Common use of Budget Proposals Clause in Contracts

Budget Proposals. Prior to December 31, 2006 and each subsequent year so long as this Agreement is in effect, the Parties agree to work together and to cooperate with each other in good faith to develop an annual budget (“IT Annual Budget”) to reflect the estimated annual Service Costs to each Party for each of the Information Technology Services to be provided and/or procured by the other Party as contemplated by this Agreement. In the budgeting process, the Parties agree to use their reasonable efforts to harmonize the interests of the Parties to have quality services at affordable costs and to recover the costs of performing and/or procuring the Services. On or before December 31 of each calendar year, an Annual Budget for the next calendar year shall be submitted to the Committee for review and approval. The Committee may make exceptions to the billing methodologies described on Schedule II and in Article III. Additionally, either Party may present to the Committee an interim proposal for a specific change to DSW’s information technology infrastructure, and any such proposal shall include, at a minimum, (a) a statement of the anticipated outcomes of the proposed change, (b) an identification of the human resources, facilities and equipment that would be required to implement the proposed change, (c) a budget for the proposed change and a proposed allocation of the cost of the proposed change between the Parties, and (d) an estimated time schedule for implementation of the proposed change. The Committee may request additional information, accept a proposal as presented, accept a proposal subject to mutually agreed upon modifications, or reject a proposal. If a Party’s proposal is rejected, then the proposing Party shall nevertheless be free to implement the proposal independently so long as such implementation has no cost or material adverse impact on the other Party.