Benchmark Methodology. (f) For a period of sixty (60) days following delivery of the Benchmark Results from the Benchmarker (the “Benchmark Review Period”), GPI and P▇▇▇▇ Systems will review the Benchmark Results, and schedule one or more meetings (which will include the Benchmarker) to address any disagreements either Party may have over the Benchmark Results. In such meetings, P▇▇▇▇ Systems may dispute whether the Benchmark was conducted in accordance with the agreed Benchmarking Process, but may not dispute the Benchmarking Process itself. If P▇▇▇▇ Systems disputes the Benchmark Results, then the Parties will attempt to reach agreement upon the Benchmark Results, applying the correct Benchmarking Process within thirty (30) days after the Benchmark Review Period. If the benchmark study shows that Parties are not able to reconcile the level of performance being achieved by PwCES in relation to Benchmark Results with the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be madecorrect Benchmarking Process, the matter shall will automatically be submitted to the Dispute Resolution Process. The cost Notwithstanding the duration of implementing such changes shall be borne by PwCESthe Benchmark Review Period, except the adjustment to the extent Charges as contemplated under Section 5.1(g) and as finally agreed upon will be retroactive to the date that is thirty (30) days after the delivery of the final Benchmark Results reflecting any adjustments. (g) If the Benchmark shows that the parties agree that PwCES will employ significant new technologies Charges are more than five percent (5%) higher than the highest price paid by comparable users of services similar to implement such changes, in the Designated Services which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share are in the cost of top quartile for paying the employment of those significant new technologies. If Equifax fails lowest price for such services (the “Benchmark Charges”), then subject to implement a reengineering project as described the dispute process in Section 3.135.1(f), which project is commercially reasonable in light of P▇▇▇▇ Systems will reduce the circumstances, and such failure is Charges to an amount equal to the cause of PwCES's Performance/Price Ratio falling below Benchmark Charges within thirty (30) days after the average described above for a particular Service, then this Section 3.04h shall not apply Benchmarker has delivered the final Benchmark Results to such Servicethe Parties.

Benchmarking. PwCES shall improve During the quality last four months of each year of the Term (except for the last), CUSTOMER may initiate a Benchmarking Review by providing credible evidence of pricing or offers from other top tier providers (i.e., from any RBOC or any of the other top three providers of long distance voice service, as measured by total annual domestic minutes of use) for domestic voice services under similar terms and conditions to those applicable to the Services ------------ during provided under this Attachment. If CUSTOMER would realize an overall 'net economic benefit' (the term net economic benefit to CUSTOMER will be determined based on the net cost to CUSTOMER under the terms of the competitive offer, compared to the net cost to CUSTOMER under the terms of this Agreement. Beginning September 1, 2001for the services subject to the competitive offer) under such a competitive offer as compared to buying service from AT&T under this Agreement, and every two (2) years thereafterAT&T does not elect to match the competitive offer, then CUSTOMER may reduce the parties shall cause an independent third party VMARC for the following year by 110% of the revenue value of the minutes covered by the competitive offer, subject to the following percentage reduction caps (the "Benchmarker") percentage reduction caps are applied based on the original VMARC, without taking into account any adjustments to conduct a benchmark study the VMARC): Year for which VMARC may be reduced Percentage Reduction Cap ----------------------------------- ------------------------ Year 2 10% Year 3 10% Benchmarking comparisons shall not be made to spot market pricing. =============================================================================== End of the primary Attachment TERM AND COMMITMENT ATTACHMENT ______________________________ CUSTOMER Name (Full Legal Name): AT&T Wireless Services, as determined Inc. Date of execution of Agreement:________________________ (by CUSTOMER) ________________________ (by AT&T) ================================================================================ This Attachment sets forth the Services Oversight Committeeprovisions regarding Term, to assess the quality of the Services. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding the Services to be benchmarkedPurchasing Commitments, the parties shall focus the benchmark study on the Services related to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review and Termination that portion of the services provided by PwCES under the Services Agreements for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES apply with respect to the Covered Voice Services and Covered Data Services (orcollectively, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price RatioCovered Services") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service).

Benchmarking. PwCES shall improve the quality of the Services ------------ during the term of this Agreement. Beginning September 1, 2001, and every two (2) years thereafter, the parties shall cause an independent ▇▇▇▇ ▇▇▇ elect to engage a third party benchmark organization (the "Benchmarker") to conduct a benchmark study compare the Fees in the aggregate for some or all of the primary Services (the "Benchmarked Services") and prices charged by other top tier service providers for similar services, as determined on an average total charges basis based on the processes included in the Benchmarked Services (each such comparison a "Benchmark") pursuant to this Section. Benchmarking will be governed by the Services Oversight Committeefollowing terms: (A) The Benchmark process may commence no earlier than ***. (B) The agreed upon Benchmarkers will be set forth in Schedule 24 (Benchmarkers) as of the Effective Date. The Parties will update this list as necessary on an annual basis. *** Within *** days of receipt of such list, ▇▇▇▇ will elect a Benchmarker from such list and engage such Benchmarker by entering into a *** written agreement with the Benchmarker that, at a minimum, shall reflect the requirements set forth in this Section. Notwithstanding the above, ▇▇▇▇ shall not engage any Benchmarker for which the engagement would result in a *** indicates where a confidential portion has been omitted and filed separately with the Commission violation of any applicable laws or regulations or otherwise violate Dana's then current audit service conflict policies. *** (C) ▇▇▇▇ shall pay all charges, expenses and costs incurred by the Benchmarker in performing the benchmarking described in this Section. The Service Provider will at its sole cost and expenses cooperate fully with the Benchmarker and provide the data requested by the Benchmarker relating to assess the quality provision of the Services. The Only ▇▇▇▇ ▇▇▇ exercise a right to conduct a Benchmark. (D) Prior to receiving any information from the Parties regarding the Services or the Fees the Benchmarker shall execute a confidentiality agreement reasonably satisfactory to both Service Provider and ▇▇▇▇ that at a minimum specifies that the data provided by ▇▇▇▇ and Service Provider may not be used for any entity listed on Exhibit 17other purpose than conducting the referenced Benchmark. (E) It is the intent of the Parties that the Benchmark be a collaborative process. If there is In this regard, each Party shall cooperate with reasonable requests by the Benchmarker for any Dispute regarding the Services to be benchmarked, the parties shall focus the benchmark study on the Services information or data related to the Critical Service Levels. For Agreement to the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct extent necessary for the Benchmarker to review that portion of perform the services provided by PwCES under the Services Agreements for the period from August 2Benchmark; provided, 1999 forward that are related however, in no event shall Service Provider be required to the Services. The fees of provide the Benchmarker shall be shared equally by the parties. Using consistent methodologies and, with Service Provider cost data or data relating to the extent reasonably possible, objective measurements, the other Service Provider customers. (F) The Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare perform a price-based benchmark, using reasonably current data, comparing the same total Fees for all Services included, in the aggregate, in the Benchmarked Services, against the total charges applicable to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included selected entities in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by Representative Sample as such term is defined below. *** *** indicates where a confidential portion has been omitted and filed separately with the Benchmarker to account for Commission (G) For the difference in investments). If the benchmark study shows that the level purposes of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Service.Section:

Benchmarking. PwCES 16.1. Transnet shall improve be entitled to, by written notice to the quality Service Provider, request that a Benchmark Review of any or all of the Service Towers be carried out in order to establish whether a Benchmarked Service Tower is and/or the Benchmarked Services ------------ during as a whole are Good Value. Such written notice shall specify which of the term Service Towers are to be benchmarked. Both Parties shall appoint the Benchmarking Company. Transnet shall not be entitled to carry out a Benchmark Review within 24 (twenty four) months of this Agreementthe Effective Date. Beginning September 1, 2001, and every two Subsequent Benchmark results of the same Services shall be applied at intervals of not less than 12 (2twelve) years thereaftermonths after the implementation of the preceding same Services Benchmark results. 16.2. For the avoidance of doubt, the parties shall cause an independent third party Benchmark process may commence within 24 (the "Benchmarker"twenty four) to conduct a benchmark study months of the primary ServicesEffective Date, as determined however, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 30th (thirtieth) month of the Effective Date, whichever is the later. For subsequent Benchmark Reviews, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 13th (thirteenth) month of the last Benchmark results implementation, whichever is the later. 16.3. Each Party shall bear its own costs (other than the costs of the Benchmarking Company) relating to a Benchmark Review. The costs and expenses of the Benchmarking Company shall be borne equally by Transnet and the Service Provider unless the Benchmark Review finds that the Benchmarked Services are not Good Value, in which case these costs shall be borne by the Services Oversight CommitteeService Provider. 16.4. The Parties shall require the Benchmarking Company to provide it with a plan, for both Parties’ approval, which shall include (a) a proposed timetable for the Benchmark Review; (b) a description of the information that the Benchmarking Company requires each Party to assess provide; (c) a description of the quality benchmarking methodology to be used; (d) details of any entities which the Benchmarking Company proposes to include within the Comparison Group; and (e) details of the methodology to be used in arriving at a market based comparison of the Services. Neither Party may unreasonably withhold or delay its approval of the plan and any suggested amendments that either Party may propose must be reasonable. 16.5. Once the plan is approved by both Parties, the Benchmarking Company will carry out the Benchmark Review in accordance with it. The Benchmarker Service Provider shall fully co-operate with the Benchmarking Company and shall (at its own cost) provide any information relating to the Services which may reasonably be requested by the Benchmarking Company as well as providing access to records, technical documentation, premises, equipment, systems and its employees as and when reasonably requested by the Benchmarking Company, subject to the Benchmarking Company agreeing to comply with the Service Provider's reasonable confidentiality restrictions. 16.6. The selection of the Comparison Group (both in terms of number and identity of entities) and Comparable Services shall be a matter for the Benchmarking Company's professional judgment. 16.7. The Benchmarking Company shall by applying the adjustment factors listed in clause 16.9 and from an analysis of the Comparable Services derive equivalent services data (the “Equivalent Services Data”), and to use such Equivalent Services Data to: 16.7.1. calculate the Upper Quartile and/or average service levels; 16.7.2. compare the Fees attributable to the Benchmarked Services (having regard to the agreed Service Levels and Service Credits regime under this Agreement) with the Upper Quartile; and 16.7.3. compare the Service Levels attributable to the Benchmarked Services (having regard to the Fees and Service Credits regime under this agreement) with the average service levels. 16.8. The results pursuant to clause 16.7 and the subclauses thereunder, will determine whether or not each Benchmarked Service Tower is, and/or the Benchmarked Service Towers as a whole are, Good Value. 16.9. The Benchmarking Company shall have regard to the following matters when performing a comparative assessment of the Benchmarked Services and the Comparable Services in order to derive Equivalent Services Data: 16.9.1. the contractual and business environment under which the Services are being provided (including the scope, scale, complexity and geographical spread of the Services); 16.9.2. any relevant and applicable investment and development costs of the Service Provider; 16.9.3. the Service Provider's risk profile including the financial, performance or liability risks associated with the provision of the Services as a whole; 16.9.4. the extent of the Service Provider's management and contract governance responsibilities; and 16.9.5. any other factors reasonably identified by the Service Provider, which, if not taken into consideration, could unfairly cause the Service Provider's pricing to appear inflated or non-competitive. 16.10. The Benchmarking Company shall be required to prepare a report setting out its findings (“Benchmarking Report”), within the time period specified in the plan referred to in clause 16.4. The Benchmarking Report shall: 16.10.1. include finding as to whether or not the relevant Benchmarked Service Tower as a whole is, Good Value; 16.10.2. include other findings (if any) regarding the quality and competitiveness or otherwise of those Services; and 16.10.3. indicate if the relevant Benchmarked Service Tower is not Good Value, or the Benchmarked Services as a whole are not Good Value, specify the changes that would be required to the Services, and in particular to the Fees or Service Levels, that would be required to make the relevant Benchmarked Service Tower or those Benchmarked Services as a whole is Good Value. 16.11. Benchmark Reviews shall not result in any entity listed on Exhibit 17increase to the Fees or any decrease in the required performance of any Services or Service Levels. 16.12. If there the Benchmarking Report states that any Benchmarked Service Tower is any Dispute regarding not Good Value, then the Service Provider shall: 16.12.1. implement the changes set out in the Benchmarking Report as soon as reasonably practicable within a timescale agreed with Transnet; and/or 16.12.2. adjust the Fees downwards where the Benchmark Review reveals that: 16.12.2.1. the Service Provider's Fees are above the Upper Quartile value plus 5% (five percent), which adjusted Fees will then be the Upper Quartile value plus 2% (two percent); or 16.12.2.2. the Service Provider's Fees are above the Upper Quartile value plus 5% (five percent), and based on Transnet’s requirements and prior approval, to provide additional Services to be benchmarked, the parties shall focus the benchmark study on the Services related equivalent in value to the Critical deferential costs between the Upper Quartile value plus 2% (two percent) and the Fees charged by the Service LevelsProvider prior to the Benchmark Review; and 16.12.2.3. will be come into effect as defined in clause 16.1 above. 16.13. For the first benchmarking conducted pursuant to this sectionavoidance of doubt, the Services Oversight Committee shall instruct Fees payable by Transnet will be the Benchmarker to review that portion lesser of the services provided by PwCES under Benchmarked Upper Quartile plus 2% or the Services Agreements applicable Service Tower year-on-year reduced Fee as contained in Attachment G2. 16.14. Below is an illustration of how clause 16.7. above will apply using the following assumptions: 16.14.1. In the event that The Service Provider Fee is R106.00; and 16.14.2. Benchmark Upper Quartile fee for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker shall be shared equally by the parties. Using consistent methodologies example is R100.00; and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments) 16.14.3. If the benchmark study shows that year-on-year cost reduction in terms of Attachment G2, is for example 3% (R106.00 less 3%) = R3.18. 16.14.4. then applying the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within fortyyear-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be madeon-year reduction, the matter shall be submitted Service Provider would have had to reduce the Dispute Resolution ProcessFees by 3% = R3.18. The cost of implementing such changes shall be borne by PwCES, except to the extent that the parties agree that PwCES will employ significant new technologies to implement such changes, in which case the parties shall negotiate in good faith a Change Order that reflects the parties' agreement to share in the cost of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such ServiceTherefore R106 – R3.18 = R102.82.

Benchmarking. PwCES shall improve the quality As part of the Services, Service Recipient shall have the ongoing right to initiate the benchmarking process described in Schedule 8, in order to evaluate and measure the extent to which the Service Recipient is receiving the Services ------------ during competitively and including evaluating: the term of Service Levels set forth in this Agreement. Beginning September 1, 2001, and every two (2) years thereafterto ensure that such Service Levels are no less favourable than the industry's Best Practices in this regard; and/or the Fees set forth in this Agreement, and to ensure that such Fees are in line with Best Practices. It is agreed that the parties shall cause an independent third party (Service Recipient may exercise the "Benchmarker") right to conduct a benchmarking exercise and that Service Recipient may request a benchmark study of the primary Services, as determined by the Services Oversight Committee, to assess the quality for either any components of the Services. If the Provider undertakes to do benchmarking in its own right, then the full cost of such benchmarking is for the Providers own account. The Benchmarker may not be any entity listed on Exhibit 17. If there is any Dispute regarding Provider agrees to cooperate fully with the Benchmarking Company performing the benchmarking and provide all data relating to the provision of the Services to be benchmarkedService Recipient requested by the Benchmarking Company. At the end of each such benchmarking process and in accordance with the procedures detailed in Schedule 8, the parties Benchmarking Company shall focus the benchmark study on the Services related make recommendations as to the Critical Service Levels. For the first benchmarking conducted pursuant to this section, the Services Oversight Committee shall instruct the Benchmarker to review that portion of the services provided by PwCES under the Services Agreements required improvements and acceptable time scales for the period from August 2, 1999 forward that are related to the Services. The fees of the Benchmarker implementation thereof and Provider shall be shared equally by the partiesobliged to implement such recommendations in accordance with those time scales. Using consistent methodologies and, to the extent reasonably possible, objective measurements, the Benchmarker shall evaluate each specified Service with regard to Charges and performance (including quality of service) and shall compare the same to similar services provided to other companies in the Territory of a size similar to that of Equifax by service providers that have made investments similar to those made by PwCES with respect to the Services (or, if the service providers included in the study have not made investments similar to those made by PwCES, appropriate adjustments shall be made by the Benchmarker to account for the difference in investments). If the benchmark study shows that the level of performance being achieved by PwCES in relation to the Charges (the "Performance/Price Ratio") for each of the Services is not above the average Performance/Price Ratio of the other companies in the study, then the Services Oversight Committee shall determine, within forty-five (45) days after release of the benchmark study, what changes, if any, should be made to the Services or Charges and by when such changes should be made. If the Services Oversight Committee is unable to agree on the changes, if any, to be made to the Services or Charges or when such changes should be made, the matter shall be submitted to the Dispute Resolution Process. The cost of implementing such changes shall be borne by PwCES, except to To the extent that the parties agree benchmarking reveals that PwCES the Fees under the Agreement are higher than the benchmarked standard or that the performance under the Agreement is lower than the benchmarked standard, then the Fees and the Service Levels shall be adjusted to eliminate such variance, failing which the Service Recipient will employ significant new technologies to implement such changeshave the right, in which case addition to the parties remedies detailed in Schedule 8, to terminate the Agreement for convenience without any liability or payment of a Termination Fee, on providing a Termination Notice to Provider setting forth the applicable Termination Date. For the avoidance of any doubt and notwithstanding any benchmarking results, there shall negotiate in good faith be no upward adjustment to any Fees or any downward adjustment of any performance levels as a Change Order that reflects the parties' agreement to share in the cost result of the employment of those significant new technologies. If Equifax fails to implement a reengineering project as described in Section 3.13, which project is commercially reasonable in light of the circumstances, and such failure is the cause of PwCES's Performance/Price Ratio falling below the average described above for a particular Service, then this Section 3.04h shall not apply to such Servicebenchmarking.